Mark R. Gaylord (#5073) Melanie J. Vartabedian (#10148 ... › images ›...

DMWEST #15358126 v1

Mark R. Gaylord (#5073) Melanie J. Vartabedian (#10148) Tesia N. Stanley (#13367) Jeffrey D. Enquist (#14634) Scott S. Humphreys (admitted pro hac vice) BALLARD SPAHR LLP One Utah Center, Suite 800 201 South Main Street Salt Lake City, Utah 84111-2221 Telephone: (801) 531-3000 Facsimile: (801) 531-3001 [email protected] [email protected] [email protected] [email protected] [email protected] Attorneys for Court-Appointed Receiver, Diane A. Thompson

IN THE UNITED STATES DISTRICT COURT DISTRICT OF UTAH, CENTRAL DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff, v. AMERICAN PENSION SERVICES, INC., a Utah Corporation and CURTIS L. DeYOUNG, an individual, Defendants.

RECEIVER’S MOTION AND MEMORANDUM FOR AN ORDER OF JUDICIAL DISSOLUTION OF CERTAIN LIMITED LIABILITY COMPANIES ORGANIZED IN UTAH OWNED AND/OR CONTROLLED BY CURTIS DEYOUNG Case No.: 2:14-cv-00309-RJS-DBP Judge Robert J. Shelby Magistrate Judge Dustin B. Pead

Case 2:14-cv-00309-RJS-DBP Document 848 Filed 01/12/17 of 23

DMWEST #15358126 v1 2

Diane Thompson (“Receiver”), Court-Appointed Receiver for American Pension

Services, Inc. (“APS”), by and through her undersigned counsel, hereby respectfully moves the

Court to order the judicial dissolution of six (6) limited liability companies (the “LLCs”)

formerly owned and/or controlled by Curtis DeYoung (“DeYoung”) in order to prevent further

use of these business entities for any purpose whatsoever.

RELIEF SOUGHT AND GROUNDS FOR MOTION

By this Motion, the Receiver seeks a Court order judicially dissolving six (6) LLCs: LIC

Environmental, L.C.; LJP Holdings, LLC; First Silverado Properties, LLC; Quicksilver

Management, LLC; DLC2 Investments, LLC; and RE Ventures, LLC. Each of these LLCs is

organized under the laws of the State of Utah. With the exception of LJP Holdings, LLC and RE

Ventures, LLC, DeYoung is a member or manager of each of the LLCs, and in some cases, the

sole member or manager. Pursuant to the Court’s Order Appointing Receiver, the Receiver is

granted the authority to take any action which could have been taken by DeYoung or APS in

their role as managers of the LLCs. Furthermore, pursuant to the Settlement Agreement with

Michelle DeYoung, Michelle DeYoung relinquished and quit claimed any and all rights of

ownership in the LLCs (whether she was a manager/member of the LLC, or whether she was

awarded the LLC in the DeYoungs' divorce) to the Receiver.

Judicial dissolution is available upon the application of a member. In this case, the

Receiver makes this request as a member on the grounds that a manager or member in control of

the LLC have acted or are acting in a manner that is illegal or fraudulent pursuant to Utah Code

Ann. § 48-3a-701(5). On September 12, 2016, DeYoung entered a plea of guilty on one count of


DMWEST #15358126 v1 3

mail fraud and one count of false declaration before a court of the United States arising from his

misappropriation of nearly $25 million from APS Master Trust accounts. Additionally, the

Receiver makes this request as a member on the grounds that the conduct of all or substantially

all of the limited liability company’s activities and affairs is unlawful pursuant to Utah Code

Ann. § 48-3a-701(4). Upon investigation, the Receiver has reason to believe that the LLCs were

created for the purpose of perpetuating DeYoung’s fraudulent conduct, specifically to hide or

otherwise shield assets taken from APS account holders. Upon judicial dissolution, the LLCs

will be permanently dissolved, thereby disabling DeYoung or anyone else from being able to use

these entities to commit fraud, hide assets, or commit any other harmful conduct.

MOTION AND MEMORANDUM

On April 24, 2014, the Securities and Exchange Commission (“SEC”) filed suit against

APS and Curtis L. DeYoung, alleging, among other claims, that DeYoung, as president and CEO

of APS, misappropriated nearly $25 million of APS account owner funds from APS’s master

trust account. (Complaint (Dkt. 1), ¶ 1). That same day, the Receiver was appointed and tasked

to promote the orderly and efficient administration of the Receivership Estate. (Order

Appointing Receiver, Freezing Assets, and Other Relief (Dkt. 9) (“Receivership Order”).

On September 12, 2016, DeYoung entered a plea of guilty on one count of mail fraud and

one count of false declaration before a court of the United States arising from his

misappropriation of nearly $25 million from APS Master Trust accounts. (Statement by

Defendant in Advance of Plea of Guilty and Plea Agreement Pursuant to Fed. R. Crim. P.

11(c)(1)(C), attached hereto as Exhibit A) (“Guilty Plea”). Upon investigation, the Receiver has


DMWEST #15358126 v1 4

reason to believe that the LLCs were created and used for the purpose of perpetuating

DeYoung’s fraudulent misappropriation, specifically to hide or otherwise shield assets taken

from APS accountholders. By this Motion, the Receiver seeks an order from this Court for a

judicial dissolution of the six (6) LLCs pursuant to Utah Code Ann. § 48-3a-701(5).

BACKGROUND FACTS

1. On April 24, 2014, the Securities and Exchange Commission (“SEC”) filed suit

against APS and Curtis L. DeYoung, alleging, among other claims, that DeYoung, as president

and CEO of APS, misappropriated over $24 million of APS account owner funds from APS’s

master trust account. (Complaint (Dkt. 1), ¶ 1). That same day, the Receiver was appointed and

tasked to promote the orderly and efficient administration of the Receivership Estate. (See

Receivership Order [Dkt. 9]).

2. The Receivership Order defines the “Receivership Defendants” as APS,

DeYoung, and any entities owned, controlled, or under common control by or through APS or

DeYoung. (Id. at pp 1-2).

3. The Receivership Order specifically lists LJP Funding, LLC, First Silverado

Properties, LLC, LIC Environmental, LLC, and Quicksilver Management, LLC as related

entities owned, controlled, or under common control by APS and DeYoung. (Id.).

4. The Receivership Order states that “[t]he Receiver shall have all powers,

authorities, rights and privileges heretofore possessed by the officers, directors, managers and

general and limited partners of the entity Receivership Defendants under applicable state and

federal law.” (Id. at p. 3).


DMWEST #15358126 v1 5

5. Furthermore, the Receivership Order states that the Receiver has the authority

“[t]o take any action which, prior to the entry of this Order, could have been taken by the

officers, directors, partners, managers, trustees and agents of the Receivership Defendants.” (Id.

at p. 5).

6. The Decree of Divorce and Judgment ("Divorce Decree") between Curtis and

Michelle awards to Michelle all assets held and/or owned by Curtis and Michelle. (Divorce

Decree, June 2, 2015, attached hereto as Exhibit B.)

7. Pursuant to a Settlement Agreement entered into by Michelle DeYoung and the

Receiver, Michelle assigned and quit claimed to the Receiver, as Receivership Assets, any and

all rights in each of the LLCs. (Michelle DeYoung Settlement Agreement, pp. 9-10 attached

hereto as Exhibit C.)

8. According to the most current records available on the Utah Division of

Corporations website, each of the LLCs is organized as follows:

a. LIC Environmental, L.C., entity number 2055792-0160, was organized by

DeYoung on October 22, 1998. The Articles of Organization list DeYoung as a

“Managing Member” and registered agent. (Attached hereto as Exhibit D.)

According to an annual report dated August 16, 1999, DeYoung is listed as its

sole Manager. (Attached hereto as Exhibit E.)

b. LJP Holdings, LLC, entity number 6414702-0160, was organized by Byron

Lamont Smith and Dean H. Becker on December 8, 2006. The Articles of

Organization list Byron Lamont Smith and Dean H. Becker as Managers,


DMWEST #15358126 v1 6

Organizers, and Members. (Attached hereto as Exhibit F.)

c. First Silverado Properties, LLC, entity number 7899282-0160, was organized by

DeYoung on February 1, 2011. The Articles of Organization list DeYoung as the

sole Manager, Member, and registered agent. (Attached hereto as Exhibit G.)

d. Quicksilver Management, LLC, entity number 5803832-0160, was organized by

DeYoung on December 30, 2004. The Articles of Organization list DeYoung as

the sole Manager and Member. (Attached hereto as Exhibit H.)

e. DLC2 Investments, LLC, entity number 5803832-0160, was organized by Dean

Becker on February 5, 2014. The Articles of Organization list Dean Becker as the

sole Manager and Curtis DeYoung SEP IRA, Curtis DeYoung Roth 401(k), and

Curtis DeYoung Roth 401(k) as Members. (Attached hereto as Exhibit I.)

f. RE Ventures, LLC, entity number 8928084-0160, was organized by Dean Becker

on January 28, 2014. The Articles of Organization list Dean Becker as the sole

Manager and Michelle DeYoung SEP IRA, Michelle DeYoung Roth 401(k), and

Michelle DeYoung 401(k) as Members. (Attached hereto as Exhibit J.) Pursuant

to the Settlement Agreement, Michelle DeYoung retained the Roth 401(k)

account but relinquished the entity. (Michelle DeYoung Settlement Agreement,

p. 11).

9. On September 12, 2016, DeYoung entered a plea of guilty on one count of mail

fraud and one count of false declaration before a court of the United States arising from his

misappropriation of nearly $25 million from APS Master Trust accounts. (Guilty Plea, Exhibit


DMWEST #15358126 v1 7

A).

10. Judicial dissolution and the subsequent winding up of the LLCs is governed by

the Utah Revised Uniform Limited Liability Company Act, Utah Code Ann. § 48-3a-101 et seq.

11. The Receiver is aware of two properties held by LJP Holdings, LLC: 2819 Lister

Ave, Kansas City, MO 64128, and 1229 Van Brunt, Kansas City, MO, 64127. (See Trust Deed

recorded in the Jackson County, Missouri Recorders’ Office as 2008E0124023, attached hereto

as Exhibit K; Trust Deed recorded in the Jackson County, Missouri Recorders’ Office as

2008E0096932, attached hereto as Exhibit L).

12. After reasonable investigation, the Receiver believes that the LLCs do not contain

any other significant remaining assets or add value to the Receivership.

13. Upon dissolution and during winding up, any remaining assets of the LLCs will

be returned to the Receivership, should there be any remaining assets in any of the LLCs.

14. This Court may also supervise any winding down of the LLCs to ensure proper

wind down and distribution of the assets to the Receivership, should there be any remaining

assets in any of the LLCs. Utah Code Ann. § 48-3a-703(5)(c).

ARGUMENT

I. This Court Has the Authority to Dissolve the LLCs.

The district court has broad powers and wide discretion to determine relief in an equity

receivership. SEC v. Vescor Capital Corp., 599 F.3d 1189, 1194 (10th Cir. 2010). The Utah

Revised Uniform Limited Liability Act (the “ LLC Act”) provides the Court with statutory


DMWEST #15358126 v1 8

authority to order a judicial dissolution of LLCs organized under the laws of the State of Utah.

See Utah Code Ann. § 48-3a-101 et seq. According to the LLC Act:

A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: * * * (4) on application by a member, the entry by the district court of an order dissolving the limited liability company on the grounds that: (a) the conduct of all or substantially all of the limited liability company’s activities and affairs is unlawful. * * * (5) on application by a member, the entry by the district court of an order dissolving the limited liability company on the grounds that the managers or those members in control of the limited liability company: (a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (b) have acted, are acting, or will act in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

Utah Code Ann. § 48-3a-701.

The Receivership Order allows the Receiver to take possession and control of the

assets and entities formerly belonging to APS and DeYoung and use them in a manner

which benefits the Receivership Estate. (See Order Appointing Receiver [Dkt. 9] at p. 5).

The Receivership Order states that “[t]he Receiver shall have all powers, authorities,

rights and privileges heretofore possessed by the officers, directors, managers and general

and limited partners of the entity Receivership Defendants under applicable state and

federal law.” (Id. at p. 3). More specifically, the Receivership Order authorizes the

Receiver to “take any action which, prior to the entry of this Order, could have been

taken by the officers, directors, partners, managers, trustees and agents” of the LLCs. (Id.


DMWEST #15358126 v1 9

at p. 5). Furthermore, pursuant to a Settlement Agreement entered into by Michelle

DeYoung and the Receiver, Michelle assigned and quit claimed to the Receiver, as

Receivership Assets, any and all rights in each of the LLCs. (SOF ¶ 6).

1. LIC Environmental, L.C., First Silverado Properties, LLC, Quicksilver Management, LLC, and DLC2 Investments.

According to the most recently available documents filed with the Utah

Department of Corporations, DeYoung is listed as a member and manager of LIC

Environmental, LLC, First Silverado Properties, LLC, and Quicksilver Management,

LLC. (SOF ¶ 8(a), (c)-(d)). With respect to DLC2 Investments, LLC, the DeYoung

401(k), Roth 401(k), and SEP IRA accounts were listed as the members. (SOF ¶ 8(e)).

Because the Receivership Order authorizes the Receiver to take any action which could

have been taken by DeYoung with respect to these LLCs, the Receiver has the authority

to request a judicial dissolution on behalf of DeYoung as member of these LLCs. (Order

Appointing Receiver, p. 5 [Dkt. 9]).

The Receiver makes this request, acting as a member, on grounds that DeYoung

acted in a manner which is illegal and/or fraudulent with respect to his use of the LLCs.

Utah Code Ann. § 48-3a-701(5) states that dissolution is appropriate upon “on

application by a member, the entry by the district court of an order dissolving the limited

liability company on the grounds that the managers or those members in control of the

limited liability company: (a) have acted, are acting, or will act in a manner that is illegal

or fraudulent.” On September 12, 2016, DeYoung entered a plea of guilty on one count


DMWEST #15358126 v1 10

of mail fraud and one count of false declaration before a court of the United States arising

from his misappropriation of nearly $25 million from APS Master Trust accounts. (SOF

¶ 9). Therefore, pursuant to Utah Code Ann. § 48-3a-701(5), the Receiver asks the Court

to dissolve LIC Environmental, LLC, First Silverado Properties, LLC, and Quicksilver

Management, LLC on the grounds that DeYoung, acting as member in control of these

LLCs, has acted in a manner that is illegal or fraudulent.

2. RE Ventures, LLC


Department of Corporations, the Michelle DeYoung 401(k), Roth 401(k), and SEP IRA

accounts are listed as the members of RE Ventures, LLC. (SOF ¶ 8(f)). Pursuant to a

Settlement Agreement entered into by Michelle DeYoung and the Receiver, Michelle

assigned and quit claimed to the Receiver, as Receivership Assets, any and all rights in

RE Ventures, LLC. (SOF ¶ 6). Therefore, the Receiver has the authority to request a

judicial dissolution as member of RE Ventures, LLC.

The Receiver makes this request, acting as a member, on grounds that the conduct

of substantially all of RE Ventures, LLCs’ activities and affairs was unlawful. Utah Code

Ann. § 48-3a-701(4) states that dissolution is appropriate upon “on application by a

member, the entry by the district court of an order dissolving the limited liability

company on the grounds that: (a) the conduct of all or substantially all of the limited

liability company’s activities and affairs is unlawful.”


DMWEST #15358126 v1 11

Dean Becker created RE Ventures, LLC and three other similar entities in early

2014. (See SOF ¶ 8(f)). Shortly after their creation, on April 28, 2014, Dean Becker

surreptitiously withdrew $81,744.70 consisting of Michelle DeYoung’s retirement funds

from the Zions Bank account of RE Ventures, LLC and deposited those funds with a

Brighton Bank account number ending in 2157 in violation of the Court’s Order Freezing

Assets dated April 24, 2014. (Findings of Fact, Conclusions of Law, and Order on

Motion to Approve Settlement with Michelle DeYoung, p. 6 [Dkt. 701]). The Receiver

has reason to believe that RE Ventures, LLC was used for the purpose of perpetuating

DeYoung’s fraudulent conduct, specifically to hide or otherwise shield assets, including

Michelle DeYoung’s retirement funds, taken from APS account holders. Therefore,

pursuant to Utah Code Ann. § 48-3a-701(4), the Receiver asks the Court to dissolve RE

Ventures, LLC on the grounds that the conduct of substantially all of the LLCs’ activities

and affairs was unlawful.

3. LJP Holdings, LLC


Department of Corporations, Byron Lamont Smith and Dean Becker are listed as the

members of LJP Holdings, LLC. (SOF ¶ 8(b)). The Receivership Order specifically lists

LJP Holdings, LLC, as a related entity owned, controlled, or under common control by

APS. (SOF ¶ 3). Furthermore, the Receivership Order states that “[t]he Receiver shall

have all powers, authorities, rights and privileges heretofore possessed by the officers,

directors, managers and general and limited partners of the entity Receivership


DMWEST #15358126 v1 12

Defendants under applicable state and federal law.” (SOF ¶ 4). Therefore, the Receiver

has the authority to request a judicial dissolution as member of LJP Holdings, LLC.

The Receiver makes this request, acting as a member, on grounds that the conduct

of substantially all of LJP Holdings, LLCs’ activities and affairs was unlawful. Utah

Code Ann. § 48-3a-701(4) states that dissolution is appropriate upon “on application by a

member, the entry by the district court of an order dissolving the limited liability

company on the grounds that: (a) the conduct of all or substantially all of the limited

liability company’s activities and affairs is unlawful.”

LJP Holdings, LLC was used as a “clearinghouse” for properties of minimal value

held by APS and DeYoung. (See Depo. of Byron Lamont Smith 78:8-18, attached hereto

as Exhibit M.) Dean Becker, member and manager of LJP Holdings, LLC, stated in his

deposition that the purpose of LJP Holdings, LLC was to hold title to “slum properties”

which APS and DeYoung invested in. (See Depo. of Dean Becker 19:16-25, attached

hereto as Exhibit N.) Dean Becker stated that he “never knew how” APS came into

ownership of the properties held within LJP Holdings, LLC and did not have discussions

with DeYoung regarding the investments. (Id. at 20:1-24). Lastly, Dean Becker stated

that DeYoung actually owned LJP Holdings, LLC and the monies used to purchase

properties held within LJP Holdings, LLC came from APS. (Id. at 52:9-20). The

Receiver has reason to believe that DeYoung and APS used LJP Holdings, LLC for the

purpose of perpetuating his fraudulent conduct, specifically to hide or otherwise shield

assets taken from APS account holders. Therefore, pursuant to Utah Code Ann. § 48-3a-


DMWEST #15358126 v1 13

701(4), the Receiver asks the Court to dissolve LJP Holdings, LLC on the grounds that

the conduct of substantially all of the LLCs’ activities and affairs was unlawful.

II. The Court Should Grant the Receiver Authority to Sell Any Assets Remaining in the LLCs.

As noted above, the district court has broad powers and wide discretion to determine

relief in an equity receivership. SEC v. Vescor Capital Corp., 599 F.3d 1189, 1194 (10th Cir.

2010). “When a district court creates a receivership, its focus is to . . . achiev[e] a final,

equitable distribution of the assets.” Id. After a reasonable investigation, the Receiver believes

that there are no significant assets, if any, remaining in the LLCs. The Receiver is aware of two

properties located in Kansas City, Missouri still held by LJP Holdings, LLC (SOF ¶ 12). The

properties held by LJP Holdings, LLC are inhabited by borrowers and little is owed on the notes

belonging to LJP Holdings, LLC. The Receiver believe it is in the best interest of the

Receivership to attempt to collect all amounts due and owing on the notes, which she is in the

process of doing.

In the event the Receiver is not successful, she will determine whether to liquidate the

properties to satisfy the debt. Should the Receiver determine to liquidate the properties, or

should she discover any other assets remaining in the LLCs, the Receiver seeks approval from

this Court to liquidate any real property assets and other assets held by the LLCs following

judicial dissolution by sheriff’s sale, U.S. Marshals sale, or other public auction pursuant to 28

U.S.C. §§ 2001, 2004, whichever method the Receiver deems will bring the highest and best


DMWEST #15358126 v1 14

value in her discretion. The Receiver will use any funds from the liquidation of the assets for the

benefit of the Receivership Estate, as authorized by the Order Appointing Receiver. (Order

Appointing Receiver, p. 5 [Dkt. 9]). Therefore, if the Receiver discovers any existing assets of

value in the LLCs, the Court should grant the Receiver the ability to sell the assets for the benefit

of the Receivership Estate following the judicial dissolution by sheriff’s sale, U.S. Marshals sale,

or other public auction pursuant to 28 U.S.C. §§ 2001, 2004.

III. Due Process Has Been Afforded.

“Due process requires notice and an opportunity to be heard.” SEC v. Elliott, 953 F.2d

1560, 1566 (11th Cir. 1992). Due process ensures a “claimant[‘s] interests [are] adequately

safeguarded.” Id. The owners of each of the Non-compliant Accounts have been, and will be,

afforded due process.

In In re Comm’r of Banks and Real Estate, a Receiver sought to dissolve and liquidate a

custodian of investment trust assets. 764 N.E.2d 66 (Ill. App. Ct. 2001). In affirming the

Receiver’s authority to liquidate assets from individual trust accounts, the Court addressed due

process considerations, and found that account holders had “both actual and constructive

notice . . . in the form of publication of pleadings, orders, the receiver’s recommendations, etc.”

on the receiver’s website. In re Comm’r of Banks and Real Estate, 764 N.E.2d at 92. The Court

noted that each of the account holders had been mailed notice of the receivership, which advised

account holders that “a substantial portion of cash . . . was missing and it was the priority of the

receiver to determine the amount of money missing and how the beneficiaries would be affected

by the missing cash,” and that notice was posted to the receiver’s website. Id. The Court then


DMWEST #15358126 v1 15

noted that account holders received notice of other court filings by mail and website postings,

and that account holders “were afforded ample opportunity to participate in the court’s

proceedings,” including the ability to “file extensive pleadings . . . including objections and

suggestions . . . to the receiver’s initial recommendation[s], . . . objections and oppositions to the

proposed final order,” and other filings. Id. at 93–94.

Based upon records available from the Utah Division of Corporations, the Receiver has

no reason to believe that anyone other than the DeYoungs claim an interest in the LLCs.

Furthermore, Dean Becker and Byron Lamont Smith worked for APS and DeYoung as an

employee and independent contractor. Based on information and belief, Dean Becker and Byron

Lamont Smith formed the entities in which they are listed as a member, manager, or registered

agent at the direction of DeYoung. However, in an abundance of caution, the Receiver intends

to mail a copy of this Motion to each registered agent for the LLCs, as listed with the Utah

Division of Corporations and Commercial Code. The Receiver will post a copy of this Motion to

the Receiver’s website, www.apsreceiver.com, upon filing with the Court. Notice to the

registered agent is necessary in the very unlikely event the LLCs have undisclosed members

which the Receiver is unaware of, or someone claims an interest in the LLCs, particularly a

member that is not associated with APS. In this situation, notice allows the other members or

interest holders to object to the Motion and have their concerns, if any, heard by the Court. If a

hearing on this Motion is scheduled, the Receiver will also post a notice of the hearing date on

this Motion to the Receivership website.


DMWEST #15358126 v1 16

Thus, any person potentially claiming interest in any of the LLCs has been and will be

afforded due process.

CONCLUSION

The Receiver requests that this Court approve the Receiver’s request to order dissolution

of the six (6) LLCs. Upon the winding up process, the Receiver should also be authorized to

liquidate any existing assets of the LLCs following the judicial dissolution by sheriff’s sale, U.S.

Marshals sale, or other public auction pursuant to 28 U.S.C. §§ 2001, 2004.

DATED this 12th day of January, 2017.

/s/ Melanie J. Vartabedian Mark R. Gaylord, Esq. Melanie J. Vartabedian, Esq. Tesia N. Stanley, Esq. Jeffrey D. Enquist, Esq. Scott S. Humphreys, Esq. (admitted pro hac vice) BALLARD SPAHR LLP Attorneys for Court-appointed Receiver, Diane A. Thompson


DMWEST #15358126 v1 17

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing RECEIVER’S

MOTION AND MEMORANDUM FOR AN ORDER OF JUDICIAL DISSOLUTION OF

CERTAIN LIMITED LIABILITY COMPANIES ORGANIZED IN UTAH OWNED

AND/OR CONTROLLED BY CURTIS DEYOUNG was served to the following this 12th day

of January 2017, in the manner set forth below:

[X] U.S. Mail, postage prepaid

Curtis L. DeYoung Registered Agent, LIC Environmental, L.C. c/o Danny Quintana, Esq. DANNY QUINTANA PLLC 3341 South 700 East Salt Lake City, UT 84101 Dean H. Becker Registered Agent, LJP Holdings, LLC 1188 East 1650 South Bountiful, UT, 84010

Curtis L. DeYoung Registered Agent, First Silverado Properties, LLC c/o Danny Quintana, Esq. DANNY QUINTANA PLLC 3341 South 700 East Salt Lake City, UT 84101 Byron Lamont Smith Registered Agent, Quicksilver Management, LLC 999 East 13200 South Draper, UT 84020 Dean H. Becker Registered Agent, DLC2 Investments, LLC 1188 East 1650 South Bountiful, UT, 84010


DMWEST #15358126 v1 18

Dean H. Becker Registered Agent, RE Ventures, LLC 1188 East 1650 South Bountiful, UT, 84010

[X] Through the CM/ECF System for the U.S. District Court [ ] Hand Delivery [ ] E-mail: [email protected]; #[email protected]; [email protected];

[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]

Cheryl M. Mori, Esq. Paul N. Feindt, Esq. Amy J. Oliver, Esq. SECURITIES & EXCHANGE COMMISSION 351 S. West Temple, Suite 6.100 Salt Lake City, UT 84101


DMWEST #15358126 v1 19

Paul T. Moxley, Esq. Thomas J. Burns, Esq. Z. Ryan Pahnke, Esq. Joshua D. Chandler, Esq. DURHAM JONES & PINEGAR 111 East Broadway, Suite 900 Salt Lake City, UT 84111 Judson T. Pitts, Esq. WIMMER & PITTS, P.C. 11651 S. Harvest Rain Ave. South Jordan, UT 84095 George B. Hofmann, IV, Esq. PARSONS KINGHORN HARRIS 111 E. Broadway 11th Fl. Salt Lake City, UT 84111

David E. Leta, Esq. Andrew V. Hardenbrook, Esq. SNELL & WILMER L.L.P. 15 West South Temple, Suite 1200 Salt Lake City, UT 84101 Kim R. Wilson, Esq. SNOW, CHRISTENSEN & MARTINEAU 10 Exchange Place, Eleventh Floor Post Office Box 45000 Salt Lake City, UT 84145-5000 Mark J. Gregersen, pro se 10 West Broadway, Suite 505 Salt Lake City, UT 84101

Stephen K. Christiansen, Esq. 311 South State Street, Suite 250 Salt Lake City, UT 84111


DMWEST #15358126 v1 20

Blake D. Miller, Esq. Craig H. Howe, Esq. MILLER TOONE, P.C. 165 South Regent Street Salt Lake City, UT 84111 Gary E. Doctorman, Esq. PARSONS BEHLE & LATIMER 201 S. Main Street, Suite 1800 Salt Lake City, UT 84111 R. Jeremy Adamson, Esq. KUNZLER LAW GROUP, P.C. 50 West Broadway, 10th Floor Salt Lake City, UT 84101 Jeffrey D. Steed, Esq. KIRTON & MCCONKIE 50 East South Temple, 4th Floor P.O. Box 45120 Salt Lake City, UT 84145-0120 Sara E. Bouley, Esq. ACTION LAW LLC 2825 E. Cottonwood Pkwy., Suite 500 Salt Lake City, UT 84121 Danny Quintana, Esq. DANNY QUINTANA PLLC 3341 South 700 East Salt Lake City, UT 84101 Doyle S. Byers, Esq. HOLLAND & HART LLP 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Justin R. Baer, Esq. HIRSCHI STEELE & BAER, PLLC 136 East South Temple, Suite 1650 Salt Lake City, UT 84111


DMWEST #15358126 v1 21

Robert G. Wing, Esq. Mark W. Pugsley, Esq. Jared N. Parrish, Esq. Brent D. Wride, Esq. RAY QUINNEY & NEBEKER P.C. 36 South State Street, Suite 1400 P.O. Box 45385 Salt Lake City, UT 84145-0385 Edward F. Donohue, Esq. HINSHAW & CULBERTSON LLP One California Street, 18th Floor San Francisco, CA 94111 Robert K. Hunt, Esq. OFFICE OF THE FEDERAL PUBLIC DEFENDER DISTRICT OF UTAH 46 West Broadway, Suite 110 Salt Lake City, UT 84101 Benjamin B. Grindstaff, Esq. BENJAMIN B. GRINDSTAFF, PLLC 5383 South 900 East, Suite 103 Salt Lake City, UT 84117 Jeffrey T. Colemere, Esq. WRONA GORDON & DUBOIS, P.C. 11650 South State Street, Suite 103 Draper, UT 84020


DMWEST #15358126 v1 22

Armand J. Howell, Esq. HALLIDAY, WATKINS & MANN, P.C. 376 East 400 South, Suite 300 Salt Lake City, UT 84111 Jerome H. Mooney, Esq. WESTON, GARROU & MOONEY 12121 Wilshire Blvd., 525 Los Angeles, CA 90025

/s/ Melanie J. Vartabedian


DMWEST #15358126 v1

23

INDEX A Statement in Advance of Plea of Guilty B Decree of Divorce and Judgment C Settlement Agreement of Michelle DeYoung D Articles of Organization LIC Environmental, L.C. E 1999 LLC Annual Report of LIC Environmental, L.C. F Articles of Organization LJP Holdings LLC G Articles of Organization First Silverado Properties LLC H Articles of Organization QuickSilver Management, LLC. I Articles of Organization DLC2 Investments LLC J Articles of Organization RE Ventures LLC K Trust Deed - Lister L Trust Deed – Van Brunt M Deposition of Byron LaMont Smith N Deposition of Dean Becker


EXHIBIT A

Case 2:14-cv-00309-RJS-DBP Document 848-1 Filed 01/12/17 Page 1 of 10

Case 2:15-cr-00104-DN-EJF Document 96 Filed 09/12/16 Page 1 of 9Case 2:14-cv-00309-RJS-DBP Document 848-1 Filed 01/12/17 Page 2 of 10

E,XHIBIT B


The Order of Court is stated below:Dated: June 02,2075 lsl

06:28:24PIli4Paige

Brady T. Gibbs #11049WRONA GORDON & DUBOIS, P.C.I1650 S. State Street, Suite 103Draper, Utah 84020Ph: 801.676.5252Fax: 801 .676.5262Emai I : r¿i bbs¡âìwsd lawfirrn.conr

Attorneys for Petitioner

IN THE THIRD JUDICIAL DISTRICT COURT

IN AND FOR SALT LAKE COUNTY, STATE OF UTAH

(450 South State Street, P.O. Box 1860, Salt Lake City, Utah 84114)

MICHELLE DEYOLTNG, DECREE OF DIVORCE

AND JUDGMENTPetitioner

CURTIS DEYOLING, Case Number: 144906613

Respondent.Judge: Paige Petersen

Commission: Michelle Blomquist

This matter came regularly for consideration by the Court without hearing pursuant to Utah Code

Ann. $ 30-3-4. The parties previously entered into a written Stipulation to settle any and all issues in

this action. Pursuant to the terms of the Stipulation, the parties consented that a Decree of Divorce

VS

June 02, 20'15 06:28 PM 1of 8


could be entered consistent with the terms of the Stipulation. The Court, having considered the

testimony of Petitioner by way of affidavit as to jurisdiction and grounds for divorce, having

received and reviewed the Stipulation and other pleadings on file, having previously entered its

Findings of Fact and Conclusions of Law, and for good cause otherwise appearing, does now

ORDER, ADJUDGE and DECREE as follows:

Divorcel. The parties are hereby awarded a divorce from each other, to become final immediately

upon its entry herein.Alimony

I . In consideration of the distribution of property and accounts provided herein as a

domestic support obligation, neither party is awarded any alimony from the other.Financial Accounts

l. Petitioner is awarded the joint financial accounts at First Utah Bank and Respondent is

awarded the financial accounts at Bank of American Fork. All other checking/savingsaccounts are awarded to the party in whose name the account appears as that parties' sole

and separate property.Retirement/Investment Accounts

L Petitioner is awarded all retirement and investment accounts appearing in her name as her

sole and separate property, free of any claims by Respondent, and one-hundred percent(100%) of all retirement and investment accounts appearing in Respondent's name as

follows:2. Accounts in Petitioner's name awarded to Petitioner:3. American Pension Services aOl(k); account no.9328;4. American Pension Services a0l(k); account no.9329;5. American Pension Services HSA and IRA; account no.'s I I19, I1601,2823 and 57576. Accounts in Respondent's name awarded to Petitioner:7. American Pension Services a0l(k);account no. 9331;8. American Pension Services a0lG); account no. 9330;9. American Pension Services HSA and IRA; account no.'s 1118,2824,11600 and 5756.10.4 Qualified Domestic Relations Order(s) (QDRO) shall enter to effect the retirement

distribution as set forth inparagraph 4 within thirty (30) days of the entry of the Decreeof Divorce. Respondent shall cooperate in providing Petitioner any and all informationand documents necessary to facilitate the entry of the QDRO(s).

Real PropertyL During the marriage, the parties acquired and presently own the following parcels of real

June 02,2015 06:28 PM 2oÍ8


property:2. 12231 South 1950 East, Draper, Utah 84020 (the "Draper Property");3. Iron Horse Street, Bluffdale, Utah 84065 (the "Bluffdale Property");4. 11027 South State Street, Sandy, Utah 84070 (the "Sandy Property");5. Petitioner is awarded the Draper Property and the Sandy Property as her sole and separate

property, subject to paying any and all obligations associated therewith. Respondent is

awarded the Bluffdale Property subject to Respondent solely paying any all obligationsassociated therewith, holding Petitioner harmless therefrom.

Business InterestsL Petitioner is awarded all assets and business interests in American Pension 401(k)

Services ("APS 401(k)" and one half of the equity remaining in American PensionServices ("APS:). Petitioner is also awarded one-hundred percent of LIC Environmental("LIC), including all assets owned thereby. In addition, Respondent shall remainresponsible to pay, holding Petitioner harmless therefrom, any debts pertaining to APS,including but not limited to the pending legal actions associated with the SEC civil suit,the pending case against Respondent initiated by the DOJ, the federal receivershipassociated with APS, and any additional liabilities associated with APS which now existor arose prior to the entry of the Decree of Divorce in this matter.

Debts and Obligationsl. Petitioner shall assume and pay all credit cards appearing in her name, holding

Respondent harmless therefrom, and Respondent shall assume and pay all credit cards

and other debt appearing in his name, holding Petitioner harmless therefrom. All otherjoint debts and obligations shall be assumed and paid by Respondent, holding Petitionerharmless therefrom. All debts and obligations solely and separately incurred by Petitionerand Respondent from the date of the filing of the Petition for Divorce (November 18,

2014) shall remain the sole responsibility of the party incurring such debt.2. During the marriage, Respondent was named in a legal action filed in the United States

District Court, District of Utah, CentralDivision captioned Securities and ExchangeCommission v. American Pension Services, Inc.; Case No. 2:14-CV-00309-RJS-DBP (the

"Litigation"). Respondent shall be responsible to assume and pay any liabilities,including judgments incurred consequent to the Litigation, attorney fees (includingPetitioner's attorney fees previously incurred or which may occur in the future fromactions related to the Litigation, and the fair market value of any property awarded toPetitioner herein which has or may in the future be seized consequent to the litigation,holding Petitioner harmless for any such liabilities.

Personal PropertyI . Petitioner is awarded the I 913 Model T Speedster as her sole and separate property and

Respondent is awarded the 1922 Studebaker as his sole and separate property.

2. Petitioner is awarded the following items of personal property as previously agreed by the

pafties, as her sole and separate property.

