Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 1 of 13 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS SHERMAN DIVISION

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1 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 1 of 13 SECURITIES AND EXCHANGE COMMISSION, IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS SHERMAN DIVISION vs. Plaintiff, Lead Case TRAVIS E. CORRELL, individually and doing business as Horizon Establishment; et al. and Defendants, BANNER SHIELD, LLC; et al. Defendants Solely for Purposes of Equitable Relief. Case No.: 4:05-CV-472 RAS RECEIVER S FORTY-SIXTH INTERIM APPLICATION FOR PAYMENT OF PROFESSIONAL FEES AND EXPENSES INCURRED IN LEAD CASE CORRELL IN AUGUST AND SEPTEMBER 2010 AND BRIEF IN SUPPORT SECURITIES AND EXCHANGE COMMISSION, vs. Plaintiff, GLOBAL FINANCE & INVESTMENTS, INC.; et al. Consolidated Case Case No.:4:07-cv-346 RAS Defendants, and USASSET & FUNDING CORP.; et al. Defendants Solely for Purposes of Equitable Relief. RECEIVER S FORTY-SIXTH INTERIM APPLICATION FOR PAYMENT OF PROFESSIONAL FEES AND EXPENSES INCURRED IN LEAD CASE CORRELL IN AUGUST AND SEPTEMBER 2010 AND BRIEF IN SUPPORT

2 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 2 of 13 S. Gregory Hays ( Receiver ) files this Interim Application seeking this Court s approval to allow and pay the (1) Receiver s fees and expenses; (2) attorneys fees and expenses; and (3) accountants, financial consultants, and investigators fees and expenses incurred in the time period from August 1, 2010 through September 30, In support, the Receiver shows the Court as follows: Background 1. Pursuant to the terms of this Court s December 7, 2005 Order Appointing Receiver (the Receivership Order ), the Receiver continues to employ the law firms of Troutman Sanders LLP ( Troutman Sanders ) as his general counsel and Quilling Selander Cummiskey & Lownds, P.C. ( QSCL ) as counsel in Texas. The Receiver has also recently retained the law firm of Berger Singerman, P.A. ( Berger Singerman ) as counsel in Florida to assist in the pursuit of the Receiver s $1,000,000 claim in the Sentinel Funds bankruptcy case, which has been addressed in previous filings with this Court. Due to a conflict of interest that arose between the Receiver and his former Florida counsel, who was previously representing the Receiver in connection with his claim in the bankruptcy proceeding, the Receiver was forced to terminate his relationship with the former counsel and retain Berger Singerman. The bankruptcy proceeding is in its final stages, and the Receiver therefore does not anticipate his engagement of Berger Singerman lasting more than a few months. 2. The Receiver also continues to employ his own firm, Hays Financial Consulting, LLC ( HFC ), located in Atlanta, Georgia, and Bray & Freeman, L.P. ( Bray & Freeman ), an investigative firm located in Fort Worth, Texas. 1 1 See the Receiver s First Interim Application for Payment of Professional Fees and Expenses Incurred in December 2005 and Brief in Support for a more detailed rendition of the background in this matter

3 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 3 of The Receivership Order directs the Receiver to seek and obtain the approval of this Court prior to making payment of the professional fees and expenses that are the subject of this Application. Application For Fees 4. This Application seeks approval and payment of the fees and reimbursement of expenses for the Receiver, Troutman Sanders, QSCL, HFC, and Berger Singerman 2 (the Receiver Team ) incurred in the time period from August 1, 2010 through September 30, During the period covered by this Application, the Receiver Team has incurred fees and expenses in connection with these proceedings as follows: August 2010 Receiver: $1, (fees) HFC: $5, (fees); $56.77 (expenses) Troutman Sanders: $9, (fees); $1, QSCL: $7, (fees) Berger Singerman: $8, (fees); $ (expenses) September 2010 Receiver: $3, (fees) HFC: $5, (fees); $ (expenses) Troutman Sanders: $16, (fees); $ (expenses) QSCL: $7, (fees); $11.98 (expenses) Berger Singerman: $13, (fees); $ (expenses) 2 Bray & Freeman did not bill for any time during the months covered by this fee application. 3 Troutman Sanders credited $ back to the Receiver Estate in August

4 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 4 of The various monthly statements attached hereto as Exhibits A through E contain the following information for August and September 2010 regarding the Receiver, HFC, Troutman Sanders, QSCL, and Berger Singerman, respectively: (a) the number of hours worked by each professional on a particular day, (b) the manner and type of work performed by each professional, and (c) the monetary value assigned to each task performed by each professional. 4 JOHNSON FACTORS 4. In support of this Application, the Receiver Team respectfully directs this Court s attention to those factors generally considered by courts in awarding compensation to attorneys for services performed in connection with the administration of a receivership estate. As stated by the Fifth Circuit Court of Appeals in Migis v. Pearle Vision, Inc.: [t]he calculation of attorney s fees involves a well-established process. First, the court calculates a lodestar fee by multiplying the reasonable number of hours expended on the case by the reasonable hourly rates for the participating lawyers. The court then considers whether the lodestar figure should be adjusted upward or downward depending on the circumstances of the case. In making a lodestar adjustment the court should look to twelve factors, known as the Johnson factors, after Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974). 135 F.3d 1041, 1047 (5th Cir. 1998) (citations omitted). Those factors, as applied to the services rendered in this case by the Receiver Team, are addressed below. 5. The Time and Labor Required. While this is a single case, it is, from a time and expense perspective, akin to three (or more) significant receiverships. To date, the activities of all professionals involved have focused principally on the receiverships of: (1) Travis Correll and affiliated entities in Atlanta, Georgia; (2) Greg Thompson and affiliated entities and individuals 4 In submitting these detailed statements, the Receiver does not waive, limit, or otherwise modify any rights that he may have with respect to the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege. Complete non-redacted versions of the attached exhibits will be provided to the Court only, under separate cover

