Free Motion for Disbursement of Funds - District Court of Colorado - Colorado

Case 1:01-cv-00645-JLK

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Filed 04/17/2007

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EXHIBIT B SUMMARY OF BILLINGS January 1, 2007 through March 31, 2007

I.

CASE BACKGROUND

On October 26, 2005, the Court appointed Patten, MacPhee & Associates, Inc. of Denver, Colorado (the "Receiver") as a receiver in the civil action brought by the United States Securities and Exchange Commission ("SEC") against Kenneth Roy Weare a/k/a Roy Weaver, J & K Global Marketing Corporation and AAA-Auction.com, Inc. ("Defendants"). According to the Order Appointing Receiver dated October 26, 2005, The Receiver was appointed by the Court to: · Create a contact list for soliciting claims from investors, using an Access database containing approximately 48,415 record lines of historical investor information; Compare the Access database to summaries of deposit items for several bank accounts located in the United States, Luxembourg and Canada listing investors' names and identification numbers, in order to make a determination as to which investors made deposits and received monies in order to identify the full group of potential claimants; Devise an efficient and comprehensive method of establishing the current location of the approximately 23,000 investors estimated by the SEC; Establish a claims procedure by determining the form of notice to be sent to investors and the information to be submitted by investors to establish their claims, the length of time for investors to submit claims and the necessary proof investors must submit to support each claim; Give notice to investors to begin the claims process through email and other communications, including postal mail to investors without valid email addresses, as well as develop the necessary tools, such as a website, for collecting data from potential claimants; Receive claims from investors and evaluate the validity of claims; Prepare a distribution proposal assigning investors a pro rata share of funds collected after costs of the distribution plan have been deducted and submit the distribution proposal to the Court for approval;

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 2 · Give notice to claimants of the process to contest the final distribution plan; and, Administer the distribution of funds from the registry of the Court in coordination with the Clerk's office and prepare any tax forms related to interest earned on the funds to be distributed.

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II.

SCOPE OF ACTIVITIES AND RELATED PROFESSIONAL FEES

This is the Receiver's sixth application for professional fees and expenses. Detailed descriptions of the activities undertaken by the Receiver since its appointment through the end of the period preceding that covered by this fee application are provided in the Receiver's quarterly reports for the calendar quarters ended December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, and December 31, 2006. Days before the beginning of the period covered by this fee application, the Receiver sent a broadcast e-mail to investors who had previously registered their current contact information at the Receiver's website, notifying them of the commencement of the period to file claims and encouraging them to complete and submit an electronic Proof of Claim Form. Previously, the Receiver had posted at its website .pdf files of (1) the Receiver's Unopposed Motion to Establish Procedures and Deadline for Filing Claims, to Approve Manner of Notice to Potential Claimants, and to Establish Claims Review Procedures ("Motion to Establish Procedures"); (2) the Court's Order dated December 6, 2006; (3) the Claims Bar Date Notice; (4) a Proof of Claim Form that could be printed and mailed to the Receiver or completed online and submitted to the Receiver electronically; (5) a "Guidance on Completing Your Proof of Claim Form," prepared by the Receiver ("Guidance"); and, (6) a Consent to Consolidation Form, which allowed claimants, desiring to do so, to consolidate their claims onto one Proof of Claim Form (the "December 22, 2006 Notice"). At approximately the same time, the Receiver mailed copies of the Motion to Establish Procedures, the Claims Bar Date Notice, a Proof of Claim Form, a Consent to Consolidation Form and the Guidance to those investors who had previously registered their current contact information at the Receiver's website, but either did not have a current e-mail address or had specifically requested to be contacted via postal mail. By December 31, 2006, approximately 200 claims, claiming approximately $975,000, had been received by the Receiver. As discussed below, by the end of the period covered by this fee application, the Receiver had received another 1,700 claims from investors.