June 02,2015 06:28 PM 3of8


o

a

a

a

a

a

a

a

16x20 Canvas Portrait of Andrea Weddingl913 Model T Speedster

30x40 Canvas Colored Portrait Andrea30x40 Canvas Portrait of DeYoung Girls8x10 Wool Rug Trad Patter Lgt Colors

Accent Dresef Piece Set of 2Addison 8 year old portraitAndrea DeYoung Wedding PortraitAntenna for TVAntique Code Chest

Antique Coke Machine Upright Coke Logo

Antique Floor Lamp w/Shade

Antique Phonograph w/Brass Speaker

Antique Red Coke Machine $.05

Antique Sewing Machine Cabinet

Antique Small Red & White Code Machine

Antique TypewriterAntique Walnut Dresser w/ XL MirrorArt Hanging in Family RoomArt Work on Family Room Wall (4 pieces)

B&W Sunflower Photo

Bernhardt Bedside Tables

Bernhardt AmoireBernhardt Drop Leaf Sofa Table

Bernhardt Footboard

Bernhardt Headboard

Bernhardt Pecan Coffee Table

Brass and Glass Pie Crust Coffee Table

Brass and Glass Sofa Table

Bridal Portrait Nicole DeYoung Canvas

Burlap Bulletin BoardCanvas Portrait Family MemberCanvas Portrait Hailee and Candace

Canvas Portrait Nicole Senior YearCanvas Portrait of Family Member

Chairs Spa Teal W Deconstructed w/Burlap Fabric

Chippendale Mohogany Accent Table

a

a

a

a

a

a

t

a

a

a

o

a

a

t

a

a

a

a

a

a

June 02,2015 06:28 PM 4of8


t

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

!

a

Christus Porceline Statue

Costumes DeYoung GirlsCustom Make Antique Doorknob Jewelry Rack

Daybed Crème Porceline on Steel

Daybe Crème Porceline W TrundleDept 56 Dickens Village CollectionDyson Animal Vaccum Cleaner

Family Portrait 1997

FontiniNativity Set

Geo Crystal OversizedGlassware Serving Ware ChinaGold Leaf Ornate WallMirror 48x72Grandfather ClockGuitar W Gold Frets

Hooker Black Coffee Table

Hooker Natural Pecan Side BoardHooker Red Side BoardHooker Retro Dresser w Jewelery HolderHooker Side Board

Ikea Flower Spry Table Top LampIndustrial Retro Metal ChairIvory Elephant from IndiaJewelry Box BlackLG Washer and Dryer Frontloader w Pedistal

Lexington Bedside Tables Set of 2Lexington For Poster Pineapple

Lexington Mahogany Highboy Dresser

Lexington Tommy Bahama AmoireLexington Upholstered Chair W Black Wood TrimLinens for XL Dining Table

Liz Lemon Canvas Limited EditionMercury Glass Vessels Set of 3 Pottery Barn

Metal Chair Pottery BarnNechi Sewing MachineNeoClassic Lamp w Silk Shade

Occasional Upholstered ChairOlive Wood Nativity Set Israel

a

a

a

a

a

a

a

a

a

a

a

June 02, 2015 06:28 PM 5 of I


a

a

a

a

Origin Art W Custom Frame

Original Photograph Custom Frame (2)

Original Photographs in Custom Frames

Original Photography Custom Frame (7)

Outdoor Sunbrella UmbrellasOversized Canvas Family PortraitOversized Traditional Wall ClockPrecore Streching MachinePlamer Home Walnut Handrubbed Hutch

Panasonic 32 inch Flat Screen TVPaula Deem Pub Style Dining Table and (8) chairs

Paula Deem Accent Chairs

Pewter Nativity Set

Pin Poplin Stripe Chaise Lounge

Potter Barn Extension LampPotter Barn Hat and Coat HooksPotter Barn Linen Sofa

Potter Barn Metal/Glass DeskPotter Barn Potting Bench

Potter Barn White CribPotter Barn White CribPrecore Eliptical MachinePulaski End Table W Glass and MarblePulaski Ottoman Refurbished

Pulaski Metal & Marble Bakers Rack

Queen Anne Mahogany Dropleaf Tables Set of 2

Queen Upholstered Headboards Set of 2

Restoration Hardware Buffet Lamps Brass

Restoration Hardware Acrylic Column Table Lamp

Restoration Hardware Bronze Lamps

Restoration Hardware Tuffted Linen Bench

Retro Porceline & Gold Lamps W Barrell Shades

Serving Pieces Silver Pottery BarnSideboard Traditional Hickory White NCSilk Tree

Silver and White Porceline Bowl OC Tanner

Sofa Yellow Floral Settee

a

a

a

t

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

t

a

a

a

t

a

June 02, 2015 06:28 PM 6of8


. Steel Outdoor fire pit Set of 2

. Stone/marble Globe

. Subzero Refrigerator

. Thomasville Dining Arm Chair Set of 2

. Thomasville Dining Side Chairs Set of 6

. Thomasville Mahogany Dining Table

. Tommy Bahama Lexington Footboard

. Tommy Bahamas Lexington Bedside Table

. Tommy Bahamas Lexington Headboard

. Tommy Bahamas Lexington High Boy Dresser

. Turned Brass Floor Lamp

. Upholstered Benches Set of 2

. Walnut Pottery Barn Closed Bookcase W Glass

. Wing Back Chair w Retro Neutral Cover Deconstructed

. Wood Jewelry Box Hailee

. Wool Neutral Striped Rug 8x10

. Wool Rug 8x10 Black and Gold Traditional

. Wool Rug 8xl0 Grey and White and Black

. All Christmas decorationsl. Respondent is awarded all other items of personal property not awarded to Petitioner,

including all tools and equipment acquired during the marriage as his sole and separateproperty.

2. All other rights and interest in other investment opportunities, notes, loans collectibles,assets and business interests which have not been identifred or awarded through thismatter shall be reserved for further agreement of the parties or alternatively, further orderof the Court. The parties shall first participate in mediation in attempt to resolve the

remaining asset issues contemplated herein prior to bringing the matter before the Court.3. Petitioner's former surname of Michelle Henderson is restored to her if she so chooses.

4. Petitioner and Respondent shall each pay their own attorneys' fees and costs incurredthrough this action.

5. Petitioner and Respondent shall timely execute and deliver to the other, any necessary

documents to transfer the title and ownership of the property of the parties as specifiedherein.

6. Any and all property and money received or retained by either party pursuant to thedivorce shall be deemed the separate property of such party free and clear of any right,interest or claim of the other party, including the right to inherit or to be named as a

beneficiary except as specifically awarded therein, and each party shall have the righthereafter to use and enjoy, independently of any claim or right of the other party, all items

June 02, 2015 06:28 PM 7 of 8


of real or personal property awarded to them

-.-.-.....--END OF ORDER DECREE OF DIVORCE-...-.-...**Signed and entered electronically by the Court as indicated on the first page**

CERTIFICATE OF DELIVERY

I hereby certify that on this l4th day of May ,2015,pursuant to Rule 5(bXlXaXi), I caused a true

and correct copy of the foregoing Decree of Divorce and Judgment to be delivered via Utah State

Bar electronic filing system and/or via the method of delivery checked below to the following:

X First Class U,S. Mail, Postage Prepaid

Facsimile Transmission

Personal Delivery

E-mail Transmission Attachment

/s/ Gwen Mortensen

Curtis DeYoung12231 South 1950 East

Draper, Utah84020

June 02,2015 06:28 PM 8of8


EXHIBIT C


SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement and Mutual Release Agreement ("Agreement") is entered into as of this day of November, 2015 ("Execution Date"), by and between Michelle DeYoung

("Michelle") and Diane A. Thompson (the "Receiver"), in her capacity as Court-appointed receiver for American Pension Services, Inc., as well as any related entities owned, controlled, and/or under common control by or through American Pension Services, Inc., the Receivership Estate and Curtis DeYoung. Michelle and the Receiver may be referred to singularly as "Party" and collectively as "Parties."

RECITALS

A. Michelle is a former employee and officer of American Pension Services, Inc. ("APS"), and alleges she is the owner and sole shareholder of American Pension 401(k) Services, Inc. ("AP4S"). Additionally, Michelle used her salary from APS to set up and fund the followingretirement accounts for which she is the owner: APS 401(k) account no. 9238, APS HSA and IRA account nos. 1119, 11601, 2823 and 5757, and APS Roth 401(k) account no. 9329 (collectively referred to herein as "Michelle's Retirement Accounts").

B. Michelle and Curtis DeYoung ("Curtis") were married in Manti, Utah on June 15, 1978. APS was founded by Curtis and Michelle in 1982, as a family business for the purpose of administering self-directed traditional IRAs, Roth IRAs, SEP IRAs, and Health Savings Accounts. In 1988,

C. Curtis and Michelle purchased real property located at 12231 South 1950 East, Draper, Utah 84020 (the "Draper Property"), and in 1992 they constructed their personal residence on the Draper Property, and fully furnished it with furniture and other personal property that same year. Michelle is listed on title to the Draper Property as a joint tenant.

D. In 1996, Michelle asserts that she received a 1913 Model T Ford as a gift on her 40th birthday. Also during 1996, Michelle asserts that she received a large geode as a gift, which geode was displayed in the APS office, and various antique Coca-Cola vending machines as gifts. Curtis turned these assets over to the Recevier in accordance with the Receivership Order. (The 1913 Model T Ford, the geode, the antique Coca-Cola vending machines are collectively herein referred to as the "Misc. Property", and the furniture and all personal property in the Draper Property are collectively referred to herein as the "Personal Property").

E. In 1996, Curtis acquired commercial property located at 11027 South State Street, Unit 2, Sandy, Utah 84070 (the "Sandy Condo"), which property was allegedly purchased using funds obtained from a home equity loan taken out against the Draper Property. On October 22, 1998, Curtis organized LIC Environmental, LLC ("LIC Environmental"), for the alleged purpose of holding the Sandy Condo, and which property served as the office suite for APS. On October 7, 1999, the Sandy Condo was purportedly deeded by Special Warranty Deed from First Utah Office Condominium Association, Inc. to LIC. The Sandy Property is LIC's only asset. After APS vacated the Sandy Condo, it was leased to First Utah Bank.

1


F. While he was working for APS, Curtis was paid a salary which by the end of 2014 totaled $260,000.00 per year. He used a portion of his salary from APS to set up and fund the following retirement accounts: APS 401(k) account no 9330, APS 401(k) account no 9331, APS HSA and IRA account nos. 1118, 2824, 11600 and 5756. (Collectively referred to herein as "Curtis' Retirement Accounts").

G. Additionally, by the end of2014 Michelle was receiving a salary from APS in the amount of$260,000.00, a portion ofwhich was used to set up and fund the following retirement accounts for which she is the owner: APS 401(k) account no. 9238, APS HSA and IRA account nos. 1119, 11601, 2823 and 5757, and APS Roth 401(k) account no. 9329 (collectively referred to herein as "Michelle's Retirement Accounts").

H. On April 24, 2014, the SEC instituted the Receivership Action against APS and against DeYoung, in the case of Securities and Exchange Commission v. Americian Pension Services, Inc., et al., Case No. 2:14-CV-00309, the Honorable Judge Robert J. Shelby presiding (the "SEC Action"), alleging among other claims, that DeYoung, as a principal of APS, misappropriated over $24 million of IRA Account Owner funds from APS's Master Trust Account.

I. On April 24, 2014, under the Order Appointing Receiver, the Court appointed the Receiver as receiver for APS and the assets as defined in the Order Appointing Receiver.

J. The Order Appointing Receiver vests broad authority in the Receiver, including without limitation, the power to "pursue, resist and defend all suits, claims and demands which may now be pending or which may be brought by or asserted against the Receivership Estates" or "other action approved by the Court."

K. The Receiver was appointed to gather and recover assets and liquidate claims for the benefit of all IRA Account Owners that suffered losses from DeYoung's misappropriations of funds from the APS Master Trust Account.

L. On April 28, 2014, Dean Becker, acting in his capacity as manager for four newly-formed LLCs, withdrew funds from each LLC bank account at Zions Bank and moved the funds to Brighton Bank. Relevant to this lawsuit ar~ two of the LLCs: RE Ventures, LLC and DLC2 Investments, LLC (the "Brighton Bank Accounts"). Mr. Becker withdrew $81,744.70 from the Zions Bank account of RE Ventures, LLC and deposited those funds with Brighton Bank account number ending in 2157. Mr. Becker also withdrew $70,050.58 from the Zions Bank Account for DLC2 Investments, LLC and deposited those funds with Brighton Bank account number ending 2140 in the name ofDHB2 Holdings, LLC. TheRE Ventures, LLC bank account at Brighton Bank has $81,744.70 remaining on deposit. The DHB2 Holdings, LLC bank account at Brighton Bank has $67,616.45 remaining on deposit, due to withdrawal of $2,434.13 from that account. The Brighton Bank Accounts are currently frozen.

M. On February 27, 2015, the Court in the Receivership Action entered its Order Approving Amended Modified Plan of Liquidation and concluded that, among other things, "the primary purpose of equity receiverships is to promote orderly and efficient administration of the

2


receivership estate by this court for the benefit of creditors, including the adoption of a liquidation plan."

N. In seeking Court approval of the Liquidation Plan, the Receiver disclosed that she has evaluated and is pursuing potential claims against third parties and financial institutes arising from their business relationships and dealings with APS and DeYoung, including evaluating and pursuing claims against Michelle.

0. The Court ordered and decreed that "the Receiver implement" the Liquidation Plan, which included, among other things, pursuing third-parties and their related entitles.

Claims

P. On December 30, 2014, the Receiver filed suit against Michelle and Curtis DeYoung in the case of Thompson v. DeYoung, Case No. 2:14-CV-00870, the Honorable Judge Robert J. Shelby presiding (the "Ancillary Legal Action"), alleging various causes of action against Michelle, including fraudulent transfer under the Utah Fraudulent Transfer Act, conversion, breach of contract, fraud and unjust enrichment (collectively "Claims Against Michelle").

Q. In response to the Ancillary Legal Action, Michelle has asserted affirmative defenses against the Receiver including failure to join an indispensable party, latches, estoppel, public policy, misconduct, unclean hands, conditions precedent and subsequent, lack of standing, statute of limitations, and failure to mitigate damages.

R. On December 16, 2014, prior to the filing of the Ancillary Legal Action, Michelle filed a Motion to Intervene in the SEC Action, claiming an interest in certain assets frozen and/or seized by the Receiver, including Michelle's alleged interests in AP4S. The Court denied Michelle's Motion to Intervene on grounds that her claims to real and personal property were not yet ripe, but with respect to AP4S, the Court ruled that Michelle's Motion to Intervene was untimely. Michelle timely filed an appeal to the Tenth Circuit Court of Appeals, Case No. 15-4033 (the "Appeal") of the Court's ruling that Michelle's Motion to Intervene was untimely.

S. In the SEC Action, on April 20, 2015, the Receiver filed a motion requesting the Court's permission to liquidate the Misc. Property and the Personal Property, which Michelle claims belong to her. With the Court's consent, on August 26, 2015, Michelle filed an Amended Complaint in Intervention alleging, among other claims, ownership of the Misc. Property and Personal Property.

T. On November 2, 2015, Michelle filed a Third Motion to Intervene, alleging an interest in LIC and the Sandy Condo as are named in a settlement agreement between the Receiver and First Utah Bank. (Michelle's affirmative defenses in the Ancillary Legal Action, her claims in the Amended Complaint in Intervention, and her claims in her Third Motion to Intervene are referred to herein as "Claims Against Receiver").

U. Michelle filed a Verified Petition for Divorce on November 18, 2014, ("Divorce Action") in the Third Judicial District Court in and for Salt Lake County, State of Utah, against

3


Curtis, in which Michelle claims her spousal share of the assets obtained during the course of their marriage. A Decree of Divorce and Judgment (the "Divorce Decree") between Curtis and Michelle was entered on June 2, 2015, in the Third Judicial District Court, in and for Salt Lake County, State of Utah. The Divorce Decree awards to Michelle all assets held and/or owned by Curtis and Michelle, including, the Draper Property, the Sandy Condo, a 100% ownership interest in LIC Environmental, the Misc. Property, and the Personal Property, with the exception of the 1913 Studebaker and the Iron Horse Property. The Divorce Decree also awards Michelle all of Curtis' Retirement Accounts.

V. The Claims Against Michelle, the Claims Against the Receiver, and the Appeal (collectively "Claims of the Parties") are all disputed claims and nothing in this Agreement constitutes an admission of liability by any Party.

Receiver's Investigation

W. The Receiver has been in control of, and operating, the business of APS, the business of AP4S, and all known Receivership Assets,. The SEC and the Receiver have deposed witnesses and issued subpoenas. The Receiver has had access to the documents and records related to the Claims of the Parties to enter into this Agreement.

X. Based upon the Receiver's forensic analysis of the APS operations, she has determined that LIC Environmental is the owner of the Sandy Condo. The Receiver has also produced and provided to Michelle a Schedule K-1 (IRS form 1065) showing that Michelle is a 50% owner of LIC Environmental.

Y. Based upon the Receiver's forensic analysis of AP4S, the Receiver has produced and provided to Michelle a Schedule K-1 (IRS form 1 065) showing that Michelle is a 100% owner of AP4S.

Z. Based upon the Receiver's forensic analysis, she has discovered that Curtis owns fee simple title to real property located at Iron Horse Street, Bluffdale, UT 84065 (the "Iron Horse Property").

AA. Based upon the Receiver's forensic analysis, the Draper Property is encumbered by a first mortgage in favor of Franklin American Mortgage Company in the amount of $600,300.00 and second mortgage in favor of Heritage West Credit Union in the amount of $143,700.00. The total combined debt secured by the Draper Property is $744,000.00. The appraisal obtained by the Receiver of the Draper Property reveals that it has a fair market value of $630,000.00. As a result, the Receiver has determined there is no equity in the Draper Property and that it will add no value to the Receivership Estate.

Mediation

BB. The Parties determined it to be in their respective best interests, the best interests of APS and in the best interests of each IRA Account Owner, to participate in Court-assisted mediation with Settlement Magistrate Judge Dustin B. Pead on November 12, 2015.

CC. Settlement Subject to Court's Approval

4


DD. This Agreeement is subject to Court approval, which will require the Parties to submit a joint stipulated motion for approval of settlement in substantially the form attached hereto a Exhibit The Parties seek full and final resolution of all Claims of the Parties through this Agreement.

EE. Michelle and the Receiver, acting for the benefit of the Receivership Estate, have agreed to fully and finally compromise and settle all disputes among them on the following terms, conditions and undertakings provided that the Court in the SEC Action approves this settlement and Agreement between the Parties.

TERMS OF AGREEMENT

NOW THEREFORE, in consideration of the above recitals and the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

1. DEFINITIONS.

a. "Affiliate" means a Party's past present and future officers, directors, shareholders, partners, members, managers, agents, employees, attorneys and legal representatives, and their respective predecessors, heirs, executors, and administrators and their permitted successors and assigns.

b. "Appeal" means SEC v. American Pension Services, Inc., et al., Case No. 15-4033, pending in the United States Tenth Circuit Court of Appeals.

c. "APS" means American Pension Services, Inc., a Utah corporation, and all of its related entities owned, controlled or under common control by or through APS, Michelle and/or Curtis.

d. "AP4S" means American Pension 401(k) Services, Inc., a Utah corporation, and all of its related entities owned, controlled or under common control by or through AP4S.

e. "Brighton Bank" means Brighton Bank, a Utah corporation, and any of its Affiliates.

f. "Brighton Bank Accounts" means those bank accounts established by DLC2 Investments, LLC for a new entity called DHB2 Holdings, LLC and RE Ventures, LLC after entry of the Order Appointing Receiver. The DHB2 Holdings, LLC bank account number ends in 2140. TheRE Ventures, LLC bank account number ends in 2157.

g. "Chubb Policy" means the Chubb Group of Insurance Companies Policy purchased by APS as Policy No. 8224-5977 and all endorsements insuring any insured person, as that term is defined by the Chubb Policy.

h. "Claim" or "Claims" means all actions, causes of action, claims

5


counterclaims cross-claims, debts, demands, defenses, controversies, liabilities, suits, legal, equitable, arbitration and administrative proceedings of any kind, payments, charges, reimbursements, obligations, judgments and theories of recovery of whatever nature, arising before the Effective Date, whether presently known or unknown, foreseen or unforeseen, fixed or contingent, asserted or unasserted, liquidated or unliquidated, accrued or unaccrued, recognized by the law of any jurisdiction, whether arising under statute or common law, in contract or in tort, at law or in equity, or under any theory of liability or damages arising out of or related to the SEC Action, Ancillary Legal Action, Claims against Michelle and Claims against Receiver.

i. "Claims Against Michelle" means any and all Claims the Receiver, APS, AP4S, and/or any other APS related entity may have against Michelle, including those claims asserted in the Ancillary Legal Action and/or in the SEC Action, and/or any other Claims as against Michelle whether presently known or unknown, foreseen or unforeseen, fixed or contingent, asserted or unasserted, liquidated or unliquidated, accrued or unaccrued, recognized by the law of any jurisdiction, whether arising under statute or common law, in contract or in tort, at law or in equity, or under any theory of liability or damages.

j. "Claims Against Receiver" means any and all Claims of Michelle as asserted in the Ancillary Legal Action, in the SEC Action and in the Appeal, and/or any other Claims as against the Receiver whether presently known or unknown, foreseen or unforeseen, fixed or contingent, asserted or unasserted, liquidated or unliquidated, accrued or unaccrued, recognized by the law of any jurisdiction, whether arising under statute or common law, in contract or in tort, at law or in equity, or under any theory of liability or damages.

k. "Collectibles" means any APS accounts receivables and/or promissory notes, and/or entities owned or assigned to APS for the purpose of collection of amounts owing to APS identified by Michelle in accordance with this Agreement that the Receiver elects not to pursue. Collectibles does not include any past due fees, including management fees, by any current or past APS clients to APS or AP4S.

1. "Ancillary Legal Action" means Thompson v. DeYoung, et al., Case No. 2: 14-CV -00870, pending in the United States District Court for the District of Utah.

m. "Court" means the United States District Court for the District of Utah presiding over the SEC Action.

n. "Curtis" means Curtis L. DeYoung.

o. "Curtis' Retirements Accounts" means those certain APS and AP4S IRA, HSA and 401(k) accounts owned by Curtis, and/or owned by entities owned by Curtis, which are specified by the last digits on the following account numbers: APS 401(k) account no 9330; APS 401 (k) account no 9331; APS HSA and IRA account nos. 1118, 2824, 11600 and 5756

p. "Divorce Action" means DeYoung v. DeYoung, Case No. 144906613, finalized in the Third Judicial District Court for Salt Lake County, State of Utah.

6


q. "Divorce Decree" means the Decree of Divorce and Judgment entered in the Divorce Action on June 2, 2015, by the Third Judicial District Court, for Salt Lake County, State ofUtah.

r. "Draper Property" means the real property vested in Curtis and Michelle and controlled by the Receiver and located at 12231 South 1950 East, Draper, Utah.

s. "Effective Date" means seven (7) days after the date that the Court approves this Agreement.

t. "First Utah Bank" means First Utah Bank, a Utah corporation and First Utah Bancorporation, a Utah corporation and each of their Affiliates.

u. "HSA" means health savings account as defined by I.R.C. Section 223.

v. "Idaho Cabin Property" means all real property, furniture and personal possessions currently located in the cabin located in Island Park, Idaho, with an address of 4204 Centinnial Drive, Island Park, Idaho 83429 and a property description of Island Park Village Lot 157, Block 9, Section 19, Township 14, Range 44, Fremont County, State ofldaho; Parcel No. RP000680091570.

w. "IRA" means individual retirement arrangement as defined by I.R.C. Section 408.

x. "IRA Account Owner" means each person, trustee, trust, entity, organization or other legal person or organization (each a "Person") that created a Self-Directed IRA, or for whose benefit a Self-Directed IRA was created, where First Utah was at any time the custodian and/or APS was the third-party administrator. The term IRA Account Owner shall also include any 401(k) account owner which has been or is associated with APS and all Persons with any beneficial interest or other interest, including third-party beneficiaries, of the SelfDirected IRAs or 401(k) accounts subject to the SEC Action and each of their respective past, present, and future agents, heirs, beneficiaries, assigns, representatives, trustees, predecessors, successors, employees, Affiliates, assigns, attorneys and all other related and/or affiliated persons or entities.

y. "Iron Horse Property" means the real property vested in Curtis and controlled by the Receiver and located at 157 4 West Iron Horse Boulevard, Bluffdale, Utah.

z. "Judgments" means any orders by courts of competent jurisdiction contained in the public record, awarding APS damages pursuant to lawsuits.

aa. "Liquidation Plan" means the Amended Modified Plan of Liquidation approved by the Court in the SEC Action on February 27, 2015 (ECF Dkt. 458-1) and any amendments or modifications to the plan.

bb. "Loss Allocation" means the required payment to the Receiver of 10% of

7


the fair market value of all Self-Directed IRA accounts by each APS IRA Account Owner, as described in the Liquidation Plan and as ordered by the Court.

cc. "Michelle" means Michelle DeYoung.

dd. "Michelle's Retirements Accounts" means those certain APS and AP4S IRA, HSA and 401(k) accounts owned by Michelle, and/or owned by entities owned by Michelle, which are specified by the last digits on the following account numbers: APS 401(k) account no. 9238; APS HSA and IRA account nos. 1119, 11601, 2823 and 5757; and APS Roth 401(k) account no. 9329.

ee. "Motion to Approve Settlement" means the stipulated motion to be filed by the Parties in substantially the form attached hereto as Exhibit_ following execution of the Agreement, seeking Court approval of the settlement memorialized by the Agreement and entry of an order approving the Agreement.

ff. "Order Appointing Receiver" means the Order Appointing Receiver, Freezing Assets and Other Relief (ECF Dkt. 9) entered on April 24, 2014, in the SEC Action, appointing Diane A. Thompson of Ballard Spahr, LLP, as the Receiver, together with all amendments or modifications by the Court.

gg. "Personal Property" means all furniture and personal possessions currently located in the Draper Property.

hh. "Misc. Property" means the 1913 Model T Ford that Michelle asserts she received as a gift on her 40th birthday, the large geode that Michelle asserts she received as a gift in 1996, and various antique Coca-Cola vending machines that Michelle asserts she received as gifts in 1996,

ii. "Receiver" means Diane A. Thompson in her capacity as the Court-appointed Receiver for APS, as well as any related entities owned or controlled and/or under common control by or through APS and Curtis, and Diane A. Thompson for the benefit of all IRA Account Owners.

jj. "Receivership Assets" shall have the same meaning as set for the in the Order Appointing Receiver.

kk. "Receivership Defendants" means Curtis and APS, as set forth in Order Appointing Receivership.

11. "Receivership Estate" shall have the same meaning as set forth in the Order Appointing Receiver, including but not limited to all property interests of the Receivership Defendants, including, but not limited to, monies, funds, securities, credits, effects, goods, chattels, lands, premises, leases, claims, rights and other assets, together with all rents, profits, dividends, interest or other income attributable thereto, of whatever kind, which the Receivership Defendants own, possess, have a beneficial interest in, or control directly or indirectly.

8


mm. "Sandy Condo" means the condominium presently vested in LIC Environmental, and generally known as Unit 2 of the office condominium located at 11027 South State Street, Sandy, Utah, more fully described in Exhibit --, attached hereto.

nn. "SEC" means the Securities and Exchange Commission.

oo. "SEC Action" means SEC v. American Pension Services, et al., Case No. 2:14-cv-00309, pending in the United States District Court for the District of Utah.

pp. "Self-Directed IRA" means each and every self-directed account established with APS, as administrator, and First Utah Bank, as custodian.

qq. "Supplemental Filings" means the pleadings, motions or papers to be filed with the Court and/or orders to be signed by the Court in the SEC Action and in the Ancillary Legal Action.

2. DIVORCE DECREE

a. Michelle represents, warrants and acknowledges that pursuant to the Divorce Decree, Curtis and Michelle agreed that all assets specified in the Divorce Decree, in which Curtis held an ownership interest was awarded to Michelle with the exception of the Iron Horse Property, the Studebaker, and certain unspecified personal property including all tools and equipment acquired during their marriage.

b. Michelle represents and warrants that she has exclusive and sole rights in and to the assets identified in the Divorce Decree and has all right to transfer, convey, relinquish and quit claim any and all rights to said assets to the Receiver as part of this Agreement.

c. Michelle represents and acknowledges that pursuant to the Order Appointing Receiver, any and all assets and/or personal property owned by Curtis is considered part of the Receivership Estate, a Receivership Asset and entitled to be controlled by the Receiver.

3. RELINQUISHMENT OF OWNERSHIP RIGHTS IN ENTITIES.

a. As of the Effective Date of this Agreement, Michelle hereby disclaims, relinquishes assigns and quit claims to the Receiver, as Receivership Assets, any and all rights of ownership in the following business entities, and/or any other entity owned and/or controlled by Michelle, APS and/or Curtis (except as otherwise specified in this Agreement):

• APS • AP4S • LIC Environmental • LJP, LLC • Interim Funding, LLC • First Silverado Properties, LLCs

9


• Quicksilver Management, LLC • BD&D Investments, Inc. • DeYoung Associates, Ltd. • NACH, LP • Venture Broadcast, Inc. • DLC2 Investments, LLC • DHB2 Holdings, LLC • RE Ventures, LLC

b. By assigning and/or quit claiming her rights of ownership in the forenamed business entities and with the exceptions set forth herein, Michelle offers no assurances that she has any interest in said entities, or that said entities are current and active. To the extent that Michelle has any interests in said entities, she hereby relinquishes, assigns and quit claims any such interests to the Receiver.

c. After the Effective Date of this Agreement, the Receiver shall not issue to Michelle an IRS Form 1099 or Schedule K-1 related in any way to the forenamed business entities.

4. RELlNQUISHMENT OF RETIREMENT ACCOUNTS.

a. The Parties hereby acknowledge and agree that, except as is otherwise stated by this Agreement, that any and all funds and/or assets deposited with and/or held by the above-named retirement accounts constitute transfers that are subject to rescission on the grounds that reasonable equivalent value was not exchanged between APS on the one hand and Michelle on the other hand, with regard to her compensation as an employee, officer, and director of APS.

b. The Parties acknowledge and agree that Curtis' Retirement Accounts include investments in DLC2 Investments, LLC, and/or DHB2 Holdings, LLC and that Michelle's Retirement Accounts include investments in RE Ventures, LLC, which entities deposited funds in bank accounts opened at Brighton Bank by the respective manager of those entities after entry of the Order Appointing Receiver. Within ten (1 0) days after the Effective Date of this Agreement, Michelle shall execute all documents necessary to relinquish any all ownership interests in DLC2 Investments, LLC, DHB2 Holdings, LLC,and RE Ventures, LLC including any right to the monies on deposit with Brighon Bank and to return ownership and control of those entities to the Receiver.

i. Within ten (1 0) days after the Effective Date of this Agreement, the Receiver and Michelle shall direct the manager of RE Ventures, LLC to cause $38,013.31 to be withdrawn from the Brighton Bank account number ending in 2157, which funds shall be exchanged for all membership interests held in RE Ventures, LLC at which time the Receiver shall release to Michelle's custody and control, Michelle's APS Roth account no. 9329, including all assets in the account.

10


11. Within ten (1 0) days after the Effective Date of this Agreement, the Receiver and Michelle shall direct the manager of DLC2 Investments, LLC/DHB2 Holdings, LLC to cause $32,997.90 to be withdrawn from the Brighton Bank account number ending in 2140, which funds shall be exchanged for all membership interests held in DLC2 Investments, LLC/DHB2 Holdings, LLC at which time the Receiver shall release to Michelle's custody and control, Curtis' APS Roth account no. 9331

111. Except for the cash deposits identified above, Michelle disclaims, assigns and relinquishes any and all interest in either RE Ventures, LLC, DLC2 Investments, LLC, DHB2 Holdings, LLC, and/or the remaining balances in the Brighton Bank accounts.

c. Subject to the parties' acknowledgment of the right to rescind the establishment of Curtis's Retirement Accounts and Michelle's Retirement Accounts based on Utah law, as of the Effective Date of this Agreement, Michelle relinquishes and assigns to the Receiver, as Receivership Assets, ownership and control of the assets held in the following retirement accounts and any and all deposits remaining in the Brighton Bank accounts in the name ofDLC2 Investments, LLC, DHB2 Holdings, LLC, andRE Venture, LLC.:

• Michelle's APS 401(k) account no. 9328; • Michelle's APS IRA account nos. 1119, 2823 and 5757; • Curtis' APS 401(k) account no 9330; and • Curtis' APS IRA account nos. 1118, 2824, and 5756.

d. Immediately after the payment of funds to Michelle's APS Roth 401(k) account no. 9329 and Curtis' APS Roth 401(k) account no. 9331 as described above, the Receiver shall tum over possession of the following retirement accounts and HSAs m Michelle's Retirement Accounts and in Curtis' Retirement Accounts to Michelle:

• Michelle's APS Roth 401(k) account no. 9329; and • Curtis' APS Roth 401(k) account no. 9331. • Michelle's and Curtis' HSA nos. 11601 and 11600 (consisting of

cash in the HSAs totaling approximately $8,508.23)

e. Except as provided above, the Parties' relinquishments and assignments of the forenamed retirement accounts shall include all rights of ownership and control of any and all promissory notes, cash, liabilities, and/or investments currently contained in said retirement accounts. As is described below, any liabilities to the Parties, arising from or related to those retirement accounts relinquished by the Parties, are hereby waived and released.

f. The Receiver shall not, at any time after the Effective Date of this Agreement, produce or provide Michelle with an IRS Form 1099R and/or Schedule K-1 related in any way to the forenamed retirement accounts and HSAs, subject to transfer in accordance with the Amended Modified Plan of Liquidation.

g. Based on the assignment and relinquishment of Michelle's Retirement

11


Accounts and Curtis' Retirement Accounts, the Receiver will not seek payment of the Loss Allocation from the above-stated retirement accounts and HSAs, including those that are retained by Michelle. Nor will the retirement accounts and HSAs be allowed to participate in any recovery amounts distributed to IRA Account Owners on a pro-rata basis pursuant to the Plan of Liquidation.

h. Upon the Effective Date of this Agreement, the Parties shall execute all necessary documents to release any rights to the forenamed retirement accounts and/or the assets held by those retirement accounts.

5. RELINQUISHMENT OF REAL AND PERSONAL PROPERTY.

a. Upon the Effective Date of this Agreement, Michelle shall relinquish to the Receiver, as Receivership Assets, and disclaims and quit claims any interest in, the Iron Horse Property and in the Sandy Condo.

b. Upon the Effective Date of this Agreement, Michelle shall provide the Receiver with a duly executed quit claim deed, disclaiming any interest, if any, in those two properties, in substantially the form attached hereto as Exhibit_.

c. Upon the Effective Date of this Agreement, the Receiver shall be deemed to have abandoned the Draper Property and the Personal Property. The Receiver acknowledges and agrees that Michelle shall have the right to freely negotiate with the Draper Property mortgage lenders in an effort to salvage or sell the Draper Property and/or avoid foreclosure on the Draper Property. In doing so, the Receiver agrees that she and her Affiliates shall not prohibit, enjoin, participate, intervene, or interfere with, in any fashion Michelle's attempts to negotiate regarding the salvage or sale of the Draper Property, and the Receiver shall refrain from providing any assistance, cooperation, and/or information to the Draper Property mortgage lenders or their Affiliates (unless required to do so by subpoena), without first obtaining the express written consent of Michelle, or by court order.

d. Upon the Effective Date of this Agreement, Michelle shall relinquish and disclaim any interest in the Misc. Property and shall not interfere with the Receiver's sale of these items.

e. The Receiver relinquishes all rights, interests, and claims in the Idaho Property, and shall within twenty-one (21) days from the Effective Date of this Agreement, as approved by the Court, release any and all liens placed by the Receiver upon the Idaho Property, from title to the Idaho Property.

6. FINANCIAL DISCLOSURE OF MICHELLE.

a. Upon the Effective Date of this Agreement, Michelle shall provide to the Receiver a notarized financial statement under oath and penalty of perjury, which identifies all known assets of Curtis, Michelle, and/or APS, and any related entities. Except as provided in this Agreement, to the extent that the Receiver identifies or locates assets not otherwise disclosed by Michelle, Michelle disclaims any ownership in said assets and/or relinquishes said ownership to the Receiver.

12


b. Upon the Effective Date of this Agreement, Michelle shall provide a notarized statement under oath and penalty of perjury regarding her current employment status and monthly income and/or compensation including but not limited to wages, investment income, trust income and/or business income, and, if necessary, affirm that the wages/salary represents her sole source of income.

7. COLLECTIBLES AND JUDGMENTS.

a. Within ten (1 0) days from the Effective Date of this Agreement, Michelle shall provide to the Receiver, in writing, a list of Collectibles and Judgments that she requests the Receiver to tum over to her in the event the Receiver elects not to pursue them. Upon request, Michelle shall provide to the Receiver any information, to the best of Michelle's knowledge and information, regarding the value of each Collectible and Judgment and why Michelle believes the Collectible and/or Judgment is collectible. The disclosure shall also identify any and all documents, to the best of Michelle's knowledge and information, that support the alleged right of APS to pursue each Collectible and Judgment.

b. Within sixty (60) days from the date that Michelle provides the List of Collectibles and Judgments to the Receiver, the Receiver shall either commence collection thereof or abandon the right to pursue collection of the Collectible and/or Judgment. Pursuit of the Collectibles and/or Judgments shall be made by making a Supplemental Filing with the Court requesting permission to pursue said Collectibles and Judgments.

c. If the Receiver fails to timely pursue an identified Collectible and/or Judgment within sixty-days then the Receiver shall be deemed to have abandoned the Collectible or Judgment. Upon request, within ten (10) days after the Receiver abandons any Collectible and/or Judgment, Michelle, may request any documentation within the Receiver's possession and control regarding the abandoned Collectibles and Judgments. The Receiver shall in good faith search for and produce any such documents to Michelle within sixty (60) days from the date of the request.