5 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 5 of 13 in San Antonio and Dallas, Texas; (3) Neulan D. Midkiff and Joshua Tree Group, LLC in Forest Lake, Minnesota; and (4) Kerry Sitton and related entities. In addition, significant efforts have been devoted to obtaining information from the various Relief Defendants, financial institutions and other third parties who had relationships with the Defendants and Relief Defendants. Because of the number of people involved, the structure of the Bank Deposit Program, the cumulative amount of investor money involved and the disparate geographic location of people and assets, this case is especially complex. While some Defendants have been somewhat cooperative, others have not. The volume of records and electronic information that has been recovered is quite large, and additional materials continue to be recovered through formal and informal discovery processes. The Receiver and the professionals working with him have endeavored to commit time and money to tasks based upon a cost/benefit analysis. However, in the context of litigation, generally, and the administration of receiverships, more specifically, this is not always possible. All professionals involved in this case are well aware that the expense associated with their activities is substantial. They are also mindful of the fact that they are being paid from funds that are assets of the Receiver Estate (which includes investor monies). The Receiver and other professionals have made and will continue to make a concerted effort to be good stewards of the assets of the Receiver Estate. In sum, the Receiver Team has expended substantial time and labor. The Receiver believes that these efforts, along with the associated expense, are necessary to the effective administration of this receivership and the discharge of his responsibilities under the Receivership Order. (See Exhibits A through E for detailed descriptions of the time and labor expended by the professionals.) - 5 -

6 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 6 of The Novelty and Difficulty of the Questions. Many of the activities undertaken by the professionals involve factual and legal questions that are novel and complex. By its very nature, a receivership is unique and complex. As indicated in Paragraph 5, above, there are numerous factors present here that combine to make this case especially complicated. One of the most difficult problems encountered to date was determining the identity of facilitators (i.e., sales agents). In light of the Bank Deposit Program s structure, it was difficult to make this determination easily from the various records and other materials in the Receiver s possession. 7. The Skill Requisite to Perform the Service. The Receiver believes that the services performed in this case have required professionals who are experienced in dealing with the issues that arise in the course of receiverships, including: specialized knowledge of the substantive and procedural law applicable to receiverships; formal and informal processes for obtaining, assimilating and analyzing information; electronic data recovery, preservation and analysis; forensic financial analysis and funds tracing; asset administration and liquidation; and obtaining information from and communicating with investors. All members of the Receiver Team have considerable experience in such areas. 8. The Preclusion of Other Employment Due to Acceptance of the Case. The members of the Receiver Team have not declined any representation solely because of their services as Receiver and counsel or consultants for the Receiver. However, given the magnitude of effort required, the individual professionals working on this case have obviously been precluded from working on other matters during the time that they have been engaged in activities on behalf of the Receiver. 9. The Customary Fee. The hourly rates sought herein are commensurate with the rates charged by other professionals of similar experience levels in Atlanta, Georgia, Dallas/Ft

7 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 7 of 13 Worth, Texas and Coppell, Texas. During the period covered by this fee application, the following professionals have performed services on behalf of the receivership at the hourly rates listed below: Receiver S. Gregory Hays - $ per hour: Mr. Hays has more than 25 years of experience including 15 years in managing receivership and bankruptcy cases including extensive forensic accounting and financial investigations. He has been appointed as receiver in Federal District Courts and State Courts and has been appointed Chapter 11 bankruptcy trustee in over a dozen cases. Mr. Hays serves on the Chapter 7 trustee panel in the Northern District of Georgia and is a Certified Turnaround Professional and a Certified Insolvency & Restructuring Advisor. Troutman Sanders J. David Dantzler, Jr. - $ per hour: Mr. Dantzler, lead counsel to the Receiver, is a partner at Troutman Sanders and has been practicing law since A substantial portion of his practice is focused on securities and financial fraud. Since 1995, he has served as lead counsel for receivers appointed in significant cases filed by the SEC, CFTC and FTC. Charles R. Burnett - $ per hour: Mr. Burnett is an associate at Troutman Sanders. His practice is focused exclusively on civil litigation and he has experience representing the Receiver in other actions filed by the SEC. Garrett Nail - $ per hour: Mr. Nail is an associate at Troutman Sanders whose practice includes corporate bankruptcy, restructuring, and general litigation matters. QSCL Clark B. Will - $ per hour: Mr. Will is a partner at QSCL and has been practicing law in Texas since Mr. Will has extensive experience, both as a receiver and an attorney, in significant cases filed by the SEC and other governmental agencies. Berger Singerman Arthur J. Spector - $ per hour: Mr. Spector is a shareholder at Berger Singerman, P.A. and has been practicing law 36 years, with the exception of the 18 years in which he served as a United States bankruptcy judge in the Eastern District of Michigan. His practice is focused on bankruptcy

