; 029
Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out
Your Federal Quarterly Tax Payments are due April 15th Get Help Now >>

029

VIEWS: 11 PAGES: 22

  • pg 1
									DISTRICT COURT, CITY AND COUNTY OF
DENVER, COLORADO
1437 Bannock Street
Denver, CO 80202
Plaintiff:

FRED J. JOSEPH, Securities Commissioner for the
State of Colorado


Defendant:

SECURED REAL ESTATE LENDING FUND, LLC,
a Utah Limited Liability Company
                                                              I^ COURT USE ONLY A

ATTORNEYS FOR RECEIVER                                     Case Number: 06 CV 11066
Caroline C. Fuller, #14403
John M. Tanner, #16233                                     Ctrm/Div: 6
Fairfield and Woods, P.C.
1700 Lincoln Street, Suite 2400
Denver, CO 80203
Telephone: (303) 830-2400
Facsimile: (303) 830-1033
E-mail: cfuller@fwlaw.com


                      RECEIVER'S ELEVENTH INTERIM REPORT
                            (May 1, 2009 - November 30, 2009)


       In accordance with Paragraph 8 of the Order Appointing Receiver entered October 19,
2006, the Receiver, C. Randel Lewis, by and through his attorneys, Fairfield and Woods, P.C.,
submits his Receiver's Eleventh Interim Report:

                                         Introduction

        1.     The Receiver was appointed as receiver for the assets of Secured Real Estate
Lending Fund ("SRELF") pursuant to the Order Appointing Receiver entered October 19, 2006.
The Receiver's First Interim Report was filed with the Court on December 22, 2006. The
Receiver's Second Interim Report was filed with the Court on March 30, 2007. The Receiver's
Third Interim Report was filed with the Court on June 11, 2007. The Receiver's Fourth Interim
Report was filed with the Court on September 27, 2007. The Receiver's Fifth Interim Report
was filed with the Court on January 8, 2008. The Receiver's Sixth Interim Report was filed with
the Court on April 24, 2008. The Receiver's Seventh Interim Report was filed with the Court on
July 21, 2008. The Receiver's Eight Interim Report was filed with the Court on November 6,
2008. The Receiver's Ninth Interim Report was filed with the Court on February 13, 2009. The
Receiver's Tenth Interim Report was filed with the Court on May 19, 2009.

        2.      SRELF is a Utah limited liability company formed by Alan Gay. Its sole member
is Southern Financial Corporation . Mr. Gay formed SRELF to serve as an investment vehicle for
individual investors. SRELF raised funds through the sale of notes to noteholders, promising
various rates of return. The funds raised were then loaned to third parties . Most frequently,
SRELF was one of several participants in loans originated, serviced and managed by a third
party, most frequently a Utah entity known as Secured Lending Fund ("SLF"). Occasionally,
SRELF originated and serviced loans itself.

        3.      The loans in which SRELF holds participating interests are, for the most part,
high risk real estate development loans to developers who were unable to secure conventional
financing for their projects. These loans were, generally, short-term bridge loans, with high fees,
and high interest rates, which are reflective of the significant risk of default and non-payment by
the borrower. The current status of each outstanding loan is summarized in Exhibit A hereto.

        4.      While several of the loans have been successfully repaid in full, as discussed in
greater detail below and in Exhibit A hereto, the remaining loans are in default, and title to most
of the collateral securing the loans has been obtained by SLF, through either foreclosure, or
consensual deed in lieu of foreclosure. SLF, on behalf of the loan participants, has formed
special purpose entities to take over ownership of the projects fiuided by the participants' loans.
Thus, the loans made by SRELF have been converted into equity interests in the entities that own
the projects themselves.

        5.      The Receiver, and the other participants in the loans reflected on Exhibit A, have
had on-going communications with SLF regarding the status of these development projects.
After taking title to these projects, SLF generally concluded that the best way to maximize the
value of the projects, and realize the best return for the loan participants, including SRELF, was
to move forward with development of the projects. Thus, SLF has retained development
consultants, has prepared development plans, secured water rights, has pursued re-zoning and
other entitlements proceedings, all with a goal of maximizing the value of the projects. In doing
so, SLF has incurred significant development expenses for these projects. SLF has funded some
of these expenses itself, but has advised the other loan participants that it does not have the
financial wherewithal to pay all development expenses out-of-packet. These projects generate
nominal revenue, and have not been able to fund these development expenses out of operations.
Thus, SLF has had a series of discussions with the loan participants regarding alternative sources
of funding. The Receiver understands that several of the other loan participants have agreed to
fund critical project-related expenses, which funding will be repaid on a first priority basis from
the proceeds of the sale of the project.



670831.1                                         2
        6.      The Receiver has advised SLF and the other loan participants that the
Receivership estate of SRELF is not financially capable of participating in the funding of these
development expenses . Even if the Receivership estate were financially capable, the Receiver
does not believe that using estate funds to pay these development expenses would be a prudent
use of estate resources, given the current state of the economy, and the speculative nature of
these projects. The Receiver believes, generally, that the expenditures incurred by SLF are
reasonably designed to preserve or enhance the value of these projects. Nevertheless, there is no
guaranty that these additional development expenses will be fully recouped from increased value
in the projects when they are ultimately sold, and there is a risk that the interests of the
receivership estate may be diluted through the incurrence of these expenses. The terms of the
original loan participation agreements made by SRELF give the Receiver no ability to control
these projects; rather, control remains in SLF (unless all loan participants agree otherwise), and
the Receivership estate remains a passive investor in these projects.

        7.      As to one project, the SLF Series A project, a recreational development on Lake
McConaughy in Nebraska, the investors in the project became dissatisfied with the management
services provided by SLF. As a result, they have formed a new legal entity, Ogallala Land
Holdings, LLC, to take title to the project, and have elected a new manager for the project.
Investigation by the new management group suggests that the original development plans for the
land are no longer feasible, and that alternative uses, including for ranching, agriculture, and/or
recreational vehicle use, are the most likely uses to realize value in the short-term. Management
has entered into a lease of the property, for ranching purposes, designed to generate revenue
sufficient to cover real property and insurance expenses, and which obligates the tenant to make
certain improvements to the property, such as fencing.

       8.      The Colorado Division of Insurance has brought a proceeding to revoke the
insurance license of Mr. Gay and his company, Southern Financial Corporation. An
administrative hearing was held on that action several months ago, but no ruling has yet been
made by the presiding administrative law judge.

                                        Receiver Actions

         9.     On March 22, 2007, the Receiver made his first interim distribution of funds to
the noteholders who are the beneficiaries of this receivership estate. The amount distributed was
$1,961,104.10, representing approximately 32% of the noteholders' principal advances to
SRELF. The Receiver withheld funds due one noteholder and has offset those funds against a
loan made by SRELF to that noteholder. The principal balance now due the noteholders is
$4,159,303.73. If and when the Receiver has repaid the principal due the noteholders in full, he
will begin making distributions on account of the accrued interest due the noteholders. Since
that distribution, the Receiver has not received any additional funds to distribute to the
noteholders.

        10.    The Receiver has brought suit against LightSummit Community Development,
Inc., Douglas Oelgoetz, and Donald Goldy, to collect a loan made by SRELF to Light5ummit,

670831.1                                         3
 and guarantied by Mr. Olegoetz and Mr. Goldy. The Receiver obtained a default judgment
 against Mr. Oelgoetz. The Receiver understands that LightSummit is defunct. Thus, the
 Receiver believes that the best prospect of recovery will be through claims against Mr. Oelgoetz
 and Mr. Goldy. The parties have engaged in settlement discussions, without success. The
 Receiver has successfully secured the dismissal of certain counterclaims and third party claims
 asserted by Mr. Goldy. Trial of the claims against Mr. Goldy and LightSummit is set for January
 of 2010.

          11.    As Exhibit A reflects, all remaining loan participations made by SRELF are
currently in default. The Receiver believes it unlikely that the receivership estate will receive
any substantial distributions from any of these participations in the near future. It is impossible,
at this time, to predict the likely timing of repayment.

         12.    The Receiver has considered, and has rejected, the prospect of selling one or more
of the loan participation interests identified on Exhibit A to raise immediate funds for the SRELF
investors. The Receiver believes that the receivership estate would be required to take a
substantial discount off the principal amount of each such participation interest in order to realize
funds immediately, and that it is not in the best interests of the receivership or the investors to
take such a discount, particularly when the best information available to the Receiver suggests
that the receivership estate may ultimately recover a substantial portion of principal amount of
each loan, if not full repayment, including interest and fees. That said, the Receiver has
informed noteholders that it may take a substantial amount of time to collect the amounts due
under the remaining loans.

