AMENDED COMPLAINT TO AVOID AND

RECOVER FRAUDULENT TRANSFERS Page 1 

David B. Miller

Texas Bar No. 00788057 

david@schneidlaw.com

SCHNEIDER MILLER REYNOLDS, P.C.

300 N. Coit Road, Suite 1125 

Richardson, Texas 75080 

Telephone: (972) 479-1112 

Facsimile: (972) 479-1113 

T. Micah Dortch

Texas Bar No. 24044981 

micah@dll-law.com

Dortch Lindstrom Livingston Law Group 

2613 Dallas Parkway, Suite 220 

Plano, TX 75093 

Telephone: 214-252-8258 

Facsimile: 888-653-3299 

Special Counsel for the Trustee Areya Holder Aurzada

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

IN RE: § CASE NO. 22-30500-swe7

DENNIS JAMES ROGERS II, § 

 Debtor. § CHAPTER 7 

______________________________________________________________________________ 

AREYA HOLDER AURZADA, § 

CHAPTER 7 TRUSTEE FOR THE § 

BANKRUPTCY ESTATE OF § 

DENNIS JAMES ROGERS II § 

 Plaintiff, § 

 § 

v. § Adversary No. 24-03028 

 § 

FUNDERZ.NET, LLC, § 

 Defendant. § 

 

AMENDED COMPLAINT TO AVOID AND RECOVER

FRAUDULENT TRANSFERS 

COMES NOW, Areya Holder Aurzada (“Trustee” or “Plaintiff”) in her capacity as Chapter 

7 Trustee for Dennis James Rogers II (“Debtor” or “Rogers”) and files this her Amended Complaint 

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to Avoid and Recover Fraudulent Transfers (the “Amended Complaint”) and, in support, would 

respectfully show the Court as follows: 

NATURE OF THE ACTION

1. This adversary proceeding is brought by the Trustee against Funderz.net, LLC 

(“Funderz” or “Defendant”) to avoid and recover an actual and/or constructive fraudulent transfer 

made by the Debtor to the Defendant. 

PARTIES

2. Plaintiff is the duly appointed trustee of the Debtor in the above-captioned bankruptcy 

case.

3. Funderz has been served, has filed a Motion to Dismiss [Dkt. 5] and may be served 

through its counsel of record. 

JURISDICTION AND VENUE

4. This Court has subject matter jurisdiction over this adversary proceeding pursuant to 

28 U.S.C. §§ 157 and 1334(b) and Rule 7001 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”) because the claims and causes of action asserted in the Complaint arise under 

Title 11 of the U.S. Code (the “Bankruptcy Code”) and arise in and are related to a case filed under 

title 11 and pending in the United States Bankruptcy Court for the Northern District of Texas, Dallas 

Division under Case No. 22-30500. 

5. Funderz regularly conducts business in this state and specifically engaged with Texas 

residents regarding the subject matter of these claims.

6. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409.

7. The claims and causes of action set forth herein concern the avoidance and recovery 

of claims under 11 U.S.C. §§ 544, 548 and 550, inter alia, of the Bankruptcy Code. Accordingly, 

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this adversary proceeding is a “core” proceeding to be heard and determined by the Bankruptcy Court 

pursuant to 28 U.S.C. § 157(b). 

8. The Plaintiff consents to entry of final orders by the Bankruptcy Court for all matters 

over which the Court has jurisdiction in this proceeding. 

BANKRUPTCY PROCEEDING

9. On March 22, 2022, an involuntary petition was filed against the Debtor under Chapter 

7 of the Bankruptcy Code. On March 28, 2022, this Court entered an order for the United States 

Trustee to appoint an interim Chapter 7 Trustee (Dkt. No. 16). Thereafter, the Trustee was appointed 

as the interim Chapter 7 Trustee. On April 26, 2022, this Court entered an order for relief against the 

Debtor under Chapter 7 (Dkt. No. 33). The Trustee continues to serve as the permanent Chapter 7 

Trustee.

BACKGROUND

A. Rogers and the Shell Entities

10. In 2017 and 2018, Rogers set up at least five (5) different shell corporations – Organ 

Mountain Energy, LLC; OMTC, Inc.; Nomad Development, LLC; Bootstrap Ventures, LLC, and 

Push Start Industries, LLC (collectively, the “Shell Entities”). 