8. COURT APPROVAL OF SETTLMENT.

a. The Parties shall file a stipulated Motion to Approve Settlement Agreement in substantially the form attached hereto as Exhibit _ .

9. LETTER FROM RECEIVER. By the Effective Date of this Agreement, and subject to Michelle providing any and all information reasonably required by the Receiver, the Receiver shall provide Michelle a letter affirming that the Parties have settled and that Michelle is not liable in any way for any debts associated with the APS corporate credit cards (Chase Visa No. xxxx-xxxx-xxxx-8608 and Chase Visa xxxx-xxxx-xxxx-0443).

10. LIMITATION OF IRA ACCOUNT OWNERS . Except for Michelle, nothing in this Agreement or in the Supplemental Filings is intended to or shall impair or limit the rights of any IRA Account Owner to participate in the claims process for the Receiver's Liquidation Plan or distribution of the Receivership Estate, or limit or impair any IRA Account Owner's right to receive a distribution of Receivership Assets under the Receiver's Liquidation Plan.

13


11. WAIVER OF CHUBB COVERAGE. Michelle agrees to to waive any and all interest or Claims in the Chubb Policy, and shall not take any action or make any Claim directly or indirectly to seek any renumeration or make any Claim on the Chubb Policy.

12. APPROVAL OF MOTION AND PROPOSED ORDERS. The Parties shall obtain the prior written approval of one another before filing any Supplemental Filings related to this Agreement.

13. CONDITIONS PRECEDENT. The obligations specified in Sections 3, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement, and the releases given under this Agreement under the Section titled "Releases" shall not become effective until the Effective Date of this Agreement and unless and until the following conditions are satisfied:

a. All Parties (or their counsel) shall have received this Agreement, executed and delivered by and from each Party.

b. The following Supplemental Filings shall have been filed in the SEC Action:

i. Motion to Approve Settlement. The Motion to Approve Settlement in the form attached as Exhibit C.

c. Rearing and Approval. After a hearing on the Supplemental Filings: the Court has granted the Motion to Approve Settlement.

d. Entry of Final Order. After granting the Motion to Approve Settlement, the Court has entered Findings of Fact and Conclusions of Law and Order on Motion to Approve the Settlement Agreement substantially in the forms respectively attached as Exhibit D and Exhibit E and under Federal Rule of Civil Procedure 54(b) the Court has entered its order as a final order approving this Agreement.

e. Dismissal of Claims. The Parties have dismissed with prejudice all Claims against each other and against the SEC in the SEC Action, the Ancillary Legal Action, and the Appeal, including the Receiver's Claims Against Michelle and Michelle's Claims Against Receiver.

14. EFFECT ON SETTLEMENT AGREEMENT IF NOT APPROVED. If the settlement is not approved by the Court in accordance with this Agreement, this Agreement shall be of no further force or effect and shall be null and void with all rights of the parties remaining in full force and effect as if no Agreement had been entered.

15. ATTORNEY FEES AND COSTS.

a. If the Conditions Precedent to the Effectiveness of this Agreement are met, each Party shall bear its own legal fees and costs incurred in connection with or otherwise related to this Agreement.

b. Should any Party or Parties initiate any proceeding against the other as a

14


result of any alleged breach or failure by the other Party to fulfill or perform any covenants or obligations under this Agreement, the prevailing Party in any such proceeding shall be entitled to recover its reasonable attorney fees, costs and expenses from the other Party or Parties, in addition to any other relief to which it is entitled. Such recovery of attorney fees shall include any attorney fees incurred for enforcement of this Agreement in connection with any bankruptcy, reorganization proceeding or receivership action.

16. RELEASES.

a. Receiver's Releases. Except for the reservations, rights, duties, and obligations in this Agreement, the Receiver, on behalf of: (i) herself, as Receiver; (ii) APS; (iii) and the Receivership Estate, fully, finally, and forever releases and discharges Michelle from all Claims arising from, in conjunction with, or related to the SEC Action, the Ancillary Legal Action, the Appeal, and the Receiver's Claims Against Michelle.

b. Michelle's Releases. Except for the reservations, rights, duties, and obligations in this Agreement, Michelle forever releases and discharges each of the Receiver, APS, the Receivership Estate, and all of the Receiver's respective Affiliates from all Claims arising from, fully, finally, and Michelle and her Affiliates from all Claims arising from, in conjunction with, or related to the SEC Action, the Ancillary Legal Action, the Appeal, and Michelle's Claims Against Receiver.

17. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to the other Parties that:

a. This Agreement compromises disputed Claims of the Parties. Nothing contained herein shall constitute an admission as to liability, the validity of any Claim, or the truth of any allegation made by any Party, all of which are denied.

b. Each Party has had the opportunity to be represented by counsel of their choosing in the negotiation and review of the terms of this Agreement.

c. No Party has assigned, conveyed, encumbered or otherwise transferred in any way any interest in the Claims described in this Agreement.

d. No consent, approval, authorization, or order, except of any governmental agency, court or body, person, or entity is required for the execution or delivery of this Agreement.

e. Each party on their own behalf and on behalf of their Affiliates, has the power and authority to enter into and file, as required, this Agreement and the documents, agreement and contracts and pleadings contemplated herein, including, but not limited to the Supplemental Filings, and that the person or entity acting on behalf of any Party in entering into and performing this Agreement has the power and authority to enter into and perform the same.

f. Each Party has participated in the negotiation and drafting of this Agreement, any ambiguity contained herein shall not be construed against another Party based on authorship and no presumption or burden of proof shall arise favoring or disfavoring any

15


Party by the authorship of any provision as this Agreement was jointly negotiated and drafted by all Parties.

18. SUCCESSORS, HEIRS AND ASSIGNS. This Agreement shall be binding upon the Parties and each of their Affiliates, respective heirs, agents, representatives, successors and assigns.

19. NOTICES. Any notice, demand or information required or permitted to be given to the respective Parties pursuant to this Agreement, if any, must be in writing. Such notice may be given by electronic means or U.S. mail. Any Party shall have the right to specify a different address or email address for notice within the United States of America.

If to the Receiver:

If to Michelle:

Diane A. Thompson Mark R. Gaylord Melanie J. V artabedian Ballard Spahr, LLP One Utah Center, Suite 800 201 S. Main Street Salt Lake City, Utah 84111-2221 [email protected] [email protected] [email protected]

Jeffrey T. Colemere Wrona Gordon & DuBois, P.C. 11650 South State Street, Suite 103 Draper, Utah 84020 [email protected]

20. COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. The Parties Agree to accept signatures transmitted electronically as original signatures.

21. AUTHORITY AND ACKNOWLEDGEMENT.

a. Each individual signing this Agreement on behalf of a Party represents and warrants he or she has read this entire Agreement, understands all of its terms and provisions, and has authority to enter into this Agreement on behalf of the respective Party and their Affiliates.

b. Each individual signing this Agreement on his or her own behalf represents and warrants he or she has read this entire Agreement, understands all of its terms and provisions, has voluntarily entered into this Agreement and has the mental capacity to enter into this Agreement and the legal capacity to act in a representative capacity on behalf of the respective Party and their Affiliates.

22. RULES OF CONSTRUCTION. The Parties have had a full opportunity to

16


request revisions to this Agreement. The Parties acknowledge that they have had the benefit of counsel with the preparation and execution of this Agreement. This Agreement shall be construed fairly as to all Parties, and it shall be construed as being drafted by all Parties.

23. HEADINGS. The heading of this Agreement are for convenience only and will not be deemed a part of the Agreement.

24. MATERIALITY. Each of the promises, conditions, provisiOns and terms, including without limitation the releases, are essential to this Agreement. The breach of any such promise, condition, term, or provision will constitute a material breach of this Agreement.

25. INTEGRATION. This Agreement is the complete agreement between and among the Parties relating to the subjects discussed, and there are no written or oral understandings or agreements directly or indirectly connected with this Agreement and settlement not incorporated. Any prior negotiations, correspondence, or understandings relating to the subjects discussed in this Agreement shall be deemed merged into this Agreement and shall be of no further force or effect. This Agreement may not be amended or modified except in writing executed by each of the Parties, and approved by the Court.

26. COSTS, EXPENSES AND ATTORNEYS' FEES. Except as described in this Agreement, the Parties shall bear their own fees and costs, including, without limitation, attorneys' fees and costs incurred in connection with this Agreement.

27. CHOICE OF LAW. This Agreement shall be interpreted, construed and enforced under and governed by the laws of the State of Utah without regard to choice oflaw.

28. JURISDICTION AND VENUE. This Agreement shall be subject to the exclusive and continuing jurisdiction of the United States District Court, District of Utah and may only be enforced by the Court then assigned to the SEC Action in Utah.

17


IN WITNESS WHEREOF, the Parties hereto duly execute this Agreement, as of the Execution Date first written above.

RECEIVER: Diane A. Thompson, as Court-Appointed Receiver for the Receiv rship Estate

Diane A. Thompson, Receiver for the benefit of each of the APS IRA Self-Directed Account Owners

Diane A. Thompson, Receiver

18

MICHELLE DEYOUNG:


EXHIBIT D


EXHIBIT E


EXHIBIT F


EXHIBIT G


EXHIBIT H


EXHIBIT I


EXHIBIT J


EXHIBIT K


EXHIBIT L


RECOROER'S CERTIFICATIONJÊCKSON COUNTY, I'IISSOURI

09/10/2008 l?:52:30 Pll

INSTRUNENT TYPE: TD FEE: $39

ffiilrffiililï|ililffi|lililil

Pages

illilllffiilr[il

øø7

il[¡NSTRUTIENT NUI'IBER/BOOK &

. 2ØØ8EØø96934I

RÔBERT T. KELLY, OIRECTOR, RECORDÊR OF OEEOS

PAGE:

*

With Assignment of Rent$

THIS TRUST DEED, mâde this /oLionelBrown, as TRUSTOR, whoseaddress is 1229Van Brunt" Kansas Gity, Missouri:

fru# P**J S.pf.nó*l ,

day of fii!trl 2008 betuæen

Douglas Patterson, a[orney at law as TRUSTEË; and !.tf Holdi1gs, LLC of 4188 Wsst12600 South, Suite 300, Riverton, Utah t4096 as BENEFICIARY'

WITNESSETH: That Trustor CONVEYS AND WARRANTS TO TRU$TEE lNTRUST, WITH POWER OF SALE, the foltovrring property, srtuatpd in Jacl€on County,State of Missouri:

All right, title and interest in that real property d€Bcribed bElow:

All of the South 30 feet of Lot 39 and thc North 30 fect of the Eåst 1 I l.7l fu of Lot 40,

Brighton Park, a suMivision in Kansas City, Jackson Couuty Missouri.

Tax ID 28-240-08- 1 t-0G0-00-000

Together with all buildings, fixtures and improvements, wâter rights, rights ofwây, eâsernentg, rents, issues, profits, incomg, tenaments, hereditarnents,privileges and appurtenances betonging to or running with the land, now or afterused or enjoyed with such property, or any part of the property,

SUBJECT, HOWEI/ER, to the right, power and authority given belowto andconferred upon Beneficiary to collect and apply such rents, isguss and profits;

FOR ïHE PURPOSE OF SECURING: (1) payment of the indebtedness evi-denced by a promissory note of even date herewith, in the principal sum of $18,000.00(Eighteen Thousand Dollars), made by Trustor, payable to the order of Beneficiary asset out in the Trust Deed Note; (2)the performance of each agreernent of Trustorcontained in this agreement; (3) the payment of such additional loans or advances asmay be rnade to Trustor, successors or assigns, when evidenced by a promissory notereciting that they are secured by lhis Trust Deed; and (4) the payment of all surnsexpended or advenced by Beneficiary under or pursuant to the terms of this agreement,together with interest as provided,

Page 1 of 7


TO PROTECT THE SECURITY OF TH]S TRUST DEED, TRUSTOR AGREES TO:

1. Maintain Prooertv: Keep the property in good condition and repair; not

rgmoveo@bþbuildinboiltnåproperty'unlesgreplacedbysomethingof equal or greater vabê; cornplete or rãstore prornptly end in good and workmanlike

m"nner aniUu¡lOlng which rnay be damaged år destroyed on the properly; cornply with

alt laws, covenentsãnd restrictions affecti-ng the propêrty; not to commi't or permit wagte

thereof;'not commit, suffer or permit any ail upon fhb property ín violation of law; to do

all oúer acts which from the character ór use of the properlry may be reasonablynêcessary.

2. lnsurancç: To proride and maintain insurance, of suah type or types.andamounts as Beneficiary may reasonably reguire, on the improvemente nonr existing orsubsequently erected ór ptaceU on the Þroperty. Such insuranoe shall Þe carriEd withcompahies ápproveO by beneficiary with Ëes payable clauses in favor of and in a formacceptable tó benef¡cidry. ln even{ of bse, Tru$tor ehall give immediate nolice toBendrtciary, who may rnare proof of loss, and each irisurance company concernsd ie

authorized and directed to malre payment for such loot to Beneficiary and Trustorjointly. At the election of the Trustor, the proceeds may be used to reducç the indebt-edness of the Trustor to the Beneficiary, or the Trustor may uss the proceeds for therestoration or repair of the property damaged.

3. fjgþg: To deliver to, pay for and maintain witlr Beneficiary until the indebted-ness secured by this document is paid in full, aueh evidence of tltle as Beneficiary mayrequire, including abstracts of title or policiee of title insurance and any extensions orrenewals or supplements.

4. LçoalActions: To appear in and defend any action or proceeding purportingto affect the security of the title to the property or the rights or powersof Beneficiary orTrustee; and should Beneficiary or Trustee reasonably elect to also eppeâr in or defendany such ac{ion or proceeding, to pay, after notice of such election to become involved,allcosts and expenses, including cost of evidence of title and attomey's fees in areasonable sum incurred by Beneficiary or Trustee.

5. Pav Debts and Assessment$: To pay at least 10 days before delinquency alltaxes and aseessrnEnts affecting the property, including allassessments upon watercompany stock and all rent$, assessments and charges forwater, appurtênânt to orused in connection with the property; to pay, when due, all ancumbranogs, charges,and liens, with interest, on the property or any part, which at anytime appsar to be priorto and superior to this document; and to pay all costs, fees and Éxpsn$€s of this Trusl.

6. Eoy/çfç pf TruÞtee Uoon Default: Should Trustor fail to rnake any peymentwithin twenty days of its due date, which due date for rnonthly installments shall be thelifrh day of the month, or default in any act as provided in this document, then Benefi-

Page 2o1 7


F '1

ciery or Trustee, but withoul oþtigation so to do and with notice to and demand upon

Trustor and without releasing Trustor from any obligation, may:a. make the pãyment or undertafe the act as Trustee or Beneficiary maydeem neqessary to protect the security (Beneficiary, Trustee or botfr beingauthodzed to enter þaceably upon the property for such purposes);

b. commence, appeer in anci defend any action or proceeding purporting

to affect the security or the rights of powers of Beneficiary or Trustee;c. pay, purchase, contest of comprornlse any encumbrance, chargo orlien w-n¡ón in the judgrnent of either appears to be prior or superior to thisdocument;

and in exercising any such powsns, incur any liability, expend whatever amounts in itgabsolute discretion ii may d'eem neceseary, including cost of evidenqes of tltle, ernploy-

menl of counsel, and payment of her reasonable feee.

7, Pavment of lnlgregt: To pay immediatety and withoutdemand all eumsexpended bt Benêfidery or Írustee, with intereet frorn date of e:çenditure at the rate often per cent(10.00%) per annum untilpaid, and with r€pãymÊnt of such funds to besecured by this document.

¡T IS MUTUALLY AGREED THAT:

B. Disbursemqn$ of Prpæeds of lnsumrlffi.grGondemnatipn: Should theproperty or any part be t¡aken or damaged by reason of any public irnprovement orcondemnation proceeding, or damaged by fire, earlhquake, or in any other manner,Beneficiary and Trustor shell be entitled lo their proportionate interests in the fairmarket value of the property, lo such compensation, awards, and other payments orrelief granted by insurance or aid of any nature. The parties shall be entitled tocornrnence, appear in and prosecute any act¡on or proceedings, or to rnake anycompromise or sEttlement, in connection with such taking or danrage. All such com-pensation, awards, damages, rights of action and proceeds, including the proceeds ofany policies of fire and other lnsurance affecting the property, are hereby aseigned toTrustor and Beneficiary, who may, after deduction all expenses, including attorney'sfees, apply the proceeds in the manner which best insures the interests of the Truator,provided that the Trustor can e$tâþlish a sound and viable secured property by the usaof such proceeds.

9. Response to Reouests: At any tlme upon written requeet of Benel¡ciary orTrustor, Trustee rnay (a) consent to the making of any map or plât of the property; (b)join in granting any eas€ment or creating any restriction on the property; (c) join in anysubordination qr other agreement affecting lhis Trust Deed or the lien or chaçe; (d)reconvey, without warranty, all or any pat of the property. The grantee in any reconvey-ance rnay be described as "the person or persons entitled to reconveyance," and the'recitals of any matters or facts shall be conclusive proof of the truthfulness of thereconveyence. Trustor agrees to reasonable Trustee's fees for any of the services

Page 3ol 7


F

ment¡oned in thls parågraph

10. Rents and Prolite: As additional security, Trustor assigns !o Be¡efigl,rV,

during tfie continuance of ttrese trusts, alt rente, isèues, royaltieg, and profits of tlæ

prope-rty affected by this Trust Deed. Úntil Trustor shall delault in the payment of any

indebtedness secured or in the performance of any agreement under thìs document,

Trustor shall have the right to ctitlect all such rents, isãues, royaltiee,-an! p¡ofits earlgdprior to default as they ñecome due and payable. lf Truslor shalt default, Trusto/s right

io collect any of such moneys shall ceasê (i¡frer the presentation of reasonabþ notice

ro Trustor) aïO Beneficiary ånall hau" the right, with or without taking possession of theproperty áffeAed, to colþät all rents, royalties, issues and profrts.--Failure of Beneficiary

ät dny tirne to coliect any such rnoneys shatl not in any manner affect the subeequent

enforiement by BeneficÍary ol the right, power and authorrty to collect the rents.

11 . Beneficiarv's Riohtç. ¡Jpçn DefAUlt: Upon any default by Trustor, Beneficiary

may at any tirne, with spcciftc notice to Îrustor, be appointed by a.court ÇItustorcons,entinfi to the appointnent of Beneficiary's receiver) as a receiver of the rsnb and

issues of ine property, and collec{ the rente, issues, and profits, including thooe past

due and unpaid, änóapply such, less costs and expenses of openation and oollection'including reasonable attorney's fÊes, upon any indebtedness secured by this document,and in the order of the debt's seniority.

12. Entering Not g.C_Ug.fo.r-gefaUlt: The entering upon and taking possession

of the ptope rents, issúes, and profÏts, or the proceeds of fireand othei¡nsurance policies, or compensation or awards for any taking or damage ofthe property, shall not sure or waive any default.

13. Waiver: The failure on the pârt of Beneficiary lo promptly enforcæ any rightunder tnis agtreernent shall not operate as a waiver of such right and thewaiver byBeneficiary of any default shall npt constitute a waiver of an¡¿ other or subsequent

:default.

14. Iime: Time is of the Easence. Upon default by Trustor in the payrnent ofany indebtedness or in the performance of âny agreement under this document, allsecured surns secured shail immediately become due and payable at the option ofBeneficiary. tn the event of sush default, Eeneficiary may exectne or cause Trustee toexecute a written notice of default and of election to ceuse the property to be sold tosatisfy the obligations of the note, and Trustee shallfile such notica for reoord in eachcounty where the property or sorne part or parcel is situated- Beneficiary also shalldeposit with Trustee the note and all documents evidencing expendilures secured bythe note.

15. Trust Deed Sale: After the lapse of such timEs required by law following therecordation of the notlce of default, and notice of default and notice of sale having beengiven as required by law, Trustee, with demand on trustor, shall sellthe property on the

Page 4oI 7


date and at the time and place designated in the notice of sale, either es a whole or inseparate parcels, and in such order as it may determine (but subject to any statutoryright of Trustor to direct the order in which such property, ¡f consisting of sevoral knownlo-ts or parcels, shalf be sold), at public auct¡on to the highest bidder, the purchase pricepayable in lauvful rnoney of the United Sates at the time of sale. The person conductingthe sale may, for any cãuse she deems expedient, posþone the sale until it shall becompleted and, in every case, notiee of postponement shall be given by public dedara-tion by such person at the lime and place last appointed for the sale; provided, if thesale is postponed for longer than one day beyond the day designated in the notice ofsale, notice of the new sale date shallbe given in the same rnanner as the originalnotice of sale. Trustee shall execute and deliver to the purchaser its Dêed conveyingthe property so sold, but without any covonånt or!ì€nanty, express or implied. Ïherecitals in the Deed of any mattero or facts shall be conclus¡ve prool of the tuthfulnessof the facts. Any person, includlng Beneficiery, may bid at the sale. Trustee shallappty the proceeds of the sale to paymenf of (1) the coste and expenses of exercisingthe power of sale and of lhe sale, including the payment of the Trustee'a and attomey'sfees; (2) cost of any evidence of lille procured in connection with such sale and revenuestarnps on Trustee's Deed; (3) all sums expended under the terms of this docurnent,not then repaid, with accrued interest at 20% per annum frorn date of expenditure; (4)all other sums then secured; and (5) the remainder, if any, to the pelson or pertonslegally entitled to lhe remaining proceeds. ln allcâses, the Trustee shall sell the subjectpropefi in a manner lo maximize the amount realized from the sale of the property. Nobid or offer for the purchase of the property shall be accepted which is not at least100o/a of thefairmarketvalueof thepropertyaseståblished byacompetentappraisalof the property.

16. Ootion tg.Fofeçlo..g.e: Upon the occunence of any default, Beneflchry hasthe option to declare all secured sums imrnediately due and payable and to foreclosethis Trust Deed in the mannÊr provided by law for the foreclosure of mortgages on realproperty and Beneficiary shall be entitled lo recover in such proceeding all costs andexpenses, including â reasonable attomey's fee in such amount as fìxed by the court.

17, SucçFseor T,rustee: Beneficiery may appoint a sucoessorlrugtee at anytime by filing for record in the office of the County Recorder of each county in whicft theproperty or some part thereof is situated, a substitution of trustee. From the time ofsubstitution is filed for rscord, the new trustee shall succeed to allthe powers, duties,authority and title of the trustee named or ol any successor trustee. Each suchsubstitut¡on shall be executed and acknowledged, and notice shallbe given and proofmade, in the manner provlded by law.

18. Ge0erqt Tenns: This Trust Deed shallapply to, inure to the benefit of, andbind all parties, their heirs legatees, devisees, administrators, executors, succìBssorsand assigns. All obligalions of Trustor are joint and several. The term "Beneficiary''shall mean the owner ard holder, including any pledgee, of the secured note. ln thisTrust Deed, whenever the context requires, tha mascirline gender includes the feminine

Page 5of 7


and the feminine includes the masculine, and the singular number includes plural.

19. TJuglRg'grAcc€ptence: Trustee accepts this Trust when this Trust Deed,duly executed and acknowledged, is made a public record as pncvided by law. Trustee¡s not obligated to notify any pärty of pending sale under any other Trust Deed or of anyaction or proceeding inwhlch Trustor, Beneficiary, or Trustee shall be â perty, unlessbrought by Trustee

20, Application ofjriissgurj,LAW: This Trust Deed shallne Lr,¡¡-ir.:.-¡ accodingto the laws of the State of Missouri.

21. Reqgest.f,or Notiæ of Default and Sale: The undersigned Truetor requestslhat a copy of any notice of default snd of any notice of sale be mailed at the eddressset forth above.

Signature of Trustor:

ONEL B

STATE OF M¡SSOURI

COUNTY OF JACKSONs3

on rhe I O day of WK*, personatty appeared before me the abovenamed Trustor, Lionel Brown, lhe signer of the above instrument, who dulyacknowledged to rne that he executed the sarne.

l'/ta¡a'r Ú.tøttu'NOTARY PUBLIC

MIFIAM CUEVASNotary Public - Nolary Seal

SÏATE OF MISSOURI

Clay County[fy Commission Expires Aug. 15, 201.|

Commission # 071S8138

Page 6oÍ 7


August ,2008 $18,000,00

PROIUIÍISORY NOTESECURËD BY TRUST DEED

The undersigned, Lionel Brown, agrees, prornises and covenants 1o pay to the O¡der ofIJP Hotdings, LLCIa úah limited liability company, or its assigns, the amount of $18'000'00(Ëighteen Thoussnd Dollars).

' Lionel Brown shall make interest only payrnents of $90.00 per month plw a t¡x rcsen'¡e

paymenr of $4?.50 per month for total *ooUrty payments of $135.50 per month on lhe lil day ofãach month starting- with septembsr l, 2008 and continuing tbsr€after until August 1' 2013 wheu

the entire âmount of $18,000.00 is.due nnd payable.Inte¡est shall apcrue on the unpaid pdncipal at thc rate of six pÊrcent (60/0) pcr annum on

the ls day of each month starting with September l, 2008. ln thc event th¿t a pûymeilt is notmadE by the lu day of any month, then a late payment penalty of fiflcen percent (150/0) of the

monthly payment ãfprincipal and interest shall be immedialely due and payable. If thc def¡ult isnot cured Ui the 156 day of the month in which the dsfault occurs, then thc inte¡esf rate on the

note shall inc¡ease to twenty p€rccnt pÊr annum QO%) starting with the l5th day of the month and

the entire amount of thc principal, plus any unpaid interesl, shall be due and payable.

This Promissory Note is secwÊd by a Trust Deed of cve¡r date herewith.

This Promissory Note rnay be paid in full at any time without penalty. Piltiål paym€nts

on thc prineipal amor¡¡¡t may be made at any time without penatty- In the event that a pûyrnent

of p¡incipal is made prior to August l, 2013, the rnonthly interest only payment shall be reduoed

- accordingly.In the wcnt of default, thc turdcrsigned shall pay the reasonable attorney's fees incurrËd

_ by the holder in its reasonable eftrts to collect the sums due and payable,

This Promissory Note is artered into in the State of MissourÍ and is subject to the laws ofthc State of Missouri

LIONEL


EXHIBIT M


IN THE UNITED STATES DISTRICT COURT

DISTRICT OF UTAH, CENTRAL DIVISION

DIANE A. THOMPSON, as )Receiver for AMERICAN ) Deposition of:PENSION SERVICES, INC., a )Utah corporation and its ) BYRON LAMONT SMITHrelated entities, )

) Case No.Plaintiff, ) 2:14-cv-00870

)vs. ) Judge Robert J.

) ShelbyCURTIS L. DeYOUNG, an )individual, and MICHELLE ) Magistrate JudgeDeYOUNG, an individual, ) Dustin B. Pead

)Defendants. )

April 6, 2016 * 1:41 p.m.

Location: Ballard Spahr, LLPOne Utah Center, Suite 800

201 South Main StreetSalt Lake City, Utah 84111

Reporter: Lisa Bernardo, CSR, RPR

Sheet 1

2 1 A P P E A R A N C E S 2 FOR THE RECEIVER: 3 Melanie J. Vartabedian

Jeffrey D. Enquist4 BALLARD SPAHR, LLP

Attorneys at Law5 One Utah Center, Suite 800

201 South Main Street6 Salt Lake City, Utah 84111

Tel: 801.531.30007 Fax: 801.531.3001

Email: [email protected] [email protected] 9

ALSO PRESENT: 10

Mark Hashimoto, CPA, CFE11

-oOo-12 13 I N D E X 14 BYRON LAMONT SMITH: PAGE 15 Examination by Ms. Vartabedian 4 16

-oOo-17 18 19 20 21 22 23 24 25

3 1 E X H I B I T S 2 NO. DESCRIPTION PAGE 3 1 Notice of Intent to Issue Deposition

Subpoena and Subpoena Duces Tecum4 Second Amended Notice of Deposition of

Byron LaMont Smith 65

2 APS, Inc. Potential Receivables and Claims 206

3 Declaration of Byron LaMont Smith 387

4 Production 2 Communication Records 408

5 Documents produced by Mr. Smith 439

6 Condensed Transcript of LaMont Smith10 May 2, 2014, SEC Examination 52 11 7 Designation of Expert Witness and Report 56 12 8 August 7, 2006 Memorandum to Curtis DeYoung

from LaMont Smith 6413 14 -o0o- 15 16 17 18 19 20 21 22 23 24 25

41 P R O C E E D I N G S2 3 BYRON LAMONT SMITH,4 called as a witness, being first duly sworn, was5 examined and testified as follows:6 7 EXAMINATION8 BY MS. VARTABEDIAN:9 Q. Could you state your name for the record,10 please? 11 A. Byron LaMont Smith.12 Q. Could you spell that?13 A. Byron, B-Y-R-O-N, LaMont, L-A capital14 M-O-N-T, Smith, S-M-I-T-H.15 Q. Other than this case, have you ever had16 your deposition taken before?17 A. Yes.18 Q. Then could you tell us when was the first19 time? 20 A. A long time ago. I worked with the IRS,21 so I had -- I had it done two or three times, but22 it's been 15, 20 years ago.23 Q. Any other depositions other than when you24 worked for the IRS?25 A. Oh, yes. I had one with -- when I worked

Byron LaMont Smith * April 6, 2016

CitiCourt, LLC801.532.3441


51 for APS. I can't even remember who it was with, but2 it... 3 Q. Was it in connection with the SEC4 investigation or --5 A. No --6 Q. -- something prior to that?7 A. -- it was not. Yes.8 Q. Do you remember the general subject matter9 of that case? 10 A. It had to do with the -- a bank11 foreclosed. What was the name of the bank?12 Q. Did it have to do --13 A. There was a bank that was making payments14 and it got all screwed up, so I had to go up and do a15 deposition. 16 Q. Did it have to do with an APS asset or a17 client, an APS asset client, do you recall?18 A. I don't recall. I don't know.19 Q. How long ago do you think that was?20 A. I think it was about 2010.21 Q. Any other depositions?22 A. No, not that I know about. Not that I can23 remember about, I mean.24 Q. All right. So you know the rules, but25 I'll just kind of repeat them. I will be asking

Sheet 2

61 questions and our court reporter will be taking down2 your answers, so if you can just wait until I finish3 asking my question even if you probably will know4 what I'm getting at before you start to answer. That5 will make it easier for us to get a good record so we6 are not talking on top of each other.7 A. Okay.8 Q. And if you could always answer audibly9 with a yes or a no rather than shaking your head just10 so we can make sure we get down your answers on the11 record. And if you don't understand a question,12 please let me know and I probably didn't phrase it13 very well and I'm happy to rephrase.14 A. Okay.15 Q. And you are under oath today. You16 understand that, right?17 A. (Nodding head in the affirmative.)18 Q. So let me show you what has been -- what19 will be marked Exhibit 1.20 (EXHIBIT 1 WAS MARKED.)21 Q. (By Ms. Vartabedian) This is the Notice22 of Deposition and Subpoena that were served on you.23 Do you recognize the Subpoena part of this document?24 A. This part, you mean?25 Q. The fifth page in.

71 A. (Reading) Yes.2 Q. This was the Subpoena that was served on3 you, right? 4 A. Yes.5 Q. And that's why you are here today, right?6 A. Well, that was extended a couple of times7 and dates were changed.8 Q. Right. It's been a little while --9 A. Yeah.10 Q. -- since we have finally gotten together11 here. 12 So I want to turn your attention to a few13 pages in, Exhibit A to the Subpoena, and specifically14 the page that lists some document requests. Do you15 remember reviewing those two requests for documents?16 A. Yes.17 Q. What did you do to search for documents in18 response to these requests?19 A. (Reading) This was the -- my recollection20 is that I searched my computer and my files that I21 have, but I have very limited files. Almost22 everything was on APS's computer.23 Q. When you say -- go ahead.24 A. The only thing I had on my computer was25 copies of tax returns.

81 Q. So those are the only files that you had2 electronically, were tax returns?3 A. Yes.4 Q. Tax returns for APS, Inc. and APS 401K or5 just 401K? 6 A. Both.7 Q. Both. And do you have those segregated in8 a folder on your computer, or how is that organized?9 A. It's just in a file and I've got10 individual tax returns that are listed on that under11 -- into it. 12 Q. So --13 A. Quick -- I used QuickBooks at work, but I14 did all this at work, but it was on my computer15 because it was simpler to use that way.16 Q. So you have QuickBooks, too, on your17 personal? 18 A. No. No QuickBooks.19 Q. Just the tax returns?20 A. Just the tax returns.21 Q. What about the hard copy file, how is that22 organized and what did you have in there?23 A. I really didn't have anything in that24 that -- I searched for something, but I didn't find25 anything.




91 Q. Were there other documents in the hard2 copy file? 3 A. No.4 Q. So nothing hard copy, just the electronic5 tax returns? 6 A. Uh-huh (affirmative). Yes.7 Q. Okay. And you provided us with all of the8 documents that you had in your possession that9 responded to these --10 A. Yes.11 Q. -- document requests?12 Okay. Just a few kind of general13 questions. Where do you currently reside?14 A. .15 Q. How long have you lived there?16 A. .17 Q. And your phone number?18 A. .19 Q. Is that a landline or a cell?20 A. 21 Q. Do you have a cell?22 A. Yes.23 Q. What is that?24 A. 25 Q. Are you currently working?

Sheet 3

101 A. No.2 Q. How long have you been retired?3 A. Well --4 Q. Or are you retired?5 A. Well, I still have a self-employed6 business, an accounting firm, but I haven't done7 anything with it.8 Q. Was that in existence when you were9 working at APS?10 A. Yes.11 Q. When did you start that business?12 A. I started that in, let's see, about 2000.13 Q. Were you ever functioning that business by14 performing services for clients?15 A. Just preparing tax returns.16 Q. When did that cease?17 A. It ceased in -- well, I still -- I still18 do some charitable ones for ladies that are widows19 and that sort of thing, so that's about the extent of20 it. 21 Q. But not earning any income in connection22 with that business?23 A. No.24 Q. When would you say it turned into more25 just a charitable preparation of tax returns?

111 A. 2013.2 Q. Any intention of starting back up again3 or -- 4 A. No.5 Q. And you are aware of the action that the6 Securities and Exchange Commission filed against APS7 and Curtis DeYoung in April of 2014, right?8 A. Yes.9 Q. Can you just tell me what is your general10 understanding of that case?11 A. My understanding is that it was an alleged12 misappropriation of pension plan monies.13 Q. Do you know about the amount that is14 alleged was misappropriated?15 A. Yes.16 Q. What is your understanding as to the17 amount? 18 A. I don't know the exact, but it's near19 22 million. 20 Q. Have you ever read the Complaint?21 A. Yes.22 Q. When did you read it, do you recall?23 A. I don't recall.24 Q. How did you obtain a copy of it?25 A. I think it was through Ballard Spahr's

121 website. 2 Q. Through the Receiver's website?3 A. Yeah.4 Q. Does sound familiar,5 maybe? 6 A. Yeah. I got it on my favorite list.7 Q. And you are aware that the Receiver was8 appointed over APS in April of 2014?9 A. Yes.10 Q. Did you talk to anybody about your11 deposition today?12 A. Dean Becker.13 Q. What did you talk about with Dean?14 A. Just told him I had been called to do a15 deposition. 16 Q. Anything else?17 A. No.18 Q. Anybody else?19 A. Nope.20 Q. What did Dean say?21 A. I don't even know. We talked about a lot22 of things about -- he didn't -- he didn't say23 anything. He says, are you going to hire an24 attorney, and I said, well, I'm thinking about it.25 Q. Okay. What is the highest level of



REDACTEDREDACTED

REDACTED

REDACTED

REDACTED

REDACTED


131 education that you have completed?2 A. Master's degree in taxation. MBA3 taxation. 4 Q. What licenses do you hold?5 A. None.6 Q. Did you previously have licenses that you7 held? 8 A. Yes.9 Q. What was that?10 A. I had a CPA certificate.11 Q. When did that expire?12 A. I want to say 2008, '07. I just let it13 expire. It was in California and I didn't transfer14 it. 15 Q. Any other licenses, professional licenses?16 A. No.17 Q. Ever been involved in any lawsuits18 personally? 19 A. No.20 Q. We're going to go through a brief21 employment history. What was the first job that you22 had? 23 A. You're taxing my memory. That was 8024 years ago, you know. Construction.25 Q. Relating to after you got your MBA. How

Sheet 4

141 about that? Well, sorry. Strike that. Did you go2 straight through school from undergraduate to MBA?3 A. No.4 Q. Okay. So let's just go after you got your5 MBA. 6 A. I worked for the Internal Revenue Service,7 retired in 1993.8 Q. When was it that you got your MBA, your9 master's in taxation?10 A. It was 1976.11 Q. And did you immediately go to work for the12 IRS? 13 A. No. I was already working.14 Q. Already there?15 A. (Nodding head in the affirmative.)16 Q. When did you start at the IRS?17 A. In 1969.18 Q. So you worked at the IRS from 1969 to19 1993? 20 A. Yes.21 Q. What were your job titles?22 A. Revenue agent and revenue agent manager23 and revenue agent branch chief.24 Q. Branch chief, is that what you said?25 A. (Nodding head in the affirmative.)