        13.     The receivership estate holds one or more promissory notes from Alan Gay. The
Receiver had deferred actively pursuing these obligations, other than securing them by junior
deeds of trust on residential properties owned by Mr. Gay which are now in foreclosure by the
senior lenders, because of the Receiver's understanding that the Division of Securities would
pursue entry of a restitution order for the benefit of all investors. As no restitution proceeding
has yet been commenced, the Receiver will commence collection proceedings against Mr. Gay
on account of his outstanding obligations to SRELF.

                            Receiver's Receipts and Disbursements

         14.    Concurrent with the commencement of this case, the Receiver took possession of
the sole bank account in the name of SRELF, collecting $510,318.77. Since then, the Receiver
has received full repayment of two outstanding investments made by SRELF, the Funding Hub
loan, and the SLF Series I loan. In addition, prior to the period covered by this Report, the
Receiver collected two payments from Mr. Gay in the aggregate amount of $40,000.00, which
will be credited against the accrued interest and principal due on Mr. Gay's note to SRELF. In
addition, SFC made a payment to the receivership estate in the amount of $6,515.98. Attached
hereto as Exhibit B is a Balance Sheet and Income and Expense Statement Profit & Loss
Statement for the Receivership estate , reflecting income and expenses for the period covered by
this report. As of November 30, 2009, the Receiver's accounts held a balance of $93,273.48.

670831.1                                         4
                          Professional Retention and Comp ensation

        15.    The Receiver has retained Fairfield and Woods, P.C. as his legal counsel. During
the period covered by this Report, Fairfield and Woods, P.C. has been paid total fees and costs of
$22,334.16.

        16.    The Receiver has retained Finance & Accounting Solutions , LLC ("FAS") to
provide accounting services and technical support to the Receiver . During the period covered by
this Report, FAS has been paid total fees and costs of $687.50

        17.     The Receiver has retained Cordes & Company to provide forensic accounting and
analysis to the receivership estate. During the period covered by this Report , Cordes &
Company provided no services to the Receiver.

       18.     The Receiver has been paid fees and costs totaling $5,625.00 for the period
covered by this Report.

        19.     The Receiver has retained the firm of JDS Professional Group to prepare tax
returns for the receivership estate. During the period covered by this Report, JDS was paid
$275.00 on account of tax return preparation for the Receiver.

       20.    Copies of all the invoices referenced above are attached to monthly applications
for compensation that have been filed with this Court.

                                               Conclusion

       WHEREFORE , the Receiver respectfully requests that the Court enter an Order accepting
and approving this Interim Report, including the disbursements made , and authorizing the
payments made out of the receivership estate.

       The undersigned Receiver hereby certifies that, to the best of his knowledge, information
and belief, this Interim Report is a complete and accurate accounting and report for the Property
and operations of the Receivership Estate.

Dated: December 31, 2009
                                                         /s C. Randel Lewis
                                             C. Randel Lewis, Receiver


                                             FAIRFIELD AND WOODS, P.C.,

                                             By:        Is Caroline C. Fuller

                                             ATTORNEYS FOR RECEIVER


670831.1                                        5
                                CERTIFICATE OF SERVICE

       The undersigned certifies that a copy of the Eleventh Interim Report was served this 31St
day of December, 2009, via U.S. Mail, addressed correctly, postage prepaid to the following:

Russell B. Klein, Assistant Attorney General
1525 Sherman Street, 5th Floor
Denver, CO 80203

Barbara P. Kozelka
Petre & Petre, P.C.
P.O. Drawer 400
Glenwood Springs, CO 81602

Curtis V. Smith
Smith & Cook, LLC
8441 W. Bowles Ave., Suite 210
Littleton, CO 80123

W. Alan Gay
Southern Financial Corporation
8100 E. Maplewood Ave., Suite 140
Greenwood Village, CO 80111

L, Zoe Cole
L. Frank Bergner, Jr. & Associates, P.C.
390 South Potomac Way, Suite E
Aurora, CO 80012-2491

Together with all Noteholders reflected in the records of SRELF.


                                                       Is Julie Bolin
                                                           Julie Boling
                                                        SRELF OUTSTANDING LOANS
                                                        (updated as of December 10, 2009)

Note Name           Ultimate               Principal               Interest      Comments
                    Borrower               Balance                 Rate
SLF Series A        TC Properties, LLC     $1,570,000.00           12% Base      SRELF holds an approximate 44% participation interest in a $3.57
                                                                   17% Default   million loan secured by a 42% undivided ownership interest in 1638
                                           SRELF holds 44%                       acres of undeveloped real estate on Lake McConaughy in Nebraska.
                                           participation                         The most recent appraised value of the real property in its current
                                           interest in $3.57                     condition is approximately $7.8 million. Recent efforts to sell most of
                                           million loan. RK                      the collateral have failed. Secured Lending Fund retained a developer
                                           Enterprises, which                    to prepare a master plan and re-zone the property. Re-zoning to
                                           holds the                             facilitate further development was secured. The master plan for the
                                           remaining 56%                         project contemplated development of a marina, golf course, equestrian
                                           interest in the loan,                 center, amphitheater, resort lodge, an RV park, and residential lots.
                                           controls investment
                                           decisions.                            Ownership of this project has been restructured to (a) convert all
                                                                                 existing investor obligations into equity in the owner of the project; (b)
                                           Project is managed                    raise sufficient short-term capital to preserve water rights, as
                                           by individual                         necessary, and (c) call for the sale of the development, in its current
                                           investors.                            condition, without additional development, for the highest and best
                                                                                 value that may be realized at this time. If the investors determine that
                                                                                 the highest and best offer received for the development is insufficient,
                                                                                 the investors will reconsider how to move forward with this project.

                                                                                 After further investigation, the new manager advises that the
                                                                                 development plans pursued by the original borrower, and continued by
                                                                                 Secured Lending Fund, appear unfeasible in this economy, and given
                                                                                 the status of current development in the region. Thus, the new
                                                                                 manager has entered into a five-year lease for ranching activities which
                                                                                 is designed to generate sufficient. income to cover real property taxes,
                                                                                 and also to call for certain improvements to the property by the tenant,
                                                                                 including exterior fencing, the cost of which is being financed with a
                                                                                 non-recourse loan secured by a portion of the real property. The
                                                                                 manager has also concluded that preserving water rights for residential
                                                                                 development is not critical at this time, as the planned uses for the site,
                                                                                 in the near term, will likely not include residential development     The
                                                                                 manager continues to consider alternatives for the sale of the property
                                                                                 at a price acceptable to the investors.

                                                                                 Projected timing and amount of repayment is unknown at this time.
SLF Series -F       CGR Properties, Inc.   $284,256.00             18%           Collateral is a 540 site recreational campground located in the
                                                                                 Columbia River Gorge in Oregon. Collateral has been foreclosed on.
                                           SRELF holds a                         The manager, SLF, is the process of restructuring ownership so that the
                    EXHIBIT                7.36% artici ating



                u
                U                                                                original lenders own their pro rata share of equity in the entity now in
                                       interest in a               title to the real estate. SLF is also negotiating an agreement that would
                                       $3,860,000 loan.            result in the roll-up of this project into a diversified development entity
                                                                   holding and pursuing 3 or 4 development projects. Such a roll-up
                                       Secured Lending             might facilitate financing of all the projects and a quicker disposition
                                       Fund manages the            of all projects. Negotiations with a potential lender to this
                                       loan.                       development entity are on-going.

                                                                    SLF has secured an ordinance change which allows water and sewer
                                                                   to reach each of the 540 RV sites within the resort. SLF has continued
                                                                   to fund the current operating expenses of the property, primarily
                                                                   related to security and protection against vandalism. Funding of
                                                                   approximately $140,000 was secured last summer to maintain the
                                                                   buildings on site and provide the needed security. That loan has now
                                                                   matured, and management is pursuing alternatives to refinance that
                                                                   loan.

                                                                   Projected timing and amount of repayment is unknown at this time.
SLF Series G   United Enterprises of   $500,000.00           12%   Loan is secured by marina and commercial development sites in
               South Florida, Inc.                                 Pompano Beach, Florida. Title to the collateral has been secured
                                       SRELF holds                 through deed in lieu of foreclosure, though litigation remains with a
                                       5.87% participating         junior lien holder that is being addressed through a judicial foreclosure.
                                       interest in                 It is anticipated that litigation will be resolved in the first quarter of
                                       $8,517,000 loan.            2010. SLF is in the process of transferring ownership to all the
                                       Loan is managed             noteholders, based on their pro rata contribution in the original loan.
                                       by Secured
                                       Lending Fund.                Secured Lending Fund has secured re-zoning of the site which allows
                                                                   for reconstruction of the marina, which substantially enhances the
                                                                   value of the collateral. Secured Lending Fund raised short-term
                                                                   financing from existing lenders/investors totaling. approximately $1
                                                                   million, to cover existing accrued expenses, to complete the
                                                                   entitlement process, and related demolition, surveying, engineering,
                                                                   permitting, and development activities. That loan is secured by an
                                                                   unencumbered parcel in the project. SLF is now working on a loan to
                                                                   build out the marina and retire the $1 million in bridge financing.