8 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 8 of 13 Paul Steven Singerman - $ per hour: Mr. Singerman is co-ceo of Berger Singerman and has been practicing law 27 years. His practice is focused on bankruptcy, insolvency, business restructuring. Among numerous other affiliations, he is a fellow in the American College of Bankruptcy. Debi Evans Galler - $ per hour: Ms. Galler is an associate of Berger Singerman, P.A. and has been practicing law 17 years. Her practice is focused on bankruptcy, receiverships, insolvency, and assignments for the benefit of creditors, as well as business transactions, including commercial real estate projects, acquisition and disposition of businesses, asset based lending, and leasing and financing arrangements. HFC Scott S. Askue - $ per hour: Mr. Askue is a Managing Director at Hays Financial Consulting, LLC. He has over 11 years experience investigating complex receiverships involving the SEC, the CFTC and the FTC. He also has significant experience in bankruptcy cases, financial and fraud investigations and restructurings. Richard Atcheson, CPA - $ per hour: Mr. Atcheson is a Director of Tax at Hays Financial Consulting, LLC. Mr. Atcheson has over 30 years of corporate tax experience in the Financial Services Industry. He has a BBA from Kent State University and a Masters in Tax from Drake University. Kathryn A. Malek - $ per hour: Ms. Malek serves as a Director for Hays Financial Consulting where she assists failed companies with the termination of their retirement plans and healthcare plans. She has over 17 years experience in the Human Resource field as well as numerous years of experience with accounting administration and claims analysis in bankruptcy cases and receiverships. Ms. Malek is certified as a Professional in Human Resources. J. Colt Conner - $ per hour: Mr. Conner is an Associate with Hays Financial Consulting, LLC. He has served as business analyst in business valuation, litigation consulting, forensic accounting, and damage analysis. He has negotiated cross border claims in several South and Central American countries, Israel, Seychelles, Spain and France. Mr. Conner has also worked with corporate and consumer bankruptcy matters and property management and liquidation. He is also a Certified Fraud Examiner and a member of the Association of Certified Fraud Examiners. Fred Tulley - $ per hour: Mr. Tulley is a Sr. Associate at Hays Financial Consulting, LLC. Mr. Tulley is in charge of financial forecasting and cash flow modeling. Prior to joining Hays, he was a modeler in New York City for Deloitte s securitization practice and KPMG s Mergers and Acquisitions group. He has a BBA in Economics from Loyola University New Orleans and a MBA from the University of Oklahoma

9 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 9 of 13 Monica Renaud - $ per hour: Ms. Renaud is a Manager at Hays Financial Consulting, LLC. She is responsible for the tax affairs including preparation of delinquent and current tax returns for Chapter 7 consumer cases and Chapter 11 corporate cases. Prior to joining Hays, she was a Tax Manager at Majors Management and a Sr. Associate at Berman and Associates in Atlanta. Ms. Renaud has a BBA in Accounting and Finance from East Carolina University and an MBA in Accounting and Finance from American University. Dwaine A. Butler - $ per hour: Mr. Butler is a Manager at Hays Financial Consulting, LLC. Mr. Butler s duties at the firm include the management of assets, the administration and formulation of asset liquidation strategies, and property management services for several real properties and assets recovered in various cases. Mr. Butler has over 7 years of experience in the management of distressed and foreclosed properties. 10. Whether the Fee is Fixed or Contingent. The fees of the Receiver Team are fixed insofar as they are based upon the fixed hourly rates described above. However, payment of professional fees and expenses is contingent upon there being enough money in the receivership to make such payments. At present, there appears to be sufficient money available in this receivership to fund the activities of the Receiver and the professionals working with him. Pursuant to the terms of the Receivership Order, the payment of professional fees is subject to Court approval. 11. Time Limitations Imposed by the Client or Other Circumstances. Because a significant aspect of this receivership is a search for money and other assets, time is critical. While the litigation schedule is no different from other complex civil cases, the investigation and the recovery of money and assets are necessarily conducted on an expedited basis. 12. The Amount Involved and the Results Obtained. This case involves a cumulative investment (i.e., including roll-overs or re-investments) in excess of $80 million from more than 1,500 investors. During the period covered by this Application, the Receiver and his lawyers undertook the following significant tasks: a. Investigated additional sources of potential recovery, including the sale of certain interests in wells owned by Gregory Thompson; - 9 -

10 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 10 of 13 b. Handled and resolved various investor issues, including questions regarding distributions; c. Responded to subpoena for documents from third party; d. Resolved various tax issues affecting the Receiver Estate; and e. Pursued $1,000,000 claim in In re Sentinel Funds, Inc., in the United States Bankruptcy Court for the Southern District of Florida, Case No BKC- JKO, including by pursuing objection to claims of other investors and moving to disqualify the Receiver s former Florida counsel due to the conflict of interests discussed above in Paragraph The Experience, Reputation, and Ability of the Attorneys. The attorneys at Troutman Sanders and QSCL principally responsible for this case specialize exclusively in the practice of civil trial law and have many years of experience in cases involving securities and financial fraud. The practice of these attorneys regularly includes the representation of receivers. The attorneys at Berger Singerman principally responsible for this case specialize in bankruptcy cases such as the case in which they are representing the Receiver. These attorneys are recognized and respected in their communities. 14. The Undesirability of the Case. The representation of the Receiver incident to this case has not been undesirable. 15. The Nature and Length of the Professional Relationship with the Client. Troutman Sanders has represented S. Gregory Hays, the Receiver, in other matters. QSCL has no prior relationship with the Receiver or Troutman Sanders. Berger Singerman has no prior relationship with the Receiver. Berger Singerman has previously served as co-counsel with Troutman Sanders in unrelated matters. 16. Awards in Similar Cases. Based on their collective experience, the Receiver and the professionals working with him believe that the fees requested in this case are consistent with fees awarded in similar cases in this District and elsewhere