151 Q. When about did you change from manager to2 branch chief? 3 A. My recollection, about 1990.4 Q. What were your responsibilities as agent,5 revenue agent manager?6 A. Supervised a group of revenue agents,7 field revenue agents.8 Q. What about your responsibilities as branch9 chief? 10 A. Supervised office and field audit.11 Q. And were you the chief from about 199012 until you retired in 1993?13 A. No. I was large case manager when I14 retired. 15 Q. When did you become large case manager?16 A. 1992.17 Q. And you held that position until you18 retired? 19 A. Uh-huh (affirmative).20 Q. What were your responsibilities as large21 case manager? 22 A. Supervised the large case examination23 group. 24 Q. Were you solely with one IRS office during25 this time?

161 A. I was in San Francisco. Oakland first,2 San Francisco, Santa Rosa, Salt Lake, or the Ogden3 Service Center, Salt Lake City.4 Q. After you worked at the IRS, then what did5 you do? 6 A. Worked for Draper City.7 Q. What was your job title?8 A. I want to say finance officer.9 Q. Did you not have a real clear job title,10 it sounds like?11 A. No.12 Q. What were your responsibilities?13 A. Do accounts payable, payroll.14 Q. And so you worked at Draper City from '9315 until -- 16 A. 2001, I believe.17 Q. Any other job titles that you held during18 that period of time with Draper City?19 A. No. I was at Draper City Council after20 that. 21 Q. What years were you on the Council?22 A. 2001 to 2004.23 Q. What were your job duties?24 A. Just City Council political25 representative.




171 Q. What about after you served on the Draper2 City Council, then what did you do?3 A. Went to work for APS. Well, I did my4 self-employment thing and was hired by APS to do5 their accounting.6 Q. So you did the two simultaneously?7 A. Excuse me?8 Q. You did the two simultaneously, your9 business and APS?10 A. Uh-huh (affirmative). Yes.11 Q. When were you hired by APS?12 A. 2006.13 Q. What was your job title?14 A. I was a self-employed accountant.15 Q. What were your job responsibilities?16 A. Payroll, accounts payable, general17 bookkeeping. 18 Q. Would you consider yourself an independent19 contractor? 20 A. Yes. I only worked down there four hours21 a day. Four to five hours.22 Q. And did you work at APS clear until the23 Receiver was appointed --24 A. Yes.25 Q. -- in April of 2014?

Sheet 5

181 Was your arrangement as a self-employed2 accountant/independent contractor, that was your3 arrangement the entire time --4 A. Yes.5 Q. -- that you were there?6 And your schedule of four to five hours a7 day -- 8 A. Yes.9 Q. -- was your schedule?10 A. Four days a week.11 Q. Four days a week. Okay. Did you have a12 contract, an employment contract?13 A. No.14 Q. What was your salary or hourly15 arrangement? 16 A. It was by hour. I kept track of the17 number of hours and billed them by hour.18 Q. Who did you give your hours to?19 A. Well, I made up a time sheet and made the20 payroll off of that. I did the payroll, so -- and I21 did the accounts payable and it came in as an invoice22 and I paid it off the invoice.23 Q. Did you have to submit it to anybody for24 approval or -- 25 A. No.

191 Q. -- they took your word for it?2 What was your hourly rate, do you recall?3 A. $60 an hour was the last rate.4 Q. Did you do all of your work in the APS5 office? 6 A. Yes.7 Q. No work at home?8 A. Well, there might be some miscellaneous9 kind of things, but nothing substantial.10 Q. Did you ever receive bonuses from APS?11 A. Yes.12 Q. What kinds of bonuses?13 A. Christmastime he handed out bonuses and14 they ranged from $500 to a thousand.15 Q. Did you work with any of the APS employees16 or did you mostly operate independently?17 A. I mostly operated independently. I mean,18 there was some interaction, you know, like with Bill19 Decker -- or with Dean Becker or some of those.20 Q. Did you have many interactions with21 Curtis? 22 A. Yes.23 Q. What kinds of interactions typically?24 A. Just inquiry of issues. Otherwise, I made25 the independent judgment.

201 Q. Any particular common issues that would2 come up that you would talk to Curtis about?3 A. Not that I recall.4 Q. Typically matters related to payroll or5 accounts payable or --6 A. Or bookkeeping.7 Q. -- anything related to those?8 A. Nothing -- you know, if something came9 across the desk that he had approved, I would ask him10 what it was, how to classify it, that sort of thing.11 (EXHIBIT 2 WAS MARKED.)12 Q. (By Ms. Vartabedian) I'm showing you what13 is marked as Exhibit 2. Have you ever seen this14 document before?15 A. No.16 Q. I will represent to you that this is a17 list that we got from Michelle DeYoung listing what18 she considers to be collectibles and receivables of19 APS. 20 A. Okay.21 Q. So take a moment to look through the22 document, if you would, please, and just let me know23 when you are ready for me to start asking you24 questions. 25 A. (Reading)




211 Okay.2 Q. Did you help prepare this document?3 A. No.4 Q. Do you have any idea of anybody who might5 have? 6 A. I don't.7 Q. Who do you think would have the8 information necessary to provide that document?9 A. (Pause) Let me look at just one thing

10 here for a second, if you don't mind.11 Curtis or Michelle.12 Q. Why do you think that it would be solely13 those two that would have the information?14 A. They would probably be the only ones that15 had any intimate knowledge of the transactions that16 were here. 17 Q. You looked a little surprised. You had a18 surprised expression on your face after you went19 through the document. I'm just wondering why.20 A. It was so large.21 Q. Do you mean the dollar amounts?22 A. The dollar amounts, yeah.23 Q. Larger than you --24 A. And the number of entities. I don't25 recall, with exception of very few, of hearing the

Sheet 6

221 names of any of these folks.2 Q. Okay. That's one of the things that we3 wanted to ask about. Any particular dollar amounts4 that strike you as particularly large or surprising?5 A. (Reading) None stick out to me except the6 total number, it's surprisingly large.7 Q. Okay. Let's start on the very first two8 pages. So those represent judgments that Michelle9 believes are good judgments that APS could or the10 Receiver or she could pursue. Do you recognize any11 of these judgments?12 A. (Reading) I recognize Clare Morse.13 Q. Which is on the first page?14 A. Yeah. Down third up from the bottom.15 Q. You recognize that particular judgment?16 A. No.17 Q. Just the name?18 A. Mark Weber. I know that name. And I19 don't recognize that judgment. I have no idea what20 that -- I don't know what that is, even.21 Q. Okay. Any others?22 A. None on that page.23 Q. Let's look at page 2. That's a24 continuation of the judgments.25 A. There's Clare Morse's name again.

231 Remington Commercial Advisors, foreign judgment. I2 have no clue. No clue.3 Q. What do you recognize about Remington4 Commercial? 5 A. Remington was owned by Clare Morse.6 Q. Okay.7 A. (Reading) Andrew Arrambide and Clare8 Morse. I don't know. I know about the suit on9 Arrambide. I don't know Clare Morse foreign10 judgment. I don't know.11 Q. What do you know about the Arrambide suit?12 A. Arrambide was a -- he come to Curtis for13 money and he -- Curtis -- Curtis had given him, I14 want to say, $60,000 to buy a piece of property in15 Peru. There were three pieces of property in Peru.16 He consolidated those and bought one piece of17 property that he was going to tear down and build a18 living unit. It looked about like that, but not that19 number of floors.20 Q. And you're pointing to an office21 building -- 22 A. The Maverik building.23 Q. The Maverick building.24 A. Yeah. It was small. And he told him not25 to move forward with that.

241 Q. Who is "he"?2 A. Curtis. To sell the property and give3 back the money from the proceeds of the sale of that4 property, and he used it personally for other things.5 I have no idea what.6 Q. You mean Mr. Arrambide --7 A. Uh-huh (affirmative).8 Q. -- used it personally?9 A. Yes.10 Q. Do you know where the $60,000 came from?11 A. Yes.12 Q. Where did it come from?13 A. Curtis had sold -- not Curtis. I'm14 finding this out after the fact. Arrambide had sold15 property or had been involved with property in Ogden.16 Arrambide had a buyer for six, seven, maybe eight17 pieces of property in Ogden of which he sold. That18 money came back. The net proceeds of that came back19 into LJP Holdings. The $60,000 was the net equity of20 that amount. I think it was 60. Was the net equity21 that he give Arrambide to buy the property in Peru.22 Mr. Arrambide was a Peruvian citizen at one time or23 another. I didn't know what his status was.24 Q. So the initial investment was in property25 in Ogden?




251 A. Yes.2 Q. Made by Arrambide?3 A. Yes.4 Q. And where did the money come from for the5 initial investment, do you recall?6 A. It was property that was purchased long7 before I went to work for them. I have no idea.8 Q. And Arrambide put the proceeds of the sale9 into LJP Holdings?10 A. No. LJP owned the property. I mean, they11 -- it had been deeded over to LJ -- was that -- I12 don't know if that's true or not. LJP was kind of a13 clearinghouse entity and so the proceeds of that went14 back into LJP and they -- a check was written from15 LJP to Arrambide to buy this property.16 Q. Arrambide was involved with the Ogden17 property or, no?18 A. Well, I don't -- initially I don't think19 so, but I don't know.20 Q. Okay.21 A. He had a buyer for five or six. He was22 buying and selling real estate and he had a buyer for23 five or six properties. My recollection was it was a24 dentist or a doctor that bought those properties.25 Q. Okay. So you have identified six of the

Sheet 7

261 individual defendants on the list of judgments on2 pages -- I guess it's marked 2 of 11 and 3 of 11.3 A. Wait a minute, now. How many did you say?4 Q. So Mark Weber on page 1. Clarence Morse5 on page 1. Clarence Morse on page 2. Remington6 Commercial on page 2. Andrew Arrambide and Clare7 Morse on page 2?8 A. Yes.9 Q. Do you have any opinion on whether these10 individual defendants for whom there are judgments11 against have any assets that would be worth pursuing?12 A. No.13 Q. So Michelle told us that she thought any14 files that relate to any of these cases would have15 been stored in your office at APS. Is that true to16 your knowledge?17 A. Not -- no.18 Q. Are you aware of any litigation files that19 may have been kept in your office?20 A. The only thing that I remember was there21 was on this property that was sold to -- Arrambide22 sold, there was copies of escrow statements that were23 then put into storage because they were getting old,24 and all that storage went I don't know where. All25 those files, I have no clue where they are.

271 Q. So they were at in your office until about2 when? 3 A. I moved that stuff out about every three4 years, so I kept about three years worth of5 information. So at the end of three years, if it was6 still there, I boxed it up and moved it into a7 storage room in APS offices. That storage room was8 cleaned out by Curtis. I don't know where all that9 stuff went. 10 Q. Which storage room are you referring to?11 A. Right by the elevator there. As you come12 in the elevator, there's a storage room right there.13 Q. Where the precious documents were kept,14 the file cabinets?15 A. Yes.16 Q. And you don't know when Curtis cleaned out17 that room, but you know that he did?18 A. I know that he did. He had a storage unit19 in Draper at one time. I want to say Beehive,20 Beehive Storage on the frontage road in Draper, and I21 had gone over there to close that account. He had22 moved everything out of there and I went over there23 and closed that account out and that's the only24 reason why I know it was there, and that was about, I25 want to say, 2011 or '10.

281 Q. That the storage unit was closed?2 A. That that storage unit was closed and all3 the stuff was moved somewhere else. I don't know4 where. 5 Q. So your best guess is that is where the6 litigation files may have been?7 A. Yes.8 Q. Was in that storage room that eventually9 got moved to Beehive --10 A. Well, I'm not sure it got moved to11 Beehive. It could have been after Beehive closed.12 It would have been after that.13 Q. All right. Do you have any knowledge of14 any of the attorneys that represented APS in any of15 these cases? 16 A. Restate the question to me, please.17 Q. Do you know which lawyers APS hired to18 represent them in connection with litigation that19 they filed? 20 A. Judson Pitts. Dean Becker. That's the21 only ones that I know about. There could have been22 others, but I don't -- I don't recall any others.23 Q. If you could please turn to page 5 of 1124 on Exhibit 2. So this is a list of additional25 receivables in the form of an interest in stock that




291 Michelle has provided the Receiver as a potential2 collectible or receivable of APS. I would just like3 you to take a look at page 5 and continuing onto page4 6 to see if you recognize any of these entities.5 A. I don't recognize any of those.6 Q. In the second column, which is entitled7 "Identification," it lists a number of certificates.8 A. Yes.9 Q. Do you have any idea where those10 certificates might be?11 A. I don't.12 Q. Do you have any knowledge of how APS13 acquired an interest in any of these entities?14 A. No.15 Q. If you could take a look at page 7,16 please. 17 A. Yes.18 Q. Do you recognize any of these debtors or19 companies that are listed --20 A. Yes.21 Q. -- on page 7.22 Okay. Which ones?23 A. Learnframe.24 Q. What do you know about Learnframe?25 A. Only that there was some litigation with

Sheet 8

301 Learnframe in which they sued. I'm not sure who she2 sued. There was a court case in which they sued for3 wages and they ended up losing and having to pay the4 wages is my recollection.5 Q. Employees of Learnframe sued Learnframe6 and Learnframe lost?7 A. Yes.8 Q. Do you understand that to be an asset of9 APS, Learnframe?10 A. I don't.11 Q. What else do you recognize?12 A. Quicksilver Management.13 Q. What do you recognize with respect to14 Quicksilver Management?15 A. I don't recall. I know the name, but I16 don't recall. 17 Q. Any others?18 A. Old Town Office Center.19 Q. What do you recognize about that one?20 A. That was a -- that was an office building.21 That was an office building Clare Morse had purchased22 and Curtis ended up with and lost it in a legal23 maneuver. I don't know the details of that legal24 aspect of it. 25 Q. Curtis lost it --

311 A. Yes.2 Q. -- in connection with some legal issue?3 A. Yes.4 Q. Okay.5 A. But it was a rental. They were rental6 people that occupied the space. Businesses.7 Q. So it sounds like that you don't have any8 knowledge that that's an asset of APS any longer?9 A. That is, as I understand it, not.10 Q. Okay. Anything else on this --11 A. First Silverado Properties was a Vernal12 investment. I had done some -- he had asked me to13 look at Silverado Properties to see if there were any14 assets in Silverado properties that was owned by --15 he ended up with Silverado properties as an16 individual. 17 Q. By he you mean Curtis?18 A. Curtis. He asked me to trace back those19 properties to determine if there was any properties20 that was owned by Silverado Properties that could be21 sold. 22 Q. What did you find?23 A. I found that there were property --24 properties were in Silverado's name because it was a25 defaulted subdivision and he took over -- he took

321 over the defaulted -- they couldn't sell them. The2 developer couldn't sell them, so they sold them to --3 what's his name -- Jeff Anderson and Brad Kendrick.4 Those two were developing this real estate property5 and selling it and Curtis was just a partner in6 Silverado Properties. That's my recollection.7 Q. Do you believe that there are any8 properties left or they were all disposed of?9 A. I think they were all foreclosed on. He10 sold three properties.11 Q. Who is "he"?12 A. Curtis sold three properties. The three13 properties, the equity for those three properties,14 part of which paid off Brad Kendrick's investment in15 three properties. And they were -- and Curtis16 individually, you know, Curtis owned those17 individually. That's -- I don't know of any other18 equity in any of those other properties.19 Q. Do you know where the original investment20 that Curtis made came from?21 A. I don't.22 Q. Okay. What else do you recognize on that23 page 7? 24 A. Diamond Mountain Homes, I recognize the25 name, but I don't know any details on Diamond




331 Mountain that I can recollect.2 Q. Okay. Anything else?3 A. Jeff Anderson. He was the -- one of the4 partners in Silverado Properties. He passed away of5 cancer. 6 Asset Management International, I do not7 know what that is. The rest of them I don't know.8 There was a spreadsheet.9 There was a spreadsheet on my computer at10 the office that listed all of the properties that was11 in those -- all that I had tracked down and sold and12 identified the location of them and whether they were13 sold and who they were sold to, how much they were14 sold for, if I had the information.15 Q. Okay. Is the last one UP, LLC?16 A. Yes.17 Q. Is that supposed to be LJP, do you think?18 A. I don't know.19 Q. Maybe it's a typo.20 All right. Let's turn to the last page,21 page 11 of 11. Do you recognize any of these22 entities or individuals?23 A. Yes, I do.24 Q. Which ones do you recognize?25 A. Chris. Christine Barrett was a neighbor

Sheet 9

341 of Curtis. Loaned Christine Barrett $12,000 for a2 wedding. 3 Q. Who loaned her?4 A. Curtis.5 Q. Curtis did?6 A. And she didn't pay it back.7 Q. Do you know if Curtis pursued repayment?8 A. I attempted to.9 Q. You did?10 A. I contacted Christine. I knew her. I11 contacted Christine and she said she would pay it.12 She's a real estate salesperson in St. George. She13 said she would pay that back. Never seen a dime.14 Q. Do you know about when that loan occurred?15 A. I want to say 2011.16 Q. And it was $12,000?17 A. Yes.18 Q. For a wedding?19 A. Yes.20 Q. Was there any written loan agreement?21 A. I don't...22 Q. No?23 A. I don't know.24 Q. So when did you contact her?25 A. 2011, shortly thereafter, and attempted to

351 collect that. She wouldn't.2 Q. Did she pay any of it back?3 A. No. Not that I know about.4 Q. Do you know where she is now?5 A. St. George, I believe.6 Q. Is she still a real estate agent as far as7 you know? 8 A. Yes.9 Q. If there was anything in writing on it,10 where would it be?11 A. I don't know.12 Q. Do you think there was or do you think13 there probably wasn't?14 A. I think there probably wasn't.15 Q. Any others on page 11 that you recognize?16 Actually before you answer that, let me ask a17 question. Do you know where the money came from, the18 $12,000 that Curtis loaned to Ms. Barrett?19 A. Yes. APS.20 Q. APS what?21 A. APS, Inc.22 Q. From the master trust account?23 A. No.24 Q. The operating account?25 A. Yes.

361 Q. And did you book it to the operating2 account? 3 A. Yes, I believe.4 Q. Did Curtis do that very often, pull money5 from the operating account for loans to people?6 A. Yes.7 Q. Anybody else that comes to your mind that8 he did that for?9 A. I don't know any names.10 Q. How did he tell you about when he would11 pull money from the operating account?12 A. Friday afternoons after I left, he would13 write a check, leave it on my desk, classify it as a14 loan. 15 Q. And then you would come in --16 A. I would come in Monday morning and it's17 there and I would ask him about the loan, what's the18 -- where's the note. He would not have one. I19 booked it as a loan. At the end of the year if I20 hadn't received anything back, I'd give it to him as21 a dividend. 22 Q. "Give it to him." Can you help me23 understand that?24 A. I reclassified it as a dividend to him.25 Q. Okay.




371 A. And then it wouldn't be charged off to --2 on the income tax return.3 Q. And those were booked in QuickBooks?4 A. Yes.5 Q. So it would originally go in as a loan and6 then it would get reclassified?7 A. As a dividend.8 Q. Okay. Anything else that you --9 A. I recall I think I called you about two

10 pieces of property in Kansas City. Did I talk to11 you? 12 Q. Was it Maryann White? Yeah, that was me.13 A. Uh-huh (affirmative). But I don't see14 those on here. 15 Q. Okay.16 A. There was two. One with Lionel Brown and17 one to Clarence and Maryann White.18 Q. Do you know anything about Cabo Paradise,19 LLC? 20 A. I don't know.21 Q. Bill Schlick?22 A. I don't know.23 Q. Richard Groeneweg?24 A. I don't know.25 Q. Does that name sound familiar?

Sheet 10

381 A. Well, I've heard the name, but I don't2 know the person.3 Q. Do you recall what you heard the name in4 connection with?5 A. Somebody told me the name after the SEC6 had shut down the business. I didn't know him.7 Q. Do you remember who told you the name?8 A. I don't.9 Jeff Anderson, I knew.10 Q. Yes. We talked about him.11 All right. We've been going about an12 hour. Let's take a quick five-minute break and we'll13 push on. 14 A. How about three?15 Q. Three minutes?16 A. (Nodding head in the affirmative.)17 Q. That's fine.18 A. We don't even have to take one as far as19 I'm concerned. 20 Q. Let's just take a really quick one. Three21 minutes. 22 A. All right.23 (Break)24 (EXHIBIT 3 WAS MARKED.)25 Q. (By Ms. Vartabedian) We're back on the

391 record. I'm showing you what has been marked Exhibit2 3. Do you recognize that document?3 A. Yes.4 Q. What is it?5 A. It's a Declaration by me.6 Q. And you provided it in the Thompson versus7 Curtis and Michelle DeYoung case, right?8 A. Yes.9 Q. Did anybody help with the preparation of10 this document? 11 A. The document was drafted in rough form. I12 redone the document. It was then reviewed by Jeff13 Colemere. Is that his name?14 Q. Colemere, yes.15 A. And that was the extent of it.16 Q. Who took the initial cut at drafting it?17 A. Dean Becker.18 Q. Why did he do that?19 A. At the request of Michelle DeYoung.20 Q. So is that why you prepared this, was at21 Michelle's request?22 A. Yes.23 Q. So who did you talk to about preparing the24 Declaration? 25 A. I talked -- I talked to Michelle. She

401 called me and asked me if I would be willing to do2 it. And I asked, send me some kind of a draft of3 what you want to do, and Dean did that and sent it to4 me, and then I looked it over and I didn't like what5 he did, so I redone it.6 Q. Do you remember specifically what you7 didn't like about what Dean did?8 A. About 80 percent of it.9 Q. Does anything jump out at you? Just10 generally you didn't like the way he drafted it?11 A. No. I didn't like the wording. I didn't12 like the use of words.13 Q. Was it inaccurate?14 A. Yes.15 Q. Do you remember what was inaccurate?16 A. No.17 (EXHIBIT 4 WAS MARKED.)18 Q. (By Ms. Vartabedian) I'm showing you what19 has been marked as Exhibit 4, and I will represent20 that this is part of the production of documents that21 you provided --22 A. Yes.23 Q. -- to us in response to the subpoena.24 A. Yes.25 Q. So --




411 A. And I provided you these.2 Q. Yes. So the first, this Exhibit 4,3 contains what you called "Communication Records."4 A. Yes.5 Q. Does that sound right?6 A. Yes.7 Q. So I wanted to ask a few questions about8 some of these communications. If you could turn --9 and I apologize it is not easier to get there -- 1010 pages in. Nine pages in rather.11 So there should be an email about halfway12 down the page that is from Michelle DeYoung dated May13 5th, 2015? 14 A. Yes.15 Q. And so is this the initial direction or16 correspondence that you received from Michelle with17 regard to her request that you provide a declaration?18 A. Yes. My recollection is yes.19 Q. Okay. So this is an email, like I said,20 from Michelle DeYoung dated May 5th, 2015 to21 , which I presume is Dean22 Becker. Is that what your understanding is?23 A. (No response)24 Q. That the email address --25 A. Yeah, .

Sheet 11

421 Q. Yes.2 A. Yes.3 Q. That's Dean Becker. And then you, the4 --5 A. Yes.6 Q. . And then it cc's7 ?8 A. Yes.9 Q. So you testified that Mr. Becker prepared10 a draft -- 11 A. Yes.12 Q. -- the first draft of your Declaration?13 And that's what Michelle appears to be14 asking in the second to the last paragraph of this15 email where she says, "Dean, could you prepare a16 sample Affidavit for LaMont as a guide for whatever17 declarations he is comfortable with, and forward it18 to him at your earliest convenience."19 And then she says, just skipping one20 sentence, she says, "I will cc LaMont on this email21 so that he has information about what we are22 requesting from him."23 A. Yes.24 Q. And above she outlines in numbers 125 through 5 what her attorney is seeking in the

431 Declaration; is that right? Is that your2 understanding? 3 A. I don't know. I assume that.4 Q. She says, "Below please find an example of5 the kind of information that my attorney is seeking,"6 and she lists numbers 1 through 5 with various7 information. 8 A. I'm not sure that I can interpret what she9 was meaning with that.10 Q. Fair enough. That's what the email says,11 right? 12 A. Yeah.13 Q. And you don't have an understanding of why14 Dean was asked to prepare the initial draft?15 A. I do not.16 Q. Let's take a look at a document that will17 be marked Exhibit 5.18 (EXHIBIT 5 WAS MARKED.)19 Q. (By Ms. Vartabedian) And I will represent20 that this is the cover letter that we received from21 you in response to our subpoena where we requested22 documents in your deposition. And attached to it are23 the remaining portions of the documents that you --24 not remaining portions. Attached to it are the25 remaining documents that you produced to us.

441 A. Yes.2 Q. And I got that right? You recognize it?3 A. Yes.4 Q. So in response to Request for Production5 Number 1, you kind of summarize what the request was,6 which was, "Produce any/all documents prepared,7 reviewed or relied upon by You in providing the8 Declaration," and then you list numbers 1 through 8,9 the documents that you are providing that are10 attached. 11 A. Yes.12 Q. And those documents are, "copy of a13 pro forma declaration prepared by Dean Becker, at14 Michelle DeYoung's request," which we talked about.15 "Copy of the initial declaration prepared16 by myself." 17 "Copy of reviewed declaration by Jeff18 Colemere, Attorney for Michelle DeYoung."19 And then we get into tax returns.20 A. Yes.21 Q. "Copy of Federal Income Tax Return for22 American Pension 401K Services for period ending23 12/31/2009." 24 "Copy of Federal Income Tax Return for25 period ending 12/31/2010."



REDACTED

REDACTED

REDACTED

REDACTED

REDACTED


451 And then the tax returns for '11, '12,2 and '13. 3 A. Yes.4 Q. So the tax returns that you provided were5 solely for American Pension 401K Services?6 A. Yes.7 Q. Not for APS, Inc.?8 A. No.9 Q. Is this everything that you relied upon in10 drafting or substantially revising and finalizing11 your Declaration that we saw as Exhibit 3?12 A. Yes. And my memory. And sometimes that's13 weak. May be suspect by a lot of folks.14 Q. Nothing else that you remember reviewing15 or relying upon in drafting your Declaration?16 A. Not that I know about. I didn't have17 anything else. 18 Q. Let's turn back to Exhibit 3, which is19 your Declaration.20 A. Okay.21 Q. Take a look, please, at paragraph 17, and22 in that paragraph you say, "The funds in the APS23 Master Trust Accounts and in the APS Master Operating24 Account were controlled and managed solely by Curtis25 DeYoung. I performed the accounting for the APS

Sheet 12

461 Operating Accounts, including revenue and expenses2 including payroll expenses related to pension plan3 funding and State and Federal withholding."4 What is your basis for saying that, or how5 do you know that?6 A. The first part of it, "The funds in the7 APS Master Trust Accounts and in the APS Operating8 Account were controlled and managed," that was my9 understanding of that trust. I didn't have anything

10 to do with it. And that was just my understanding of11 it. 12 Q. So Curtis was the only one who -- what do13 you mean by "controlled and managed"?14 A. Well, he had -- he supervised all of that15 directly, or indirectly supervised that, the Master16 Trust part of it, the IRA part of it. I only had17 control of -- I didn't do anything with the expenses,18 how the revenue was booked, anything that had to do19 with the Master Trust other than one thing, and that20 was I did a bank reconciliation at the end of the21 month of those, of those assets compared to what they22 had booked. Somebody else prepared a list of23 revenues and expenses. I took that and matched it24 against the bank statements. That was all I had to25 do with that Master Trust. Otherwise, Curtis or

471 Michelle or -- Curtis, at least, that was my2 impression, was the -- he controlled all of that.3 Q. Could anybody else at APS authorize wire4 transfers from the APS Master Trust Accounts and the5 operating account?6 A. I don't know.7 Q. Who could? Who do you know that could?8 A. I thought Curtis was the only one.9 Q. Okay. Was Curtis able to transfer funds10 from those accounts without your reconciling those11 accounts with the account statements?12 A. Which accounts?13 Q. The master trust accounts.14 A. I didn't have anything to do with those,15 so the answer is I don't know if there was anyone16 else. Not me. 17 Q. So at the end of each month you did a18 reconciliation of what had gone out. Tell me again19 what the reconciliation was that you did at the end20 of each month. We're just talking about the master21 trust account. 22 A. There was an employee that went through23 and listed all of the checks that were paid out by24 check number and the revenues that came in, and I25 took that listing, that listing was submitted to me

481 each month, and I matched it against the bank2 statement. 3 Q. Including wires? Did that include wires?4 A. Yes, including wires.5 Q. When did you start doing those6 reconciliations? What year?7 A. We were still up in the old building. I8 don't -- I want to say -- well, I don't know exactly9 when that was. I don't know when that was.10 Q. Is it something you did from the beginning11 of when you started at APS?12 A. No.13 Q. Within the last five years, would you say14 of you having worked there?15 A. (Pause) I don't know. I honestly don't16 know. 17 Q. Did you know about a stamp that had18 Curtis's signature on it?19 A. Yes.20 Q. How was that stamp used and who could use21 it? 22 A. Other than -- it was used in -- I used it23 when I sent out accounts payable.24 Q. For the employee checks?25 A. Employees' checks. Well, mostly employee




491 checks was direct deposit to the bank. I used it if2 I had accounts payable that it was going out to a3 utility company, I would type up all the checks and4 get the stamp. Somebody had the stamp other than I,5 and stamped it.6 Q. Let's take a look at paragraph 20 of your7 Declaration, the very last paragraph, which says,8 "During the term of my services, and based on my9 accounting, APS itself was not insolvent and was in10 good financial standing. APS had sufficient cash in11 the bank and other assets at all times."12 A. Yes.13 Q. So I want to ask, you said based on your14 accounting. What is your accounting?15 A. QuickBooks.16 Q. How are you defining "insolvent"?17 A. When the liabilities exceed the assets.18 Q. What about, how do you define "good19 financial standing"?20 A. It was able to meet all its obligations.21 Q. Other than QuickBooks, anything else that22 you are relying on to say that APS had sufficient23 cash in the bank and other assets at all times?24 A. No.25 Q. So we asked that you provide all documents

Sheet 13

501 that you relied on in preparing your Declaration, but2 we didn't get any of the QuickBooks. Is that what3 you were relying on for this or --4 A. I didn't rely on that because I didn't5 have anything. I didn't have QuickBooks at my home.6 Q. Has there come a point in time that you7 have realized that APS was, in fact, insolvent since8 providing this?9 A. I don't think it ever was insolvent.

10 Q. What about the $22 million or so that we11 talked about that was misappropriated?12 A. That was not APS's obligation.13 Q. Whose obligation was it?14 A. The IRA investors. It's their loss. Not15 APS's loss. 16 Q. So you don't think that APS has any17 responsibility or liability to the accountholders for18 the missing $22 million from the master trust account19 for which APS was an administrator?20 A. I don't know.21 Q. You would agree that clients could come22 back and sue APS for that amount that was stolen from23 their accounts, wouldn't you?24 A. No.25 Q. You don't think so?

511 A. No.2 Q. So you think that's the client's burden to3 shoulder? 4 A. I'm not an attorney, but it seems to me5 like the IRA, the Individual Retirement Account6 holders suffered a loss. That was their loss. Now,7 they could sue whoever caused the loss, but I don't8 think APS as an entity caused the loss.9 Q. Do you have an opinion on who you think10 caused the loss?11 A. No.12 Q. If I told you that APS was, in fact,13 liable for those amounts, would that change your14 opinion of insolvency?15 A. No.16 Q. How is that?17 A. Under Section 408 of the Internal Revenue18 Code, the trustee has to be a bank or someone19 approved by the Internal Revenue Service that can20 manage the funds, with one exception, and that's as a21 custodian. APS was a custodian of those accounts and22 under the rules, under the Internal Revenue Service,23 the bank had to be the trustee of the assets. As24 custodian all the holders, the investors, or the IRA25 pension plan, they were the owners of those pension

521 plans. And I see that as no different from possibly2 someone having authorization to sell and use their3 money to buy an investment and the investment goes4 downhill, they would suffer a loss in their account.5 Q. But that's not what happened here. That's6 not what the allegations are.7 A. Well --8 Q. You are saying you don't think that there9 is any difference between bad investments and money10 being misappropriated from the client accounts?11 A. Well, there may be a difference, but I'm12 just telling you that I don't think APS as an entity13 was insolvent. 14 Q. You were deposed previously by the SEC and15 then I asked you a few follow-up questions back in16 May of 2014. 17 A. Yes.18 Q. In your prior deposition you testified19 that Curtis received a shareholder distribution of20 $7,000 in 2001. Do you recall that?21 A. You're taxing my memory, aren't you?22 Q. Oh, I can help.23 (EXHIBIT 6 WAS MARKED.)24 Q. (By Ms. Vartabedian) I'm showing you what25 has been marked as Exhibit 6.




531 A. Which page might that be on?2 Q. It would be on page 44 of your deposition.3 So if you -- the page numbers appear there's four4 pages per physical page.5 A. I see. Okay.6 Q. So if you look in the top right corner of7 each of the pages --8 A. Okay. And you're saying 41?9 Q. 44.10 A. 44.11 Q. And I will direct you down to line 15 on12 page 44. Are you with me?13 A. (Reading)14 Q. Just let me know when you are ready.15 A. (Reading)16 What is "this sheet" on the one question17 in the middle of that line, "walk me through this18 sheet represents"? What's that?19 Q. Where are you referring to?20 A. On page 44 in the middle. There's a "Q."21 It says, "So walk me through what this sheet22 represents." 23 Q. That was an exhibit to the deposition.24 A. Yes. But what was on that?25 Q. I don't know. Do you need us to go get

Sheet 14

541 it? 2 On page 43 they are marking as Exhibit 6,3 this is the SEC's questioning of you, "a4 reconciliation of balance sheet retained earnings5 from 2001 forward," and you indicated that --6 A. I remember that Mark asked me about that,7 and when I was preparing the tax return, I took8 everything off of the balance sheets to get to a9 reconciliation of the earnings and profits. And I

10 took each one of the years off of the tax return, or11 off the books and records, I can't remember which,12 off the books and records, and listed here's the13 profit, here's the distributions, here's the14 expenses, whatever it might be. I had that15 spreadsheet done and Mark asked me about that and it16 showed a distribution of $7,000, which would have17 been out of earnings and profits, which would have18 been picked up on his tax return as a dividend.19 Q. Are you aware of any other dividends that20 Curtis -- 21 A. Yes.22 Q. -- received?23 A. Every year I went through and reclassified24 what he had as loans. I think I explained this25 earlier.

551 Q. Yes.2 A. And I treated that as a dividend3 distribution. 4 Q. Any additional ones other than the ones5 that were reclassified?6 A. Yes. There were -- there was -- he used a7 credit card for personal expenses, as well as8 Michelle used a credit card for personal expenses. I9 went through and took all of those personal expenses10 out of the deductions of expenses and adjusted those11 so they were distributions as dividends.12 Q. And these were from the operating account?13 A. Yes.14 Q. Were these all recorded on either the APS15 accounting software or on the QuickBooks?16 A. Yes.17 Q. Are you aware of any documentation related18 to anything that you would classify as a19 distribution? 20 A. No.21 Q. I guess other than there would be credit22 card statements --23 A. Credit card statements. And then, like I24 said, like if he would give money to someone, he25 would write on the bottom of the check "loan." Well,

561 I would take that and if in my opinion it wasn't a2 loan, never got any documentation, we never got any3 payment, there was no -- there was no contractual4 arrangement there, I showed that as a distribution to5 Curtis as a dividend distribution, because it was --6 it was a personal -- it was a personal thing. I7 don't know how many of those there were, but -- so we8 -- I would think that -- this is just my opinion,9 okay, that possibly those were loans to someone,10 okay, and whether he got paid back directly, I have11 no clue. But I treated them as being an income to12 him and then he would have a basis in those loans, so13 when he got paid back, otherwise he paid taxes on all14 of those. 15 Q. Okay.16 A. Does that make sense?17 Q. Yes. All right.18 (EXHIBIT 7 WAS MARKED.)19 Q. (By Ms. Vartabedian) I'm showing you what20 has been marked as Exhibit 7. So I will represent21 that this is an Expert Disclosure and Opinion22 provided by Mark Hashimoto, who is here.23 A. The famous one.24 Q. That's right. The one and only.25 MR. HASHIMOTO: Infamous.