                                                                   Once the marina is upgraded, SLF projects that it will generate positive
                                                                   cash-flow sufficient to satisfy real property taxes and debt service on
                                                                   the financing, and increase the marketability and development
                                                                   potential of the remaining property.

                                                                   Timing for repayment of this loan is unknown at this time.
SLF Series H   Pacific West Coast      $1,000,000.00         14%   Collateral is real property located in San Diego County, California.
               Development, LLC                                    This loan is in default. Secured Lending Fund commenced
                                       SRELF holds                 foreclosure, and the borrower filed a Chapter 11 bankruptcy petition
                                       7.1429%                     the day prior to the scheduled foreclosure sale. Pacific West Coast
                                       participating               Development has sued Secured Lending Fund in the bankruptcy case,
                                            interest in $14                  contending that the terms of its loan were usurious , that the loan was
                                            million loan.                    made under duress and involving fraudulent circumstance , seeking to
                                            Secured Lending                  avoid all payment obligations on a variety of additional legal theories.
                                            Fund manages the                 A settlement of this litigation has been reached in principle, and is
                                            loan.                            currently being documented, which will result in securing title to the
                                                                             real property for the benefit of the noteholders.

                                                                             Timing of repayment of this loan is unknown at this time.
SLF Series I (#2)     Ruby Mountain         $900,000.00        12% Base      Paid in full.
                      Mortgage, LLC/ The                       21% Default
                      Spirit of Wendover,
                      LLC
Funding Hub , LLC     Cornerbrook, LLC      $1,220,782.42      15%           Paid in full
(Halifax)
Park, Douglas Glenn   Park Douglas Glenn    $115 ,000.00       15%           To be repaid through offsets against distributions on noteholder
and Ulrike            and Ulrike                                             account.
LightSummit           LightSummit           $ 160,000 .00      10% per       Default judgment was secured against defendant Douglas Oelgoetz,.
Community             Community                                month         Litigation is pending against Goldy and LightSummit . Trial is
Development, Inc.     Development, Inc.                                      scheduled for earl Janu ary, 2010.
Alan Gay              Alan Gay              $370,000.00        18% default   Action by Colorado Securities Commissioner pending. Proceedings
                                                                             related to restitution have been deferred pending determination of
                                                                             recovery by investors pursuant to this receivership proceeding. An
                                                                             action to revoke Mr . Gay 's insurance license is pending.
                                                 SRELF OUTSTANDING LOANS
                                                 (updated as of December 10, 2009)

Note Name      Ultimate               Principal               Interest      Comments
               Borrower               Balance                 Rate
SLF Series A   TC Properties, LLC     $1,570,000.00           12% Base      SRELF holds an approximate 44% participation interest in a $3.57
                                                              17% Default   million loan secured by a 42% undivided ownership interest in 1638
                                      SRELF holds 44%                       acres of undeveloped real estate on Lake McConaughy in Nebraska.
                                      participation                         The most recent appraised value of the real property in its current
                                      interest in $3.57                     condition is approximately $7.8 million. Recent efforts to sell most of
                                      million loan. RK                      the collateral have failed. Secured Lending Fund retained a developer
                                      Enterprises, which                    to prepare a master plan and re-zone the property. Re-zoning to
                                      holds the                             facilitate further development was secured. The master plan for the
                                      remaining 56%                         project contemplated development of a marina, golf course, equestrian
                                      interest in the loan,                 center, amphitheater, resort lodge, an RV park, and residential lots.
                                      controls investment
                                      decisions.                            Ownership of this project has been restructured to (a) convert all
                                                                            existing investor obligations into equity in the owner of the project; (b)
                                      Project is managed                    raise sufficient short-term capital to preserve water rights, as
                                      by individual                         necessary, and (c) call for the sale of the development, in its current
                                      investors.                            condition, without additional development, for the highest and best
                                                                            value that may be realized at this time. If the investors determine that
                                                                            the highest and best offer received for the development is insufficient,
                                                                            the investors will reconsider how to move forward with this project.

                                                                            After further investigation, the new manager advises that the
                                                                            development plans pursued by the original borrower, and continued by
                                                                            Secured Lending Fund, appear unfeasible in this economy, and given
                                                                            the status of current development in the region. Thus, the new
                                                                            manager has entered into a five-year lease for ranching activities which
                                                                            is designed to generate sufficient income to cover real property taxes.,
                                                                            and also to call for certain improvements to the property by the tenant,
                                                                            including exterior fencing, the cost of which is being financed with a
                                                                            non-recourse loan secured by a portion of the real property. The
                                                                            manager has also concluded that preserving water rights for residential
                                                                            development is not critical at this time, as the planned uses for the site,
                                                                            in the near term, will likely not include residential development      The
                                                                            manager continues to consider alternatives for the sale of the property
                                                                            at a price acceptable to the investors.

                                                                            Projected timing and amount of repayment is unknown at this time.
SLF Series_F   CGR Properties, Inc.   $284,256.00             18%           Collateral is a 540 site recreational campground located in the
                                                                            Columbia River Gorge in Oregon. Collateral has been foreclosed on.
                                      SRELF holds a                         The manager, SLF, is the process of restructuring ownership so that the
                                      7.36% participating                   original lenders own their pro rata share of equity in the entity now in
                                       interest in a               title to the real estate. SLF is also negotiating an agreement that would
                                       $3,860,000 loan.            result in the roll-up of this project into a diversified development entity
                                                                   holding and pursuing 3 or 4 development projects . Such a roll-up
                                       Secured Lending             might facilitate financing of all the projects and a quicker disposition
                                       Fund manages the            of all projects . Negotiations with a potential lender to this
                                       loan.                       development entity are on-going.

                                                                    SLF has secured an ordinance change which allows water and sewer
                                                                   to reach each of the 540 RV sites within the resort. SLF has continued
                                                                   to fund the current operating expenses of the property, primarily
                                                                   related to security and protection against vandalism. Funding of
                                                                   approximately $ 140,000 was secured last summer to maintain the
                                                                   buildings on site and provide the needed security . That loan has now
                                                                   matured, and management is pursuing alternatives to refinance that
                                                                   loan.

                                                                   Projected timing and amount of repayment is unknown at this time.
SLF Series G   United Enterprises of   $500,000.00           12%   Loan is secured by marina and commercial development sites in
               South Florida, Inc.                                 Pompano Beach , Florida. Title to the collateral has been secured
                                       SRELF holds                 through deed in lieu of foreclosure , though litigation remains with a
                                       5.87% participating         junior lien holder that is being addressed through a judicial foreclosure.
                                       interest in                 It is anticipated that litigation will be resolved in the first quarter of
                                       $8,517,000 loan.            2010 . SLF is in the process of transferring ownership to all the
                                       Loan is managed             noteholders, based on their pro rata contribution in the original loan.
                                       by Secured
                                       Lending Fund .               Secured Lending Fund has secured re -zoning of the site which allows
                                                                   for reconstruction of the marina, which substantially enhances the
                                                                   value of the collateral. Secured Lending Fund raised short-term
                                                                   financing from existing lenders linvestors totaling approximately $1
                                                                   million, to cover existing accrued expenses, to complete the
                                                                   entitlement process, and related demolition, surveying , engineering,
                                                                   permitting, and development activities . That loan is secured by an
                                                                   unencumbered parcel in the project . SLF is now working on a loan to
                                                                   build out the marina and retire the $1 million in bridge financing.

                                                                   Once the marina is upgraded, SLF projects that it will generate positive
                                                                   cash-flow sufficient to satisfy real property taxes and debt service on
                                                                   the financing, and increase the marketability and development
                                                                   potential of the remaining property.

                                                                   Timing for repayment of this loan is unknown at this time.
SLF Series H   Pacific West Coast      $ 1,000,000.00        14%   Collateral is real property located in San Diego County, California.
               Development, LLC                                    This loan is in default. Secured Lending Fund commenced
                                       SRELF holds                 foreclosure , and the borrower filed a Chapter 11 bankruptcy petition
                                       7.1429%                     the day prior to the scheduled foreclosure sale. Pacific West Coast
                                       participating               Development has sued Secured Lendin g Fund in the bankru tcy case,
                                            interest in $14                   contending that the terms of its loan were usurious, that the loan was
                                            million loan.                     made under duress and involving fraudulent circumstance, seeking to
                                            Secured Lending                   avoid all payment obligations on a variety of additional legal theories.
                                            Fund manages the                  A settlement of this litigation has been reached in principle, and is
                                            loan.                             currently being documented, which will result in securing title to the
                                                                              real property for the benefit of the noteholders.