11. Rogers was the sole owner of the Shell Entities. Investigation to date indicates no 

employees in any of the Shell Entities. Other than the original operating agreements, there are only 

a handful of corporate records of any type. 

12. The banking records indicate that there was literally no distinction between or among 

the deposits and distributions made from Rogers’ personal accounts and the accounts of the Shell 

Entities. Rogers and the Shell Entities used six different banks or brokerage firms. Rogers and the 

Shell Entities had 28 traditional banking accounts and another 20 brokerage accounts. On a weekly 

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if not daily basis, Rogers transferred money between Shell Entity accounts and his personal account. 

The Shell Entities paid each other’s debts and expenses and paid Rogers’ debts and expenses. Even 

suggestions of any material underlying business in the bank records has proven to be false. By way 

of example, OMTC had significant transfers to and from an entity named Site Development Group. 

The CEO of Site Development Group recently reached a plea agreement in California for securities 

fraud and, of course, running a Ponzi scheme. 

13. Without acknowledging that it is necessary under the facts and causes of action 

contained herein, the Trustee pleads that each Shell Entity functioned as an alter ego of Dennis 

Rogers. Specifically, each Shell Entity was organized and operated as a mere tool or business 

conduit for Rogers, there was such unity between the Shell Entities and Rogers that the separateness 

of the corporations ceased, and holding only the corporations liable would result in an injustice. See, 

e.g., Durham v Accardi, 582 S.W.3d 179, 185 (Tex. App.-Houston [14th Dist.] 2019, no pet.). 

B. How the Scheme Worked

14. For reasons understood only by those who have run Ponzi schemes, Rogers thought 

using the Shell Entities to conduct a Ponzi scheme and launder money was a good idea. Rogers 

pitched two fraudulent products – (1) buying and selling water rights and (2) flipping fuel that he 

claimed he could purchase wholesale or at auction. (The water rights product was likely a function 

of the fact that Dennis Rogers, Sr. had experience and success in selling water rights. Rogers was 

happy to have investors think he was his father.) 

15. The investment was typically documented by a promissory note, loan agreement, or 

purchase order, with one of the Shell Entities and a guaranty by Rogers. The investments shared the 

common denominator of a promise for potential quick and significant return. 

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16. In fact, however, there was no business that appears to have generated any income. 

There appear to be no water rights and no fuel contracts. Instead, early investors were paid back by 

later investors and those payments to early investors then spawned additional investors or a second 

investment from the same investor. By way of example, Anthony and Joanne Capano, Ellis 

Guilbeau, Kenneth Guilbeau, John and Rhonda Harris, John Hughes, and Troya Montgomery

received payments on their investments. Some investors received payments, made additional 

investments and, thus, remain creditors of Rogers. At no time did Rogers or the Shell Entities have 

the ability to pay investors absent perpetuating the fraud getting money from new investors. That 

Rogers turned to a hard money lender like Funderz to keep the scheme alive is not surprising. 

17. Rogers has plead guilty to securities fraud and admitted that he used funds from 

investors to pay other investors, purchase real estate, and pay his personal expenses. “See Exhibit 1 

Factual Resume of Dennis Rogers in Case No. 3-24CR0170-K. Exhibit 1 is included as a public 

record to show background facts consistent with the Amended Complaint and not intended to convert 

any Motion to Dismiss into a motion for summary judgment. See, e.g., Little Gem Life Sciences, 

LLC v. Orphan Med. Inc., 537 F.3d. 913, 916 (8th Cir. 2008). 

C. Funderz Invests and Recovers

18. Funderz may be accurately described as a “hard money” lender that attracts desperate 

people looking for a lack of scrutiny. 

19. In 2019, Funderz agreed to provide funds to OMTC for the purchase of ultra-low 

sulfur diesel fuel. Funderz and OMTC executed a series of promissory notes with collateral 

assignments, security agreements, and guarantees from Rogers. The loans had extraordinary fees. 

Indeed, Funderz admits that it loaned $10,000,000.00 and recovered at least $11,5000,000.00 and, 

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remarkably believes it has been “duped” by Rogers and should have recovered in excess of $15 

million. 