571 Q. (By Ms. Vartabedian) And you might know,2 Hashimoto is the Receiver's forensic accountant.3 A. Yes.4 Q. Have you ever seen this document before?5 A. I have not.6 Q. Go ahead and take a minute to review it7 and I'm going to ask a couple of questions.8 A. (Reading) You want me to read this?9 Q. I'm going to ask you questions, so, yeah.10 A. You're going to ask me these questions11 that he's answered?12 Q. I'm going to ask you your opinion of his13 opinions. 14 A. My opinion of his opinion?15 Q. That's right.16 A. (Reading)17 Q. And we can go through it one at a time if18 you would like. We can start with Opinion 1. Would19 you like to go that way? That's fine, too. Just20 tell me when you are ready.21 A. Let's go.22 Q. Okay. So in Opinion 1, Mr. Hashimoto says23 that, "The APS Master Trust Accounts were bank24 accounts at First Utah Bank which held the cash funds25 for all APS client accounts. Beginning in December

Sheet 15

581 1999, there was a cash shortfall between the combined2 APS client statement balances and the funds actually3 contained in the APS Master Trust Accounts. From4 December 31, 1999 through April 24, 2014, the cash5 shortfall steadily grew to approximately $24.66 million." 7 And then Mr. Hashimoto provides as the8 basis for his opinion Exhibit 3, which is attached,9 and that document is a monthly summary of the10 increase in cash shortfall in the master trust11 accounts. 12 A. Yes.13 Q. You got it? Okay. So it compares the14 cash balance based on the monthly bank statements15 issued by First Utah Bank to the combined APS16 investor account balance based on the APS accounting17 system and it shows the resulting cash shortfall18 which existed on a monthly basis from December 31st,19 1999 through March 31st, 2014.20 So based on your knowledge as an21 accountant, and assuming this summary is correct, you22 would agree that starting in December of 1999, there23 was a cash shortfall between the combined APS client24 statement balances and the funds actually contained25 in the APS Master Trust Accounts?

591 A. Yes.2 Q. And that from December 31st, 1999 through3 April 24, 2014, the cash shortfall steadily grew to4 about 24.6 million?5 A. At what date?6 Q. To April 24th, 2014. Or we can say March7 31st, 2014, the cash shortfall grew to 25.2 million?8 A. Assuming the numbers are accurate from the9 report. I mean, there could be some transcription.10 Yes. 11 Q. Right. But you would agree with12 Mr. Hashimoto's Opinion 1 regarding the cash13 shortfall based on Exhibit 3?14 A. Yes.15 Q. Excluding any transcription errors.16 A. Well, there could be cash transfers and17 there should be, could be checks that haven't18 cleared, those kinds of things. So this isn't an19 accurate bank reconciliation of the amounts. You see20 what I'm saying? Like the bank statement may say,21 let's say, on 3/1 -- - 3/31/2014, the bank statement22 says 27,000 -- or 27 million. The outstanding checks23 were 834. The adjusted cash balance, then, would be24 this, okay. But the outstanding checks at that point25 in time could have offsetting checks that had not

601 cleared the bank. Okay. So the amounts here, I2 think Mark would agree, that the amounts could be3 adjusted because of those kinds of things in transit.4 Q. Any adjustments would likely be slight?5 A. I don't know. It could be a -- investors6 could have made a million dollar investment and it's7 still in float.8 Q. Let's look back at exhibit -- okay. So if9 you look at the Outstanding Checks column, that's10 meant to account for what you just described, any11 checks that had not cleared.12 A. Yes. But there could be income that's13 coming in from a sale of property to the investor14 accounts. For example, they -- this is the15 outstanding checks, but there's -- there's monies16 that could be in float from sales or sale proceeds17 that haven't shown up on the investor accounts yet18 and haven't been put into the bank.19 Q. Okay.20 MR. HASHIMOTO: That's accounted for in21 here. 22 THE WITNESS: It is?23 MR. HASHIMOTO: Yeah.24 THE WITNESS: I don't -- I'm just...25 MR. HASHIMOTO: I understand.




611 Q. (By Ms. Vartabedian) So assuming that is2 accounted for. 3 A. Okay.4 Q. You would agree that as of March 31st,5 2014, there was a cash shortfall of 25,213,000 and6 some change? 7 A. Well, I can't agree as to the accuracy of8 all of that information.9 Q. Okay. And I'm not asking you to verify10 the accuracy. I'm just asking you to verify that11 assuming what Mr. Hashimoto has done here is correct,12 that there was a cash shortfall as of 3/31/2014 of13 over 25 million?14 A. It appears so.15 Q. Have you ever heard of an investment that16 was made in certain client accounts called Heber Lot17 5? 18 A. Yes.19 Q. What do you know about Heber Lot 5?20 A. Nothing.21 Q. How have you heard of it?22 A. Heber Lot 5. I have not heard of that. I23 withdraw that. I have not heard of that.24 Q. You have not heard of it?25 A. Uh-uh (negative).

Sheet 16

621 Q. Have you heard of anything, any derivation2 of that Heber Lot 5, such as Lot 5 Heber, or any3 other derivation about --4 A. No.5 Q. Why did you think you had heard of it?6 A. There was some investment property that7 was purchased beyond American Fork up on the hillside8 there. There was some investment properties made.9 When you said "Heber Number 5," those lots were named

10 like 1, 2, 3, 4, 5, 6, maybe six lots up there, and,11 I was thinking Heber that, not Heber that.12 Q. So you were thinking of lot numbers?13 A. I was thinking lot numbers.14 Q. Not in Heber?15 A. Not in Heber.16 Q. Are you aware of any lots in Heber that17 were investments?18 A. I don't know of any lots in Heber.19 Q. All right. Let's go back to Mr.20 Hashimoto's Expert Disclosure and Opinion, and let's21 turn to Exhibit 4, please. And this is, I will22 represent, an Analysis of Unauthorized Outgoing Wires23 that Mr. Hashimoto prepared totaling about 19.624 million. Take a moment to review it and then I will25 ask you some questions.

631 A. (Reading) Okay.2 Q. Do you recognize any of the payors or3 payees? 4 A. Well, Remington Commercial. Most of these5 were done before I was employed there or even doing6 anything with it. But I do recognize like Remington7 Commercial only because I was tracking down8 properties that was -- had been owned or sold or9 fixed or done something with them. Charlevoix Homes.10 Mike Memmott. Remington Commercial Advisors.11 Q. Is that different than Remington12 Commercial to your knowledge?13 A. I don't think it is.14 Q. Anybody else that you recognize?15 A. Not that I -- not that I recognize, no.16 Q. Okay.17 A. Oh, ABDF, LLC for Jeff. No. I think18 that's -- I think that's Brad Kendrick instead of19 Jeff Kendrick. 20 Q. Okay. What do you mean?21 A. The ABDF, LLC for Jeff Kendrick.22 Q. For Jeff Kendrick, you are saying that23 should be Brad?24 A. ABDF is his wife and kids' first name25 initials as I remember.

641 Q. Okay.2 A. So that should be Brad, I think, Mark.3 MR. HASHIMOTO: Okay.4 Q. (By Ms. Vartabedian) Do you know what the5 purpose was of any of the wires?6 A. I don't.7 Q. Did you ever undertake to prepare your own8 analysis of unauthorized wires?9 A. No.10 (EXHIBIT 8 WAS MARKED.)11 Q. (By Ms. Vartabedian) I'm showing you what12 has been marked Exhibit 8. Do you recognize this13 document? 14 A. I did prepare this. Yeah.15 Q. So this is -- why don't you tell me what16 it is? 17 A. It is a spreadsheet I prepared, yes.18 Q. Reflecting unauthorized outstanding wires?19 A. Well, I don't know about unauthorized, but20 it was -- 21 Q. Outstanding.22 A. It was an effort to track wires that had23 been sent out, yes.24 Q. Does this document --25 A. I can't remember why I did that, though.




651 Q. Well, I'm going to ask you. Why don't you2 take a minute to review, to refresh your memory?3 A. (Reading)4 Yeah. Go ahead.5 Q. So this is a Memorandum dated August 7,6 2006 to Curtis DeYoung from LaMont Smith with your7 handwritten signature next to that. "Subject:8 Outstanding Wires." Is that right?9 A. Yes.10 Q. Now, after having reviewed, is your memory11 refreshed on having prepared this?12 A. Yes.13 Q. Who directed you to prepare this --14 A. Curtis.15 Q. -- memo? Curtis?16 A. Uh-huh (affirmative). But I don't know17 why. 18 Q. What were you asked to do?19 A. He had -- he had a list of wires. I'm not20 sure why he was even doing that. He had a list of21 wires that he couldn't reconcile. I want to say he22 couldn't reconcile those to the list of wires that23 was prepared by one of the employees. They would24 take the checks and the wire output and there was an25 attempt to match the wire output to a wiring

Sheet 17

661 document. And this list, my recollection is a list2 of those amounts that were shown on there that didn't3 have a copy of the wiring instructions.4 Q. By "wiring instructions" you mean the5 direction letter from the client?6 A. Wiring instructions.7 Q. You mean the actual wire instruction form8 that's attached?9 A. That generated the -- that generated the

10 wire. 11 Q. So what are the exhibits, then, that you12 have attached here? If they didn't exist for these,13 how are they attached to your memo?14 A. Well, these were all outstanding wires as15 I recall, and this was an attempt to get copies of16 those wiring instructions that would tie in with the17 outstanding wires. Okay.18 Q. So is that what the purpose of this memo19 was, to try to find the wiring instruction --20 A. Wiring instructions for each wire21 transfer. 22 Q. -- for which one was missing?23 A. Yes. For any one that we didn't have a24 copy of, or he didn't have a copy of.25 Q. Were you successful in finding all of the

671 wire -- 2 A. No.3 Q. -- instructions --4 A. No.5 Q. -- for the outstanding wires?6 A. No.7 Q. How many of them were you unable to find?8 A. I don't know.9 Q. But one could go through this list and10 compare it to the exhibits that are attached to the11 list and see --12 A. Yes.13 Q. -- how many of them don't have wire14 instructions? 15 A. Well...16 Q. It looks like you are saying in the third17 paragraph of your memorandum, "It should be noted18 that all of the wires shown in 'green' are the ones19 that need to be resolved."20 What did you mean by that?21 A. That means that we need to try and find22 out -- find a document, wiring instructions or some23 further information that would give us the background24 information on that transfer.25 Q. So, in other words, fair to say that those

681 are the ones, the ones in green are the ones that you2 were unable to find a wire instruction --3 A. I don't know what --4 Q. -- form for -- just let me finish what I'm5 saying. 6 A. I don't know which ones are green, but,7 yes. 8 Q. Right. But that's what it says?9 A. Yes.10 Q. If you look at the Schedule of Wire11 Transactions Not Recorded on Books from September12 2004 to June 2006.13 A. Yes.14 Q. Certain of the entries are shaded and I'm15 not referring to ones that are totals. Each of the16 monthly totals are shaded.17 A. Yes.18 Q. But, for example, if you turn to the19 second page of the schedule, in March, March 25th,20 2005. 21 A. Yes.22 Q. There is a shaded entry that is not a23 total. It's difficult to read, but the number24 appears to be 26,315.42 to "Home Abstract & Title25 3011 Jefferson/2525 F."




691 Do you see that?2 A. Yes.3 Q. Do you believe that that is one of the4 shaded green entries? And I see that you are looking5 here back at the exhibits. Are you looking to see if6 there's a wire form for that one?7 A. No. I was looking at -- there seems to8 be -- this seems to not be a complete document9 because of I say Exhibit 5. I wrote exhibits on

10 these. And I would have noted Exhibit 5 on the11 spreadsheet that would show what that -- what that12 related to. 13 Q. Okay.14 A. So I think there was -- I think this15 spreadsheet had more to it, but I'm not sure how much16 more. 17 Q. So just to clarify, you think that the18 Schedule of Wire Transactions Not Recorded on Books19 from September 2004 to June 2006 would have had20 handwritten notes on it?21 A. Yes. In fact, I know because when I --22 when I went through and took all of these, I gave the23 list back to Curtis and he made notes on some and24 then I tried to find those. And I think you will see25 these ones that say Exhibit 9. There's -- there was

Sheet 18

701 more of a spreadsheet that's got a later update2 that's got what Exhibit 9 was related to.3 Q. Okay.4 A. That's my recollection. So it's not to5 say anything other than I'm not sure this printed6 everything or is the latest updated sheet off of the7 -- off the spreadsheet.8 Q. Do you know where we would find the9 updated -- 10 A. It should be on that computer that I had11 with them under Excel.12 Q. Under Excel?13 A. Yeah. The spreadsheet software.14 Q. Okay. What procedures did you go through15 to identify the wire -- the outstanding wires?16 A. My recollection would have been that I17 took the list that was prepared by one of the18 employees that showed transfer -- wire transfers in19 an attempt to reconcile that amount to a wire20 transfer document.21 Q. Let's look at the Schedule of Wire22 Transactions. On the second page at the very top23 there's an entry under January 5th, 2005 to RG. What24 do those initials represent?25 A. I don't know.

711 Q. Could it be Richard Groeneweg?2 A. It could be.3 Q. Where would those initials have come from?4 A. They would have -- when we prepared --5 this is my recollection. When we prepared this list,6 Curtis would write down what he thought -- thought7 they were. And then I -- I took the handwritten list8 that he had and typed those in.9 Q. So it is Curtis's handwritten list that10 you went off of?11 A. Yes.12 Q. So he prepared the list based on what he13 received from APS employees as to --14 A. Well, no. I think he had copies of these,15 of some of these documents and he was attempting to16 reconcile all of those documents to that list that an17 employee had done that showed the payouts.18 Q. So the employees kept a list of all of the19 outstanding wires --20 A. Yes.21 Q. -- from --22 A. Every -- every day they took the bank23 transactions. They got a transcript from the bank.24 They took the bank transactions and listed all the25 transactions, both cash out and revenues in. Okay.

721 They put it on a spreadsheet. Those spreadsheets2 should be in the APS Trust area. I don't know where3 they would keep them. But those would show a4 wire trans -- there' a column, my recollection is5 there's a column that says "Wire Transfers," and6 there was transfers in, transfers out, and it would7 have come off of that list.8 Q. So Curtis would have taken that list and9 he would have gone through all of the wire10 instructions? 11 A. Yes.12 Q. And prepared a list of the entries from13 the employees that did not have a wire instruction?14 A. That's my -- that's my understanding of15 it. 16 Q. And then he came to you and said can you17 find -- 18 A. Yes. And I attempted to go to the bank to19 get copies and they were successful in getting a lot20 of copies back. Because Curtis never kept all of the21 copies of the transfers that he had done.22 Q. Let's take another look at the schedule.23 On the second page under March, there's an entry24 March 25th, 2005 for 315,000, and it says, "Line" and25 then there's a handwritten note "Drew Downs."




731 Whose handwriting is that?2 A. That would have been Curtis. I don't know3 what that means, even.4 Q. Do you know who Drew Downs is?5 A. No.6 Q. Take a look at the subsequent pages.7 There's handwriting on the subsequent pages of the8 schedule as well. Is all of that handwriting9 Curtis's? 10 A. Yes.11 Q. What do the initials CM stand for?12 A. Where are you looking?13 Q. That appears on the bottom of the14 second -- 15 A. Like December you're talking about?16 Q. It appears several places. I'm looking at17 June 1st, 2005. There's a CM. There's also one on18 August 26th. 19 A. I don't know.20 Q. Do you think that could be Clare Morse?21 A. It could be. It looks like Curtis's22 handwriting. 23 Q. You're referring to the last page of the24 schedule? 25 A. I'm referring to November 2005.

Sheet 19

741 Q. Where there's a CM next to --2 A. Yeah. There's a CM up on October, too.3 There's two of them there.4 Q. Right. So there's the first one you were5 referring to was 11/17/05?6 A. Well, up on 10/14/05, there's one that7 says "CM." 8 Q. Right. A typewritten "CM"?9 A. Yes.

10 Q. Right. And then --11 A. On the 29th there's a "CM". This, I12 suspect, that REO was something that Clare Morse was13 doing and so Curtis wrote Clare Morse on there14 because he knew what REO was. I didn't.15 Q. And you are looking at the 11/17/05 entry?16 A. Yes.17 Q. For, it looks like, 38,275 with a18 typewritten "REO" and a handwritten "CM" next to it?19 A. Yes.20 Q. Go back to the second page of this21 schedule, please, at the very bottom. There's an22 entry on -- it's the very last entry, 6/15/05.23 A. Yes.24 Q. "Lift." Do you know what that is?25 A. I do not.

751 Q. And then up at the top of that page, the2 January 12, 2005 entry, "GO Capital."3 A. I don't know.4 MS. VARTABEDIAN: Let's take a quick5 break. 6 THE WITNESS: Two or three?7 MS. VARTABEDIAN: Three or four.8 (Break)9 Q. (By Ms. Vartabedian) Let's turn back to10 Exhibit 7, which is Mr. Hashimoto's expert report.11 Specifically, Exhibit 5.12 A. Just wait a minute until I can find where13 we are here. 14 Q. I'm getting ahead of things. Sorry.15 A. I didn't bring any briefcase to carry all16 of this stuff home.17 Q. That's okay. Those are the court18 reporter's. 19 A. Where we at now? Which is Mark20 Hashimoto's declaration? Oh, okay.21 MR. HASHIMOTO: I think you're actually22 looking at the exhibit.23 MS. VARTABEDIAN: No. Exhibit 7.24 THE WITNESS: Seven. And what am I25 looking at?

761 Q. (By Ms. Vartabedian) Exhibit 5 in Exhibit2 7. 3 A. Exhibit 5. You must have used about six4 thousand trees in doing all of this.5 Okay.6 Q. Okay. So this is a Solvency Analysis For7 The Years Ending December 31, 2001 Through 2005. And8 I want to direct your attention under Assets to the9 Short Term Loans.10 A. Okay.11 Q. And just have you take a look at the names12 listed under the Short Term Loans and tell me if you13 recognize any of the individuals listed there.14 A. Mark Weber.15 Q. We talked about him earlier. Anything16 particular to Mr. Weber?17 A. Not that I know. I just know him.18 Q. You know him personally?19 A. Well, he's come in the office and I've met20 him before, so I know him. I know him, but he's not21 my friend or anything else.22 Q. What is his relationship to APS?23 A. Well...24 Q. Apparently, he got a loan.25 A. My recollection is that at one time he




771 wanted to buy some of the houses that -- the houses2 that were in Kansas City and fix them up at Curtis's3 expense and flip the houses.4 Q. Okay. Anybody else that you recognize?5 A. I don't.6 Q. Do you know if this loan reflected in 20017 relates to the real estate venture that you were just8 describing? 9 A. No.

10 Q. It doesn't or you don't know?11 A. I don't know.12 Q. Have you ever heard of an individual named13 Martin Pool? 14 A. Yes.15 Q. What do you know about Martin Pool?16 A. When I was asked to try to track down all17 of the properties that had been paid for by APS's18 trust fund, Martin Pool owned some -- had title to19 some of the properties in Kansas City and I think20 Oklahoma City, and just so I seen his name on some of21 it, and some of the properties had to be transferred22 out of Martin Pool's name. He had to do a Quitclaim23 Deed of those properties to get them out of his name.24 That's how I know him.25 Q. Who did he --

Sheet 20

781 A. So I met him once.2 Q. Where did you meet him?3 A. He came in the office to sign those4 Quitclaim Deeds.5 Q. He was quitclaiming them to who?6 A. He was quitclaiming them to LJP.7 Q. What was the purpose of that again?8 A. Well, they were trying to consolidate all9 of those in the clearing account of LJP and they

10 wanted to get all of the titles of all those11 properties in one location and that clearinghouse was12 LJP. So they had properties from Clare Morse that13 was in Clare Morse's name. They transferred -- they14 quitclaimed those over. Martin Pool, they15 quitclaimed those over.16 Q. And those properties didn't have any value17 presumably, or do you know?18 A. Well, minimal value.19 Q. Okay. Turn to the next page of this20 exhibit, so Exhibit 5, page 2. And there are some --21 oh, sorry, back on page 1.22 A. Page 1 of that same exhibit?23 Q. Yeah. "Other Assets" right at the bottom24 of that page that you have got.25 A. Okay.

791 Q. Do you know Merlin Mining?2 A. No.3 Q. Penn Mutual?4 A. No.5 Q. Kruz Stock?6 A. No.7 Q. Now, let's look at the Liabilities. Have8 you ever heard of Mike Wright?9 A. No.10 Q. Let's turn to Exhibit 6, please. This is11 the Solvency Analysis For The Years Ending December12 31, 2006 Through 2013. Let's go through the Short13 Term Loans here, also. Please tell me those names14 you recognize? 15 A. Andrew Arrambide.16 Q. Right. We talked about him. Are these17 the amounts that you believe were loaned to him for18 the Peru property?19 A. Yes. Well, I believe that's true. Yes.20 Q. Okay.21 A. Bluffdale Properties.22 Q. What is that?23 A. That was -- that was a home that was24 purchased by Curtis with the bank holding a note.25 Q. Okay.

801 A. I think it was rented.2 Q. All right.3 A. LJP, yes.4 Q. Do you know what the loan amounts --5 A. Yes.6 Q. -- represent here?7 A. Monies had to be put in LJP Properties to8 pay expenses on houses, houses that were being shut9 down because the city was or the county -- they had10 to be repaired. They were to pay off different11 things that were outstanding in those investment12 areas and that's the amount that had to be funded.13 Q. All of the loans were to basically pay14 expenses associated with properties held by LJP?15 A. Yes.16 Q. Mike Memmott?17 A. Mike was -- I know Mike would come in the18 office all the time. And Curtis was always loaning19 him money. I don't know what the money was used for.20 He wouldn't -- that was one of the mystery things. I21 kept telling him that it probably was not the best22 thing for him to do, to loan money, because he never23 repaid anything.24 Q. What did Curtis say?25 A. He just ignored me.




811 Q. Curtis ignored you?2 A. Uh-huh (affirmative).3 Q. We're talking about, I presume, Mike4 Memmott, Jr. ? 5 A. Yes.6 Q. Do you know what Mike Memmott did for a7 living, or what he did with the money that Curtis8 loaned him? 9 A. I do not.

10 Q. Do you have any knowledge of whether Mike11 Memmott has any of the money left?12 A. I have no knowledge of that at all.13 Q. Whether any of the investments that may14 have been made with the money still exist?15 A. I don't. I don't have any knowledge of16 any of the money that he had.17 Q. Do you know who Mike Memmott, Sr. is?18 A. His dad, but I -- I don't believe I've19 ever met him or have any knowledge about him, other20 than through Learnframe.21 Q. And when you say "through Learnframe," you22 are referring to the money that was loaned from APS23 to Learnframe? 24 A. Yes.25 Q. Are you aware of any other money that was

Sheet 21

821 loaned to Mr. Memmott, Sr.?2 A. I don't know of any.3 Q. Or his wife, Shauna Memmott?4 A. I don't know of -- I had nothing to do5 with that. Close to the vest.6 Q. Any knowledge of Memmott, Sr. or his wife7 Shauna's ability to pay if the Receiver was able to8 get a judgment --9 A. I have no idea. Of course, he passed

10 away, so I -- 11 Q. I'm talking about Senior now.12 A. Oh. I don't know. I don't know his13 financial condition at all.14 Q. Okay. The next one down from Mike Memmott15 is Watson. Do you know who that is?16 A. I do know the name, but I don't know17 anything about that transaction.18 Q. It looks like there were a few. No19 knowledge about those transactions?20 A. Which one?21 Q. I guess that's the same one. Is that the22 same 7,000? 23 A. Yeah.24 Q. American Pension 401K, what are these25 loans?

831 A. That was monies that was advanced to2 American Pensions when they first got started3 operationally. They didn't have any money to pay --4 pay their debts, pay their payroll or anything else,5 so that money had to be a vent.6 Q. Chris Barrett, is that who we talked about7 earlier? 8 A. Yes?9 Q. For the wedding?10 A. Yes.11 Q. Courseware?12 A. I don't know anything about Courseware.13 Q. Shareholders?14 A. I don't know anything about that.15 Q. Any idea what that is referring to?16 A. Nope.17 Q. Do you think that's a company name?18 A. I don't recognize it at all. I don't know19 what that is. 20 Q. Innovative Services?21 A. That was part of Mike Memmott's company.22 Innovative Equity Partners was part of Mike Memmott.23 Sawtell Capital was part of Mike Memmott.24 Q. Mike Memmott?25 A. Yeah.

841 Q. I'm not sure how to say the next name2 under Sawtell. Soane Afeake, perhaps?3 A. Yes.4 Q. Any knowledge about that?5 A. Yes.6 Q. Okay.7 A. He was a purchase -- was he a purchaser?8 I say yes, but he came into the office and asked9 Curtis for a loan. Curtis knew him through the Boy10 Scouts and he was trying to -- my recollection is he11 was trying to sell his house and it was down in12 Rose Park and so he loaned this guy this $1300.13 Q. $1300 for what?14 A. I think it was to repair his house or get15 power back to his house or something so he could get16 it ready to sell.17 Q. Sure Storage USA, LLC.18 A. Sure Storage was a storage unit in, I want19 to say, Arizona. Curtis made two loans for $150,00020 to Sure Storage, and I think they went into21 bankruptcy. 22 Q. What is reflected here is a $75,000 loan,23 but you think there was more?24 A. No. I think there was a 75 plus 75.25 Q. Oh, okay. A total of 150?




851 A. Well, maybe there was only 75. I thought2 there was 150, but maybe only 75.3 Q. Do you know why he made that loan to4 Sure Storage? 5 A. Say what?6 Q. What was the purpose of the loan?7 A. It was an investment as I understand it.8 Q. Do you know who the principal is of that9 company? 10 A. I do not.11 Q. Anyone associated with that company?12 A. I don't know.13 Q. Okay. Tyler Ayres?14 A. Tyler Ayres was a loan to Tyler Ayres for15 a political contribution. That's what I was told.16 Q. So it was a political contribution or a17 loan? 18 A. Well, it was a loan, but it was -- he --19 he says he was going to repay back, but he was going20 to use the money for political campaigning for a21 position in West Valley City or West Jordan or22 somewhere over there.23 Q. Harold Hardee Payment?24 A. I don't know what that was for.25 Q. Vernal Property Kendrick Note?

Sheet 22

861 A. I know what that was about. That was what2 I talked to you about earlier. Brad Kendrick had, I3 want to say, two pieces of property of which he took4 the equity out. Curtis had a buyer for three houses,5 which included those two houses. So Curtis had to6 pay Brad or had to pay off those notes of the equity7 that Brad Kendrick took out of the houses. That's8 what that is. 9 Q. And Trust Deposit to Judson Pitts?10 A. Yes. That was just he advanced -- he paid11 some trust money. I have no idea what that was12 about. 13 Q. Let's look at the Liabilities. Any14 knowledge of any of these liabilities?15 A. LIC Environmental. LIC Environmental16 owned the First Utah Bank building that -- or they17 had -- they owned it at that time. They didn't own18 it at that time. But that was made by APS to19 Environmental to pay property taxes and rental stuff.20 Q. Okay. Anything else?21 A. Learnframe, I don't have. I don't know22 what that is. 23 Q. Okay.24 A. Payroll Liabilities was accruals at the25 end of the year.

871 Q. Anything else that you recognize under2 Liabilities? 3 A. I don't.4 Q. Okay.5 A. (Reading). I don't know what accounts6 payable is. Chase Card Services is just an7 outstanding float at the end of the year. First Utah8 Bank. I don't know what that is.9 Q. All right. I want to go back to what we10 were talking about earlier with respect to your11 Declaration -- 12 A. Yes.13 Q. -- that you provided in this case and14 particularly the part where you talk about the15 solvency. 16 A. Yes.17 Q. So I want to give you a hypothetical. So18 let's assume that legally APS has a liability for the19 24.6 or so missing money from the master trust20 account. If we add that liability to your insolvency21 analysis, would APS be insolvent, assuming that they22 are liable? 23 A. Are you assuming that they are legally24 liable? 25 Q. Yes.

881 A. Well, yes.2 Q. Then, yes, it would be insolvent?3 A. If that were true, yes.4 Q. Yes. Okay.5 So just to close out a couple of6 questions, do you have any knowledge of any APS7 assets that may exist that are collectibles or8 receivables of APS that should be pursued?9 A. The only two I know about is the ones we10 talked with about with White and Brown.11 Q. The Maryann White and Lionel Brown12 properties? 13 A. Yes. My recollection is that's about14 34,000. They were interest only loans.15 Q. We talked about Christine Barrett, too,16 the wedding. 17 A. Christine Barrett.18 Q. Would you consider that one --19 A. I think that's a lost one.20 Q. Okay. Any others --21 A. No.22 Q. -- you can think of?23 A. No.24 MS. VARTABEDIAN: Okay. Thank you very25 much for your time. We are all done.




891 THE WITNESS: You guys are good.2 (Deposition concluded at 4:40 p.m.)3 -o0o-4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Sheet 23

90 1 REPORTER'S CERTIFICATE 2 3 STATE OF UTAH )

) ss.4 COUNTY OF SALT LAKE ) 5 I, Lisa Bernardo, Registered Professional

Reporter and Notary Public in and for the State of6 Utah, do hereby certify: 7 That on April 6, 2016, prior to being

examined, the witness, BYRON LAMONT SMITH, was duly8 sworn by me to tell the truth, the whole truth, and

nothing but the truth;9

That the testimony of said witness was10 reported by me in stenotype and thereafter

transcribed, and that a full, true, and correct11 transcription of said testimony is set forth in the

preceding pages;12

That in accordance with Rule 30(e), no13 request having been made for the witness to read and

sign, the original transcript was sealed and14 delivered to Ms. Vartabedian for safekeeping. 15 I further certify that I am not kin or

otherwise associated with any of the parties to said16 cause of action and that I am not interested in the

outcome thereof.17

WITNESS MY HAND AND OFFICIAL SEAL this18 11th day of April, 2016. 19 20 21 22 Lisa Bernardo, CSR, RPR 23 24 25






Sheet 1 $12,000 - agree

$$12,000 [3] 34:1,16 35:18 $1300 [2] 84:12,13 $150,000 [1] 84:19 $22 [2] 50:10,18 $24.6 [1] 58:5 $500 [1] 19:14 $60 [1] 19:3 $60,000 [3] 23:14 24:10,19 $7,000 [2] 52:20 54:16 $75,000 [1] 84:22

007 [1] 13:12

11 [14] 6:19,20 26:4,5 42:24

43:6 44:5,8 57:18,22 59:12 62:10 78:21,22

10 [2] 27:25 41:9 10/14/05 [1] 74:6 11 [7] 26:2,2 28:23 33:21,

21 35:15 45:1 11/17/05 [2] 74:5,15 12 [2] 45:1 75:2 12/31/2009 [1] 44:23 12/31/2010 [1] 44:25 13 [1] 45:2 13200 [1] 9:14 15 [2] 4:22 53:11 150 [2] 84:25 85:2 17 [1] 45:21 19.6 [1] 62:23 1969 [2] 14:17,18 1976 [1] 14:10 1979 [1] 9:16 1990 [2] 15:3,11 1992 [1] 15:16 1993 [3] 14:7,19 15:12 1999 [5] 58:1,4,19,22 59:2 1st [1] 73:17

22 [10] 20:11,13 22:23 26:2,5,

6,7 28:24 62:10 78:20 20 [2] 4:22 49:6 2000 [1] 10:12

2001 [6] 16:16,22 52:20 54:5 76:7 77:6

2004 [3] 16:22 68:12 69:19 2005 [7] 68:20 70:23 72:24

73:17,25 75:2 76:7 2006 [5] 17:12 65:6 68:12

69:19 79:12 2008 [1] 13:12 2010 [1] 5:20 2011 [3] 27:25 34:15,25 2013 [2] 11:1 79:12 2014 [10] 11:7 12:8 17:25

52:16 58:4,19 59:3,6,7 61:5

2015 [2] 41:13,20 22 [1] 11:19 24 [2] 58:4 59:3 24.6 [2] 59:4 87:19 24th [1] 59:6 25 [1] 61:13 25,213,000 [1] 61:5 25.2 [1] 59:7 25th [2] 68:19 72:24 26,315.42 [1] 68:24 26th [1] 73:18 27 [1] 59:22 27,000 [1] 59:22 29th [1] 74:11

33 [8] 26:2 38:24 39:2 45:11,

18 58:8 59:13 62:10 3/1 [1] 59:21 3/31/2014 [2] 59:21 61:12 3011 [1] 68:25 31 [3] 58:4 76:7 79:12 315,000 [1] 72:24 31st [5] 58:18,19 59:2,7 61:

4 34,000 [1] 88:14 38,275 [1] 74:17

44 [5] 40:17,19 41:2 62:10,21 4:40 [1] 89:2 401K [5] 8:4,5 44:22 45:5

82:24

408 [1] 51:17 41 [1] 53:8 43 [1] 54:2 44 [5] 53:2,9,10,12,20

55 [19] 28:23 29:3 42:25 43:6,

17,18 61:17,19,22 62:2,2,9,10 69:9,10 75:11 76:1,3 78:20

[1] 9:18 5th [3] 41:13,20 70:23

66 [6] 29:4 52:23,25 54:2 62:

10 79:10 6/15/05 [1] 74:22 60 [1] 24:20

77 [9] 29:15,21 32:23 56:18,

20 65:5 75:10,23 76:2 7,000 [1] 82:22 75 [4] 84:24,24 85:1,2

88 [3] 44:8 64:10,12 80 [2] 13:23 40:8

[2] 9:18,24 834 [1] 59:23

99 [2] 69:25 70:2 93 [1] 16:14

[1] 9:24 [1] 9:14

AABDF [3] 63:17,21,24 ability [1] 82:7 able [3] 47:9 49:20 82:7 above [1] 42:24 Abstract [1] 68:24 account [20] 27:21,23 35:

22,24 36:2,5,11 45:24 46:8 47:5,11,21 50:18 51:5 52:4 55:12 58:16 60:10 78:9 87:20

accountant [3] 17:14 57:

2 58:21 accountant/independent [1] 18:2 accounted [2] 60:20 61:2 accountholders [1] 50:

17 accounting [8] 10:6 17:5

45:25 49:9,14,14 55:15 58:16

accounts [27] 16:13 17:16 18:21 20:5 45:23 46:1,7 47:4,10,11,12,13 48:23 49:2 50:23 51:21 52:10 57:23,24,25 58:3,11,25 60:14,17 61:16 87:5

accruals [1] 86:24 accuracy [2] 61:7,10 accurate [2] 59:8,19 acquired [1] 29:13 across [1] 20:9 action [1] 11:5 actual [1] 66:7 Actually [4] 35:16 58:2,24

75:21 add [1] 87:20 additional [2] 28:24 55:4 address [1] 41:24 adjusted [3] 55:10 59:23

60:3 adjustments [1] 60:4 administrator [1] 50:19 advanced [2] 83:1 86:10 Advisors [2] 23:1 63:10 Afeake [1] 84:2 Affidavit [1] 42:16 affirmative [11] 6:17 9:6

14:15,25 15:19 17:10 24:7 37:13 38:16 65:16 81:2

afternoons [1] 36:12 agent [6] 14:22,22,23 15:4,

5 35:6 agents [2] 15:6,7 ago [4] 4:20,22 5:19 13:24 agree [6] 50:21 58:22 59:

11 60:2 61:4,7

REDACTED

REDACTED

REDACTED

REDACTED




Sheet 2 agreement - California

agreement [1] 34:20 ahead [4] 7:23 57:6 65:4

75:14 allegations [1] 52:6 alleged [2] 11:11,14 Almost [1] 7:21 already [2] 14:13,14 American [5] 44:22 45:5

62:7 82:24 83:2 amount [6] 11:13,17 24:20

50:22 70:19 80:12 amounts [10] 21:21,22 22:

3 51:13 59:19 60:1,2 66:2 79:17 80:4

Analysis [5] 62:22 64:8 76:6 79:11 87:21

Anderson [3] 32:3 33:3 38:9

Andrew [3] 23:7 26:6 79:15

another [2] 24:23 72:22 answer [4] 6:4,8 35:16 47:

15 answered [1] 57:11 answers [2] 6:2,10 any/all [1] 44:6 anybody [9] 12:10,18 18:

23 21:4 36:7 39:9 47:3 63:14 77:4

apologize [1] 41:9 Apparently [1] 76:24 appear [1] 53:3 appears [5] 42:13 61:14

68:24 73:13,16 appointed [2] 12:8 17:23 approval [1] 18:24 approved [2] 20:9 51:19 approximately [1] 58:5 April [6] 11:7 12:8 17:25

58:4 59:3,6 APS [67] 5:1,16,17 8:4,4 10:

9 11:6 12:8 17:3,4,9,11,22 19:4,10,15 20:19 22:9 26:15 27:7 28:14,17 29:2,12 30:9 31:8 35:19,20,21 45:

7,22,23,25 46:7,7 47:3,4 48:11 49:9,10,22 50:7,16,19,22 51:8,12,21 52:12 55:14 57:23,25 58:2,3,15,16,23,25 71:13 72:2 76:22 81:22 86:18 87:18,21 88:6,8

APS's [4] 7:22 50:12,15 77:17

area [1] 72:2 areas [1] 80:12 aren't [1] 52:21 Arizona [1] 84:19 Arrambide [16] 23:7,9,11,

12 24:6,14,16,21,22 25:2,8,15,16 26:6,21 79:15

arrangement [4] 18:1,3,15 56:4

aspect [1] 30:24 asset [5] 5:16,17 30:8 31:8

33:6 assets [10] 26:11 31:14 46:

21 49:11,17,23 51:23 76:8 78:23 88:7

associated [2] 80:14 85:11

assume [2] 43:3 87:18 assuming [6] 58:21 59:8

61:1,11 87:21,23 attached [8] 43:22,24 44:

10 58:8 66:8,12,13 67:10 attempt [3] 65:25 66:15

70:19 attempted [3] 34:8,25 72:

18 attempting [1] 71:15 attention [2] 7:12 76:8 attorney [5] 12:24 42:25

43:5 44:18 51:4 attorneys [1] 28:14 audibly [1] 6:8 audit [1] 15:10 August [2] 65:5 73:18 authorization [1] 52:2 authorize [1] 47:3

aware [7] 11:5 12:7 26:18 54:19 55:17 62:16 81:25

away [2] 33:4 82:10 Ayres [3] 85:13,14,14

Bback [27] 11:2 24:3,18,18

25:14 31:18 34:6,13 35:2 36:20 38:25 45:18 50:22 52:15 56:10,13 60:8 62:19 69:5,23 72:20 74:20 75:9 78:21 84:15 85:19 87:9

background [1] 67:23 bad [1] 52:9 balance [5] 54:4,8 58:14,

16 59:23 balances [2] 58:2,24 Ballard [1] 11:25 bank [27] 5:10,11,13 46:20,

24 48:1 49:1,11,23 51:18,23 57:23,24 58:14,15 59:19,20,21 60:1,18 71:22,23,24 72:18 79:24 86:16 87:8

bankruptcy [1] 84:21 Barrett [6] 33:25 34:1 35:

18 83:6 88:15,17 based [7] 49:8,13 58:14,16,

20 59:13 71:12 basically [1] 80:13 basis [4] 46:4 56:12 58:8,

18 Becker [8] 12:12 19:19 28:

20 39:17 41:22 42:3,9 44:13

become [1] 15:15 Beehive [5] 27:19,20 28:9,

11,11 beginning [2] 48:10 57:25 believe [8] 16:16 32:7 35:

5 36:3 69:3 79:17,19 81:18

believes [1] 22:9 Below [1] 43:4 best [2] 28:5 80:21

between [3] 52:9 58:1,23 beyond [1] 62:7 Bill [2] 19:18 37:21 billed [1] 18:17 Bluffdale [1] 79:21 bonuses [3] 19:10,12,13 book [1] 36:1 booked [4] 36:19 37:3 46:

18,22 bookkeeping [2] 17:17

20:6 books [4] 54:11,12 68:11

69:18 Both [3] 8:6,7 71:25 bottom [5] 22:14 55:25 73:

13 74:21 78:23 bought [2] 23:16 25:24 boxed [1] 27:6 Boy [1] 84:9 Brad [8] 32:3,14 63:18,23

64:2 86:2,6,7 branch [4] 14:23,24 15:2,8 break [4] 38:12,23 75:5,8 brief [1] 13:20 briefcase [1] 75:15 bring [1] 75:15 Brown [3] 37:16 88:10,11 build [1] 23:17 building [7] 23:21,22,23

30:20,21 48:7 86:16 burden [1] 51:2 business [6] 10:6,11,13,

22 17:9 38:6 Businesses [1] 31:6 buy [5] 23:14 24:21 25:15

52:3 77:1 buyer [4] 24:16 25:21,22

86:4 buying [1] 25:22 BYRON [3] 4:3,11,13 B-Y-R-O-N [1] 4:13

Ccabinets [1] 27:14 Cabo [1] 37:18 California [1] 13:13




Sheet 3 called - Dean

called [6] 4:4 12:14 37:9 40:1 41:3 61:16

came [11] 18:21 20:8 24:10,18,18 32:20 35:17 47:24 72:16 78:3 84:8

campaigning [1] 85:20 cancer [1] 33:5 capital [3] 4:13 75:2 83:23 card [5] 55:7,8,22,23 87:6 carry [1] 75:15 case [10] 4:15 5:9 11:10 15:

13,15,21,22 30:2 39:7 87:13

cases [2] 26:14 28:15 cash [17] 49:10,23 57:24

58:1,4,10,14,17,23 59:3,7,12,16,23 61:5,12 71:25

caused [3] 51:7,8,10 cc [1] 42:20 cc's [1] 42:6 cease [1] 10:16 ceased [1] 10:17 cell [2] 9:19,21 Center [2] 16:3 30:18 certain [2] 61:16 68:14 certificate [1] 13:10 certificates [2] 29:7,10 change [3] 15:1 51:13 61:

6 changed [1] 7:7 charged [1] 37:1 charitable [2] 10:18,25 Charlevoix [1] 63:9 Chase [1] 87:6 check [4] 25:14 36:13 47:

24 55:25 checks [13] 47:23 48:24,

25 49:1,3 59:17,22,24,25 60:9,11,15 65:24

chief [5] 14:23,24 15:2,9,11

Chris [2] 33:25 83:6 Christine [6] 33:25 34:1,

10,11 88:15,17 Christmastime [1] 19:13

citizen [1] 24:22 City [13] 16:3,6,14,18,19,24

17:2 37:10 77:2,19,20 80:9 85:21

Clare [12] 22:12,25 23:5,7,9 26:6 30:21 73:20 74:12,13 78:12,13

Clarence [3] 26:4,5 37:17 clarify [1] 69:17 classify [3] 20:10 36:13

55:18 cleaned [2] 27:8,16 clear [2] 16:9 17:22 cleared [3] 59:18 60:1,11 clearing [1] 78:9 clearinghouse [2] 25:13

78:11 client [8] 5:17,17 52:10 57:

25 58:2,23 61:16 66:5 clients [2] 10:14 50:21 client's [1] 51:2 close [3] 27:21 82:5 88:5 closed [4] 27:23 28:1,2,11 clue [4] 23:2,2 26:25 56:11 CM [8] 73:11,17 74:1,2,7,8,

11,18 Code [1] 51:18 Colemere [3] 39:13,14 44:

18

[1] 42:7 collect [1] 35:1 collectible [1] 29:2 collectibles [2] 20:18 88:

7 column [4] 29:6 60:9 72:4,

5 combined [3] 58:1,15,23 come [13] 20:2 23:12 24:

12 25:4 27:11 36:15,16 50:6,21 71:3 72:7 76:19 80:17

comes [1] 36:7 comfortable [1] 42:17 coming [1] 60:13

Commercial [7] 23:1,4 26:6 63:4,7,10,12

Commission [1] 11:6 common [1] 20:1 Communication [1] 41:3 communications [1] 41:

8 companies [1] 29:19 company [5] 49:3 83:17,

21 85:9,11 compare [1] 67:10 compared [1] 46:21 compares [1] 58:13 Complaint [1] 11:20 complete [1] 69:8 completed [1] 13:1 computer [7] 7:20,22,24 8:

8,14 33:9 70:10 concerned [1] 38:19 concluded [1] 89:2 condition [1] 82:13 connection [5] 5:3 10:21

28:18 31:2 38:4 consider [2] 17:18 88:18 considers [1] 20:18 consolidate [1] 78:8 consolidated [1] 23:16 Construction [1] 13:24 contact [1] 34:24 contacted [2] 34:10,11 contained [2] 58:3,24 contains [1] 41:3 continuation [1] 22:24 continuing [1] 29:3 contract [2] 18:12,12 contractor [2] 17:19 18:2 contractual [1] 56:3 contribution [2] 85:15,16 control [1] 46:17 controlled [4] 45:24 46:8,

13 47:2 convenience [1] 42:18 copies [7] 7:25 26:22 66:

15 71:14 72:19,20,21 copy [12] 8:21 9:2,4 11:24

44:12,15,17,21,24 66:3,24,24

corner [1] 53:6 correct [2] 58:21 61:11 correspondence [1] 41:

16 couldn't [4] 32:1,2 65:21,

22 Council [4] 16:19,21,24

17:2 county [1] 80:9 couple [3] 7:6 57:7 88:5 course [1] 82:9 Courseware [2] 83:11,12 court [3] 6:1 30:2 75:17 cover [1] 43:20 CPA [1] 13:10 credit [4] 55:7,8,21,23 currently [2] 9:13,25 Curtis [56] 11:7 19:21 20:2

21:11 23:12,13,13 24:2,13,13 27:8,16 30:22,25 31:17,18 32:5,12,15,16,20 34:1,4,5,7 35:18 36:4 39:7 45:24 46:12,25 47:1,8,9 52:19 54:20 56:5 65:6,14,15 69:23 71:6 72:8,20 73:2 74:13 79:24 80:18,24 81:1,7 84:9,9,19 86:4,5

Curtis's [5] 48:18 71:9 73:9,21 77:2

custodian [3] 51:21,21,24 cut [1] 39:16

Ddad [1] 81:18 date [1] 59:5 dated [3] 41:12,20 65:5 dates [1] 7:7 day [3] 17:21 18:7 71:22 days [2] 18:10,11

[1] 41:21 Dean [13] 12:12,13,20 19:

19 28:20 39:17 40:3,7 41:21 42:3,15 43:14 44:13

REDACTEDREDACTED

REDACTEDREDACTED




Sheet 4 deanbecker53 - existed

[1] 41:25 debtors [1] 29:18 debts [1] 83:4 December [8] 57:25 58:4,

18,22 59:2 73:15 76:7 79:11

Decker [1] 19:19 Declaration [16] 39:5,24

41:17 42:12 43:1 44:8,13,15,17 45:11,15,19 49:7 50:1 75:20 87:11

declarations [1] 42:17 deductions [1] 55:10 Deed [1] 77:23 deeded [1] 25:11 Deeds [1] 78:4 defaulted [2] 31:25 32:1 defendants [2] 26:1,10 define [1] 49:18 defining [1] 49:16 degree [1] 13:2 dentist [1] 25:24 deposed [1] 52:14 deposit [2] 49:1 86:9 deposition [10] 4:16 5:15

6:22 12:11,15 43:22 52:18 53:2,23 89:2

depositions [2] 4:23 5:21 derivation [2] 62:1,3 described [1] 60:10 describing [1] 77:8 desk [2] 20:9 36:13 details [2] 30:23 32:25 determine [1] 31:19 developer [1] 32:2 developing [1] 32:4 DeYoung [9] 11:7 20:17

39:7,19 41:12,20 44:18 45:25 65:6

DeYoung's [1] 44:14 Diamond [2] 32:24,25 difference [2] 52:9,11 different [3] 52:1 63:11 80:

10 difficult [1] 68:23

dime [1] 34:13 direct [3] 49:1 53:11 76:8 directed [1] 65:13 direction [2] 41:15 66:5 directly [2] 46:15 56:10 Disclosure [2] 56:21 62:

20 disposed [1] 32:8 distribution [6] 52:19 54:

16 55:3,19 56:4,5 distributions [2] 54:13

55:11 dividend [6] 36:21,24 37:7

54:18 55:2 56:5 dividends [2] 54:19 55:11 doctor [1] 25:24 document [21] 6:23 7:14

9:11 20:14,22 21:2,8,19 39:2,10,11,12 43:16 57:4 58:9 64:13,24 66:1 67:22 69:8 70:20

documentation [2] 55:17 56:2

documents [15] 7:15,17 9:1,8 27:13 40:20 43:22,23,25 44:6,9,12 49:25 71:15,16

doing [5] 48:5 63:5 65:20 74:13 76:4

dollar [4] 21:21,22 22:3 60:6

done [10] 4:21 10:6 31:12 54:15 61:11 63:5,9 71:17 72:21 88:25

down [15] 6:1,10 17:20 22:14 23:17 33:11 38:6 41:12 53:11 63:7 71:6 77:16 80:9 82:14 84:11

downhill [1] 52:4 Downs [2] 72:25 73:4 draft [4] 40:2 42:10,12 43:

14 drafted [2] 39:11 40:10 drafting [3] 39:16 45:10,

15

Draper [8] 9:14 16:6,14,18,19 17:1 27:19,20

Drew [2] 72:25 73:4 duly [1] 4:4 during [3] 15:24 16:17 49:

8 duties [1] 16:23

Eeach [8] 6:6 47:17,20 48:1

53:7 54:10 66:20 68:15 earlier [5] 54:25 76:15 83:

7 86:2 87:10 earliest [1] 42:18 earning [1] 10:21 earnings [3] 54:4,9,17 easier [2] 6:5 41:9 East [1] 9:14 education [1] 13:1 effort [1] 64:22 eight [1] 24:16 either [1] 55:14 electronic [1] 9:4 electronically [1] 8:2 elevator [2] 27:11,12 email [6] 41:11,19,24 42:

15,20 43:10 employed [1] 63:5 employee [4] 47:22 48:24,

25 71:17 employees [7] 19:15 30:5

65:23 70:18 71:13,18 72:13

Employees' [1] 48:25 employment [2] 13:21 18:

12 end [7] 27:5 36:19 46:20

47:17,19 86:25 87:7 ended [3] 30:3,22 31:15 ending [4] 44:22,25 76:7

79:11 enough [1] 43:10 entire [1] 18:3 entities [4] 21:24 29:4,13

33:22 entitled [1] 29:6

entity [3] 25:13 51:8 52:12 entries [3] 68:14 69:4 72:

12 entry [7] 68:22 70:23 72:23

74:15,22,22 75:2 Environmental [3] 86:15,

15,19 equity [7] 24:19,20 32:13,

18 83:22 86:4,6 errors [1] 59:15 escrow [1] 26:22 estate [5] 25:22 32:4 34:12

35:6 77:7 even [8] 5:1 6:3 12:21 22:

20 38:18 63:5 65:20 73:3 eventually [1] 28:8 everything [5] 7:22 27:22

45:9 54:8 70:6 exact [1] 11:18 exactly [1] 48:8 EXAMINATION [2] 4:7

15:22 examined [1] 4:5 example [3] 43:4 60:14 68:

18 exceed [1] 49:17 Excel [2] 70:11,12 except [1] 22:5 exception [2] 21:25 51:20 Exchange [1] 11:6 Excluding [1] 59:15 Excuse [1] 17:7 Exhibit [42] 6:19,20 7:13

20:11,13 28:24 38:24 39:1 40:17,19 41:2 43:17,18 45:11,18 52:23,25 53:23 54:2 56:18,20 58:8 59:13 60:8 62:21 64:10,12 69:9,10,25 70:2 75:10,11,22,23 76:1,1,3 78:20,20,22 79:10

exhibits [4] 66:11 67:10 69:5,9

exist [3] 66:12 81:14 88:7 existed [1] 58:18

REDACTED




Sheet 5 existence - independent

existence [1] 10:8 expense [1] 77:3 expenses [11] 46:1,2,17,

23 54:14 55:7,8,9,10 80:8,14

Expert [3] 56:21 62:20 75:10

expire [2] 13:11,13 explained [1] 54:24 expression [1] 21:18 extended [1] 7:6 extent [2] 10:19 39:15

Fface [1] 21:18 fact [4] 24:14 50:7 51:12

69:21 Fair [2] 43:10 67:25 familiar [2] 12:4 37:25 famous [1] 56:23 far [2] 35:6 38:18 favorite [1] 12:6 Federal [3] 44:21,24 46:3 few [6] 7:12 9:12 21:25 41:

7 52:15 82:18 field [2] 15:7,10 fifth [1] 6:25 file [4] 8:9,21 9:2 27:14 filed [2] 11:6 28:19 files [7] 7:20,21 8:1 26:14,

18,25 28:6 finalizing [1] 45:10 finally [1] 7:10 finance [1] 16:8 financial [3] 49:10,19 82:

13 find [12] 8:24 31:22 43:4

66:19 67:7,21,22 68:2 69:24 70:8 72:17 75:12

finding [2] 24:14 66:25 fine [2] 38:17 57:19 finish [2] 6:2 68:4 firm [1] 10:6 first [17] 4:4,18 13:21 16:1

22:7,13 31:11 41:2 42:12 46:6 57:24 58:15 63:24

74:4 83:2 86:16 87:7 five [5] 17:21 18:6 25:21,23

48:13 five-minute [1] 38:12 fix [1] 77:2 fixed [1] 63:9 flip [1] 77:3 float [3] 60:7,16 87:7 floors [1] 23:19 folder [1] 8:8 folks [2] 22:1 45:13 follows [1] 4:5 follow-up [1] 52:15 foreclosed [2] 5:11 32:9 foreign [2] 23:1,9 forensic [1] 57:2 Fork [1] 62:7 form [5] 28:25 39:11 66:7

68:4 69:6 forma [1] 44:13 forward [3] 23:25 42:17

54:5 found [1] 31:23 four [7] 17:20,21 18:6,10,

11 53:3 75:7 Francisco [2] 16:1,2 Friday [1] 36:12 friend [1] 76:21 frontage [1] 27:20 functioning [1] 10:13 fund [1] 77:18 funded [1] 80:12 funding [1] 46:3 funds [7] 45:22 46:6 47:9

51:20 57:24 58:2,24 further [1] 67:23

Ggave [1] 69:22 general [4] 5:8 9:12 11:9

17:16 generally [1] 40:10 generated [2] 66:9,9 George [2] 34:12 35:5 getting [4] 6:4 26:23 72:19

75:14

give [8] 18:18 24:2,21 36:20,22 55:24 67:23 87:17

given [1] 23:13 got [21] 5:14 8:9 12:6 13:25

14:4,8 20:17 28:9,10 44:2 56:2,2,10,13 58:13 70:1,2 71:23 76:24 78:24 83:2

gotten [1] 7:10 green [3] 68:1,6 69:4 green' [1] 67:18 grew [3] 58:5 59:3,7 Groeneweg [2] 37:23 71:

1 group [2] 15:6,23 guess [4] 26:2 28:5 55:21

82:21 guide [1] 42:16 guy [1] 84:12 guys [1] 89:1

Hhalfway [1] 41:11 handed [1] 19:13 handwriting [4] 73:1,7,8,

22 handwritten [6] 65:7 69:

20 71:7,9 72:25 74:18 happened [1] 52:5 happy [1] 6:13 hard [3] 8:21 9:1,4 Hardee [1] 85:23 Harold [1] 85:23 Hashimoto [12] 56:22,25

57:2,22 58:7 60:20,23,25 61:11 62:23 64:3 75:21

Hashimoto's [4] 59:12 62:20 75:10,20

head [5] 6:9,17 14:15,25 38:16

heard [11] 38:1,3 61:15,21,22,23,24 62:1,5 77:12 79:8

hearing [1] 21:25 Heber [12] 61:16,19,22 62:

2,2,9,11,11,14,15,16,18 held [5] 13:7 15:17 16:17

57:24 80:14 help [4] 21:2 36:22 39:9 52:

22 highest [1] 12:25 hillside [1] 62:7 hire [1] 12:23 hired [3] 17:4,11 28:17 history [1] 13:21 hold [1] 13:4 holders [2] 51:6,24 holding [1] 79:24 Holdings [2] 24:19 25:9 home [5] 19:7 50:5 68:24

75:16 79:23 Homes [2] 32:24 63:9 honestly [1] 48:15 hour [4] 18:16,17 19:3 38:

12 hourly [2] 18:14 19:2 hours [5] 17:20,21 18:6,17,

18 house [3] 84:11,14,15 houses [8] 77:1,1,3 80:8,8

86:4,5,7 hypothetical [1] 87:17

Iidea [8] 21:4 22:19 24:5 25:

7 29:9 82:9 83:15 86:11 Identification [1] 29:7 identified [2] 25:25 33:12 identify [1] 70:15 ignored [2] 80:25 81:1 immediately [1] 14:11 impression [1] 47:2 inaccurate [2] 40:13,15 Inc [3] 8:4 35:21 45:7 include [1] 48:3 included [1] 86:5 including [4] 46:1,2 48:3,

4 income [6] 10:21 37:2 44:

21,24 56:11 60:12 increase [1] 58:10 independent [2] 17:18 19:

25




Sheet 6 independently - looks

independently [2] 19:16,17

indicated [1] 54:5 indirectly [1] 46:15 individual [6] 8:10 26:1,

10 31:16 51:5 77:12 individually [2] 32:16,17 individuals [2] 33:22 76:

13 Infamous [1] 56:25 information [10] 21:8,13

27:5 33:14 42:21 43:5,7 61:8 67:23,24

initial [6] 24:24 25:5 39:16 41:15 43:14 44:15

initially [1] 25:18 initials [4] 63:25 70:24 71:

3 73:11 Innovative [2] 83:20,22 inquiry [1] 19:24 insolvency [2] 51:14 87:

20 insolvent [7] 49:9,16 50:7,

9 52:13 87:21 88:2 instead [1] 63:18 instruction [4] 66:7,19 68:

2 72:13 instructions [9] 66:3,4,6,

16,20 67:3,14,22 72:10 intention [1] 11:2 interaction [1] 19:18 interactions [2] 19:20,23 interest [3] 28:25 29:13

88:14 Internal [4] 14:6 51:17,19,

22 International [1] 33:6 interpret [1] 43:8 intimate [1] 21:15 investigation [1] 5:4 investment [13] 24:24 25:

5 31:12 32:14,19 52:3,3 60:6 61:15 62:6,8 80:11 85:7

investments [3] 52:9 62:

17 81:13 investor [3] 58:16 60:13,

17 investors [3] 50:14 51:24

60:5 invoice [2] 18:21,22 involved [3] 13:17 24:15

25:16 IRA [4] 46:16 50:14 51:5,24 IRS [7] 4:20,24 14:12,16,18

15:24 16:4 isn't [1] 59:18 issue [1] 31:2 issued [1] 58:15 issues [2] 19:24 20:1 itself [1] 49:9

JJanuary [2] 70:23 75:2 Jeff [9] 32:3 33:3 38:9 39:

12 44:17 63:17,19,21,22 Jefferson/2525 [1] 68:25 job [8] 13:21 14:21 16:7,9,

17,23 17:13,15 Jordan [1] 85:21 Jr [1] 81:4 judgment [6] 19:25 22:15,

19 23:1,10 82:8 judgments [6] 22:8,9,11,

24 26:1,10 Judson [2] 28:20 86:9 jump [1] 40:9 June [3] 68:12 69:19 73:17

KKansas [3] 37:10 77:2,19 keep [1] 72:3 Kendrick [8] 32:3 63:18,

19,21,22 85:25 86:2,7 Kendrick's [1] 32:14 kept [7] 18:16 26:19 27:4,

13 71:18 72:20 80:21 kids' [1] 63:24 kind [7] 5:25 9:12 19:9 25:

12 40:2 43:5 44:5 kinds [4] 19:12,23 59:18

60:3

knowledge [16] 21:15 26:16 28:13 29:12 31:8 58:20 63:12 81:10,12,15,19 82:6,19 84:4 86:14 88:6

Kruz [1] 79:5 L

L-A [1] 4:13 ladies [1] 10:18 Lake [2] 16:2,3 LAMONT [6] 4:3,11,13 42:

16,20 65:6 [1] 42:4

Land [1] 9:20 landline [1] 9:19 large [7] 15:13,15,20,22 21:

20 22:4,6 Larger [1] 21:23 last [8] 19:3 33:15,20 42:14

48:13 49:7 73:23 74:22 later [1] 70:1 latest [1] 70:6 lawsuits [1] 13:17 lawyers [1] 28:17 Learnframe [11] 29:23,24

30:1,5,5,6,9 81:20,21,23 86:21

least [1] 47:1 leave [1] 36:13 left [3] 32:8 36:12 81:11 legal [3] 30:22,23 31:2 legally [2] 87:18,23 letter [2] 43:20 66:5 level [1] 12:25 liabilities [6] 49:17 79:7

86:13,14,24 87:2 liability [3] 50:17 87:18,20 liable [3] 51:13 87:22,24 LIC [2] 86:15,15 licenses [4] 13:4,6,15,15 Lift [1] 74:24 likely [1] 60:4 limited [1] 7:21 line [3] 53:11,17 72:24 Lionel [2] 37:16 88:11 list [24] 12:6 20:17 26:1 28:

24 44:8 46:22 65:19,20,22 66:1,1 67:9,11 69:23 70:17 71:5,7,9,12,16,18 72:7,8,12

listed [8] 8:10 29:19 33:10 47:23 54:12 71:24 76:12,13

listing [3] 20:17 47:25,25 lists [3] 7:14 29:7 43:6 litigation [4] 26:18 28:6,

18 29:25 little [2] 7:8 21:17 lived [1] 9:15 living [2] 23:18 81:7 LJ [1] 25:11 LJP [13] 24:19 25:9,10,12,

14,15 33:17 78:6,9,12 80:3,7,14

LLC [5] 33:15 37:19 63:17,21 84:17

loan [19] 34:14,20 36:14,17,19 37:5 55:25 56:2 76:24 77:6 80:4,22 84:9,22 85:3,6,14,17,18

Loaned [8] 34:1,3 35:18 79:17 81:8,22 82:1 84:12

loaning [1] 80:18 loans [11] 36:5 54:24 56:9,

12 76:9,12 79:13 80:13 82:25 84:19 88:14

location [2] 33:12 78:11 long [5] 4:20 5:19 9:15 10:

2 25:6 longer [1] 31:8 look [19] 20:21 21:9 22:23

29:3,15 31:13 43:16 45:21 49:6 53:6 60:8,9 68:10 70:21 72:22 73:6 76:11 79:7 86:13

looked [3] 21:17 23:18 40:4

looking [8] 69:4,5,7 73:12,16 74:15 75:22,25

looks [4] 67:16 73:21 74:17 82:18

REDACTED




Sheet 7 losing - office

losing [1] 30:3 loss [8] 50:14,15 51:6,6,7,8,

10 52:4 lost [4] 30:6,22,25 88:19 lot [10] 12:21 45:13 61:16,

19,22 62:2,2,12,13 72:19 lots [4] 62:9,10,16,18

Mmade [13] 18:19,19 19:24

25:2 32:20 60:6 61:16 62:8 69:23 81:14 84:19 85:3 86:18

manage [1] 51:20 managed [3] 45:24 46:8,

13 Management [3] 30:12,

14 33:6 manager [6] 14:22 15:1,5,

13,15,21 maneuver [1] 30:23 many [5] 19:20 26:3 56:7

67:7,13 March [7] 58:19 59:6 61:4

68:19,19 72:23,24 Mark [9] 22:18 26:4 54:6,

15 56:22 60:2 64:2 75:19 76:14

marked [17] 6:19,20 20:11,13 26:2 38:24 39:1 40:17,19 43:17,18 52:23,25 56:18,20 64:10,12

marking [1] 54:2 Martin [5] 77:13,15,18,22

78:14 Maryann [3] 37:12,17 88:

11 master [16] 35:22 45:23,23

46:7,15,19,25 47:4,13,20 50:18 57:23 58:3,10,25 87:19

Master's [2] 13:2 14:9 match [1] 65:25 matched [2] 46:23 48:1 matter [1] 5:8 matters [1] 20:4

Maverick [1] 23:23 Maverik [1] 23:22 MBA [5] 13:2,25 14:2,5,8 mean [13] 5:23 6:24 19:17

21:21 24:6 25:10 31:17 46:13 59:9 63:20 66:4,7 67:20

meaning [1] 43:9 means [2] 67:21 73:3 meant [1] 60:10 meet [2] 49:20 78:2 Memmott [13] 63:10 80:

16 81:4,6,11,17 82:1,3,6,14 83:22,23,24

Memmott's [1] 83:21 memo [3] 65:15 66:13,18 Memorandum [2] 65:5

67:17 memory [5] 13:23 45:12

52:21 65:2,10 Merlin [1] 79:1 met [3] 76:19 78:1 81:19 Michelle [16] 20:17 21:11

22:8 26:13 29:1 39:7,19,25 41:12,16,20 42:13 44:14,18 47:1 55:8

Michelle's [1] 39:21 middle [2] 53:17,20 might [6] 19:8 21:4 29:10

53:1 54:14 57:1 Mike [14] 63:10 79:8 80:16,

17,17 81:3,6,10,17 82:14 83:21,22,23,24

million [10] 11:19 50:10,18 58:6 59:4,7,22 60:6 61:13 62:24

mind [2] 21:10 36:7 minimal [1] 78:18 Mining [1] 79:1 minute [4] 26:3 57:6 65:2

75:12 minutes [2] 38:15,21 misappropriated [3] 11:

14 50:11 52:10 misappropriation [1] 11:

12 miscellaneous [1] 19:8 missing [3] 50:18 66:22

87:19 moment [2] 20:21 62:24 Monday [1] 36:16 money [24] 23:13 24:3,18

25:4 35:17 36:4,11 52:3,9 55:24 80:19,19,22 81:7,11,14,16,22,25 83:3,5 85:20 86:11 87:19

monies [4] 11:12 60:15 80:7 83:1

M-O-N-T [1] 4:14 month [4] 46:21 47:17,20

48:1 monthly [4] 58:9,14,18 68:

16 morning [1] 36:16 Morse [12] 22:12 23:5,8,9

26:4,5,7 30:21 73:20 74:12,13 78:12

Morse's [2] 22:25 78:13 Most [1] 63:4 mostly [3] 19:16,17 48:25 Mountain [2] 32:24 33:1 move [1] 23:25 moved [6] 27:3,6,22 28:3,

9,10 MS [19] 4:8 6:21 20:12 35:

18 38:25 40:18 43:19 52:24 56:19 57:1 61:1 64:4,11 75:4,7,9,23 76:1 88:24

msn [1] 42:6 much [3] 33:13 69:15 88:

25 must [1] 76:3 Mutual [1] 79:3 myself [1] 44:16 mystery [1] 80:20

Nname [23] 4:9 5:11 22:17,

18,25 30:15 31:24 32:3,25 37:25 38:1,3,5,7 39:13 63:24 77:20,22,23 78:13 82:

16 83:17 84:1 named [2] 62:9 77:12 names [4] 22:1 36:9 76:11

79:13 near [1] 11:18 necessary [1] 21:8 need [3] 53:25 67:19,21 negative [1] 61:25 neighbor [1] 33:25 net [3] 24:18,19,20 Never [5] 34:13 56:2,2 72:

20 80:22 next [6] 65:7 74:1,18 78:19

82:14 84:1 Nine [1] 41:10 Nodding [4] 6:17 14:15,25

38:16 None [3] 13:5 22:5,22 Nope [2] 12:19 83:16 note [4] 36:18 72:25 79:24

85:25 noted [2] 67:17 69:10 notes [3] 69:20,23 86:6 nothing [6] 9:4 19:9 20:8

45:14 61:20 82:4 Notice [1] 6:21 November [1] 73:25 number [10] 9:17 18:17 21:

24 22:6 23:19 29:7 44:5 47:24 62:9 68:23

numbers [7] 42:24 43:6 44:8 53:3 59:8 62:12,13

Oo0o [1] 89:3 Oakland [1] 16:1 oath [1] 6:15 obligation [2] 50:12,13 obligations [1] 49:20 obtain [1] 11:24 occupied [1] 31:6 occurred [1] 34:14 October [1] 74:2 office [15] 15:10,24 19:5

23:20 26:15,19 27:1 30:18,20,21 33:10 76:19 78:3




Sheet 8 office - prepared

80:18 84:8 officer [1] 16:8 offices [1] 27:7 offsetting [1] 59:25 often [1] 36:4 Ogden [5] 16:2 24:15,17,

25 25:16 Okay [70] 6:7,14 9:7,12 12:

25 14:4 18:11 20:20 21:1 22:2,7,21 23:6 25:20,25 29:22 31:4,10 32:22 33:2,15 36:25 37:8,15 41:19 45:20 47:9 53:5,8 56:9,10,15 57:22 58:13 59:24 60:1,8,19 61:3,9 63:1,16,20 64:1,3 66:17 69:13 70:3,14 71:25 75:17,20 76:5,6,10 77:4 78:19,25 79:20,25 82:14 84:6,25 85:13 86:20,23 87:4 88:4,20,24

Oklahoma [1] 77:20 old [3] 26:23 30:18 48:7 once [1] 78:1 one [43] 4:25 15:24 21:9 22:

2 23:16 24:22 27:19 30:19 33:3,15 36:18 37:16,17 38:18,20 42:19 46:12,19 47:8 51:20 53:16 54:10 56:23,24 57:17 65:23 66:22,23 67:9 69:3,6 70:17 73:17 74:4,6 76:25 78:11 80:20 82:14,20,21 88:18,19

ones [15] 10:18 21:14 28:21 29:22 33:24 55:4,4 67:18 68:1,1,1,6,15 69:25 88:9

only [17] 7:24 8:1 17:20 21:14 26:20 27:23 28:21 29:25 46:12,16 47:8 56:24 63:7 85:1,2 88:9,14

operate [1] 19:16 operated [1] 19:17 operating [9] 35:24 36:1,5,

11 45:23 46:1,7 47:5 55:

12 operationally [1] 83:3 opinion [14] 26:9 51:9,14

56:1,8,21 57:12,14,14,18,22 58:8 59:12 62:20

opinions [1] 57:13 organized [2] 8:8,22 original [1] 32:19 originally [1] 37:5 Other [26] 4:15,23,23 5:21

6:6 9:1 13:15 16:17 24:4 32:17,18 46:19 48:22 49:4,11,21,23 54:19 55:4,21 62:3 67:25 70:5 78:23 81:19,25

others [6] 22:21 28:22,22 30:17 35:15 88:20

Otherwise [3] 19:24 46:25 56:13

out [24] 19:13 22:5 24:14 27:3,8,16,22,23 40:9 47:18,23 48:23 49:2 54:17 55:10 64:23 67:22 71:25 72:6 77:22,23 86:4,7 88:5

Outgoing [1] 62:22 outlines [1] 42:24 output [2] 65:24,25 outstanding [14] 59:22,

24 60:9,15 64:18,21 65:8 66:14,17 67:5 70:15 71:19 80:11 87:7

over [11] 12:8 25:11 27:21,22 31:25 32:1 40:4 61:13 78:14,15 85:22

own [2] 64:7 86:17 owned [9] 23:5 25:10 31:

14,20 32:16 63:8 77:18 86:16,17

owners [1] 51:25 P

p.m [1] 89:2 page [38] 6:25 7:14 22:13,

22,23 26:4,5,5,6,7 28:23 29:3,3,15,21 32:23 33:20,21 35:15 41:12 53:1,2,3,4,

12,20 54:2 68:19 70:22 72:23 73:23 74:20 75:1 78:19,20,21,22,24

pages [9] 7:13 22:8 26:2 41:10,10 53:4,7 73:6,7

paid [8] 18:22 32:14 47:23 56:10,13,13 77:17 86:10

Paradise [1] 37:18 paragraph [6] 42:14 45:

21,22 49:6,7 67:17 Park [1] 84:12 part [11] 6:23,24 32:14 40:

20 46:6,16,16 83:21,22,23 87:14

particular [4] 20:1 22:3,15 76:16

particularly [2] 22:4 87:14

partner [1] 32:5 partners [2] 33:4 83:22 passed [2] 33:4 82:9 Pause [2] 21:9 48:15 pay [15] 30:3 34:6,11,13 35:

2 80:8,10,13 82:7 83:3,4,4 86:6,6,19

payable [7] 16:13 17:16 18:21 20:5 48:23 49:2 87:6

payees [1] 63:3 payment [2] 56:3 85:23 payments [1] 5:13 payors [1] 63:2 payouts [1] 71:17 payroll [8] 16:13 17:16 18:

20,20 20:4 46:2 83:4 86:24

Penn [1] 79:3 pension [7] 11:12 44:22

45:5 46:2 51:25,25 82:24 Pensions [1] 83:2 people [2] 31:6 36:5 per [1] 53:4 percent [1] 40:8 performed [1] 45:25 performing [1] 10:14

perhaps [1] 84:2 period [3] 16:18 44:22,25 person [1] 38:2 personal [6] 8:17 55:7,8,9

56:6,6 personally [4] 13:18 24:4,

8 76:18 Peru [4] 23:15,15 24:21 79:

18 Peruvian [1] 24:22 phone [1] 9:17 phrase [1] 6:12 physical [1] 53:4 picked [1] 54:18 piece [2] 23:14,16 pieces [4] 23:15 24:17 37:

10 86:3 Pitts [2] 28:20 86:9 places [1] 73:16 plan [3] 11:12 46:2 51:25 plans [1] 52:1 please [12] 4:10 6:12 20:

22 28:16,23 29:16 43:4 45:21 62:21 74:21 79:10,13

plus [1] 84:24 point [2] 50:6 59:24 pointing [1] 23:20 political [4] 16:24 85:15,

16,20 Pool [4] 77:13,15,18 78:14 Pool's [1] 77:22 portions [2] 43:23,24 position [2] 15:17 85:21 possession [1] 9:8 possibly [2] 52:1 56:9 potential [1] 29:1 power [1] 84:15 precious [1] 27:13 preparation [2] 10:25 39:

9 prepare [6] 21:2 42:15 43:

14 64:7,14 65:13 prepared [15] 39:20 42:9

44:6,13,15 46:22 62:23




Sheet 9 prepared - responsibilities

64:17 65:11,23 70:17 71:4,5,12 72:12

preparing [4] 10:15 39:23 50:1 54:7

presumably [1] 78:17 presume [2] 41:21 81:3 previously [2] 13:6 52:14 principal [1] 85:8 printed [1] 70:5 prior [2] 5:6 52:18 pro [1] 44:13 probably [6] 6:3,12 21:14

35:13,14 80:21 procedures [1] 70:14 proceeds [5] 24:3,18 25:8,

13 60:16 Produce [1] 44:6 produced [1] 43:25 production [2] 40:20 44:4 professional [1] 13:15 profit [1] 54:13 profits [2] 54:9,17 properties [33] 25:23,24

31:11,13,14,15,19,19,20,24 32:6,8,10,12,13,13,15,18 33:4,10 62:8 63:8 77:17,19,21,23 78:11,12,16 79:21 80:7,14 88:12

property [24] 23:14,15,17 24:2,4,15,15,17,21,24 25:6,10,15,17 26:21 31:23 32:4 37:10 60:13 62:6 79:18 85:25 86:3,19

provide [3] 21:8 41:17 49:25

provided [8] 9:7 29:1 39:6 40:21 41:1 45:4 56:22 87:13

provides [1] 58:7 providing [3] 44:7,9 50:8 pull [2] 36:4,11 purchase [1] 84:7 purchased [4] 25:6 30:21

62:7 79:24 purchaser [1] 84:7

purpose [4] 64:5 66:18 78:7 85:6

pursue [1] 22:10 pursued [2] 34:7 88:8 pursuing [1] 26:11 push [1] 38:13 put [5] 25:8 26:23 60:18 72:

1 80:7 Q

question [5] 6:3,11 28:16 35:17 53:16

questioning [1] 54:3 questions [10] 6:1 9:13

20:24 41:7 52:15 57:7,9,10 62:25 88:6

Quick [4] 8:13 38:12,20 75:4

QuickBooks [9] 8:13,16,18 37:3 49:15,21 50:2,5 55:15

Quicksilver [2] 30:12,14 Quitclaim [2] 77:22 78:4 quitclaimed [2] 78:14,15 quitclaiming [2] 78:5,6

Rranged [1] 19:14 rate [2] 19:2,3 rather [2] 6:9 41:10 read [4] 11:20,22 57:8 68:

23 Reading [13] 7:1,19 20:25

22:5,12 23:7 53:13,15 57:8,16 63:1 65:3 87:5

ready [4] 20:23 53:14 57:20 84:16

real [6] 16:9 25:22 32:4 34:12 35:6 77:7

realized [1] 50:7 really [2] 8:23 38:20 reason [1] 27:24 recall [15] 5:17,18 11:22,

23 19:2 20:3 21:25 25:5 28:22 30:15,16 37:9 38:3 52:20 66:15

receivable [1] 29:2

receivables [3] 20:18 28:25 88:8

receive [1] 19:10 received [6] 36:20 41:16

43:20 52:19 54:22 71:13 Receiver [5] 12:7 17:23

22:10 29:1 82:7 Receiver's [2] 12:2 57:2 reclassified [4] 36:24 37:

6 54:23 55:5 recognize [29] 6:23 22:10,

12,15,19 23:3 29:4,5,18 30:11,13,19 32:22,24 33:21,24 35:15 39:2 44:2 63:2,6,14,15 64:12 76:13 77:4 79:14 83:18 87:1

recollect [1] 33:1 recollection [14] 7:19 15:

3 25:23 30:4 32:6 41:18 66:1 70:4,16 71:5 72:4 76:25 84:10 88:13

reconcile [4] 65:21,22 70:19 71:16

reconciliation [6] 46:20 47:18,19 54:4,9 59:19

reconciliations [1] 48:6 reconciling [1] 47:10 record [4] 4:9 6:5,11 39:1 recorded [3] 55:14 68:11

69:18 Records [3] 41:3 54:11,12 redone [2] 39:12 40:5 referring [8] 27:10 53:19

68:15 73:23,25 74:5 81:22 83:15

reflected [2] 77:6 84:22 Reflecting [1] 64:18 refresh [1] 65:2 refreshed [1] 65:11 regard [1] 41:17 regarding [1] 59:12 relate [1] 26:14 related [6] 20:4,7 46:2 55:

17 69:12 70:2 relates [1] 77:7

Relating [1] 13:25 relationship [1] 76:22 relied [3] 44:7 45:9 50:1 rely [1] 50:4 relying [3] 45:15 49:22 50:

3 remaining [3] 43:23,24,25 remember [13] 5:1,8,23 7:

15 26:20 38:7 40:6,15 45:14 54:6,11 63:25 64:25

Remington [8] 23:1,3,5 26:5 63:4,6,10,11

rental [3] 31:5,5 86:19 rented [1] 80:1 REO [3] 74:12,14,18 repaid [1] 80:23 repair [1] 84:14 repaired [1] 80:10 repay [1] 85:19 repayment [1] 34:7 repeat [1] 5:25 rephrase [1] 6:13 report [2] 59:9 75:10 reporter [1] 6:1 reporter's [1] 75:18 represent [9] 20:16 22:8

28:18 40:19 43:19 56:20 62:22 70:24 80:6

representative [1] 16:25 represented [1] 28:14 represents [2] 53:18,22 request [6] 39:19,21 41:17

44:4,5,14 requested [1] 43:21 requesting [1] 42:22 requests [4] 7:14,15,18 9:

11 reside [1] 9:13 resolved [1] 67:19 respect [2] 30:13 87:10 responded [1] 9:9 response [5] 7:18 40:23

41:23 43:21 44:4 responsibilities [5] 15:4,

8,20 16:12 17:15




Sheet 10 responsibility - statement

responsibility [1] 50:17 rest [1] 33:7 Restate [1] 28:16 resulting [1] 58:17 retained [1] 54:4 retired [6] 10:2,4 14:7 15:

12,14,18 Retirement [1] 51:5 return [6] 37:2 44:21,24 54:

7,10,18 returns [12] 7:25 8:2,4,10,

19,20 9:5 10:15,25 44:19 45:1,4

Revenue [12] 14:6,22,22,23 15:5,6,7 46:1,18 51:17,19,22

revenues [3] 46:23 47:24 71:25

review [3] 57:6 62:24 65:2 reviewed [4] 39:12 44:7,

17 65:10 reviewing [2] 7:15 45:14 revising [1] 45:10 RG [1] 70:23 Richard [2] 37:23 71:1 road [1] 27:20 room [6] 27:7,7,10,12,17

28:8 Rosa [1] 16:2 Rose [1] 84:12 rough [1] 39:11 rules [2] 5:24 51:22

Ssalary [1] 18:14 sale [4] 24:3 25:8 60:13,16 sales [1] 60:16 salesperson [1] 34:12 Salt [2] 16:2,3 same [3] 78:22 82:21,22 sample [1] 42:16 San [2] 16:1,2 Santa [1] 16:2 saw [1] 45:11 Sawtell [2] 83:23 84:2 saying [7] 46:4 52:8 53:8

59:20 63:22 67:16 68:5 says [15] 12:23 42:15,19,

20 43:4,10 49:7 53:21 57:22 59:22 68:8 72:5,24 74:7 85:19

schedule [10] 18:6,9 68:10,19 69:18 70:21 72:22 73:8,24 74:21

Schlick [1] 37:21 school [1] 14:2 Scouts [1] 84:10 screwed [1] 5:14 search [1] 7:17 searched [2] 7:20 8:24 SEC [3] 5:3 38:5 52:14 second [8] 21:10 29:6 42:

14 68:19 70:22 72:23 73:14 74:20

SEC's [1] 54:3 Section [1] 51:17 Securities [1] 11:6 see [12] 10:12 29:4 31:13

37:13 52:1 53:5 59:19 67:11 69:1,4,5,24

seeking [2] 42:25 43:5 seems [3] 51:4 69:7,8 seen [4] 20:13 34:13 57:4

77:20 segregated [1] 8:7 self-employed [3] 10:5

17:14 18:1 self-employment [1] 17:

4 sell [6] 24:2 32:1,2 52:2 84:

11,16 selling [2] 25:22 32:5 send [1] 40:2 Senior [1] 82:11 sense [1] 56:16 sent [3] 40:3 48:23 64:23 sentence [1] 42:20 September [2] 68:11 69:

19 served [3] 6:22 7:2 17:1 Service [4] 14:6 16:3 51:

19,22 services [6] 10:14 44:22

45:5 49:8 83:20 87:6 seven [2] 24:16 75:24 several [1] 73:16 shaded [4] 68:14,16,22 69:

4 shaking [1] 6:9 shareholder [1] 52:19 Shareholders [1] 83:13 Shauna [1] 82:3 Shauna's [1] 82:7 sheet [6] 18:19 53:16,18,

21 54:4 70:6 sheets [1] 54:8 She's [1] 34:12 Short [3] 76:9,12 79:12 shortfall [10] 58:1,5,10,17,

23 59:3,7,13 61:5,12 shortly [1] 34:25 shoulder [1] 51:3 show [3] 6:18 69:11 72:3 showed [4] 54:16 56:4 70:

18 71:17 showing [6] 20:12 39:1 40:

18 52:24 56:19 64:11 shown [3] 60:17 66:2 67:

18 shows [1] 58:17 shut [2] 38:6 80:8 sign [1] 78:3 signature [2] 48:18 65:7 Silverado [7] 31:11,13,14,

15,20 32:6 33:4 Silverado's [1] 31:24 simpler [1] 8:15 simultaneously [2] 17:6,

8 since [3] 7:10 9:16 50:7 six [6] 24:16 25:21,23,25

62:10 76:3 skipping [1] 42:19 slight [1] 60:4 small [1] 23:24 SMITH [4] 4:3,11,14 65:6

S-M-I-T-H [1] 4:14 Soane [1] 84:2 software [2] 55:15 70:13 sold [14] 24:13,14,17 26:21,

22 31:21 32:2,10,12 33:11,13,13,14 63:8

solely [4] 15:24 21:12 45:5,24

Solvency [3] 76:6 79:11 87:15

Somebody [3] 38:5 46:22 49:4

someone [4] 51:18 52:2 55:24 56:9

sometimes [1] 45:12 somewhere [2] 28:3 85:

22 sorry [3] 14:1 75:14 78:21 sort [2] 10:19 20:10 sound [3] 12:4 37:25 41:5 sounds [2] 16:10 31:7 South [1] 9:14 space [1] 31:6 Spahr's [1] 11:25 specifically [3] 7:13 40:6

75:11 spell [1] 4:12 spreadsheet [10] 33:8,9

54:15 64:17 69:11,15 70:1,7,13 72:1

spreadsheets [1] 72:1 Sr [3] 81:17 82:1,6 St [2] 34:12 35:5 stamp [4] 48:17,20 49:4,4 stamped [1] 49:5 stand [1] 73:11 standing [2] 49:10,19 start [7] 6:4 10:11 14:16

20:23 22:7 48:5 57:18 started [3] 10:12 48:11 83:

2 starting [2] 11:2 58:22 state [2] 4:9 46:3 statement [5] 48:2 58:2,

24 59:20,21




Sheet 11 statements - wages

statements [6] 26:22 46:24 47:11 55:22,23 58:14

status [1] 24:23 steadily [2] 58:5 59:3 stick [1] 22:5 still [8] 10:5,17,17 27:6 35:

6 48:7 60:7 81:14 stock [2] 28:25 79:5 stolen [1] 50:22 storage [16] 26:23,24 27:7,

7,10,12,18,20 28:1,2,8 84:17,18,18,20 85:4

stored [1] 26:15 straight [1] 14:2 Strike [2] 14:1 22:4 stuff [5] 27:3,9 28:3 75:16

86:19 subdivision [1] 31:25 subject [2] 5:8 65:7 submit [1] 18:23 submitted [1] 47:25 Subpoena [6] 6:22,23 7:2,

13 40:23 43:21 subsequent [2] 73:6,7 substantial [1] 19:9 substantially [1] 45:10 successful [2] 66:25 72:

19 sue [2] 50:22 51:7 sued [4] 30:1,2,2,5 suffer [1] 52:4 suffered [1] 51:6 sufficient [2] 49:10,22 suit [2] 23:8,11 summarize [1] 44:5 summary [2] 58:9,21 Supervised [5] 15:6,10,

22 46:14,15 supposed [1] 33:17 surprised [2] 21:17,18 surprising [1] 22:4 surprisingly [1] 22:6 suspect [2] 45:13 74:12 sworn [1] 4:4 system [1] 58:17

Ttalked [12] 12:21 38:10 39:

25,25 44:14 50:11 76:15 79:16 83:6 86:2 88:10,15

tax [18] 7:25 8:2,4,10,19,20 9:5 10:15,25 37:2 44:19,21,24 45:1,4 54:7,10,18

taxation [3] 13:2,3 14:9 taxes [2] 56:13 86:19 taxing [2] 13:23 52:21 tear [1] 23:17 term [4] 49:8 76:9,12 79:13 testified [3] 4:5 42:9 52:18 there' [1] 72:4 thereafter [1] 34:25 There's [22] 22:25 27:12

53:3,20 60:15,15 69:6,25 70:23 72:5,23,25 73:7,17,17 74:1,2,3,4,6,11,21

thinking [4] 12:24 62:11,12,13

third [2] 22:14 67:16 Thompson [1] 39:6 though [1] 64:25 thousand [2] 19:14 76:4 three [16] 4:21 23:15 27:3,

4,5 32:10,12,12,13,15 38:14,15,20 75:6,7 86:4

tie [1] 66:16 title [5] 16:7,9 17:13 68:24

77:18 titles [3] 14:21 16:17 78:10 today [3] 6:15 7:5 12:11 together [1] 7:10 took [16] 19:1 31:25,25 39:

16 46:23 47:25 54:7,10 55:9 69:22 70:17 71:7,22,24 86:3,7

top [4] 6:6 53:6 70:22 75:1 total [3] 22:6 68:23 84:25 totaling [1] 62:23 totals [2] 68:15,16 Town [1] 30:18 trace [1] 31:18 track [3] 18:16 64:22 77:16

tracked [1] 33:11 tracking [1] 63:7 trans [1] 72:4 transaction [1] 82:17 transactions [8] 21:15 68:

11 69:18 70:22 71:23,24,25 82:19

transcript [1] 71:23 transcription [2] 59:9,15 transfer [6] 13:13 47:9 66:

21 67:24 70:18,20 transferred [2] 77:21 78:

13 transfers [7] 47:4 59:16

70:18 72:5,6,6,21 transit [1] 60:3 treated [2] 55:2 56:11 trees [1] 76:4 tried [1] 69:24 true [4] 25:12 26:15 79:19

88:3 trust [20] 35:22 45:23 46:7,

9,16,19,25 47:4,13,21 50:18 57:23 58:3,10,25 72:2 77:18 86:9,11 87:19

trustee [2] 51:18,23 try [3] 66:19 67:21 77:16 trying [3] 78:8 84:10,11 turn [10] 7:12 28:23 33:20

41:8 45:18 62:21 68:18 75:9 78:19 79:10

turned [1] 10:24 two [15] 4:21 7:15 17:6,8

21:13 22:7 32:4 37:9,16 74:3 75:6 84:19 86:3,5 88:9

Tyler [3] 85:13,14,14 type [1] 49:3 typed [1] 71:8 typewritten [2] 74:8,18 typically [2] 19:23 20:4 typo [1] 33:19

UUh-uh [1] 61:25 unable [2] 67:7 68:2

Unauthorized [4] 62:22 64:8,18,19

under [13] 6:15 8:10 51:17,22,22 70:11,12,23 72:23 76:8,12 84:2 87:1

undergraduate [1] 14:2 understand [7] 6:11,16

30:8 31:9 36:23 60:25 85:7

understanding [9] 11:10,11,16 41:22 43:2,13 46:9,10 72:14

undertake [1] 64:7 unit [5] 23:18 27:18 28:1,2

84:18 until [7] 6:2 15:12,17 16:15

17:22 27:1 75:12 up [21] 5:14,14 11:2 18:19

20:2 22:14 27:6 30:3,22 31:15 33:15 48:7 49:3 54:18 60:17 62:7,10 74:2,6 75:1 77:2

update [1] 70:1 updated [2] 70:6,9 USA [1] 84:17 Utah [5] 9:14 57:24 58:15

86:16 87:7 utility [1] 49:3

VValley [1] 85:21 value [2] 78:16,18 various [1] 43:6 VARTABEDIAN [18] 4:8

6:21 20:12 38:25 40:18 43:19 52:24 56:19 57:1 61:1 64:4,11 75:4,7,9,23 76:1 88:24

vent [1] 83:5 venture [1] 77:7 verify [2] 61:9,10 Vernal [2] 31:11 85:25 versus [1] 39:6 vest [1] 82:5

Wwages [2] 30:3,4




Sheet 12 wait - yourself

wait [3] 6:2 26:3 75:12 walk [2] 53:17,21 wanted [4] 22:3 41:7 77:1

78:10 Watson [1] 82:15 way [3] 8:15 40:10 57:19 weak [1] 45:13 Weber [4] 22:18 26:4 76:

14,16 website [2] 12:1,2 wedding [4] 34:2,18 83:9

88:16 week [2] 18:10,11 West [2] 85:21,21 whatever [2] 42:16 54:14 where's [1] 36:18 whether [5] 26:9 33:12 56:

10 81:10,13 White [4] 37:12,17 88:10,

11 whoever [1] 51:7 whom [1] 26:10 widows [1] 10:18 wife [3] 63:24 82:3,6 will [15] 5:25 6:1,3,5,19 20:

16 40:19 42:20 43:16,19 53:11 56:20 62:21,24 69:24

willing [1] 40:1 wire [20] 47:3 65:24,25 66:

7,10,20 67:1,13 68:2,10 69:6,18 70:15,18,19,21 72:4,5,9,13

wires [18] 48:3,3,4 62:22 64:5,8,18,22 65:8,19,21,22 66:14,17 67:5,18 70:15 71:19

wiring [8] 65:25 66:3,4,6,16,19,20 67:22

withdraw [1] 61:23 withholding [1] 46:3 Within [1] 48:13 without [1] 47:10 witness [6] 4:4 60:22,24

75:6,24 89:1

wondering [1] 21:19 word [1] 19:1 wording [1] 40:11 words [2] 40:12 67:25 work [9] 8:13,14 14:11 17:

3,22 19:4,7,15 25:7 worked [10] 4:20,24,25 14:

6,18 16:4,6,14 17:20 48:14

working [3] 9:25 10:9 14:13

worth [2] 26:11 27:4 Wright [1] 79:8 write [3] 36:13 55:25 71:6 writing [1] 35:9 written [2] 25:14 34:20 wrote [2] 69:9 74:13

[1] 12:4 Y

year [5] 36:19 48:6 54:23 86:25 87:7

years [10] 4:22 13:24 16:21 27:4,4,5 48:13 54:10 76:7 79:11

yourself [1] 17:18

REDACTED


EXHIBIT N


IN THE UNITED STATES DISTRICT COURT

DISTRICT OF UTAH CENTRAL DIVISION

SECURITIES AND EXCHANGE )COMMISSION ) Deposition of:

)Plaintiff ) DEAN BECKER

)vs ) Civil No

) 2:14-CV-00309AMERICAN PENSION SERVICES )INC a Utah corporation ) Judge Shelbyand CURTIS L DeYOUNG an ) Magistrate Peadindividual )

)Defendants )

November 7 2014 * 12:16 p m

Location: Ballard Spahr LLPOne Utah Center Suite 800

201 South Main StreetSalt Lake City Utah 84111

Reporter: Lisa D'Elia CSR RPRNotary Public in and for the State of Utah

Sheet 1

2 1 A P P E A R A N C E S 2 FOR THE COURT-APPOINTED RECEIVER: 3 Mark R Gaylord

Tesia Stanley4 BALLARD SPAHR LLP

Attorneys at Law5 201 South Main Street Suite 800

Salt Lake City Utah 841116 Tel: 801 531 3000

Fax: 801 531 30017 Email: gaylord@ballardspahr com

stanleyt@ballardspahr com8

FOR THE PLAINTIFF:9

Cheryl M Mori10 U S SECURITIES AND EXCHANGE COMMISSION

Salt Lake Regional Office11 351 South West Temple Suite 6 100

Salt Lake City Utah 8410112 Tel: 801 524 5796

Fax: 801 524 355813 Email: moric@sec gov 14 FOR THE DEFENDANT: 15 Joshua D Chandler

DURHAM JONES & PINEGAR16 Attorneys at Law

111 East Broadway Suite 90017 Salt Lake City Utah 84111

Tel: 801 415 300018 Fax: 801 415 3500

Email: jchandler@djplaw com19 20 -oOo- 21

I N D E X22

DEAN BECKER: PAGE23

Examination by Mr Gaylord 524 25 -oOo-

3 1 E X H I B I T S 2 NO DESCRIPTION PAGE 3 1 October 7 2008 Minutes of Meeting of

Board of Directors of APS Inc 384

2 Declaration of Dean Becker 565

3 Curtis DeYoung Entities 776

4 Dean Becker Entities 807

4A Quit-Claim Deed 948

5 Memmott Transactions with APS Clients 1119

6 January 2008 Email Chain 11710

7 February 4 2008 Email to Mike Memmott11 from Dean Becker 120 12 8 March 11 2008 Email to Mike Memmott

from Dean Becker 12213

9 May 8 2008 Email to Mike Memmott14 from Dean Becker 124 15 10 August 5 2008 Email to Mike Memmott


11 August 22 2008 Email to Julie Hansen17 from Dean Becker 128 18 12 APS Wire Analysis for Mike Memmott

and Related Entities 12919

13 August 22 2008 Email to Mike Memmott20 from Dean Becker 132 21 14 August 25 2008 Email to Mike Memmott


15 August 26 2008 Email to Mike Memmott23 from Dean Becker 135 24 16 July 17 2009 Email to Mike Memmott


4 1 EXHIBITS CONTINUED 2 17 October 22 2009 Email Chain 140 3 18 November 16 2010 Email to Mike Memmott


19 Prime UK Corporate Resolution 1515

20 June 2010 Email Chain 1536

21 March 31 2009 Email to Curtis DeYoung7 from Dean Becker 155 8 22 March 18 2008 Notice to Zenith Financial

from IRS 1609

23 March 19 2008 Email to Mike Memmott10 from Dean Becker 161 11 24 October 21 2010 Email to Mike Memmott

from Chris Dalton 16212

25 March 23 2011 Email to Mike Memmott13 from Dean Becker 164 14 26 March 22 2011 Email to Raymond Cutler

et al from Dean Becker 16615

27 APS Master Individual Retirement Trust16 Account - First Utah Bank as Custodian 174 17 28 Custodial Services Agreement 175 18 29 Zions Checking Account Withdrawal 178 19 -o0o- 20 21 22 23 24 25

Dean Becker * November 7, 2014

CitiCourt, LLC801-532-3441


51 P R O C E E D I N G S2 3 DEAN BECKER,4 called as a witness, being first duly sworn, was5 examined and testified as follows:6 7 EXAMINATION8 BY MR. GAYLORD:9 Q. Let me just check, is it afternoon yet?10 Yes, it is. Good afternoon, Mr. Becker. My name is11 Mark Gaylord. We've met once before, I believe,12 right? 13 A. Yes.14 Q. Would you please state your full name for15 the record? 16 A. Dean Harold Becker.17 Q. And where do you currently reside?18 A. .19 Q. How long have you lived there?20 A. 21 Q. Married?22 A. Yes.23 Q. Any children?24 A. children. grandchildren. One25 wife.

Sheet 2

61 Q. That's good. I'm assuming you graduated2 from high school?3 A. I graduated from Fonda-Fultonville4 Central High School in Upstate New York. I graduated5 from Brigham Young University in master's -- I mean a6 bachelor's in English in 1976. Graduated from BYU7 law school in 1979.8 Q. Can you give me a brief history of your9 employment? 10 A. I worked for Boyden Kennedy & Romney from11 '79 through '81. I worked for Snow & Halliday from12 '81 through '83. And I was basically independent on13 my own from 1983 through 2001, when I resigned as an14 attorney. 15 Q. Did you have an office on your own?16 A. I've had lots of offices.17 Q. You've moved around?18 A. Yes.19 Q. Generally, where were you?20 A. There was an office in Murray. Several21 down here in Salt Lake. Exchange Place. There was22 one on Third East and about 350 South. No. Second23 East 350 South. And one in the American Towers24 building. 25 Q. After 2001, after you resigned your

71 license, where did you become employed?2 A. I worked for -- I tried to sell some3 computer software for a while. That didn't work out.4 And then I was basically a paralegal for a number of5 different attorneys. Nathan Drage. I don't remember6 who else. And then I worked as a -- I was a7 corporate secretary in a company called Coconnect,8 which was a company trying to do internet, wireless9 internet stuff before they really had the technology10 for it. And then in 2005, I think it was 2005, maybe11 it was 2006, I think it was 2005, I became associated12 with American Pension Services. It probably was13 2006. Probably in the spring of 2006.14 Q. Spring of 2006?15 A. I think so. It could have been 2005.16 Whatever. 17 Q. How long were you with American Pension18 Services? 19 A. Until April 25th, 2014, when the20 Securities and Exchange Commission filed a21 Receivership and told me I was no longer welcome.22 Q. Let me back up to the computer software23 company. What was the name of the company? Do you24 recall? 25 A. I don't remember.

81 Q. Who were the principals?2 A. A guy by the name of George Richards. I3 don't remember. Scott. Scott somebody. Scott4 Adamson. Geez.5 Q. Scott Adamson?6 A. Yes.7 Q. And you were just simply selling software?8 A. Yes. Working at it. They never perfected9 the software, so it didn't last very long.10 Q. Okay. And what period of time did you11 work for that computer software company?12 A. I think it was 2000 to 2001 to 2002, 2003,13 something like that.14 Q. About a year?15 A. Yeah.16 Q. How about a paralegal with -- you17 indicated at one point it was with Nathan Drage. Who18 else, do you recall?19 A. I think that's the only person.20 Q. When were you working for Mr. Drage?21 A. About 2002 to 2003 or '04, and then I got22 in with Coconnect and that lasted about a year and a23 half. 24 Q. And during the period of time when you25 were operating your own law practice, what type of



REDACTEDREDACTED

REDACTE REDA


91 law practice were you undertaking?2 A. Everything. I did divorces. I did3 criminal law. I did civil trials. I did contract4 work. I did estate planning. I did not do any5 intellectual property, but pretty much everything6 else. 7 Q. Was it primarily litigation or was it --8 A. Primarily -- well --9 Q. -- business?10 A. 50/50, probably. 50-percent litigation,11 50-percent business, I guess. In fact, I had quite a12 bit of estate planning I did. So it was half13 litigation and half everything else.14 Q. Did you work for anyone else between the15 time you worked for Coconnect or did you go directly16 from Coconnect to American Pension Services?17 A. I think I went directly from Coconnect to18 American Pension.19 Q. When you first started with American20 Pension Services, can you tell me what your title21 was? 22 A. I was secretary of the company. Corporate23 secretary. 24 Q. And was that why you were hired, to act as25 corporate secretary?

Sheet 3

101 A. Yes.2 Q. And what were your duties and3 responsibilities as the corporate secretary?4 A. They are varied. I would -- when he had5 real estate transactions, I would review -- okay,6 American Pension Services, as you are aware, is --7 administers self-directed IRAs. So lots of clients8 would buy and sell real estate or other things and9 when they would buy or sell, there were always

10 documents to review. Real estate documents, closing11 documents that I would review, sign as the secretary12 of the American Pension Services.13 I prepared deeds. In particular, there14 were a number of properties that were owned by15 American Pension in Kansas City, Oklahoma, and I16 prepared a number of deeds transferring those17 properties back and forth between some entities.18 There were also a number of properties in Ogden that19 I did the same for whenever it was sold or whatever20 the transaction was in connection with those21 properties. 22 I kept corporate minutes. I worked on23 trying to save some properties in Kansas City. There24 was an office building that was there that was -- had25 been owned by the company. In fact, I traveled back

111 to Kansas City. Kansas City and Wichita. There was2 a building in Wichita. Worked on those. Went up to3 Ogden a couple of times. Worked on those properties,4 trying to maximize the amount of money they could get5 out of the property.6 Q. Let me back up, then, if I can and see if7 I can hone in on what your duties then were.8 Obviously, American Pension Services is in the9 business of third-party administration self-directed10 IRAs. 11 A. Right.12 Q. Were you drafting documentation for APS13 clients who were directing investments?14 A. No. I don't think I ever drafted15 documents for them. And as I recall, Curtis16 especially didn't want us to draft any documents for17 them. 18 Q. And let me ask you as a follow-up to that,19 and the reason, I suppose, Mr. DeYoung didn't want20 APS or any one associated with APS drafting documents21 is because it was a self-directed IRA and those22 duties were left to the IRA accountholder?23 A. Yes.24 Q. Because APS didn't have any authority to25 determine, based upon the agreement that the account

121 owners entered into with the bank and APS, all2 direction was to come from the IRA accountholder?3 A. Yes.4 Q. So when you say you were reviewing5 documents to be done, those were documents to be6 managed or that dealt with APS assets and APS7 documentation? 8 A. No. Because the title to property, of9 real property was owned by -- was owned in the name10 of American Pension Services as administrator for11 John Doe, account number 123. And when someone12 wanted -- owned a property in their -- by their IRA13 and their IRA -- they wanted -- the IRA owner14 directed that that property be sold, then someone had15 to sign on behalf of the company and that was me.16 And so I would review those legal documents. I mean,17 the closing documents and the title reports and18 closing statements and all of those items to see if19 they looked appropriate. And if it didn't, to make20 sure it didn't appear as if there was a prohibitive21 transaction going on in which the owner was22 benefiting personally from that sale, or that23 transaction by the IRA. And so my responsibility was24 to review that for that and also to make sure that25 documents looked like they were appropriate.




131 I mean, there were other people in the2 company who reviewed the documents before I looked at3 them, but I was the second step in review and then I4 would sign them for American Pension.5 So in order for the IRA to sell a6 property, I had to -- somebody had to sign it, so I7 signed it. Or if we were buying -- if the IRA was8 buying a property, then I would sign it.9 Q. On behalf of the APS accountholder?10 A. In behalf of the -- no, in behalf of --11 no, on behalf of American Pension Services as12 administrator. 13 Q. For the benefit of the APS accountholder?14 A. Yes, for the benefit of the accountholder.15 Q. So let me, again, backup. So one of your16 tasks as the secretary of APS was to ultimately sign17 off on the directions given to APS for investments by18 the APS accountholders?19 A. Yes.20 Q. And you indicated there were others who21 looked at those, if you will, documents prior to you22 reviewing them, correct?23 A. Correct.24 Q. And when you joined APS in 2006, who was25 employed by as you recall, by APS at the time?

Sheet 4

141 A. There was a lady called Carol. I don't2 remember her last name. She was basically the real3 estate person and the clients would have contact with4 her initially -- well, they would always have -- I5 rarely talked to clients. She would review the real6 estate documents and do whatever she needed to do to7 the documents. And then lots of times she would type8 in the name of American Pension, where to sign it and9 put little stickers where I had to sign, so she did a

10 lot of that work.11 There was also another girl named Shellie,12 but I don't -- she didn't -- she wasn't there that13 long during the time that I was there.14 Q. And what was her job duties?15 A. She was about the same thing. She was16 doing real estate documents.17 Q. Who else was there when you first started?18 A. Who else was there?19 Q. Yes.20 A. Well, there was Chris...21 Q. Dalton?22 A. Yes. But she didn't -- I don't think she23 did any real estate stuff.24 Q. What were her tasks?25 A. I don't -- I don't know.

151 Q. You don't know?2 A. I think she -- I don't know. And then3 there was -- 4 Q. So you don't know what Ms. Dalton's duties5 or responsibilities were?6 A. No. I didn't know specifically what she7 had to do. And Julie Hansen, she was like the office8 manager. 9 Q. Who else at the time you joined?10 A. I think -- I think Marie DeYoung was11 there, who was Curtis' mother. She was more like the12 payroll person or paying the bills. I think she cut13 the checks and stamped them. Curtis was there, of14 course. 15 Q. When you say "Curtis," you are referring16 to Curtis DeYoung, right?17 A. Yes.18 Q. How about Michelle DeYoung, was she there?19 A. No. She wasn't there initially. She20 didn't come into the scene until a year, a year or21 two after I got in. I mean, she was always a person,22 but she, I mean, she was --23 Q. She was not working there on a regular24 basis? 25 A. She was not working at the company, no.

161 Q. And did your duties immediately arise2 where you were reviewing documents and being the3 person signing on behalf of APS for the benefit of4 APS clients? 5 A. Yes.6 Q. And do you recall times where you rejected7 documents provided to APS for signature?8 A. Yes.9 Q. And in what circumstances was that, when10 you determined it was a prohibitive transaction?11 A. When it looked like I thought, yes, it12 seemed to be a prohibitive transaction.13 Q. Did you deal with the APS client to14 overcome whether you believed -- whether your15 interpretation was that it was a prohibitive16 transaction? 17 A. I talked to Carol usually and would tell18 her I saw these problems and then she would resolve19 it with them, or else she would go to Curtis and20 Curtis would resolve it one way or another with the21 -- with the client.22 Q. That wasn't your task to resolve those23 disputes with clients who felt that they were making24 an inappropriate transaction?25 A. Not necessarily. I may have at times, but




171 I don't recall any specific instances, but it's -- it2 wasn't specifically my task, no.3 Q. And in addition to reviewing documents on4 behalf of APS account owners, you indicated you5 prepared deeds. Deeds for what?6 A. That was separate. There were a lot of7 properties that were in the name of -- I believe in8 the name of American Pension Services which were in9 Kansas City and Oklahoma, and Ogden, Utah, which had

10 been acquired in the name of American Pension. They11 were basically slum properties, and a person by the12 name of Clare, Clarence Morse, M-O-R-S-E, was fixing13 the properties up and then, I guess, had the14 intention of reselling the properties and making a15 profit on them, and so he wanted those properties in16 the name of his name or a name of one of his17 companies. I don't recall. Probably one of his18 companies, so that he could turn the utilities on and19 pay, you know, arrange for renters and all of that.20 So I transferred -- prepared documents for the deeds,21 probably a hundred, 150 properties altogether. I22 don't recall. There were a lot. And I did some of23 this before I actually came to American Pension, and24 that's how I got introduced to Curtis, was that Clare25 Morse had asked me to prepare these documents. And

Sheet 5

181 while I was at Coconnect, I did it kind of on the2 side. 3 Q. Now, who is Clare Morse?4 A. How much do you want to know about5 Clare Morse? 6 Q. How were you introduced to Mr. Morse?7 A. Oh, I knew him for -- I knew him for -- I8 don't know how long I knew him before that time. I9 knew him for 10 years before I went to American -- I

10 probably knew him since 1995, maybe even earlier. I11 don't know. 12 Q. And he was involved in buying slum13 properties and converting them and turning them over?14 A. No. I think his involvement at that time,15 he wasn't buying them. Curtis had already acquired16 them, or American Pension acquired them, I guess, and17 he -- Curtis was utilizing him to fix these18 properties up and then to sell them at a profit. So19 I think Mr. Morse went back to Kansas City with some20 working friends of his and attempted to fix those21 properties, which was a difficult process because22 they were in slums. And apparently they would fix a23 property up and then move on to the next one and24 within a couple of days the original property had25 been broken into and all the copper had been taken

191 out of it, so it was a difficult process.2 Q. And you were tasked when you joined3 American Pension was to draft various deeds --4 A. Yeah.5 Q. -- to transfer the property back to, into,6 to do what? 7 A. For whatever reason they transferred the8 properties two or three times back and forth between9 American Pension and whatever the name of Clare10 Morse's company was and then it went back. And at11 some point in time Clare Morse and Curtis had a major12 falling out and I think after that probably -- we13 probably transferred the properties back, had him14 transfer all the properties back to American Pension,15 or no, it was LJP Properties, I believe.16 Q. What is LJP Properties?17 A. That was a limited liability property set18 up with -- that I was a manager of and LaMont Smith19 was a manager of.20 Q. What was the purpose of that entity?21 A. That was to --22 Q. Hold the title to the property?23 A. -- hold titles to the property.24 Q. That were part of the slum properties?25 A. Yes.