                                                                              Timing of repayment of this loan is unknown at this time.
SLF Series I (##2)    Ruby Mountain         $900,000.00        12% Base       Paid in full.
                      Mortgage, LLC/ The                       21 % Default
                      Spirit of Wendover,
                      LLC
Funding Hub, LLC      Cornerbrook, LLC      $1,220,782.42      15%            Paid in full
(Halifax)
Park, Douglas Glenn   Park Douglas Glenn    $115,000.00        15%            To be repaid through offsets against distributions on noteholder
and Ulrike            and Ulrike                                              account.
LightSummit           LightSummit           $160,000.00        10% per        Default judgment was secured against defendant Douglas Oelgoetz,.
Community             Community                                month          Litigation is pending against Goldy and LightSummit. Trial is
Development, Inc.     Development, Inc.                                       scheduled for earl January, 2010.
Alan Gay              Alan Gay              $370,000.00        18% default    Action by Colorado Securities Commissioner pending. Proceedings
                                                                              related to restitution have been deferred pending determination of
                                                                              recovery by investors pursuant to this receivership proceeding. An
                                                                              action to revoke Mr. Gay's insurance license is pending.
 10:56 AM
12/12/09
                           C. RANDEL LEWIS, RECEIVER FOR SRELF
Accrual Basis
                                       Balance Sheet
                                    As of November 30, 2009


                                                                  November 30, 09
ASSETS
   Current Assets
      Checking/Savings
         SRELF WFC BUSINESS SAVINGS ACT                                       3,233.78
            SRELF WFC OPERATING ACCOUNT                                          39.70
        Total Checking/Savings                                               93,273.48

    Total Current Assets                                                     93,273.48

TOTAL ASSETS                                                  $             93,273.48
   RECEIVERSHIP EQUITY
      BEGINNING EQUITY -111/2009                                            130,301.91
      NET INCOME (LOSS) - THROUGH APRIL 30, 2009                            -37,028.43
    TOTAL RECEIVERSHIP EQUITY                                 $             93,273.48




                                             EXHIBIT

                                                                                    Page 1 of 6
 10:04 AM
12M212009
                                     C. RANDEL LEWIS , RECEIVER FOR SRELF
                                   RECEIVERSHIP COLLECTIONS AND EXPENSES
                                               October 2006 through November 30 2009
                                    Oct - Dec 2005        Jan-Dec 2007        Jan-Dec 2008      Jan-Nov 2009           TOTAL
RECEIVERSHIP COLLECTIONS
  INTEREST INCOME                   $     2,207.26    $         19,666.53     $    3,938.44     $      631,88     $     26,444.11
    RECEIVERSHIP FUNDS RECEIVED         510,318.77           1,801,091,91 _                                         2,311,410.68
TOTAL RECEIVERSHIP COLLECTIONS      $   512,526.03    $      1,820,758.44     $    3,938.44            631.88     $ 2,337,854.79

RECEIVERSHIP EXPENSES
  BANK CHARGES & FEES                                               65.50     $       70.00     $       77.00     $        212.50
  INSURANCE                                                        100.00            100.00            100.00              300.00
    PROFESSIONAL FEES
      ACCOUNTING FEES                                           16,095.65          2,695.58          1,650.00           20,441.23
        LEGAL FEES                        6,076.00              43,875.69         78,130.43         27,533.31          155,615.43
       RECEIVER'S FEES                   11,350.00              35,750.00         42,750.00          8,300.00           98,150.00
      TECHNOLOGY SERVICES                 6,494.40               1.275.83               -                 -              7,770.23
    TOTAL PROFESSIONAL FEES         $    23,920.40              96,997.17     $ 123,576.01      $   37,483.31     $    281,976.89

    RECEIVERSHIP DISTRIBUTIONS                               1,961,104.23                                             1,961,104.23
    SUPPLIES                                 99.18                                                                           99.18
    FEDERAL TAXES WITHHELD                                         344.41            544.10                -                888.51
TOTAL RECEIVERSHIP EXPENSE          $    24,019.58           2,058,611.31     $ 124,290.11          37 660,31     $ 2,244.581.31

    NET RECEIVERSHIP COLLECTIONS    $   488,505 .45   $       (237,852.87)    $ (120,351 .57)   $   (37,028.43)   $     93,273.48




                                                                                                                                     Page 2 of 6
10:11) AM
12112M
                                                                     C. RANDEL LEWIS, RECEIVER FOR SRELF
A-1 8.w9                                                                       Profit & Loss Detail
                                                                       October 1, 2006 through November 30, 2009


     TRANS                    DATE         HUM                      NAME                                       MEMO                      DR                 CR               BALANCE

 RECEIVERSHIP INCOME
INTEREST INCOME
Deposit                  11!30!2006               WELLS FARGO                                Interest                                                         914.75                 914.75
Deposit                  1213112006               WELLS FARGO                                Interest                                                       1,292.51              2,207.26
Deposit                  01012007                 WELLS FARGO                                Interest                                                       3,833.24              6,040.50
Deposit                  02128!2007               WELLS FARGO                                Interest                                                       3,839.32              9,879.82
Deposit                  03/3012007               WELLS FARGO                                Interest                                                       5,087. 58            14,967.40
Deposit                  04130!2007               WELLS FARGO                                Interest                                                         906.84             16,874,24
Deposit                  00112007                 WELLS FARGO                                Interest                                                         845.01             16,719.25
Deposit                  06!3012007               WELLS FARGO                                Interest                                                         820.28             17,539.53
Deposit                  07131!2007               WELLS FARGO                                Interest                                                         836.16             18,375.69
Deposit                  08/31/2007               WELLS FARGO                                Interest                                                         820.01             19,195.70
Deposit                  09130/2007               WELLS FARGO                                Interest                                                         748.80             19,944.50
Deposit                  10!3112007               WELLS FARGO                                Interest                                                         699.22             20,643.72
Deposit                  11/30/2007               WELLS FARGO                                Interest                                                         610.58             21,254.30
Deposit                  12/31/2007               WELLS FARGO                                Interest                                                         619.49             21,873.79
Deposit                  0113112008               WELLS FARGO                                Interest                                                         601.88             22,475,67
Deposit                  02012008                 WELLS FARGO                                Interest                                                         491.25             22,966.92
Deposit                  03!3112008               WELLS FARGO                                Interest                                                         481.49             23,448.41
Deposit                  0413012008               WELLS FARGO                                Interest                                                         368.19             23,816.60
Deposit                  0513112008               WELLS FARGO                                Interest                                                         335,91             24,152.51
Deposit                  0613012008               WELLS FARGO                                Interest                                                         314.03             24,466.54
Deposit                  0713112008               WELLS FARGO                                interest                                                         324.11             24,790,65
Deposit                  0813112008               WELLS FARGO                                Interest                                                         255.06             25,045.71
Deposit                  0913012008               WELLS FARGO                                Inwest                                                           226.70             25,272.41
Deposit                  1013112008               WELLS FARGO                                Interest                                                         218.60             25,491.01
Deposit                  1113012008               WELLS FARGO                                Interest                                                         174.37             25, 665.38
Deposit                  12131/2008               WELLS FARGO                                Interest                                                         146.85             25,812.23
Deposit                  01!3012009               WELLS FARGO                                Interest                                                         109.80             25,922.03
Deposit                  0212812009               WELLS FARGO                                Interest                                                          74.14             25,996.17
Deposit                  0313112009               WELLS FARGO                                interest                                                          55.42             26,051.59
Deposit                  04130/2009               WELLS FARGO                                interest                                                          52.58             26,104.17
Deposit                  0513112009               WELLS FARGO                                interest                                                          51.81             26,155.98
Deposit                  06/3012009               WELLS FARGO                                Interest                                                          $0.16             26,206.14
Deposit                  07131/2009               WELLS FARGO                                Interest                                                          51.84             26,257.98
Deposit                  0813012009               WELLS FARGO                                Interest                                                          51.84             26,309.82
Deposit                  0913012009               WELLS FARGO                                Interest                                                          50.16             26,359.98
Deposit                  1013112009               WELLS FARGO                                Interest                                                          51,87             26,411.85
Deposit                  1113012009               WELLS FARGO                                Interest                                                          32.26             26,444.11
   TOTAL INTEREST INCOME                                                                                                             S                S   26,444.11      $      26,444.11

TRUST FUNDS RECEIVED
                                                                                             OPENING BALANCE TRANSFER FROM
Deposit                  111030006                                                           PEAK NATIONAL BANK                                           510,318 .77           510,318.77
Deposit                  0110312007        1073   FUNDING HUB LLC                            FUNDING HUB PAYOFF IN FULL                                   784, 027.78         1,294, 346.55
Deposit                  01111007                 FUNDING HUB LLC                            ALAN GAY CHECK                                                25,000 .00         1,319, 346.55
                                                                                             WT SE?#78386 SLF SERIES I , LLC IORG=
Deposit             02126!2007                    THE SPIRIT OF WENDOVER, LLC                SRF# FW06343057826282                                         968,994.73         2,288, 341.28
Deposit             03100007               6877   SOUTHERN FINANCIAL CORPORATION             RIA FEES - MARCH                                                6,515.98         2,294,857.26
Deposit             0310912007             1460   ALAN GAY                                   Deposit                                                        15,000.00         2,309,857.26
Deposit             0310912007              5     SLF SERIES 1 LLC                           INTEREST FOR 21 DAYS                                            1,553.42         2,311,410,68
  TOTAL TRUST FUNDS RECEIVED                                                                                                         $                $ 2,311 ,410.68        2,311,410.68