11 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 11 of 13 WHEREFORE, PREMISES CONSIDERED, the Receiver, on behalf of himself and the rest of the Receiver Team, requests that this Court approve all of the fees and expenses that are the subject of this Application and authorize the immediate payment of same. Respectfully submitted this 29 th day of October, Peachtree Street, N.E., Suite 5200 Atlanta, GA (404) (404) (facsimile) TROUTMAN SANDERS LLP /s/ J. David Dantzler, Jr. J. DAVID DANTZLER, JR. Ga. State Bar No CHARLES R. BURNETT Ga. State Bar No QUILLING, SELANDER, CUMMISKY & LOWNDS, P.C. /s/ Clark B. Will CLARK B. WILL, P.C. Texas State Bar No Bryan Tower 2001 Bryan Street, Suite 1800 Dallas, Texas (214) (214) (facsimile) Attorneys for S. Gregory Hays, Receiver

12 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 12 of 13 CERTIFICATE OF CONFERENCE Pursuant to Local Rule CV-7(i) of the United States District Court for the Eastern District of Texas, the Receiver has, prior to filing the Fee Application, consulted with counsel for all remaining parties to this action in a good faith attempt to resolve the matter without court intervention and no opposition was voiced. Furthermore, in accordance with his practice in the above-styled case, the Receiver is posting the Fee Application on his website so that any and all investors will have an opportunity to review it and file objections. Accordingly, and out of an abundance of caution, the Receiver states for purposes of this certificate that this Fee Application is opposed at this time. If no investor objects to this Fee Application after fifteen (15) days from the date of the filing of this Fee Application, the Receiver will file an amended certificate of conference indicating that it is unopposed. Additionally, in accordance with Paragraph 17 of the Order Appointing Receiver, the Receiver has, prior to filing this Fee Application, consulted with counsel for the Securities and Exchange Commission regarding the fees and expenses that are the subject of this application. /s/ Charles R. Burnett CHARLES R. BURNETT Ga. State Bar No

13 Case 4:05-cv RAS Document 490 Filed 10/29/10 Page 13 of 13 CERTIFICATE OF SERVICE I do hereby certify that on October 29, 2010, I electronically filed the foregoing Document with the Clerk of this Court using the CM/ECF system, which will automatically send notification of such filing to the following: Timothy S. McCole Scott R. Baker I further certify that on October 29, 2010, the foregoing has been served to the following non-cm/ecf participants by depositing a copy in the United States Mail with adequate postage thereon and addressed as follows: William Clark JTA Enterprises 16 Beech Place Denville, NJ /s/ Charles R. Burnett CHARLES R. BURNETT Ga. State Bar No

14 Case 4:05-cv RAS Document Filed 10/29/10 Page 1 of 8 EXHIBIT A

15 Case 4:05-cv RAS Document Filed 10/29/10 Page 2 of 8 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al c/o S. Gregory Hays, Receiver 3343 Peachtree Road, N.E. Suite 200 Atlanta, GA September 21, 2010 Receiver For the Period from 8/1/2010 to 8/31/2010 Professional Services Hrs/Rate Amount S. Gregory Hays, CTP, CIRA , /hr For professional services rendered 2.60 $1, CTP - Certified Turnaround Professional CFE - Certified Fraud Examiner CIRA - Certified Insolvency and Restructuring Advisor CPA - Certified Public Accountant PHR - Professional in Human Resources

16 Case 4:05-cv RAS Document Filed 10/29/10 Page 3 of 8 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al September 21, 2010 Receiver For the Period from 8/1/2010 to 8/31/2010 Professional Services Hours Amount Case Administration Fee / Employment Applications Investor Communications and Reporting Litigation Consulting For professional services rendered 2.60 $1,040.00

17 Case 4:05-cv RAS Document Filed 10/29/10 Page 4 of 8 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al September 21, 2010 Receiver For the Period from 8/1/2010 to 8/31/2010 Professional Services Case Administration Hrs/Rate Amount 8/4/2010 SGH Telephone call from Charles Burnett regarding /hr 8/6/2010 SGH Reviewed order and approved checks for distribution /hr Subtotal Fee / Employment Applications 8/26/2010 SGH Reviewed and approved filing of the fee application /hr Subtotal Investor Communications and Reporting 8/24/2010 SGH Reviewed analysis of recovery and letter to investors to post on our web site /hr Subtotal Litigation Consulting 8/16/2010 SGH Reviewed the objection to the claim in the Sentinel Funds and the Receivers' response /hr Considered issues, reviewed notes and drafted to Charles Burnett and David Dantzler regarding 8/23/2010 SGH Telephone call from Charles Burnett regarding /hr 8/24/2010 SGH Reviewed release language to be included in sale of Thompson's oil and gas interests. Drafted to /hr Charles Burnett regarding Subtotal For professional services rendered 2.60 $1,040.00

18 Case 4:05-cv RAS Document Filed 10/29/10 Page 5 of 8 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al c/o S. Gregory Hays, Receiver 3343 Peachtree Road, N.E. Suite 200 Atlanta, GA October 13, 2010 Receiver For the Period from 9/1/2010 to 9/30/2010 Professional Services Hrs/Rate Amount S. Gregory Hays, CTP, CIRA , /hr For professional services rendered 8.40 $3, CTP - Certified Turnaround Professional CFE - Certified Fraud Examiner CIRA - Certified Insolvency and Restructuring Advisor CPA - Certified Public Accountant PHR - Professional in Human Resources