20. The repayment of the principal loan proceeds is the “Principal Transfer”. The 

repayment of any amount beyond the principal is the “Interest Transfer.” Collectively, the “Principal 

Transfer” and the “Interest Transfer” are the “Transfers.” The payment of the Transfers was 

consistent with the unity between Rogers and the Shell Entities. Funderz was paid back from seven 

different accounts including two different Rogers’ personal accounts. The bulk of the Funderz’ 

repayments came from Bootstrap. 

21. From bank records the Trustee has reviewed to date, Funderz received multiple 

payments from on or about January 27, 2020 through at least August 12, 2020 with the bulk of 

payments being within two years of the original Complaint. Funderz or its counsel received 

payments from:

Chase acct ending in 1503 styled “Dennis J. Rogers Checking” $4,875,000.00.00

Goldman acct ending in 3052 styled “Dennis Rogers Trade Account’’ $1,000,000.00 

Frost acct ending in 9321 styled “Dennis J. Rogers Personal Account” $500,000.00 

Chase acct ending in 8315 styled “Bootstrap Ventures, LLC Checking” $2,350,000.00

Chase acct ending in 7879 styled “OMTC, Inc. Checking” $1,250,000.00

Chase acct ending in 8909 styled “Organ Mountain Energy, LLC” $15,524.00

Frost acct ending in 2223 styled “OMTC, Inc. Checking” $200,000.00

These payments total less than the $11.5 million Funderz has repeatedly acknowledged receiving. 

Funderz, of course, has the details of all payments received from Rogers or the Shell Entities. To be 

clear, the Trustee seeks recovery of interest and principal from the transfers above and any other 

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transfer Funderz received from Rogers or the Shell Entities arising out of the scheme and loans 

described herein. 

D. The Ponzi Presumption and Inquiry Notice 

22. Texas and the Fifth Circuit recognize that:

When a Ponzi scheme is involved, however, courts applying TUFTA analogues have 

bypassed the statutory badges-of-fraud analysis in favor of a conclusive presumption 

that transfers in furtherance of the scheme were made with actual intent to defraud. 

Such transfers are fraudulent per se, the theory goes, based on the enterprise’s illegality 

and incipient insolvency, which is also conclusively presumed.

Janvey v. Golf Channel, Inc., 487 S.W.3d 566, 567 (Tex. 2016).

The Trustee affirmatively pleads that for any cause of action that may require actual fraudulent intent 

as an element or condition, the Ponzi presumption should apply in this case. 

23. Interest is not payment of an antecedent debt, reasonably equivalent value or any value 

at all. See, e.g. Janvey v. Brown, 767 F.3d 430, 439-44 (5th Cir. 2014). Repayment of principal may 

be recovered when a party “takes property with knowledge of such facts that would excite the 

suspicions of a person of ordinary prudence ...regarding the fraudulent nature of an alleged 

transfer.” See Janvey v. GMAG, LLC 592 S.W. 3d 125, 130 (Tex. 2019) (citations omitted). There 

is no good faith or other defense under this “inquiry notice” standard. Further, it does not appear that 

the recovery of principal is limited to inquiry notice of a Ponzi scheme, but inquiry notice of “the 

fraudulent nature” of the transfer. Id.

24. Circumstances, even before any discovery in this case, show that Funderz was on 

inquiry notice. The bulk of the Transfers was made after Funderz filed suit against Rogers and OMTC 

in Dallas County state court. At that time, there were multiple other suits pending against Rogers and 

the Shell Entities in Dallas County and other venues. Funderz, even before conducting discovery and 

finding very specific evidence of a fraudulent scheme as set out in their amended petitions in state 

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court, knew that Rogers never purchased the diesel fuel referenced in the loans and, instead, used 

their cash for other purposes. At some later point, as set forth in their amended petitions, Funderz 

specifically knew that Rogers used their funds to pay other investors and state so in sworn pleadings. 

Indeed, Funderz had the bank records showing that activity. 

CAUSES OF ACTION

A. Avoidance of Actual Fraudulent Transfers—11 U.S.C. § 548(a)(1)(A)

25. The Trustee incorporates the allegations contained in the preceding paragraphs of the 

Complaint as if set forth fully herein. The Trustee asserts that the Ponzi Presumption applies and 

actual fraud is conclusively presumed. 