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 3 During the period covered by this fee application, the Receiver and its staff, among other things: · Modified the Receiver's website to include FAQ's and other information regarding the claims administration process and the deadline for submitting claims. Responded to questions and issues posed by potential claimants regarding the procedures for submitting their Proof of Claim Form and/or Consent to Consolidation Form(s), the existence or absence of documentation to support their claims, the need for providing a tax identification number with their claims, verification of the timely receipt of their claims, and other matters related to the submission, validation and payment of claims. Researched and discussed with counsel for the SEC the issue of whether providing claimants with a 1099-MISC upon the payment of funds from the receivership estate would be required under the circumstances here. Regularly sent broadcast e-mails to all potential claimants, who had not yet submitted a Proof of Claim Form, reminding them of the need to submit one in order to participate in the distribution of funds from the receivership estate and the deadline for submitting a Proof of Claim Form. Mailed a Proof of Claim Form, Claims Bar Date Notice and other documents described above to those potential claimants about whom, for one reason or another, the Receiver became concerned may not have received the December 22, 2006 Notice. Continued efforts to locate AAA-Auction.com, Inc. investors, who were fewer than 40 in number and had invested a minimum of $5,000 each. As a result of those additional efforts, the Receiver located at least 4 AAA-Auction.com, Inc. investors not previously identified by the SEC and received Proof of Claim Forms from at least 22. Received a total of 1,863 timely-filed claims, representing approximately 4,600 investments and claiming approximately $5.025 million. Included in those amounts, however, were as many as 150 duplicate claims and several large claims, for as much as $200,000 each, with no apparent basis for the

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 4 dollar amount claimed. In addition, the Receiver received another 50, or so, late-filed claims by the end of the period covered by this fee application. · Designed and implemented guidelines and procedures for validating and approving claims based on data contained in the Access database provided to the Receiver by the SEC and bank records of both J&K Global Marketing Corp. and AAA-Auction.com, Inc. Retained the services of MARKITOUTTM to develop user-friendly database applications for validating and approving claims submitted by investors. Notified claimants, by e-mail, of the receipt of their claims and the proposed timetable for the Receiver to review and allow/disallow each claim. At least preliminarily reviewed more than 1,760 claims, or roughly 95% of the total claims submitted to the Receiver, approving more than 60% of them for the entire amount claimed; denying as many as 7% in their entirety (several of which were for very large amounts); and, partially allowing/disallowing the remaining claims reviewed. As of the date of this fee application, fewer than 140 claims still await preliminary review by the Receiver's staff. Modified the Receiver's website to include FAQ's and other information regarding the procedures to be followed by the Receiver after the deadline for submitting claims had passed.

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As discussed in the Receiver's Fifth Quarterly Report for the Quarter Ended December 31, 2006, John Paul Anderson notified the Receiver in January 2007 that he was leaving the firm for employment elsewhere. As a result of Mr. Anderson's departure, the Receiver's staff spent additional time and incurred additional expense in the transfer of responsibility for managing this receivership to Michael D. Burns. However, the Receiver is not seeking payment here for those additional hours or expenses caused by Mr. Anderson's departure. For the three-month period from January 1, 2007 through March 31, 2007, the Receiver requests the payment of its professional fees in the amount of $23,132.50 and the reimbursement of expenses in the amount of $11,451.35. A breakdown, by category, of the Receiver's hourly charges for this fee application and all previous applications follows:

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 5 Communication and/or Reports to the Court Hours billed in this category relate to the preparation, review, revision and submission of quarterly reports to the Court that present and discuss the Receiver's activities for the quarter. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 8.3 0.0 0.0 0.0 0.0 0.0 8.3 Fees $0.00 $450.00 $0.00 $0.00 $0.00 $0.00 $0.00 $450.00 Previous Applications Hours 8.5 11.1 0.0 0.0 0.0 0.0 0.0 19.6 Fees $2,125.00 $2,775.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,900.00

Cumulative Hours 8.5 19.4 0.0 0.0 0.0 0.0 0.0 27.9 Fees $2,125.00 $3,225.00 $0.00 $0.00 $0.00 $0.00 $0.00 $5,350.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 6 Communication and/or Meeting with the SEC Included in the hours billed in this category are meetings and telephone conferences with attorneys and/or other staff at the SEC. These meetings pertain to the SEC's investigation into the fraud engaged in by the Defendants, the SEC's steps in recovering data related to the fraud, and the Receiver gaining an understanding of the work completed by the SEC in conjunction with this matter.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 4.8 0.0 0.0 0.0 0.0 0.0 4.8 Fees $0.00 $950.00 $0.00 $0.00 $0.00 $0.00 $0.00 $950.00

Previous Applications Hours 8.4 6.7 0.0 0.0 0.0 0.0 0.0 15.1 Fees $2,100.00 $1,675.00 $0.00 $0.00 $0.00 $0.00 $0.00 $3,775.00

Cumulative Hours 8.4 11.5 0.0 0.0 0.0 0.0 0.0 19.9 Fees $2,100.00 $2,625.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,725.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 7 Project Planning and Coordination Included in the hours billed in this category are meetings and telephone conferences pertaining to establishing a framework for notifying and collecting information regarding potential claimants. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 2.0 27.10 0.0 0.0 0.0 0.0 0.0 29.1 Fees $0.00 $275.00 $0.00 $0.00 $0.00 $0.00 $0.00 $275.00 Previous Applications Hours 32.9 32.9 0.00 3.5 7.7 0.0 0.5 77.5 Fees $8,225.00 $8,225.00 $0.00 $350.00 $770.00 $0.00 $25.00 $17,595.00