19 Case 4:05-cv RAS Document Filed 10/29/10 Page 6 of 8 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al October 13, 2010 Receiver For the Period from 9/1/2010 to 9/30/2010 Professional Services Hours Amount Accounting Asset Analysis & Recovery Case Administration Fee / Employment Applications Litigation Consulting , For professional services rendered 8.40 $3,360.00

20 Case 4:05-cv RAS Document Filed 10/29/10 Page 7 of 8 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al October 13, 2010 Receiver For the Period from 9/1/2010 to 9/30/2010 Professional Services Accounting Hrs/Rate Amount 9/10/2010 SGH Reviewed monthly bank statement and reconciliation /hr Subtotal Asset Analysis & Recovery 9/14/2010 SGH Reviewed s and updated project list. Drafted s to Charles Burnett and Scott Askue regarding /hr Subtotal Case Administration 9/9/2010 SGH Discussion with Scott Askue regarding pending issues in the case /hr 9/13/2010 SGH Reviewed and updated project management list with pending issues /hr 9/20/2010 SGH Reviewed legal bills for August. Handled creditor inquiry /hr Subtotal Fee / Employment Applications 9/17/2010 SGH Reviewed invoice of Clark Will for work on oil and gas sale /hr 9/27/2010 SGH Reviewed report of outstanding legal fees /hr Subtotal Litigation Consulting 9/7/2010 SGH Reviewed documents regarding the mediation today in the Sentinel case and efforts to recover the $1 million in the bankruptcy case. Telephone call to Charles Burnett regarding /hr SGH Telephone call from Charles Burnett regarding Reviewed letter to Joseph Jacks /hr

21 Case 4:05-cv RAS Document Filed 10/29/10 Page 8 of 8 SEC v. Travis Correll et al Page 2 Hrs/Rate Amount 9/8/2010 SGH Telephone call to Charles Burnett regarding /hr 9/14/2010 SGH Reviewed the motion to disqualify Joseph Jacks in the Sentinel case. Reviewed my draft affidavit and edited and sent to Charles Burnett. Telephone call from Charles Burnett regarding /hr 9/15/2010 SGH Reviewed final draft of the motion to disqualify Joseph Jacks /hr SGH Reviewed documents and s and sent ten s to Charles Burnett regarding This was in connection with /hr 9/16/2010 SGH Telephone call from Charles Burnett regarding Reviewed and signed Declaration /hr 9/17/2010 SGH Reviewed pleading filed by Josephs Jacks. Telephone call from Charles Burnett /hr 9/29/2010 SGH Reviewed correspondence from Scott Askue and Clark Will regarding /hr 9/3 /2010 SGH Telephone call from David Dantzler regarding /hr SGH Reviewed response and attachments filed by Joseph Jacks. Subtotal /hr , For professional services rendered 8.40 $3,360.00

22 Case 4:05-cv RAS Document Filed 10/29/10 Page 1 of 13 EXHIBIT B

23 Case 4:05-cv RAS Document Filed 10/29/10 Page 2 of 13 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al c/o S. Gregory Hays, Receiver 3343 Peachtree Road, N.E. Suite 200 Atlanta, GA September 21, 2010 Accountants and Financial Consultants to the Receiver For the Period from 8/1/2010 to 8/31/2010 Professional Services Hrs/Rate Amount Dick Atcheson /hr Fred Tulley J. Colt Conner, CFE /hr Kathryn A. Malek, PHR /hr Scott S. Askue, CIRA , For professional services rendered $5, Additional Charges : Copying Cost 2.70 Fax 0.75 Federal Express Pacer Charges Postage 1.93 Total costs $56.77 Total amount of this bill $5, CFE - Certified Fraud Examiner CIRA - Certified Insolvency and Restructuring Advisor CTP - Certified Turnaround Professional CPA - Certified Public Accountant PHR - Professional in Human Resources

24 Case 4:05-cv RAS Document Filed 10/29/10 Page 3 of 13 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al September 21, 2010 Accountants and Financial Consultants to the Receiver For the Period from 8/1/2010 to 8/31/2010 Professional Services Hours Amount Accounting , Asset Analysis & Recovery Case Administration Fee / Employment Applications Investor Communications and Reporting , Litigation Consulting , Tax Issues For professional services rendered $5, Additional Charges : Copying Cost 2.70 Fax 0.75 Federal Express Pacer Charges Postage 1.93 Total costs $56.77 Total amount of this bill $5,885.77

25 Case 4:05-cv RAS Document Filed 10/29/10 Page 4 of 13 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al September 21, 2010 Accountants and Financial Consultants to the Receiver For the Period from 8/1/2010 to 8/31/2010 Professional Services Accounting Hrs/Rate Amount 8/18/2010 SSA Reviewed and reconciled first distribution to creditors and investors. SSA Prepared analysis of estimated interim distribution to creditors. 8/20/2010 SSA Prepared report of uncashed checks from the first distribution. Verified treatment against check register. SSA Prepared calculation of the second interim distribution Subtotal , Asset Analysis & Recovery 8/2/2010 SSA Drafted to and reviewed from Clark Will regarding 8/9/2010 SSA Telephone call from Charles Burnett regarding SSA Drafted s to and reviewed s from Clark Will regarding Subtotal Case Administration 8/4/2010 SSA Telephone calls to and from Charles Burnett regarding Subtotal Fee / Employment Applications 8/6/2010 SSA Reviewed and edited fee invoice for July /26/2010 SSA Reviewed and approved fee application for June and July Subtotal