  TOTAL RECEIVERSHIP INCOME                                                                                                          S                $ 2,337,854.79     $ 2,337,854.79


RECEIVERSHIP EXPENSES
BANK CHARGES & FEES
Deposit                  1013112006        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                               2.00                                  2.00
Deposit                  11101/2006               WELLS FARGO                                REVERSAL OF OCTOBER FEE                                              2.00               0.00
Deposit                  1 1 10312 0 0 6   EFT    WELLS FARGO                                WIRE TRANSFER FEE                                 7.50                                  7.50
Deposit                  1113012006                                                          MONTHLY SERVICE FEE                               2.00                                  9.50
Deposit                  1213112006               WELLS FARGO                                MONTHLY FEE REVERSAL                                                 9.50               0.00
Deposit                  =2612D07          EFT    WELLS FARGO                                WIRE TRANSFER FEE                                 7.50                                  7.50
Deposit                  0312212007        EFT    WELLS FARGO                                WIRE TRANSFER FEE                                30.00                                 37.50
Deposit                  07131007          EFT    WELLS FARGO                                MONTHLY SERVICE FEE                               7.00                                 44.50
Deposit                  0813112007        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                               7.00                                 51.50
Deposit                  09MQ007           EFT    WELLS FARGO                                MONTHLY SERVICE FEE                               7.00                                 58.50
Deposit                  1013112007        EFT    WELLS FARGO                                REVERSE MONTHLY FFES                                                14.00              44.50
Deposit                  1013112007        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              7.00                                  51.50
Deposit                  1113012007        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              7.00                                  58.50
Deposit                  1 213 112 0 07    EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              790                                   65.50
Deposit                  01/3112008        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              7.00                                  72.50
Deposit                  0212912008        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              7.00                                  79.50
Deposit                  03/3112008        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              7,00                                  86.50
Deposit                  05/31/2008        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              7.00                                  93.50
Deposit                  0613011008        EFT    WELLS FARGO                                MONTHLY SERVICE FEE                              7.00                                 100.50




SRELF P &L DETAIL 1130 2009                                                                                                                                                             Pepe 3 d a
10:10AM                                                               C. RANDEL LEWIS, RECEIVER FOR SRELF
1V12"
A ,.l E.WS                                                                      Profit & Lass Detail
                                                                        October 1, 2008 through November 30,209

                                                                                                           MEMO                          DR                  CR                 13ALANCE
     TRANS                 DATE            NUM                     NAME
                                                                                             MONTHLY SERVICE FEE                                7,00                                 107.50
Deposit                 0713112008         EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7,00                                 114.50
Dep osit                03012008           EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7.00                                 121.50
Deposit                 10/3112008         EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7.00                                 128.50
Deposit                 11 /1812008        EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7.00                                 135.50
Deposit                  1213112000        EFT    WELLS FARGO
Deposit             01!30!2009             EFT    WELLS FARGO                                MONTHLY SERVICE FEE                                7.00                                 142.50
                                                                                             MONTHLY SERVICE FEE                                7,00                                   149.50
Deposit             0212812009             EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7,00                                   156.50
Deposit             0313112009             EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7,00                                   163.50
De p osit           04130009               EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7.00                                   170.50
Deposit             00112009               EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7,00                                   177.50
Deposit             0613012009             EFT    WELLS FARGO
                                                                                                                                                7.00                                   184.50
Deposit             070!2009               EFT    WELLS FARGO                                MONTHLY SERVICE FEE
                                                                                             MONTHLY SERVICE FEE                                7.00                                   191.50
Deposit             08!30!2009             EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7.00                                   198.50
Deposit             09!3012009             EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7.00                                   205.50
Deposit             10131/2009             EFT    WELLS FARGO
                                                                                             MONTHLY SERVICE FEE                                7.00                                   212.50
Deposit             11 130!2009            EFT    WELLS FARGO
                                                                                                                                              238 . 00            25 . 50              212 . 50
TOTAL BANK CHARGES & FEES

INSURANCE                                                                                                                                                                              100.00
                                           1064   POMS & ASSOCIATES INSURANCE BROKERS         INVOICE #35960                                  100A0
Check                    11M5=7
                                                                                              POLICY #104737905 RECEIVER'S BOND
                                                                                              RENEWAL                                         100.00                                   200.00
                         1012712008        1084   POMS & ASSOCIATES INSURANCE BROKERS
                                                                                              POLICY #104737905 RECEIVER'S BOND
                                           1090   POMS & ASSOCIATES INSURANCE BROKERS         RENEWAL                                         106.00                                   300.00
Check                    0 811 012 0 0 9
                                                                                                                                     S     300.00        S                  $         300.00
   TOTAL INSURANCE

PROFESSIONAL FEES
ACCOUNTING FEES                                                                                                                                                                      2,367.00
                  0110102007               1005   CORDES & COMPANY, INC.                      INVOICE #23154                              2,367.00
Check                                                                                                                                                                                2,929.50
                  01101/2007               1006   FINANCE & ACCOUNTING SOLUTIONS, LLC         NOVEMBER & DECEMBER INVOICE SRELF              562.50
Check
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC         INVOICE SRELF 012007                           375.00                                  3,304.50
Check             0210512007               1011
                                                  CORDES & COMPANY, INC.                      INVOICE #23315 - DECEMBER 31, 2006             887 .35                                 4,191.85
Check                    0 311 5120 0 7    1012
                                                                                              INVOICE #23398-JANUARY 31, 2007             7,144.15                                  11,336.00
Check                    0311512007        1012   CORDES & COMPANY, INC.
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC         INVOICE #02272007                              187.50                                 11,523.50
Check                    03119007          1014
                                                                                              INVOICE #23478 - FEBRUARY 28, 2007           1,779. 65                                13,303.15
Check                    00112007          t052   CORDES & COMPANY, INC.
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC         INVOICE 040ANW7                              f,750.00                                 15,053.15
Check                    0510112007        1054
                                                  FINANCE &ACCOUNTING SOLUTIONS, LLC          INVOICE 06/0301007                             312.50                                 15,365.65
Check                    07116007          1057
                                                  CORDES & COMPANY, INC.                      INVOICE #23830 - MARCH 31, 2007                292.50                                 15,658.15
Check                    08=2007           1058
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC          INVOICE #911312007                            437.50                                 16,095.65
Check                    1 105120 0 7      1063
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC          INVOICE DATED 1/512008                        437.50                                 16,533.15
Check                    01124/2008        1068
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC          INVOICE DATED 31312D08                        437.50                                 16,970,65
Check                    04!12!2008        1071
                                                                                               INVOICE # 413012008                           375.00                                 17,345.65
Check                    06/0112008        1074   FINANCE & ACCOUNTING SOLUTIONS, LLC
                                                  JOS PROFESSIONAL GROUP                       INVOICE 63617- INCOME TAXES                   570.58                                 17,916.23
Check                    06!1512008        1075
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC          INVOICE 01IM2008                              625.00                                 18,541.23
Check                    08/0312008        1078
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC          INVOICE DATED 913012008                       250.00                                 18,791.23
 Check                   10012008          1083
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC          INVOICE DATED 311512009                       687.50                                 19,418.73
 Check               04/2212009            1089
                                                  FINANCE & ACCOUNTING SOLUTIONS, LLC         ACCOUNTING SERVICES INVOICE                    667.50                                 20,166.23
 Check               1110512009            1093
                                                  JOS PROFESSIONAL GROUP                       INVOICE #662946                               275.00                                 20,441.23
 Check               1111112009            1094
                                                                                                                                     $   20,441 .23      ;                  $      2 0 , 441 . 23
   TOTAL ACCOUNTING FEES