26. Much of the Transfers was paid by the Debtor within 2 years of the Petition Date with 

actual intent to hinder, delay, or defraud the Debtor’s other creditors. 

27. By reason of the foregoing, the Trustee is entitled to an order and judgment that any 

of the Transfers paid within 2 years of the Petition date is avoided under section 548 of the Bankruptcy 

Code. 

28. Pleading in the alternative, in the event that actual fraud is not conclusively presumed, 

the Trustee pleads that (1) Rogers and the Shell Entities were insolvent on the date the transfers were 

made or became insolvent as a result of the transfer or obligation. Specifically, Rogers and the Shell 

Entities had no underlying business, only a pile of obligations; (2) Rogers knew that he was creating 

debt that he would be unable to pay back (3) Rogers and the Shell Entities had been sued multiple 

times and knew other suits were on the way and (4) the general chronology of events and transactions 

as set forth herein show that Rogers made payments solely to keep the Ponzi scheme alive.1

1 The Fifth Circuit has not determined whether the heightened pleading standard of Rule 9(b) applies to fraudulent transfer 

claims, but numerous district courts have held that it does not. See, e.g. , Janvey v. Alguire, 846 F. Supp. 2d 662, 675-

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B. Avoidance of Constructive Fraudulent Transfers—11 U.S.C. § 548(a)(1)(B)

29. The Trustee incorporates the allegations contained in the preceding paragraphs of the 

Complaint as if set forth fully herein.

30. Much of the Transfers was paid by the Debtor within 2 years of the Petition Date, and

the Debtor received less than a reasonably equivalent value in exchange for such transfer or 

obligation. Interest is not payment of an antecedent debt, reasonably equivalent value or any value at 

all. See, e.g. Janvey v. Brown, 767 F.3d 430, 439-44 (5th Cir. 2014). Because the Transfers were

premised on maintenance and perpetuation of a fraudulent scheme, they did not contribute any value

in exchange for the monies and other assets they received.

31. Moreover, Rogers and the Shell Entities had been both sued and threatened with suit, 

and Rogers and the Shell Entities as a whole, were insolvent on the date that the Transfers were made 

and intended to incur, or believed that the Debtor would incur, debts that would be beyond the 

Debtor’s ability to pay as such debts matured. 

32. By reason of the foregoing, the Trustee is entitled to an order and judgment that any 

of the Transfers paid within 2 years of the Petition date is avoided under section 548 of the Bankruptcy 

Code. 

33. Again, pursuant to the Inquiry Notice standard, the Trustee seeks both the Interest 

Payments and the Principal payments. 

76 (N. D. 2011). In any event, the (1) “who”- Dennis Rogers (2) what- misrepresentations of water rights and oil and gas 

ventures (3) “when” between 2017 and 2022 (3) “where” in promissory notes, and other documents and (4) “how” – 

fraudulent because Rogers never actually has the underlying water rights or other products, are established. 

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C. Avoidance of Actual Fraudulent Transfers—Tex. Bus. & Comm. Code § 

24.005(a)(1) through 11 U.S.C. §§ 544(b)(1)

34. The Trustee incorporates the allegations contained in the preceding paragraphs of the 

Complaint as if set forth fully herein.

35. Under 11 U.S.C. § 544(b)(1), the Trustee may avoid any transfer of an interest of the

Debtor that is avoidable under applicable state law by a creditor holding an unsecured claim allowable 

under 11 U.S.C. § 502. 

36. At the time the Transfers were made, other creditors of the Debtor held unsecured 

claims allowable under 11 U.S.C. § 502. 

37. As such, the Trustee moves to avoid the Transfers because the Transfers could have 

been avoided by the Debtor’s other creditors under Texas fraudulent transfer law. See TEX. BUS. & 

COM. CODE § 24.005(a)(1), including, but not necessarily limited to, Debra Van Cleve, Angela 

Garbiso, and Steven Webster. 

38. Because Rogers and the Shell Entities operated as a Ponzi scheme, Texas law provides 

that the Transfers were made with an actual intent to hinder, delay, or defraud creditors.