26 Case 4:05-cv RAS Document Filed 10/29/10 Page 5 of 13 SEC v. Travis Correll et al Page 2 Investor Communications and Reporting Hrs/Rate Amount 8/2/2010 FT Telephone call from investors regarding various issues and case questions. 8/3/2010 FT Telephone call from investors regarding various issues and case questions. 8/4/2010 FT Telephone call from investors regarding various issues and case questions. 8/5/2010 SSA Telephone call from investors regarding status of case FT Telephone call from investors regarding various issues and case questions. 8/9/2010 FT Telephone call from investors regarding various issues and case questions. 8/10/2010 FT Telephone call from investors regarding various issues and case questions. 8/11/2010 FT Telephone call from investors regarding various issues and case questions. 8/12/2010 SSA Telephone call from investor regarding status of case and distributions. Drafted to investor regarding same. FT Telephone call from investors regarding various issues and case questions. 8/16/2010 SSA Drafted s to investor regarding status of the case and future distributions. FT Telephone call from investors regarding various issues and case questions. 8/17/2010 FT Telephone call from investors regarding various issues and case questions. 8/18/2010 FT Telephone call from investors regarding various issues and case questions. 8/19/2010 FT Telephone call from investors regarding various issues and case questions. FT Telephone call from investors regarding various issues and case questions. 8/20/2010 SSA Drafted case status letter to investors for posting on website. 8/23/2010 SSA Reviewed and updated contact information for investor /24/2010 SSA Finalized letter to investors regarding next distribution JCC Reviewed and responded to s from Scott Askue regarding updates to website. Drafted update per request of Scott Askue to Correll website /hr SSA Reviewed and arranged for the posting of the case update on the Receiver's website. 8/25/2010 FT Telephone call from investors regarding various issues and case questions. 8/26/2010 FT Telephone call from investors regarding the next distribution. 8/27/2010 FT Telephone call from investors regarding the next distribution. 8/30/2010 JCC Reviewed and responded to s from Scott Askue regarding new additions to the Correll website. Drafted changes to the website accordingly /hr

27 Case 4:05-cv RAS Document Filed 10/29/10 Page 6 of 13 SEC v. Travis Correll et al Page 3 Hrs/Rate Amount 8/30/2010 SSA Drafted to investor regarding status of distributions SSA Reviewed, formatted and arranged for posting of fee applications on the Receiver's website. Subtotal , Litigation Consulting 8/2/2010 SSA Reviewed pleadings regarding Sentinel Funds bankruptcy. 8/5/2010 SSA Reviewed for defendant documents relating to investment in Sentinel Funds. 8/10/2010 SSA Drafted s to and reviewed s from Clark Will regarding Calculated interest on same for settlement. 8/12/2010 SSA Reviewed issues with interim distribution. Drafted to Charles Burnett regarding 8/17/2010 SSA Reviewed response to claim objection in the Sentinel Funds matter. Drafted to Charles Burnett regarding 8/23/2010 SSA Telephone call from Charles Burnett regarding Reviewed s and various pleadings in the case for information relating to same. 8/24/2010 SSA Reviewed release language for settlement agreement with Gregory Thompson. Telephone call from Charles Burnett regarding SSA Reviewed release letter for settlement with Gregory Thompson. SSA Reviewed updated response to claim objection in the Sentinel Funds bankruptcy. 8/31/2010 SSA Telephone call from Charles Burnett regarding Subtotal , Tax Issues 8/2/2010 DA Reviewed IRS refund check and compared to return request to verify amount correct /hr 8/3/2010 KAM Researched and drafted letter to the IRS regarding payments made for 2nd quarter 2009 Form /hr Subtotal For professional services rendered $5,829.00

28 Case 4:05-cv RAS Document Filed 10/29/10 Page 7 of 13 SEC v. Travis Correll et al Page 4 Additional Charges : Expenses Amount 8/6/2010 Pacer online charges for period 4/1/10-6/30/ FedEx to Quilling, Selander Cummiskey /10/2010 FedEx to IRS - 2nd quarter 941-7/29/ /31/2010 Postage for the month of August Faxes for the month of August Copying cost for month of August Subtotal Total costs $56.77 Total amount of this bill $5,885.77

29 Case 4:05-cv RAS Document Filed 10/29/10 Page 8 of 13 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al c/o S. Gregory Hays, Receiver 3343 Peachtree Road, N.E. Suite 200 Atlanta, GA October 13, 2010 Accountants and Financial Consultants to the Receiver For the Period from 9/1/2010 to 9/30/2010 Professional Services Hrs/Rate Amount Dwaine A. Butler /hr Fred Tulley Kathryn A. Malek, PHR /hr Monica Renaud /hr Scott S. Askue, CIRA , For professional services rendered $5, Additional Charges : Document Storage Postage 1.05 Total costs $ Total amount of this bill $5, CTP - Certified Turnaround Professional CFE - Certified Fraud Examiner CIRA - Certified Insolvency and Restructuring Advisor CPA - Certified Public Accountant PHR - Professional in Human Resources