Cumulative Hours 34.9 60.0 0.00 3.5 7.7 0.0 0.5 106.6 Fees $8,225.00 $8,500.00 $0.00 $350.00 $770.00 $0.00 $25.00 $17,870.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 8 Communication and/or Meeting with Counsel for the Receiver Included in the hours billed in this category are meetings and telephone conferences with the Receiver's attorney. These meetings and telephone calls relate to the preparation for procedural motions for the claims process and all relevant court filings required to establish the claims process and procedures. Also included in this category were discussions related to the basis for consolidation of the entity defendants, J&K Global Marketing Corporation and AAA-Auction.com, Inc. No time was incurred for this activity during the period covered by this fee application. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Previous Applications Hours 3.75 3.50 0.00 0.00 0.00 0.00 7.25 Fees $937.50 $875.00 $0.00 $0.00 $0.00 $0.00 $1,812.50

Cumulative Hours 3.75 3.50 0.00 0.00 0.00 0.00 7.25 Fees $937.50 $875.00 $0.00 $0.00 $0.00 $0.00 $1,812.50

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 9 Communication and/or Meeting with Investors Included in the hours billed in this category are review and responses to email questions sent to the Receiver by investors, as well as listening and responding, via email, to voicemails left for the Receiver. Also included in this category are unsolicited phone calls from investors answered by representatives of the Receiver. This category primarily captures time spent locating, soliciting registrations, and updating contact information for potential claimants. Time spent communicating with investors related to their particular claimed amount is recorded in the "Claims Administration" category summarized later in this exhibit. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 1.50 12.60 0.00 89.80 0.00 13.60 117.50 Fees $0.00 $300.00 $0.00 $4,192.50 $0.00 $150.00 $4,642.50 Previous Applications Hours 12.00 48.80 0.00 242.60 0.00 52.80 356.20 Fees $3,000.00 $12,200.00 $0.00 $24,260.00 $0.00 $2,640.00 $42,100.00

Cumulative Hours 13.50 61.40 $0.00 332.40 0.00 66.40 473.70 Fees $3,000.00 $12,500.00 $0.00 $28,452.50 $0.00 $2,790.00 $46,742.50

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 10 Identification of Investors Appearing on the FBI/DOJ Restitution List This category contains time spent on cross-referencing the restitution list created pursuant to Mr. Weare's plea agreement to the database of potential claimants provided to the Receiver by the SEC. The Department of Justice requested that the Receiver account for any funds disbursed which may reduce the restitution amounts due from Mr. Weare and to report back to them once the final distribution amounts are determined. No time was incurred for this activity during the period covered by this fee application. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Previous Applications Hours 0.00 0.00 0.00 19.70 0.00 1.75 21.45 Fees $0.00 $0.00 $0.00 $1,970.00 $0.00 $87.50 $2,057.50

Cumulative Hours 0.00 0.00 0.00 19.70 0.00 1.75 21.45 Fees $0.00 $0.00 $0.00 $1,970.00 $0.00 $87.50 $2,057.50

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 11 Website and/or Database Development and Testing Included in the hours billed in this category are meetings and telephone conferences with the website and database developers. These discussions related to the data to be captured from the potential claimant pool, validation of such data, the establishment of user names and passwords of individuals and entities contained in the database seized by the SEC during its investigation. Also included is time spent preparing narrative for the website and designing, formatting and implementation of the screens to be placed on the website. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 11.1 18.3 0.0 6.6 0.0 0.0 0.0 36.0 Fees $2,775.00 $4,575.00 $0.00 $660.00 $0.00 $0.00 $0.00 $8,010.00

Cumulative Hours 11.1 18.3 0.00 6.6 0.0 0.0 0.0 36.0 Fees $2,775.00 $4,575.00 $0.00 $660.00 $0.00 $0.00 $0.00 $8,010.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 12 Communications - Miscellaneous Hours billed in this category relate to communications meetings with parties other than counsel and investors, such as vendors or suppliers. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 1.2 4.6 0.0 0.0 0.3 0.0 0.0 6.1 Fees $300.00 $1,150.00 $0.00 $0.00 $30.00 $0.00 $0.00 $1,480.00