39. In the alternative, the Transfer was made with the actual intent to hinder, delay, or 

defraud the Debtor’s other creditors because, among other things: 

(a) before the Transfer was made, the Debtor had been sued or threatened with 

suit;

(b) the Debtor was insolvent or became insolvent shortly after the Transfer

was made or the obligation was incurred; and

(c) the Transfer consisted of monies obtained through the fraud of the Debtor and 

the Debtor’s other creditors. 

40. By reason of the foregoing, the Debtor’s other creditors have the right to avoid the 

Transfers under Section 24.005(a)(1) of the Texas Business and Commerce Code, and the Trustee 

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can seek to enforce that right under section 544(b)(1) of the Bankruptcy Code. The Trustee is 

therefore entitled to recover all assets wrongfully transferred to the Defendants in the form of the 

Transfers. To be clear, the Trustee seeks to avoid and recover the Interest Transfer and the Principal 

Transfer as Funderz was on Inquiry Notice of the fraudulent nature of the transaction. 

D. Avoidance of Constructive Fraudulent Conveyances—Tex. Bus. & Comm. Code 

§ 24.005(a)(2) through 11 U.S.C. §§ 544(b)(1) 

41. The Trustee incorporates the allegations contained in the preceding paragraphs of the 

Complaint as if set forth fully herein.

42. Under 11 U.S.C. § 544(b)(1), the Trustee may avoid any transfer of an interest of the

Debtor that is avoidable under applicable state law by a creditor holding an unsecured claim allowable 

under 11 U.S.C. § 502. 

43. At the time the Transfers were made, other creditors of the Debtor held unsecured 

claims allowable under 11 U.S.C. § 502, including, but not necessarily limited to, Debra Van Cleve, 

Angela Garbiso, and Steven Webster. 

44. As such, the Trustee moves to avoid the Transfers because the Transfers could have 

been avoided by the Debtor’s other creditors under Texas fraudulent transfer law. See TEX. BUS. & 

COM. CODE § 24.005(a)(2). 

45. The Debtor did not receive reasonably equivalent value in exchange for the Transfers. 

Because the Transfers were premised on maintenance and perpetuation of a fraudulent scheme, they

did not contribute any value in exchange for the monies and other assets they received. Interest is not 

payment of an antecedent debt, reasonably equivalent value or any value at all. See, e.g. Janvey v. 

Brown, 767 F.3d 430, 439-44 (5th Cir. 2014). 

46. Before the Transfers, Rogers and the Shell Entities had been sued and threatened with 

suit. 

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47. Rogers and the Shell Entities were insolvent or became insolvent shortly after the 

Transfers. 

48. At the time the Transfers were made, the Debtor was engaged or was about to engage 

in a business or a transaction for which the remaining assets of the Debtor were unreasonably small 

in relation to the business or transaction. 

49. At the time the Transfers were made, the Debtor intended to incur, or believed or 

reasonably should have believed that the Debtor would incur, debts beyond the Debtor's ability to pay 

as they became due.

50. By reason of the foregoing, the Debtor’s other creditors have the right to avoid the 

Transfer under Section 24.005(a)(1) of the Texas Business and Commerce Code, and the Trustee can 

seek to enforce that right under section 544(b)(1) of the Bankruptcy Code. The Trustee is therefore 

entitled to recover all assets wrongfully transferred to the Defendants in the form of the Transfers. To 

be clear, the Trustee seeks to avoid and recover the Interest Transfer and the Principal Transfer as 

Funderz was on Inquiry Notice of the fraudulent nature of the transaction.

E. Recovery of Fraudulent Transfers—11 U.S.C. § 550(a)

51. The Trustee incorporates the allegations contained in the preceding paragraphs of the 

Complaint as if set forth fully herein.

52. Pursuant to 11 U.S.C. § 550(a), to the extent that a transfer is avoided under 11

U.S.C. §§ 544 and 548, inter alia, the Trustee may recover for the benefit of the Bankruptcy Estate the

property transferred or the value of such property from (a) the initial transferee of such transfer or the 

entity for whose such transfer was made or (b) any immediate or mediate transferee of such initial 

transferee.