30 Case 4:05-cv RAS Document Filed 10/29/10 Page 9 of 13 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al October 13, 2010 Accountants and Financial Consultants to the Receiver For the Period from 9/1/2010 to 9/30/2010 Professional Services Hours Amount Accounting Asset Analysis & Recovery Claims Administration & Objections Fee / Employment Applications Investor Communications and Reporting , Litigation Consulting , For professional services rendered $5, Additional Charges : Document Storage Postage 1.05 Total costs $ Total amount of this bill $5,610.05

31 Case 4:05-cv RAS Document Filed 10/29/10 Page 10 of 13 Hays Financial Consulting, LLC 3343 Peachtree Road, NE East Tower, Suite 200 Atlanta, GA SEC v. Travis Correll et al October 13, 2010 Accountants and Financial Consultants to the Receiver For the Period from 9/1/2010 to 9/30/2010 Professional Services Accounting Hrs/Rate Amount 9/23/2010 SSA Reviewed transactions during August 2010 and approved bank account reconciliation. Subtotal Asset Analysis & Recovery 9/9/2010 SSA Drafted s to and reviewed s from Clark Will regarding 9/13/2010 SSA Reviewed and responded to from Clark Will regarding 9/14/2010 SSA Researched for status of remaining case issues. Drafted to Clark Will regarding 9/29/2010 SSA Researched value of bonds. Prepared analysis of same Drafted s to and reviewed s from Clark Will regarding Subtotal Claims Administration & Objections 9/17/2010 KAM Reviewed s for any changes of address, powers of attorney or death certificates in preparation for final distribution /hr 9/30/2010 KAM Telephone call from the Idaho Department of Labor regarding final distribution check not received to date /hr Subtotal Fee / Employment Applications 9/8/2010 SSA Reviewed fee invoice for August /21/2010 MR Prepared invoice for the month of August /hr Subtotal

32 Case 4:05-cv RAS Document Filed 10/29/10 Page 11 of 13 SEC v. Travis Correll et al Page 2 Investor Communications and Reporting Hrs/Rate Amount 9/1/2010 FT Telephone call from investors concerning the next distribution. FT Answered investor communication concerning the next distribution. 9/2/2010 FT Answered investor communication concerning the next distribution. FT Answered investor communication concerning the next distribution. 9/3/2010 FT Answered investor communication concerning the next distribution. 9/7/2010 FT Telephone call from investor regarding various case issues. 9/8/2010 FT Responded to calls from investors regarding the next distribution. SSA Telephone call from investors regarding status of case /10/2010 SSA Telephone call to investor regarding status of case Drafted to investor regarding same. 9/13/2010 FT Telephone call from investors regarding case status and distributions. 9/14/2010 SSA Drafted to investor regarding status of distributions. Drafted to Charles Burnett regarding FT Communicated and answered questions for Correll Investors. 9/15/2010 FT Communicated and answered questions for Correll Investors. 9/16/2010 FT Communicated and answered questions for Correll Investors. 9/20/2010 SSA Drafted s to investors regarding the status of the case and future distributions. 9/21/2010 SSA Drafted to investor regarding future distributions /23/2010 FT Communicated with investors regarding the next distribution. 9/24/2010 FT Communicated with investors regarding the next distribution. 9/27/2010 FT Responded to investor phone calls regarding the next distribution. SSA Drafted to investors regarding status of case /28/2010 FT Responded to investor phone calls regarding the next distribution. SSA Drafted to investor regarding status of case /29/2010 FT Responded to investor phone calls regarding the next distribution. SSA Drafted to investor regarding status of case and distributions. 9/30/2010 FT Responded to investor phone calls regarding the next distribution. Subtotal ,247.50

33 Case 4:05-cv RAS Document Filed 10/29/10 Page 12 of 13 SEC v. Travis Correll et al Page 3 Litigation Consulting Hrs/Rate Amount 9/7/2010 SSA Reviewed mediation documents in the Sentinel Funds matter. SSA Telephone call to FBI agent regarding document request. Reviewed available documents. 9/9/2010 SSA Telephone call to Charles Burnett regarding /13/2010 SSA Reviewed file and drafted s to Charles Burnett regarding. Drafted to Charles Burnett regarding 9/15/2010 SSA Reviewed motion to disqualify Josephs Jacks. Reviewed docket and file on same. Reviewed file on same. 9/16/2010 SSA Researched for payments to G2 from the Trustee and Travis Correll for the motion to disqualify Josephs Jack. SSA Researched for documents responsive to subpoena /17/2010 SSA Drafted to and reviewed s from Clark Will regarding 9/21/2010 SSA Telephone call from Clark Will regarding Reviewed for assets of same. SSA Reviewed for additional information regarding claims of SSA Telephone call to Charles Burnett regarding Reviewed s regarding same. 9/22/2010 SSA Researched for information to pursue judgment against Dwight Johnson. Drafted to Clark Will regarding 9/29/2010 SSA Researched frozen bank accounts. Drafted to and reviewed from Clark Will regarding 9/30/2010 SSA Reviewed from Clark Will regarding Drafted to same and the Receiver regarding recovery of same. DAB Reviewed from Scott Askue regarding the location of the banking records for Dwight Johnson. Reviewed inventory at the storage facility for specific records /hr Subtotal , For professional services rendered $5,459.00

34 Case 4:05-cv RAS Document Filed 10/29/10 Page 13 of 13 SEC v. Travis Correll et al Page 4 Additional Charges : Expenses Amount 9/30/2010 Postage for the month of September Document Storage for the months of August and September Subtotal Total costs $ Total amount of this bill $5,610.05