Cumulative Hours 1.2 4.6 0.0 0.0 0.3 0.0 0.0 6.1 Fees $300.00 $1,150.00 $0.00 $0.00 $30.00 $0.00 $0.00 $1,480.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 13 Database Verification and Analysis ­ Bank Account Activity Hours billed in this category relate to the compilation, verification, and ongoing analysis and modification of an electronic database created from various MS Excel workbooks and spreadsheets prepared by the SEC based on its review and analysis of bank account statements and enclosures by the either seized from the Defendants or directly subpoenaed from the banks. Also included in this category is the review of source documents related to the validation and supplementation of this database. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 63.0 0.0 0.0 0.0 0.0 0.0 1.3 64.3 Fees $15,750.00 $0.00 $0.00 $0.00 $0.00 $0.00 $65.00 $15,815.00

Cumulative Hours 63.0 0.0 0.0 0.0 0.0 0.0 1.3 64.3 Fees $15,750.00 $0.00 $0.00 $0.00 $0.00 $0.00 $65.00 $15,815.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 14 Database Verification and Analysis ­ Investor Related Activity Hours billed in this category relate to the verification and ongoing analysis and maintenance of an electronic database seized from the Defendants which contains an accounting of cash deposits and withdrawals as well as contact and identification information of investors. Also included in this category is the review of documents related to the validation and supplementation of this database. No time was incurred for this activity during the period covered by this fee application.

Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Jan L. Loser Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $100 $375 $50 Hours 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Fees $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Previous Applications Hours 34.0 9.9 0.0 0.0 0.0 0.0 0.0 43.9 Fees $8,500.00 $2,475.00 $0.00 $0.00 $0.00 $0.00 $0.00 $10,975.00

Cumulative Hours 34.0 9.9 0.0 0.0 0.0 0.0 0.0 43.9 Fees $8,500.00 $2,475.00 $0.00 $0.00 $0.00 $0.00 $0.00 $10,975.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 15 Claims Administration Time included in this category relates to the establishment of the time period and procedures for investors to submit their claims, the procedures to be followed by the Receiver in allowing/disallowing claims and the process for investors to appeal any claims disallowed by the Receiver. Also included is time spent preparing and filing with the Court the Motion to Establish Procedures, Claims Bar Date Notice and proposed Proof of Claim Form; updating the Receiver's website to notify investors of the claims process; sending a broadcast email and mailing paper Proof of Claim forms to investors who had provided the Receiver with their current contact information; and, during the period covered by this fee application, reviewing and allowing/disallowing (in whole or in part) each claim submitted to the Receiver. Current Application Biller John Paul Anderson Michael D. Burns Eileen K. Leslie Stephanie L. Katz Leslie A. Patten Carolyn J. Pharis Totals Rate $250 $250 $125 $100 $375 $50 Hours 0.00 41.5 16.5 90.60 0.00 58.00 206.60 Fees $0.00 $6,450.00 $2,062.50 $6,052.50 $0.00 $2,250.00 $16.815.00 Previous Applications Hours 49.90 27.20 0.00 34.10 0.00 0.50 111.70 Fees $4,100.00 $6,800.00 $0.00 $3,410.00 $0.00 $25.00 $14,335.00

Cumulative Hours 49.90 68.70 16.5 124.70 0.00 58.50 318.30 Fees $4,100.00 $13,250.00 $2,062.50 $9,462.50 $0.00 $2,275.00 $31,150.00

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SEC v. J&K Global Marketing Corp., et al. Exhibit B, Summary of Billings January 1, 2007 through March 31, 2007 Page 16 III. SUMMARY OF PROFESSIONAL FEES The names and hourly rates of all professionals and para-professionals who billed time on this matter is contained at Exhibit A. Attachment 1 contains a summary of professional fees in chronological order by month, and includes detail by biller and by category for the period January 1, 2007 through March 31, 2007. It should be noted that the professional services in Attachment 1 include 131.5 hours incurred by the Receiver's staff that were recorded as no charge ("NC"), primarily due to the extra hours necessitated by Mr. Anderson's departure. In addition, Leslie A. Patten has continued to oversee this matter, but has not charged the receivership estate for his time. IV. SUMMARY OF EXPENSES Attachment 2 contains a detailed listing of expenses by category for the period January 1, 2007 through March 31, 2007. V. CONCLUSION The Receiver believes that the requested fees and expenses were reasonable and necessary to complete the tasks required and discharge its duties in this matter. The Receiver has charged reasonable rates based upon the customary compensation charged by comparably skilled professionals charged with similar fiduciary duties. Further, the Receiver believes the requested fees and expenses were reasonable and necessary considering the complexity of the issues involved. The Receiver has reviewed this summary of billings to ensure that it accurately reflects the fees and outof-pocket expenses incurred by the Receiver.