 LEGALFEES
                                           1001   FAIRFIELD & WOODS, P.C.                     INVOICE 42781                               3,971.90                                   3,971.90
 Check                   1112712006
                                                  FAIRFIELD & WOODS                           STATEMENT NUMBER 34079                      2,104.10                                   6,076.00
 Check                   11212812006       1003
                                           1009   FAIRFIELD & WOODS                           INVOICE #34694 -JANUARY 5, 2007             8,080.69                                  14,156.69
 Check                   0210512007
                                           1013   FAIRFIELD & WOODS                           INVOICE #35571- FEBRUARY 5, 2007            4,874.78                                  19,031.47
 Check                   0311912007
                                           1051   FAIRFIELD & WOODS                           INVOICES #36632 AND 037433                 10,730.16                                  29,761.63
 Check                   6510112007
                         0MWO07            1051   FAIRFIELD 8 WOODS                           INVOICES #35632 AND #37433                  5, 183.60                                 34,945.23
 Check
                         0711612007        1056   FAIRFIELD & WOODS                           STATEMENT NUMBER 39303 DATED JUNE           4,623.12                                  39,566.35
 Check
                         0812301007        1060   FAIRFIELD & WOODS                           INVOICE 41050 DATED 711812007               3,358.00                                  42,926.35
 Check
                         0812312007        1060   FAIRFIELD & WOODS                           INVOICE 41405 DATED 81812(107               1,340.07                                  44,266.42
 Check
                                                                                              STATEMENT #42361 DATED SEPTEMBER
                                           1062   FAIRFIELD & WOODS                           10, 2007 (AUGUST FEES)                       2,338,34                                 46,604.76
 Check                   1110512007
                                                                                              STATEMENT #43154 DATED OCTOBER 2,
                          11105!2007              FAIRFIELD & WOODS                           2007 (SEPTEMBER FEES)                        1,619.40                                 46,224.16
 Check                                     1062
 Check                    1110612007       1065   FAIRFIELD & WOODS                           INVOICE 43155 DATED 101212007                1,727.53                                 49,951.69
                                                                                              STATEMENT DATED 11212007-#44263-
 Check                   01124/2008        1067   FAIRFIELD & WOODS                           OCTOBER 2007 LEGAL FEES                         475.27                                50,426.96
                                                                                              STATEMENT DATED 12/4/2007 - #45548 -
 Check                   01/24/2008        1067   FAIRFIELD&WOODS                             NOVEMBER 2007 LEGAL FEES                         112.03                               50,538.99
                                                                                              STATEMENT DATED 1812008 - #46595 -
 Check                   01/2412008        1067   FAIRFIELD & WOODS                           DECEMBER 2007 LEGAL FEES                         100.50                               50,639.49
                                                                                              STATEMENT DATED 11612007 - #44583 -
 Check                   01/2412008        1067   FAIRFIELD & WOODS                           LIGHTSUMMIT LITIGATION - OCTOBER             1,504-13                                 52,143.62
                                                                                              STATEMENT DATED 121512007 - #45737 -
 Check                    0112412008       1067   FAIRFIELD & WOODS                           LIGHTSUMMIT LITIGATION - NOVEMBER            1,161.46                                 53,305.06
                                                                                              STATEMENT DATED 111012008 - #46679 -
 Check                    01124/2008       1067   FAIRFIELD & WOODS                           LIGHTSUMMIT LITIGATION - DECEMBER            1,291.25                                 54,596.33
                                                                                              STATEMENT DATE - MARCH 7, 2008 -
 Check                    0411712008       1069   FAIRFIELD&WOODS                              INVOICE#48254-SRELF, LLC                    2,113.06                                 56,709.39




 SRELF P&L DETAIL 12 W 20119                                                                                                                                                                   P.e.4of 6
 10:10 AM
1212109
                                                                     C. RANDEL LEWIS, RECEIVER FOR SRELF
A.-I Smis                                                                      Profit & Loss Detail
                                                                       October 1 , 2006 through November 30, 2009

     TRANS                   DATE        NUM                        NAME                                       MEMO                            DR               CR              BALANCE
                                                                                              STATEMENT DATE - MARCH 7, 2008 -
Check                   0 411 212 0 68   1069   FAIRFIELD & WOODS                             INVOICE #48255-LIGHTSUMMIT                        3,330.13                          60,039.52
Check                   06/01/2008       1072   FAIRFIELD & WOODS                             INVOICE #49170 - DATED APRIL 12008                2,595.00                          62,634.52
                                                                                              INVOICE #49171- DATED APRIL 120DB
Check                   0610112008       1072   FAIRFIELD & WOODS                             LIGHTSUMMIT LITIGATION                               65.53                          62,700.05
Check                   0810312008       1076   FAIRFIELD & WOODS                             INVOICE #52737 CCF LIGHTSUMMIT                   40,755.24                         103,455.29
Check                   0810312008       1076   FAIRFIELD & WOODS                             INVOICE #52736 CCF SRELF, LLC                     2,841.00                         106,296.29
Check                   0910912008       1080   FAIRFIELD & WOODS                             STATEMENT NO. 53398                               3,375.28                         109,671.57
Check                   0910912008       1080   FAIRFIELD & WOODS                             STATEMENT NO. 0475                                4,370.14                         114,041.71
Check                   10130!2008       1082   FAIRFIELD & WOODS                             STATEMENT NO. 54381 DATED 902008                  1,398.06                         115,439.77
Check                   10P301P008       1082   FAIRFIELD & WOODS                             STATEMENT NO. 54463 DATED 919/2008                1,213.22                         116.652.99
Check                   12131008         1085   FAIRFIELD & WOODS                             STATEMENT NO. 57367                               4,207.46                         120,B60.45
Check                   1213112008       1085   FAIRFIELD & WOODS                             STATEMENT NO. 57638                               7,221.67                         128,082.12
Check                   0412212009       1088   FAIRFIELD & WOODS                             SRELF INVOICE #58368 -JANUARY 7, 2009               759.91                         128,842.03
Check                   0412212009       1088   FAIRFIELD & WOODS                             SRELF INVOICE #59470 - FEBRUARY 11, 2009            311.91                         129,153.94
Check                   041222009        1088   FAIRFIELD & WOODS                             SRELF INVOICE *0162 - MARCH 5, 2009               1,032.00                         130,185.94
Check                   04122009         109E   FAIRFIELD & WOODS                             LIGHTSUMMIT LITIGATION INVOICE #58460-J,            395.91                         130,581.85
Check                   0412212009       1088   FAIRFIELD & WOODS                             LIGHTSUMMIT LITIGATION INVOICE #59471 -F            807.11                         131,388.96
Check                   04122/2009       1088   FAIRFIELD&WOODS                               LIGHTSUMMIT LITIGATION INVOICE #60497-14          1,892.31                         133,281.27
Check                   11!0512009       1092   FAIRFIELD & WOODS                             STATEMENT NO. 58368 CCF SRELF DECEMBE               759.91                         134,041.18
Check                   11/0512009       1092   FAIRFIELD & WOODS                             STATEMENT NO. 59470 CCF SRELF JANUARY               293.91                         134,335.09
Check                   11105/2009       1092   FAIRFIELD & WOODS                             STATEMENT NO. 60162 CCF SRELF FEBRUAR             1,032.00                         135,367.09
check                   1IM512009        1092   FAIRFIELD & WOODS                             STATEMENT NO. 58460 CCF LIGHTSUMMIT LIT             395.91                         135,763.00
Check                   1110512009       1092   FAIRFIELD & WOODS                             STATEMENT NO. 59471 CCF LIGHTSUMMIT LIT             807.11                         136,570.11
Check                   111050009        1092   FAIRFIELD & WOODS                             STATEMENT NO. 60497 59471 CCF LIGHTSUMI           1,892.31                         139,462.42
Check                   11111!2009       1096   FAIRFIELD & WOODS                             STATEMENT NO. 61314 - SRELF PROFESSION,             118.91                         138,581.33
Check                   1111112009       1096   FAIRFIELD & WOODS                             STATEMENT NO, 61971- SRELF PROFESSION,              820.00                         139,401.33
Check                   11111/2009       1096   FAIRFIELD & WOODS                             STATEMENT NO.62941- SRELF PROFESSION,             1,256.91                         140,658.24
Check                   1111112009       1098   FAIRFIELD & WOODS                             STATEMENT NO. 6391- SRELF PROFESSION,               153.91                         140,812,15
Check                   11/11/2009       1096   FAIRFIELD & WOODS                             STATEMENT NO. 65899 - SRELF PROFESSION,             105.00                         140,917.15
Check                   11/11/2009       1096   FAIRFIELD & WOODS                             STATEMENT NO. 67037 - SRELF PROFESSION,             140.00                         141,057.15
Check                   11/1112009       1096   FAIRFIELD & WOODS                             STATEMENT NO. 61753 - LIGHTSUMMIT PROF1             754.64                         141,811.79
Check                   11/1112009       1096   FAIRFIELD & WOODS                             STATEMENT NO, 0077 - LIGHTSUMMIT PROF[            3,317.53                         145,129.32
Check                   1111112009       1096   FAIRFIELD & WOODS                             STATEMENT N0.63072 - LIGHTSUMMIT PROFS              971.84                         146,101.16
Check                   11/1112009       1096   FAIRFIELD & WOODS                             STATEMENT NO.64064- LIGHTSUMMIT PROFS             2,422.46                         148,523.62
Check                   1111112009       1096   FAIRFIELD & WOODS                             STATEMENT NO. 65050 - LIGHTSUMMIT PROFS           4,880.50                         153,404.12
Check                   1111112009       1096   FAIRFIELD & WOODS                             STATEMENT NO.66070- LIGHTSUMMIT PROFS               931.34                         154,335.46
                                                                                              STATEMENT NO. 67137 - LIGHTSUMMIT
Check                   1111112009       1096   FAIRFIELD & WOODS                             PROFESSIONAL FEES SEPTEMBER 2009                  6,461.12                         160,796.58
                                                                                              CREDIT FOR PAYMENT #1092 FOR
Check                   11111!2009       1096   FAIRFIELD & WOODS                             INVOICES PREVIOUSLY PAID ON 1110009                    0.00        5,181.15        155,615.43
  TOTAL LEGAL FEES                                                                                                                       S 160,796.58       $   5,181.15    S 155,615.43