35 Case 4:05-cv RAS Document Filed 10/29/10 Page 1 of 10 EXHIBIT C

36 Case 4:05-cv RAS Document Filed 10/29/10 Page 2 of 10 TROUTMAN SANDERS LLP Payment Remittance Address Troutman Sanders LLP P.O. Box Atlanta, Georgia A TTORNEYS AT LAW A LIMITED LIABILITY PARTNERSHIP FEDERAL ID NO B ILLING INQUIRIES: Office Address 600 Peachtree Street, NE Suite 5200 Atlanta, GA Hays Financial Consulting, LLC Attn: Mr. S. Gregory Hays 3343 Peachtree Rd NE Ste 200 Atlanta, GA Invoice Date Submitted by Direct Dial Invoice No. File No. 09/17/10 J Dantzler RE: Receiver For Horizon Establishment Et al. - Sec Receivership Fees for Professional Services Rendered Through 08/31/10 $9, Less Adjustments - $ Total Fees $9, Costs and Expenses Through 08/31/10 $1, Total Amount of This Invoice $10,711.15

37 Case 4:05-cv RAS Document Filed 10/29/10 Page 3 of 10 IN ACCOUNT WITH TROUTMAN SANDERS LLP ATTORNEYS AT LAW Invoice Date 09/17/10 Invoice Number File No Page 2 Hays Financial Consulting, LLC Receiver/Horizon Establishment Et al. FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/10 Date Init Description of Work Performed Hours 08/02/10 CRB Correspond with Scott Askue regarding /03/10 CRB Review correspondence from Arthur Spector regarding /04/10 CRB Telephone conferences with Scott Askue regarding ; conference with David Dantzler regarding 3.9 telephone conference with Greg Hays regarding draft response to claim objection in Sentinel Funds bankruptcy proceeding 08/04/10 JDD Several conferences with Charles Burnett regarding /05/10 CRB Telephone conference with Arthur Spector and Andy Herron regarding ; draft to Mike Josephs regarding ; correspond with Steve Beckstoffer regarding ; review documents concerning Correll's investment in Sentinel Funds 08/06/10 CRB Telephone conference with Jose Ortiz regarding correspond with Arthur Spector regarding (.1, time spent on fee application not billed to Hays Financial Consultants) 08/09/10 CRB Draft response to claims objection in Sentinel Funds bankruptcy proceeding; correspond with Arthur Spector regarding /10/10 CRB Draft response to claim objection in Sentinel Funds bankruptcy proceeding /11/10 CRB Revise fee application for June fees (.2, time spent on fee application not billed to Hays Financial Consultants); correspond with Clark Will regarding /12/10 CRB Draft response to claim objection in Sentinel Funds bankruptcy proceeding; correspond with Arthur Spector regarding (.1, time spent on fee application not billed to Hays Financial Consultants) 08/13/10 CRB Research Florida law regarding equitable subordination; draft response to claim objection in Sentinel Funds bankruptcy proceeding 08/16/10 CRB Draft response to claim objection in Sentinel Funds bankruptcy proceeding; conference with David Dantzler regarding correspond with Arthur Spector regarding correspond with Receiver regarding 08/16/10 JDD Review status of Sentinel matter; review and analyze briefs and related research; several conferences with Charles Burnett regarding /18/10 CRB Review invoices in preparation for fee application (.1, time spent on fee 0.2

38 Case 4:05-cv RAS Document Filed 10/29/10 Page 4 of 10 IN ACCOUNT WITH TROUTMAN SANDERS LLP ATTORNEYS AT LAW Invoice Date 09/17/10 Invoice Number File No Page 3 Hays Financial Consulting, LLC Receiver/Horizon Establishment Et al. FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 08/31/10 Date Init Description of Work Performed Hours application not billed to Hays Financial Consultants); correspond with Scott Askue regarding 08/20/10 CRB Correspond with Clark Will regarding ; correspond with Scott Askue regarding 08/23/10 CRB Conference with David Dantzler regarding ; revise response to claim objection 08/24/10 CRB Telephone conference with Arthur Spector regarding ; correspond with Mike Josephs regarding ; draft mutual release with Gregory Thompson; correspond with Receiver Team regarding telephone conference with Scott Askue regarding ; correspond with David Dantzler regarding 08/25/10 CRB Telephone conference with Jose Ortiz and Andy Herron regarding ; review Arthur Spector's correspondence with Brett Marks regarding ; revise application for fees incurred in June and July 2010 and correspond with Receiver Team regarding (.4, time spent on fee application not billed to Hays Financial Consultants) 08/26/10 CRB Telephone conference with Arthur Spector regarding ; draft release by Gregory Thompson; revise fee application and coordinate filing of same (.6, time spent on fee application not billed to Hays Financial Consultants) 08/27/10 CRB Revise response to claim objection in Sentinel Funds proceeding; correspond with Arthur Spector regarding correspond with Clark Will regarding 08/30/10 CRB Review and revise Greg Thompson's release of the Receiver; conference with David Dantzler regarding ; correspond with Arthur Spector regarding telephone conference with Jose Ortiz regarding 08/31/10 CRB Draft mediation statement for mediation in Sentinel Funds proceeding; conference with David Dantzler regarding correspond with Arthur Spector regarding correspond with Receiver Team regarding Total Hours 32.6 Total Fees 9,724.10