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53. The Defendant in this case is either the (a) initial transferee of the Transfer, the entity

for whose benefit the Transfer was made, or (b) an immediate or mediate transferee of the initial 

transferee.

54. By reason of the foregoing, the Trustee is entitled to recover the Transfers under 

section 550(a) of the Bankruptcy Code for the benefit of the Debtor’s estate and creditors. To be clear, 

the Trustee seeks to avoid and recover the Interest Transfer and the Principal Transfer as Funderz was 

on Inquiry Notice of the fraudulent nature of the transaction. 

F. Unjust Enrichment

55. The Trustee incorporates the allegations contained in the preceding paragraphs of the 

Complaint as if set forth fully herein.

56. Based on principles of justice, equity, and good conscience, the Defendant has been 

unjustly enriched by the Transfers. The Transfers caused the Defendant, whether intentional or 

unintentional, to receive money or other interests that belonged to the Debtor (for the benefit of its 

creditors) for no reasonably equivalent value. 

57. The Defendant benefitted from Rogers’ fraudulent conduct. It would be fundamentally 

unfair to allow the Defendant to retain funds that rightfully belong to the Bankruptcy Estate while the 

Debtor’s other defrauded creditors seek to recover little of their original investments. 

58. The Transfers involved actual fraud and malice on the part of Rogers. The funds 

used for the Transfers to the Defendant are directly traceable to the Debtor’s other creditors in the 

Ponzi scheme.

59. By reason of the foregoing, the Transfers should be disgorged and paid to the Trustee 

to enable the Bankruptcy Estate to satisfy its obligations to the Debtor’s creditors.

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G. Attorney’s Fees

60. Under the applicable Texas fraudulent transfer law, the Court may award costs and 

reasonable attorney’s fees “as are equitable and just.” See TEX. BUS. & COMM. CODE § 24.013.

61. By reason of the foregoing, the Trustee is entitled to recover her costs and reasonable 

attorney’s fees in her claims against the Defendant.

PRAYER

WHEREFORE, PREMISES CONSIDERED, the Plaintiff, Areya Holder Aurzada, 

respectfully prays that this Court: 

(a) Enter judgment in the Trustee’s favor on all cause of action asserted in the Complaint;

(b) Avoid the Transfers as actual and constructive fraudulent transfers under Section 548 

of the Bankruptcy Code;

(c) Avoid the Transfers as actual and constructive fraudulent transfers under sections 

24.005(a)(1) and 24.005(a)(2) of the Texas Business and Commercial Code through Section 

544(b)(1) of the Bankruptcy Code; 

(d) Award the Trustee judgment against Defendant in the amount of $11,500,000.00 or 

such amount as proven at trial under Section 550 of the Bankruptcy Code; 

(e) Award the Trustee judgment against Defendant for unjust enrichment in the amount 

of $11,500,000.00 or such amount as proven at trial; 

(f) Award the Trustee judgment against Defendant for all costs of suit incurred herein, 

including attorney’s fees pursuant to section 24.013 of the Texas Business and Commercial Code; 

(g) Award the Trustee pre- and post-judgment interest on the judgment amount to the 

fullest extent allowed by applicable law; and

(h) For such other and further relief as the Court may deem just and proper.

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Dated: April 26, 2024 Respectfully submitted,

 By: /s/ David B. Miller 

David B. Miller

Texas Bar No. 00788057 

david@schneidlaw.com

SCHNEIDER MILLER REYNOLDS, P.C.

300 N. Coit Road, Suite 1125 

Richardson, Texas 75080 

Telephone: (972) 479-1112 

Facsimile: (972) 479-1113 

And 

/s/ T. Micah Dortch 

T. Micah Dortch

micah@dll-law.com

Dortch Lindstrom Livingston Law Group 

2613 Dallas Parkway, Suite 220 

Plano, TX 75093 

Telephone: 214-252-8258 

Facsimile: 888-653-3299 

Special Counsel for the Trustee 

CERTIFICATE OF SERVICE

The undersigned hereby certifies that on July 22, 2024, I caused a copy of the foregoing to be 

served on all parties eligible to receive service through the Electronic Case Filing System for the 

United States Bankruptcy Court for the Northern District of Texas by electronic mail.

By: /s/ T. Micah Dortch 

T. Micah Dortch 

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