RECEIVER'S FEES
Check                   11127/2006       1002   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 01                                11,350.00                          11,350.00
Check                   0110112007       1004   C. RANDEL LEWIS, RECEIVER                     INVOICE SRELF 02                                  4,812.50                          16,162.50
Check                   0210512007       1010   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 03                                 6,375.00                          22,537.50
Check                   0311912007       1015   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 04                                 5.625.00                          28,162.50
Check                   05/01/2007       1053   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 05 MARCH 31, 2007                 10,875.00                          39,037.50
Check                   07/1612001       1055   C, RANDEL LEWIS, RECEIVER                     0513112007 RECEIVER'S INVOICE FOR                 3,750.00                          42,787.50
Check                   003/2007         1059   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF07 - DATED 713112007                1,875.00                          44,662.50
Check                   11/0512007       1061   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 08                                 2,437,50                          47,100.00
Check                   01/2412008       1066   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 09 - DECEMBER 31, 2007             2,625.00                          49,725.00
Check                   "I 2J2008        1070   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 10                                 5,625.00                          55,350-00
Check                   0610112008       1073   C. RANDEL LEWIS, RECEIVER                     INVOICE # SRELF 11 DATED 413012006                3,375.00                          58,725.00
Check                   0810312008       1077   C. RANDEL LEWIS, RECEIVER                     INVOICE SRELF 12                                  9,375.00                          68,100.00
Check                   090008           1079   C. RANDEL LEWIS, RECEIVER                     INVOICE #SRELF 13                                 6,187.50                          74,287.50
Check                   10130V2008       1080   C. RANDEL LEWIS, RECEIVER                     INVOICE SRELF 14                                  9,000.00                          83,287.50

Check                   121312008        1086   C. RANDEL LEWIS, RECEIVER                     INVOICE DATED 12/1/2008 SRELF 15                  6,562.50                          89,850.00
Check                   0412212009       1086   0. RANDEL LEWIS, RECEIVER                     INVOICE SRELF 16                                  2,675.00                          92,525.00

                                                                                              INVOICE #SRELF 1612212006.2128/2009
Check                   11/0&2009        1091   C. RANDEL LEWIS, RECEIVER                     (ERRONEOUSLY PAID LAST INVOICE)                   2,675.00                          95,200.00
                                                                                              DIFFERENCE BETWEEN SRELF #17 AND
Check                11/1112009          1095   C. RANDEL LEWIS, RECEIVER                     SRELF #16                                         2,950.00                          98,150.00
  TOTAL RECEIVER'S FEES                                                                                                                  $    98,150.00     S               $    98,150.00

 TECHNOLOGY SERVICES
Check              1110312006             001   SMITH FAMILY ENTERPRISES                     CONSULTING SERVCES                                   987.02                             987.02
Check              11/02006              002    SMITH FAMILY ENTERPRISES                     CONSULTING SERVICES - INVOICE #10804               1,963.75                           2,950.77
Check              1112712006            1000   SMITH FAMILY ENTERPRISES                     INVOICE #10807                                     3,543.63                           6,494.40
Check              01114/2007            1007   SMITH FAMILY ENTERPRISES                     INVOICE #10817                                     1,275.83                           7,770.23
 TOTAL TECHNOLOGY SERVICES                                                                                                               $     7,770.23     $               $     7,770.23

 TOTAL PROFESSIONAL FEES                                                                                                                     287,158. 04    ;   5,181.15    S 281,976.89
RECEIVERSHIP DISTRIBUTIONS




SRELF P&L DETAIL 1130 2009                                                                                                                                                                a,Qm 5 a 6
 10:10 AM                                                     C. RANDEL LEWIS , RECEIVER FOR SRELF
12J1vee
                                                                        Profit & Loss Detail
                                                                October 7 , 2006 through November 30, 2009

                                                                                                        MEMO            DR               CR             BALANCE
    TRANS               DATE         NUM                    NAME
                                                                                                                         7,973.32                             7,973.32
Check                0312112007      4016
                                                                                                                       34,753.57                             42.726.89
Check                0312112007      1017
                                                                                                                        22,237.33                            64,954.22
Check                03212007        1018
                                                                                                                                                           134,532.92
                                     1019                                                                              69,568.70
Check                03212007                                                                                                                              152,350.71
                                     1020                                                                               17,817.79
Check                0312112007                                                                                                                            162,446.46
                                     1021                                                                               10,095.75
Check                0312112007                                                                                                                            195,124.02
                                                                                                                        32,677.56
Check                0312112007      1022
                                                                                                                                                           204,927.29
                                                                                                                         9,803.27
Check                031211007       1023
                                                                                                                                                           229,445.89
                                                                                                                        24,518.60
Check                0312112007      1024
                                                                                                                        43,050.01                          272,495.90
Check                03121)2007      1025
                                                                                                                        18,462.82                          290,958.72
Check                021/2007        1026
                                                                                                                        37,076.92                          328,035.64
Check                0312112007      1027
                                                                                                                        16,338.78                          344,374.42
Check                031211007       1028
                                                                                                                        52,667.93                          397,042.35
Check                0312112007      1029
                                                                                                                        55,746.51                          452,788.86
Check                0312112007      1030
                                                                                                                        44,396.24                          497,185.10
Check                0312112007      1031
                                                                                                                        31,786.56                          528,971.66
Check                0312112007      1032
                                                                                                                         8,000.00                          536,971.66
Check                0312112007      1033
                                                                                                                         2,500.00                          539,471.66
Check                0312112007      1035
                                                                                                                        75,158.39                          614,630.05
Check                0312112007      1036
                                                                                                                        23,605.64                          638,235.69
Check                0312112007      1037
                                                                                                                        51,833.86                           690,069.55
Check                0312112007      1038
                                                                                                                        42,694.16                           732,763.71
Check                0312112007      1039
                                                                                                                        71,890.63                           804,654.34
Check                03121007        4040
                                                                                                                        55,551.85                           860,206.19
Check                0312112007      1041
                                                                                                                        61,433.81                           921,640.00
Check                03012007        1042
                                                                                                                        66,430.42                           988,070.42
Check                03/2112007      1043
                                     1044                                                                               41,950.13                         1,030,020.55
Check                02112007
                                                                                                                        70,45877                          1,100,479.32
Check                 03/2112007     1045
                                                                                                                       115,351.79                         1,215,831.11
Check                 0312112007     1046
                                                                                                                        38,806.24                         1,254,637.35
Check                 0312112007     1047
                                                                                                                        25,850.22                         1,280,487.57
Check                 03121/2007     1048
                                                                                                                         8,169.39                         1,288,656.96
Check                 0312112007     1049
                                                                                                                       580,950.10                         1,869,607.06
Check                 0312112007     1050
                                                                                                                        91,497.17                         1,961,104.23
Check                 032112007       EFT
                                                                                                                   31,961,10423      S                 S 1,961,104.2 3
  TOTAL RECEIVERSHIP DISTRIBUTIONS

 SUPPLIES
                                     EFT    DELUX BUSINESS SERVICES                     RECEIVERSHIP CHECKS                  99.18                               99.18
 Check                   11202006
                                                                                                                   S        99.18    $                 S        99.18
  TOTAL SUPPLIES

 TAX WITHHOLDING
                                            FEDERAL TAX WITHHELD                        NOVEMBER TAX WITHHOLDING           170.96                               170.96
 Check               111302007        EFT
                                      EFT   FEDERAL TAX WITHHELD                        DECEMBER TAX WITHHOLDING           173.45                               344.41
 Check               12/312007
                                      EFT   FEDERAL TAX WITHHELD                        JANUARY TAX WITHHELD               168.52                               512.93
 Check               011312008
                     071292008        EFT   FEDERAL TAX WITHHELD                        FEBRUARY TAX WITHHELD              137.55                               650.48
 Check
                                      EFT   FEDERAL TAX WITHHELD                        MARCH TAX WITHHELD                 134.81                               785.29
 Check               031312008
                     04/302068        EFT   FEDERAL TAX WITHHELD                        APRIL TAX WITHHELD                 103.09                               888.38
 Check
                                      EFT   FEDERAL TAX WITHHELD                        MAY TAX WITHHELD                    94.05                               982.43
 Check               05/302008
                     06/302008        EFT   FEDERAL TAX WITHHELD                        JUNE TAX WITHHELD                   87.92                             1,070.35
 Check
                                            FEDERAL TAX WITHHELD                        JULY TAX WITHHELD                    90.75                            1,161.10
 Check               07/3112008       EFT
                     082512006              INTERNAL REVENUE SERVICE                    TAX REFUND                                            344.00            817.10
 Deposit
                     082912008        EFT   FEDERAL TAX WITHHELD                        AUGUST TAX WITHHELD                  71.41                              888.51
 Check
  TOTAL TAX WITHHOLDING                                                                                            $     1,232.51    S        3400     t       888.51

 TOTAL RECEIVERSHIP EXPENSE                                                                                        $ 2,250, 131.96   S    5,550. 65    $ 2,244,581.31

 NET RECEIVERSHIP INCOME (EXPENSE)                                                                                 52250,131.96      52,343,405.44     $    93,273.48




 SRELF P&L DETAIL 12 30 2009                                                                                                                                        PaKp a or 4
Basic Business Checking'                                                                                                                WELLS
Account number: 7935037643                   s November 1, 2009 - November 30, 2009       s Page 1 of 3                                 FARG0




                                                                                              Questions?
                                                                                              Available by phone 24 hours a day, 7 days a week:
C. RANDEL LEWIS RECEIVER FOR
                                                                                                1-800-CALL-WELLS              (1-800-225-5935)
SRELF
                                                                                                771!1-800-877-4833
C/O CLOYSES PARTNERS LLC                                                                        En espahol: 1-877-337-7454
1441 18TH ST STE 200
DENVER CO 80202-1256
                                                                                              Online: wellsfargo .comlbiz

                                                                                              Write: Wells Fargo Bank, N.A. (163)
                                                                                                     P.O. Box 5247
                                                                                                     Denver, CO 80274




                                                                                             Account options
Your Business and Wells Fargo                                                                A check mark in the box indicates you have these convenient
Discover Wells Fargo's online educational resources , including audio and video              services with your account Go to wellsfargo.com/biz or call
content, newsletters and articles that provide information , strategies and                  the number above if you have questions or it you would like
actionable tips to help your business navigate today's challenging environment.              to add new services.
To find out more visit wellsfago.comlbizleducation.
                                                                                             Business Online Banking                             u
                                                                                             Rewards for Business Check Card
                                                                                             Online Statements                                   u
                                                                                             Business Bill Pay
                                                                                             Business Spending Report                            u
                                                                                             Overdraft Protection


                                                                                            Account number:      7935037643
Activity summary
       Beginning balance on 11/1                                                 $18.36     C. RANDEL LEWIS RECEIVER FOR
                                                                                            SRELF
       Deposits/Credits                                                       28,950.00
       Withdrawalsl0ebits                                                 - 28,928.65       Colorado account terms and conditions apply
                                                                                            For Direct Deposit and Automatic Payments use
       Ending balance on 11130                                                  $39.70
                                                                                            Routing Number (RTN): 102000076

                                                                              $4,937.13     For Wire Transfers use
       Average ledger balance this period
                                                                                            Routing Number (RTN): 121000248



Overdraft Protection
       This account is not currently covered by Overdraft Protection. If you
       would like more Information regarding Overdraft Protection and
       eligibility requirements please call the number listed at the top of
       your statement or visit your Wells Fargo branch.




     (163)
     Sheet Seq - D054851
     Sheet 00001 of D0003
Account number: 7935037643                 n November 1, 2009 - November 30, 2009 a Page 2 of 3
                                                                                                                                                WELLS
                                                                                                                                                FA G 4




Transaction history

                           Check                                                                                 Deposits/      Withdrawals)         Ending dally
     Date                 Number Description                                                                       Credits             Debits            balance
     1116                          Online Transfer Ref #lbe27Y6Jfz From Business Performance                     8,600.00
                                   Savings Transfer Funds for Payments
      1116                  1093   Check                                                                                              687.50            7,930.86
      11110                 1092   Check                                                                                            5,18115             2,749.71
      11112                        Online Transfer Rat #Ibetfdmc58 From Business Performance                    20,350.00                              23,099.71
                                   Savings Transfer Funds
      11116                 1096   Check                                                                                           17,153.01            5,946.70
      11119                 1095   Check                                                                                            2,950.00
      11119                 1091   Check                                                                                            2,675.00
      11/19                 1094   Check                                                                                              275.00                  46,70
      11130                        Monthly Service Fee                                                                                   7.00                 39.70
      Ending balance on 11/30                                                                                                                                 39.70

     Totals                                                                                                   $28,950 . 00       $28,928.66

     The Ending Daily Balance does not reflect any pending withdrawals or holds on deposited funds that may have been outstanding on your account when your
     transactions posted. if you had insufficient available funds when a transaction posted, fees may have been assessed.



Summary of checks written          (checks listed are also displayed in the preceding Transaction history)

      Number              Date                 Amount         Number            Date              Amount            Number          Date                Amount
      1091                11/19                2,675.00       1093              1116               687 . 50          1095           1109                2,950.00
      1092                11110                5, 181.15      1094              11119              275.00            1096           11116              17,153.01




    Sheet Seq = 0054852
    Sheet 00002 d OOD03
Business Performance Savings                                                                                                                  WELLS
Account number: 7935037528                  s November 1, 2009 - November 30, 2009             z Page 1 of 3                                  FAR.G O




                                                                                                     Questions?
                                                                                                     Available by phone 24 hours a day, 7 days a week:
C. RANDEL LEWIS RECEIVER FOR
                                                                                                       1-800 -CALL-WELLS ( 1-800 -225-5935)
SRELF
                                                                                                       TTY.' 1 -800-877-4833
C/O CLOYSES PARTNERS LLC
                                                                                                       En espaA ol: 1-877-337-7454
1441 18TH ST STE 200
DENVER CO 80202-1256
                                                                                                     Online : wellsfargo . com/biz

                                                                                                     Write: Wells Fargo Bank , N.A. (163)
                                                                                                            P.O. Box 5247
                                                                                                             Denver, CO 80274




Your Business and Wells Fargo
Discover Wells Fargo's online education( resources , including audio and video content, newsletters and articles that provide information,
strategies and actionable tips to help your business navigate today's challenging environment. To find out more visit
wellsfargo .comlbizleducation.


                                                                                                   Account number.    7435037528
Activity summary
       Beginning balance on 1111                                $122,151.52                        C. RANDEL LEWIS RECEIVER FOR
                                                                                                   SRELF
       Deposits/Credits                                                32.26
                                                                 - 28,950.00
                                                                                                   Colorado account terms and conditions apply
       Withdrawals/Debits
                                                                                                   For Direct Deposit and Automatic Payments use
       Ending balance on 11130                                   $93,233.78
                                                                                                   Routing Number (RTN): 102000076
                                                                                                   For Wire Transfers use
       Average ledger balance this period                       $ 102,096.52
                                                                                                   Routing Number (RTN): 121000248




Interest summary
       Interest paid this statement                                   $32.26
       Average collected balance                                $ 102,096.52
       Annual percentage yield earned                                 0.39%

       Interest earned this statement period                          $32.26
       Interest paid this year                                      $631.88




     {763f
     Sheet Seq = 0054842
     Sheet 00001 of 00003
Account number: 7935037528              s November 1, 2009 - November 30, 2009                     s Page 2 of 3
                                                                                                                                                    WELLS
                                                                                                                                                    FORGO




Transaction history

                                                                                                                  Deposits/         Withdrawals/          Ending daily
      Date         Description                                                                                      Credits                Debits             balance
      1116         Online Transfer Ref #Ibe27Y6Jfz to Business Checking Transfer Funds for                                              8,600 .00          113 ,551.52
                   Payments
      11112        Online Transfer Ref #Ibetfdmc58 to Business Checking Transfer Funds                                                  20,350.00           93,201.52
      11130      Interest Payment                                                                                     32.26                                 93,233.78
      Ending balance on 11!30                                                                                                                              93,233.78

     Totals                                                                                                         $32.26           $ 28,950.00

      The Ending Daily Balance does not reflect any pending withdrawals or holds on deposited funds that may have been outstanding on your account when your
      transactions posted. if you had Insufficient available funds when a transaction posted, fees may have been assessed.

      * Indicates transactions that count toward Federal Reserve Board Regulation D limits , Please refer to your Account Agreement for complete details of the
      federally-mandated transaction limits for savings accounts.




    Sheet Seq = 0054643
    Sheet 00002 of 90003

								
To top