201 Q. Did you evaluate at any time how APS came2 to have ownership in this 100 to 150 properties?3 A. I never knew how. I've guessed along the4 way, but I don't know how. I don't. I wasn't5 involved in that.6 Q. You weren't involved at all in how --7 A. Not the acquisition.8 Q. -- the acquisition -- and they were in9 Kansas City, Oklahoma, Ogden. Anywhere else?10 A. There were some properties in Harrisburg,11 Pennsylvania, but --12 Q. Of the same nature?13 A. Yeah. There were some townhomes, I think,14 and then -- well, that's about it.15 Q. Did you ever have any discussions with16 Mr. DeYoung as to why he was investing in these types17 of properties? 18 A. I did not.19 Q. You never were curious as to why Mr.20 DeYoung and APS would be making these kind of21 investments? 22 A. I was curious, but it wasn't my place to23 ask him why, and he wasn't the kind of person that24 you could just chat with like that, so I didn't --25 Q. You were the secretary of the company and




211 it wasn't something that you felt necessary to2 determine why the company was investing in these kind3 of properties? 4 A. No.5 Q. You indicated you held regular board6 meetings. 7 A. I didn't. I made -- no, it was like once8 a year, I prepared minutes about what had happened9 during that year and I submitted those.

10 Q. What other tasks did you perform as11 secretary of American Pension Services?12 A. Well, Curtis had a number of properties13 that were -- 14 Q. When you say "Curtis," did Curtis himself15 have those properties or did APS have those16 properties? 17 A. I think APS always had the title to the18 properties. There was a property in Wendover that I19 can't remember the guy's name. Peterson. I don't20 remember his name. There was a company that Curtis21 was a director of. It was a water company. I don't22 remember the name of the company. And he -- this23 person had borrowed money from the water company that24 was defaulting on it and Curtis bought out the water25 company's position and then made some attempts to

Sheet 6

221 collect the money from this person who had2 disappeared and just was unable to collect the money.3 Q. So just to understand that transaction,4 then, APS loaned money to some unknown individual?5 A. No. They bought the money -- they bought6 the interest of the water company out that had7 originally loaned the money to this person. It was a8 secured transaction.9 Q. Explain that to me. Who bought what?10 A. I don't know. Okay. Mr. X. Mr. X had a11 property out in Wendover and apparently he wanted12 some real -- 13 Q. He needed money or he --14 A. I don't know. I wasn't there. He got the15 water company to loan him money based upon the value16 of this property, and it was a secured transaction,17 and then eventually American Pension came in and18 bought out the water company's position and so the19 water company got out of it. American Pension20 stepped into their position and the property turned21 out to be worth considerably less than what the loan22 was. 23 Q. So were you there when APS bought out the24 water company? 25 A. I was not.

231 Q. That occurred before you joined?2 A. That did.3 Q. What other tasks or duties did you perform4 while associated with APS as its secretary?5 A. Well, there were a number of people -- oh,6 well, we prepared -- Clare Morse became at odds with7 Curtis and so Clare Morse -- Curtis sued Clare Morse8 on a number of lawsuits. I prepared the lawsuits9 because I had the background to do that and I had the10 information in front of me prepared for a guy name11 Bob Rose, Attorney Bob Rose, to file the lawsuit.12 And he was eventually replaced by Judson Pitts, and13 then some of those lawsuits were filed by Denver14 Snuffer. I think David Kono was an attorney that15 did, a couple of those. So I spent a fair amount of16 time preparing pleadings for signature by other17 attorneys. 18 Q. Relating to lawsuits that APS was involved19 in? 20 A. Right. Lawsuits APS was trying to recover21 money that was owing to them.22 Q. So how much time were you spending --23 strike that. Starting when did you assist in suits24 brought by APS in drafting pleadings and stuff? When25 did that start? Immediately?

241 A. I think so. It started almost as soon as2 I got there, yes.3 Q. So you assisted on drafting pleadings for4 suits. What other work did you do at APS as5 secretary? 6 A. Well, I went to seminars. I went to one7 in San Diego, which was put on by my -- I can't8 remember. It was a three-day seminar, actually.9 Maybe a two-day seminar. On items relating to10 self-directed retirement plans, IRAs.11 Q. Just to get a feeling on how they work?12 A. Yes.13 Q. And was Mr. DeYoung a participant at those14 seminars? 15 A. He didn't participate in that one, but he16 did speak at a number of seminars. Some of them I17 went to and some of them I didn't. He attended18 numerous seminars as a speaker, though. And so he --19 but I didn't go to -- I think I went to one. There20 was one down in Arizona he was a speaker at and I21 listened at a couple of his presentations there.22 Q. I mean, I'm just trying to get a lay of23 the land of what you did when you were --24 A. I'm trying to remember everything.25 Q. -- when you were secretary. Let me ask it




251 this way. Were you involved at all in any of the2 financial arrangements or financial transactions that3 were being handled on a daily basis through APS?4 A. No. I didn't have check signing5 authority. I didn't make any decisions regarding the6 expenditure of funds. They moved their offices from7 State Street in Sandy to over in Riverton in 2008,8 2009. I had nothing to do with any decisions. I9 never made any decisions regarding allocations of

10 funds or money. Curtis would have numbers of people11 come in and talk to him and that was always behind12 closed doors. I was never a participant in any of13 those discussions about how he was -- or what he was14 buying or what he was doing with the money. I didn't15 -- I didn't. 16 Q. Did you even know who they were banking --17 who APS's primary banking institution was?18 A. Yeah. It was First Utah Bank because that19 was -- that was where our offices were, right next to20 theirs. And then out in Riverton, we were on the21 third floor and they're on the first floor, so that22 was obvious. 23 Q. And do you know why APS was using First24 Utah Bank as opposed to any other institution?25 A. Nothing specifically, no.

Sheet 7

261 Q. Did you understand that for APS to operate2 as a going concern providing third-party3 self-directed administrative services, it was4 required to have a relationship with First Utah Bank?5 A. They had to have a relationship with6 someone that could be custodian.7 Q. And you understood that was First Utah8 Bank? 9 A. The custodian was First Utah Bank.

10 Q. And you understood that APS would not have11 been able to operate but for their relationship with12 First Utah Bank?13 A. Yes.14 Q. And did you understand that First Utah15 Bank was, indeed, custodian of all accounts16 maintained by APS accountholders?17 A. As far as I was aware, yes.18 Q. It wasn't APS alone?19 A. APS alone?20 Q. Yeah. I mean, APS didn't have the21 accounts, it was the bank who held the APS account22 for the benefit of all of the APS clients.23 A. I know the documents that -- the 5305, or24 whatever the IRS documents were when you establish an25 account with -- when a new person established an

271 account with APS, they had to sign these documents,2 and actually I helped a guy named Jeff Clayton revise3 those documents at some point, probably around 20094 or 2010. 5 Q. Who is Jeff Clayton?6 A. He was an attorney, an ERISA attorney, who7 was at Callister & Nebeker. He's now at Kirton &8 McConkie. But I never spoke with the bank persons9 concerning the relationship, the exact relationship10 between American Pension and the bank. I just knew11 that American Pension was not custodian and that12 First Utah was the custodian and that the13 relationship between them -- well, those documents14 define what the relationship was.15 Q. Did you have any access to any of the bank16 accounts in which APS client monies were deposited?17 A. No.18 Q. Who did?19 A. I don't know. I didn't have any contact.20 Q. You never reviewed any of the account21 statements or bank statements provided by First Utah22 Bank? 23 A. Never.24 Q. Did you ever analyze the account25 statements though the APS clients?

281 A. No.2 Q. Who was responsible for monitoring the3 account statements for APS clients?4 A. Curtis did. I don't know. I guess Curtis5 did. 6 Q. Anyone else?7 A. I'm sure Michelle DeYoung probably did at8 some point. 9 Q. Do you know when she would -- you said she10 wasn't there initially, but do you know when she11 would have started to evaluate account statements?12 A. If she did. I don't know that she did.13 She may have. I know that she was active in14 determining -- helping to determine whether there15 were prohibitive transactions that were happening, so16 she was actively involved in that. That would have17 been around 2008, I'm guessing.18 Q. Was there anyone else, though, who was --19 you indicated a Marie DeYoung. Who is Marie DeYoung?20 A. Mr. DeYoung's mother. She was -- she21 didn't -- I don't think she evaluated accounts. She22 was mostly there to find missing persons' addresses23 and she did some minor accounting, I think. I don't24 think she was involved at all.25 Q. You don't know what her task was? She




291 wasn't writing -- you indicated she might have been2 writing checks or preparing checks?3 A. Oh, she did originally. Okay. She4 originally wrote checks and then LaMont Smith, Byron5 LaMont Smith, became the CFO and he took over that6 task from her. 7 Q. And who is LaMont Smith?8 A. He's a retired IRS agent who came and9 worked for the company. He worked half a day and --

10 Q. When did he start working for the company?11 A. 2007, I guess. I'm guessing 2007, 2008.12 Q. And your only relationship or role in13 terms of the APS/First Utah Bank account was dealing14 with Jeff Clayton on a custodial agreement?15 A. Yes. We tried to redraft that so it more16 accurately reflected what was happening and tried to17 reflect what any changes in the law that took place.18 I don't recall the specific changes.19 Q. Do you recall when that occurred, when you20 were having discussions with Mr. Clayton about the21 custodian agreement?22 A. Probably 2011, 2012.23 Q. And why was the -- was the desire to24 change or modify the custodial agreement, was that a25 request made by the bank to do so or a request made

Sheet 8

301 by Mr. DeYoung?2 A. I think the bank was involved in something3 because I recall that Curtis had had some discussions4 with the bank's attorney and there were some5 concerns, so that may have led to Curtis getting6 ahold of Jeff Clayton and having him review, because7 Jeff was a -- had been an assistant secretary of a8 treasury over ERISA plans at one point in time.9 Q. When you say discussions with an attorney,10 an attorney with the bank?11 A. The bank's attorney.12 Q. Do you know who that was?13 A. Gary. Gary somebody.14 Q. Gary Doctorman?15 A. Yes.16 Q. At Parsons?17 A. I think so.18 Q. And did you have discussions with19 Mr. Doctorman about the need for a new custodian20 agreement? 21 A. No.22 Q. Did you review the old custodian23 agreement? 24 A. I did.25 Q. And did you find problems with the old

311 custodian agreement that were fixed with a new2 custodian agreement?3 A. I don't know. Well, yeah, the old one was4 poorly drafted. I didn't -- it was vague in lots of5 areas, so I tried to redraft it so it was clearer,6 and then from my limited understanding of ERISA and7 self-directed IRA laws, I tried to clarify and make8 it better. 9 Q. Let me ask you a few questions about that,10 if you don't mind. Did you draft the custodial11 services agreement that was ultimately signed or was12 that done by Mr. Doctorman on behalf of the bank?13 A. No. I think -- I don't think Doctorman --14 I don't know that he had any input in the content of15 the agreement. Maybe he did. I don't know. I know16 Jeff Clayton did some drafting and I looked it over17 and made some of my changes. But I don't know if18 Doctorman had any involvement.19 Q. Who is the direct contact between First20 Utah Bank and APS in the drafting of the custodial21 services agreements?22 A. I don't know.23 Q. Do you know if it was Mr. Clayton?24 A. Well, he worked for American Pension. I25 don't know who the bank side person was.

321 Q. But it was your recollection there would2 have been you -- did you receive a draft of the3 custodial services agreement that was redrafted4 whatever date it has? Was that communication you had5 with Mr. Clayton?6 A. Yes.7 Q. And he would have said, here's the draft8 complaint -- of the draft custodial services9 agreement? 10 A. Yes.11 Q. He took a first shot at making changes or12 making suggestions and then passed them to you to13 review? 14 A. Or back and forth several times.15 Q. When you say back and forth, not only with16 you, but back and forth with the bank?17 A. I didn't have any contact with the bank.18 Q. Okay. If I told you that the custodial19 services agreement was signed in September of 2009,20 would that refresh your recollection as to the time21 frame in which those discussions were held?22 A. That sounds good.23 Q. And do you recall any discussions within24 APS, Mr. DeYoung or any one else as, as to the need25 to establish a new custodial services agreement?




331 A. Not specific discussions, but I knew that2 there was concern that it be brought up to date and3 be accurate, and that's why he paid a lot of money to4 Jeff Clayton to get involved.5 Q. And when you say "accurate," accurate in6 what way? 7 A. It just seemed to me as a vague8 recollection that there were maybe some -- there9 weren't typos necessarily, but just vague language in

10 the document. Oh, well, there was -- as I recall,11 Curtis wanted to make sure that it was very clear in12 the document that the client directed how the monies13 were invested and that APS was not a broker or a14 manager or an adviser. So that was -- that was one15 of the things I think that we worked on making it16 very clear that American Pension did not recommend17 investments or tell them how to invest their money.18 It was always the client. The owner of the IRA.19 Q. And why was that a concern of Mr. DeYoung?20 A. I guess he wanted to follow the law.21 Q. During that period of time did you have22 discussions with Mr. DeYoung about the fact that he23 had -- well, strike that. Did you have an24 understanding as to the type of accounts that APS25 maintained with First Utah Bank regarding the APS

Sheet 9

341 clients? 2 A. No.3 Q. Did you understand that APS had a master4 trust account in which APS client account monies were5 deposited? 6 A. I was aware there was a master trust7 account, but I didn't know what money went in and out8 of that. I knew there was also an operating account9 and I didn't know what money went in and out of that,

10 so... 11 Q. And you received -- when you started your12 employment with APS, you were hired as an employee?13 A. No.14 Q. You were hired as what?15 A. An independent contractor.16 Q. How long did you act as an independent17 contractor? 18 A. The whole time.19 Q. You never were a W2 employee for APS?20 A. No.21 Q. You received a 1099 at the end of each22 year? 23 A. Yes.24 Q. How much were you paid?25 A. $75 an hour.

351 Q. And so you had to keep track of all your2 time? 3 A. I did.4 Q. And how did you go about doing that?5 A. I just kept it on an hourly basis what I6 was -- you know, I'd write down just the way an7 attorney does on a billing sheet what I did and8 approximately what I recalled during the day doing,9 so... 10 Q. And did you submit those to APS?11 A. Yes.12 Q. And APS kept copies of those invoices and13 you were paid based upon it?14 A. Yes.15 Q. Did they pull out taxes or were you16 responsible for --17 A. I was responsible for the taxes.18 Q. In essence, you were self-employed?19 A. Yes.20 Q. And that continued all through your21 existence or association with APS?22 A. Yes. Except at the end, I was paid 37.5023 an hour instead of 75 starting in about January of24 2014. 25 Q. Why was that?

361 A. Curtis said he had too many other issues.2 I don't know. I don't know.3 Q. Did he tell you what those issues were?4 A. No. It was apparent that the SEC was one5 of the main issues.6 Q. Did he -- -7 A. He had to pay his attorneys a lot of money8 for whatever they were doing, so...9 Q. Did he cut wages for all of his staff or10 just yours? 11 A. I don't know.12 Q. You weren't in charge of any of the HR13 issues that were occurring at APS?14 A. No.15 Q. You weren't in charge of making sure -- of16 handling payroll?17 A. No.18 Q. Who was in charge of payroll?19 A. LaMont.20 Q. Was there an HR person that was in charge21 of overseeing the employees?22 A. Not a specific person, no.23 Q. Do you know who those duties fell to?24 A. I thought LaMont did all of that.25 Michelle may have done. She did employee




371 evaluations, I was aware, but I don't -- I think2 LaMont did all the paperwork and benefit plans and3 all of that. 4 Q. Did your role as secretary and such with5 APS and duties and responsibilities that you6 undertook in 2006 ever really change or did they7 remain pretty much the same throughout until you were8 let go? 9 A. They changed a little bit when Judson

10 Pitts came in and -- because I wasn't doing the11 litigation support as much.12 Q. When did Mr. Pitts come on board?13 A. I'm thinking January of 2013, because I14 saw that someplace, but I have no specific15 recollection of the date.16 Q. Had you worked with him prior to that?17 A. No. Well, just a tiny bit with Bob Rose.18 Not very much. 19 Q. Bob Rose was a lawyer here in town?20 A. Yes. He was a retiring lawyer, so he was21 turning everything over.22 Q. To Judson Pitts?23 A. Yeah. I think so.24 Q. Where did the company -- as a secretary,25 where did the company maintain its minutes of board

Sheet 10

381 meetings? 2 A. I think I had a file of them. And they3 were on my computer, also. My laptop. I don't -- I4 don't think there was -- it wasn't specifically a5 minute book. 6 Q. In your recollection, how many times did7 the board of directors of American Pension Services8 meet in the period of time that you were associated9 with APS? 10 A. About annually.11 Q. Annually. And you prepared minutes for12 each of the annual meetings?13 A. Yes.14 Q. And that was your task, to prepare the15 annual minutes?16 A. Right. I don't think I did any for the17 last -- I don't know if we did them for 2013. I18 think I did them for 2012, but I'm not sure.19 Q. And those would have been located on your20 computer? 21 A. Yes.22 Q. And that's the same computer that you23 turned over to the Receiver in this case?24 A. Right.25 (EXHIBIT 1 WAS MARKED.)

391 Q. (By Mr. Gaylord) Let me show you a2 document marked Exhibit 1. I'll ask if you recognize3 that document. 4 A. Well, it looks familiar except for the --5 I don't know why the page number stuff is like that6 on the bottom. That wouldn't have been on my copy.7 But, yes, I -- that looks familiar.8 Q. And this is a document you would have9 prepared? 10 A. Yes.11 Q. And if you would, just a couple of things,12 it reflects that the person at the board of directors13 meeting was Curtis DeYoung, if you look at the first14 paragraph -- 15 A. Yeah.16 Q. -- LaMont Smith and Dean Becker.17 A. Right.18 Q. It says, quote, "Being all of the19 directors of the corporation."20 Was that an accurate statement?21 A. Yes.22 Q. So as of October 7, 2008, the board of23 directors consisted of Mr. DeYoung, Mr. Smith, and24 yourself? 25 A. Yes.

401 Q. Did that ever change?2 A. No.3 Q. So up until April of 2014, the board of4 directors consisted of yourself, Mr. Smith, and5 Mr. DeYoung? 6 A. Yes.7 Q. No, if you look at paragraph B.8 A. Yes.9 Q. You appear to run down in the order of10 business that you undertook at this meeting. Do you11 have a recollection of this meeting having taken12 place? 13 A. No. Probably -- this is probably a -- we14 had meetings all the time. But there was no specific15 meeting. This was probably a compendium of all the16 information over a period of time. So it wasn't a17 specific meeting. The meetings were signed, of18 course. I think they're signed, aren't they?19 Q. These aren't signed, but I'm just going to20 kind of work through this and --21 A. All right. Go ahead.22 Q. The second order of business was that you23 reviewed Mr. DeYoung's business of the corporation24 over the year in which he, quote, "indicated that the25 accounts being administered by the corporation




411 increased," and he further indicated "that a2 substantial percentage of the new clients continue to3 be originated from his teaching numerous seminars at4 the Noveau Riche college."5 Do you see that?6 A. Noveau Riche.7 Q. Noveau Riche. Do you recall a8 conversation about that?9 A. Yes.

10 Q. And so he was attending teaching seminars11 from which he was obtaining clients?12 A. Yes.13 Q. And his purpose in going to those seminars14 was to secure clients for APS?15 A. One of the purposes.16 Q. Were you involved in making sure those17 clients signed up with APS or was that somebody18 else's charge? 19 A. That was somebody else.20 Q. Whose?21 A. Probably Julie Hansen.22 Q. So you didn't handle new client accounts?23 A. No.24 Q. The fourth item of business was to review25 software for the company and it was reported that,

Sheet 11

421 quote, "the previous software designer could not2 finish the work promised."3 Do you know what work had been promised?4 A. Oh, someone came in, this is while we were5 still at the State Street office, and promised a6 comprehensive new software program that would be7 wonderful. I think they paid him an awful lot of8 money for that and he never -- he never finished it.9 He was at the office quite a bit. A red-headed long

10 haired guy, but that never happened. In fact, I11 don't think that company ever managed to get a12 completely working functioning software program that13 wasn't based upon the original one.14 Q. The next order of business under paragraph15 E, was a report from you of the legal affairs of the16 corporation. Do you see that?17 A. Yes.18 Q. And you identify, and they're in italics,19 I'm assuming those are the various lawsuits that APS20 was involved in?21 A. Yes.22 Q. Was APS the plaintiff or the defendant in23 those suits? 24 A. Plaintiff.25 Q. And just out of curiosity, I mean, maybe

431 you can't generalize, but was the general nature of2 these suits the collection of monies?3 A. Yes.4 Q. Monies loaned to those people?5 A. Yes.6 Q. And why was APS loaning monies to these7 people? 8 A. I didn't know that. It all happened9 before I got there, so...10 Q. So the transaction involving Burl Outlaw,11 that was something that was done prior to you being12 employed by APS?13 A. Yes.14 Q. The same is true about Kent Hoggan?15 A. Yes.16 Q. Do you recall what the nature, though, of17 the claims were, for example, with Ken Hoggan?18 A. Just a failure to repay him a promissory19 note. 20 Q. Do you know, and these were lawsuits that21 APS brought against the individuals?22 A. Yes.23 Q. So it was APS money that was advanced to24 these individuals?25 A. That was my understanding.

441 Q. Have you got a different understanding2 now? 3 A. No.4 Q. You don't. Have you done any5 investigation to determine whether that understanding6 was correct or incorrect?7 A. No.8 Q. Are you aware that monies, for example,9 Learnframe Trifus, are you aware that over $1.410 million was transferred from APS out of the master11 trust account to Learnframe?12 A. I thought it was 5 million.13 Q. You would know that it was closer to14 $5 million? 15 A. That's my impression.16 Q. Where did you gain that impression?17 A. I don't recall, but that's the impression18 I had. 19 Q. And is that because over the years almost20 $5 million had beginning transferred out of the APS21 master trust account into entities managed or22 controlled by Michael Memmott or Michael Memmott,23 Jr.? 24 A. That was my impression. In fact, one of25 my duties as secretary was I went back to Chicago




451 twice, I believe, and it was the bankruptcy of --2 Q. Trifus.3 A. Yes. And worked with a bankruptcy trustee4 trying to help get money out of Trifus. I don't know5 whatever happened to that. We turned that eventually6 over to Denver Snuffer.7 Q. Get money out of Trifus for what?8 A. For money that had -- Trifus had taken9 from Learnframe, or taken with Learnframe.

10 Q. And that Learnframe was going to let APS11 take that money if they recovered it?12 A. Because -- yes, something to that effect.13 Q. Did you ever, as the secretary of APS,14 consider suing Learnframe or any of the Memmott15 entities for the failure to return the monies that16 had been advanced to them?17 A. That wasn't -- it wasn't my call on18 deciding who to sue or not to sue. It was always19 Curtis' call, so, no, I did not.20 Q. It's fair to say, though, Mr. Becker, that21 you found that the monies transferred to the22 Learnframe entity and/or other Memmott entities was23 for -- there was no adequate or reasonable24 consideration given in return for that?25 A. I cannot say where the money -- I have no

Sheet 12

461 idea what the money was used for, why they -- I had2 no idea what happened. That was all before my time.3 Q. Did you have discussions with Mr. DeYoung4 about the amount of money that had been given to the5 Memmott group or the $5 million?6 A. I did not.7 Q. That's something you identified on your8 own? 9 A. Yes.

10 Q. How did you identify that?11 A. I don't recall. I don't know how I came12 up with the $5 million figure. Maybe it was talking13 with LaMont Smith and we both commiserated that it14 was unfortunate that American -- that Learnframe had15 gotten so much money, seemed to be getting so much16 money. I don't know.17 Q. Did you ever bring that to the attention18 of Mr. DeYoung?19 A. No, because he knew. He was the -- he20 would have been the person directing the distribution21 of funds to Learnframe, so...22 Q. So your impression was he already knew23 about it, there was no reason to bring that to his24 attention, that their monies had not been repaid?25 A. Exactly.

471 Q. Did you have an understanding of2 Mr. DeYoung's relationship with Mike Memmott, Sr.,3 for example? What was the relationship?4 A. They seemed to be friends. I -- several5 times I've got the impression that Curtis was very6 frustrated with him because he didn't seem to produce7 what he promised, but I wasn't -- in fact, I don't8 even know if I could pick Mr. Mike Memmott, Sr. out9 of a crowd. I don't know if I've ever met him.10 Q. How about Michael Memmott, Jr.?11 A. Yes. I know him.12 Q. Do you know him well?13 A. Because he was frequently at the office.14 Q. And why?15 A. I don't know. Curtis went to his office a16 lot, also. But I don't -- I don't know. They had an17 interesting relationship, which I wasn't aware of. I18 mean, I didn't know the nuances.19 Q. And part of that relationship, was the20 fact that APS, through APS Master Trust Fund was21 advancing monies to the Memmotts and Learnframe22 entities? 23 A. I had -- I had -- I didn't know specifics,24 but I -- I had the impression, yes, that that was the25 case.

481 Q. Did you do, as a secretary, any2 independent investigation to determine whether or not3 any monies paid over to the Memmott entities and/or4 the Learnframe entities, what the nature of those5 transactions were?6 A. I have no idea.7 Q. You also mention here Composite8 Technologies, Benton Wilcoxen and Clark Powell. What9 was that? 10 A. That was a case in California where Curtis11 had -- well, American Pension, I guess, loaned Benton12 Wilcoxen, who's the CEO of a company called...13 Q. Composite Technologies?14 A. Composite Technologies. And they made15 high-tension wires for electrical transfer and they16 had some kind of miraculous technology that was17 supposed to make it wonderful. And he had loaned18 them a bunch of money, 400, 450,000, something like19 that, and that was secured by some stock, which at20 that time was well worth almost double that, and then21 they didn't repay and there was a lawsuit. And that22 that was quite an intensive lawsuit and we finally23 got a judgment against him, but I don't know if it24 was able to be collected on that. We tried to take25 the stock and transfer the -- sell the stock, but




491 there was a lot of problems with the stock transfer2 agency not cooperating and Composite Technologies3 failing to cooperate, so it was a lot of -- a lot of4 litigation. 5 Q. So you got a judgment against them, but6 were unable to collect against the judgment?7 A. Right. The judgment, though, wasn't until8 fairly recently. It was the last two or three years.9 I think Judson got the judgment.

10 Q. These others, Gregory Freeman, Hunter11 Wise, Kevin Groeneweg, Corky Chambers, Devan Berrett,12 were these all lawsuits that APS was suing those13 individuals for the advance of funds to them that14 were never repaid?15 A. Let's see. Well, Action Collection, I16 think -- I'm not -- that was -- we resolved that.17 That wasn't a collection action. But Gregory18 Freeman, I think he was loaned 20 or $30,000. Hunter19 Wise, I don't recall why on that one, but they did20 pay. Kevin Groeneweg was another one that loaned21 money, but he paid it back. Corky Chambers22 eventually had to get a lawsuit against them and got23 a judgment and he turned out to be fairly judgment24 proof. Denver Berrett, I think that was a personal25 matter with Curtis. I think he had taken some

Sheet 13

501 pictures of the wedding -- one of his daughter's2 weddings and then didn't -- didn't produce the3 pictures and so Curtis sued him individually on that.4 I don't think that was an APS one. So these others5 were all basically the same.6 Q. How about Cornerstone, what was the7 dispute with Cornerstone, the third from the --8 A. Oh, yeah. That was a lawsuit up in Idaho9 and --

10 Q. What did that involve?11 A. That was -- this was Curtis had loaned12 money, or APS, I don't know who, loaned money on a13 secured buy some lots in a subdivision in Idaho Falls14 maybe, I don't know. Someplace around there. And15 then they didn't pay so we hired an attorney up in16 Idaho and were successful and got a judgment and got17 the money for the company.18 Q. You collected all the money back from19 Cornerstone? 20 A. Yeah. Plus interest. Plus attorney fees.21 Q. And then there's a suit with Clare Morse22 that involved the Old Town Center?23 A. There are numerous suits with Mr. Morse,24 but, yes, that was one of them. Mr. Morse had -- and25 it was really unfortunate. I had been friends with

511 Mr. Morse for a number of years. It's...2 Q. This set of minutes indicates that there3 was a theft by him of over 800,000 --4 A. Yes.5 Q. -- which you understood was a theft of6 800,000 advanced by APS?7 A. No. American Pension -- okay. How did8 that work? Curtis -- Clare found -- Clare Morse9 found this property in Wichita, which he said could10 have been purchased -- well, it was two or $311 million, and so American Pension put a million three,12 something like that, into the building, and the13 building was really -- and bought the building, and14 then the building was really worth more than that,15 which is fine. But, once again, Curtis had put the16 property in the name of one of Clare Morse's17 companies so he could manage the building. Clare18 Morse went and took an $800,000 loan against the19 building, a secured loan, and then took that money20 without Curtis' permission, or knowledge, actually,21 and then he took it and apparently invested it over22 in Hawaii someplace. And Curtis even went to Hawaii23 to try to look at the property and find out how he24 could get the property back. And that turned out to25 be a disaster, also. So he didn't -- Curtis didn't

521 pay Mr. Morse that 800,000. Mr. Morse actually took2 a loan using that property as collateral.3 Q. But it was collateral, it was property4 that APS owned?5 A. I think so.6 Q. APS had paid for?7 A. The property was in the name of LJP8 Properties for a while. I don't know.9 Q. Who owns LJP Properties?10 A. Curtis owned that, too.11 Q. So it was an entity owned by Curtis --12 A. Right.13 Q. -- that was invested in this property?14 A. LaMont Smith and I were the managers, the15 co-managers of it, but we never received any extra16 money from it. 17 Q. But the monies used to buy the property18 would have come from APS?19 A. Yes. I don't know where the monies came20 from. 21 Q. And as far as you understand, do you have22 any understanding whether it came from APS or the23 master trust account?24 A. I don't know.25 Q. Paragraph H, it references, "A new trust




531 agreement/document has been prepared by Mr. Becker to2 more closely define the relationship of American3 Pension with First Utah Bank, and Mr. Becker sent the4 document to the bank's attorney approximately 6 weeks5 ago." 6 A. I guess maybe I did have some contact with7 the bank attorneys, but that would have probably8 eventually along -- someplace along there Jeff9 Clayton would have gotten involved.

10 Q. Again, I want to focus on that for a11 moment. 12 A. All right.13 Q. Were you tasked with the duty to go back14 and look at the old agreement by Mr. DeYoung, or was15 that something that kind of came out of a16 conversation Mr. DeYoung had with the bank?17 A. I think the bank initiated that. I think18 the bank was concerned about some of the provisions19 in it and so my recollection is that the bank20 initiated it. 21 Q. Do you know why it took from the date of22 these minutes until September, almost a year, to get23 that agreement signed?24 A. Because it was -- there were numerous25 copies what went back and forth and I think Jeff --

Sheet 14

541 that's why I think Jeff Clayton got involved and then2 it wasn't a high priority item, I guess.3 Paragraph I, Martin Poole, who he is now4 in prison. He's -- he got convicted of some federal5 offenses. He's doing a number of years in federal6 prison. 7 Q. And did you recover the properties that he8 had been involved in? I guess you acquired the9 company through Martin Poole. Were they liquidated?10 A. It is my understanding that the properties11 were acquired at a cost of about 30 or $35,000 each12 by American Pension, but Mr. Poole sold those. We13 found out later the properties had been probably14 valued at 15 to $20,000 and Poole turned around and15 sold them through Curtis, I mean, probably netted 1016 to $15,000 each without Curtis knowing about it,17 because afterwards those -- a lot of those properties18 were sold in the five to $10,000 ranges. They were19 pretty worthless properties. Mr. Poole worked his20 magic with Curtis, also.21 Q. Now, you testified earlier that you did22 not have any involvement with any of the APS bank23 accounts with First Utah Bank.24 A. I wasn't a signer on any of the accounts.25 Q. Did you have involvement with any of them?

551 A. I don't know what you mean by2 "involvement." 3 Q. Well, did you prepare checks or evaluate4 the bank statements in any way?5 A. I don't think so. No. I don't recall.6 Q. You never looked at the regular account7 statements that came in from First Utah Bank?8 A. No.9 Q. Would you know what account the APS Master10 Trust account was?11 A. No.12 Q. Do you know approximately how much money13 was being held by the APS Master Trust account?14 A. No. I do now, but I didn't at the time.15 I think I know now, but...16 Q. When you say you know now, you know now17 from what source?18 A. Just reading court pleadings and...19 Q. Okay. Prior to the Receiver coming in and20 taking over APS, though, you were not at all involved21 with any of the accounting or relationships as it22 relates to First Utah Bank and their banking23 relationship? 24 A. No. I had a bank account there, but I25 didn't -- my own personal, but I didn't have anything

561 to do with APS.2 Q. Speaking of bank accounts, you had a bank3 account at First Utah Bank?4 A. I had one.5 Q. Where else have you had bank accounts?6 A. Bank of American Fork. Wells Fargo. I7 might have had one at Chase. I don't recall.8 Q. Between 2008 and April of 2014, are those9 the only banks you had banking relationships with?10 A. I think the period of time, I think the11 only banks were Bank of American Fork and First Utah.12 First Utah has now since terminated my account.13 Q. They terminated it or you terminated it?14 A. They did.15 Q. Do you know why?16 A. Well, persons at the bank, they think17 because of my relationship with American Pension.18 Q. They didn't give you any reason?19 A. They didn't give me a reason. Well, I did20 have one -- I had direct deposits -- I made direct21 payments made out of the account and at one point22 there wasn't enough money in the account to cover a23 direct deposit, so that was their reason for24 terminating the account, but...25 (EXHIBIT 2 WAS MARKED.)




571 Q. (By Mr. Gaylord) Let me show you a2 document marked as Exhibit 2. You may recognize this3 as your Declaration that was recently signed.4 A. Right.5 Q. Did you prepare this exhibit?6 A. I reviewed it. I didn't prepare it.7 Q. Who prepared it?8 A. I think Josh did. I'm not sure.9 Q. When was the first time you saw this10 exhibit? 11 A. Two or three days ago.12 Q. Did you make any changes to it after you13 reviewed it? 14 A. I think I might have made -- there seemed15 to be a typo or two in it, but, otherwise, no.16 Q. Where did he get the information to fill17 in here; do you know?18 A. I don't.19 Q. Did you have conversations with him?20 A. I don't know. I had conversations with21 him, but I don't know where he got the information.22 Q. Is the information contained here true and23 correct to the best of your knowledge?24 A. Yes.25 Q. Is there anything you would change as you

Sheet 15

581 sit here today?2 A. No.3 Q. This kind of confirms that, at least, I4 suppose, if you look at paragraph 3, it indicates5 that your first dealings with Mr. DeYoung started in6 2005. Is that accurate?7 A. My first business dealing, that's when I8 was with Coconnect and started preparing the deeds at9 the request of Clare Morse. So that was -- that's

10 accurate. You know, as I think about it now, I might11 have even had a fleeting contact with him through12 Clare Morse even a year before that, but it would13 just be I had heard the name.14 Q. And your initial relationship with15 Mr. Morse was to review a number of deeds16 transferring real properties as part of a transaction17 that APS and Mr. Morse were involved in?18 A. No. I had known Morse for a number of19 years before that.20 Q. But your task, your introduction to21 Mr. DeYoung was in helping review documents as a22 result of a transaction between Mr. Morse,23 Mr. DeYoung, and APS?24 A. It was preparing Quit-Claim Deeds. I25 didn't do any fancy documents. It was just

591 Quit-Claim deeds.2 Q. Quit-Claim Deeds for the properties in3 Kansas City and Oklahoma?4 A. Right.5 Q. If you look at paragraph 4, it goes on and6 says that -- that confirms that he invited you to7 work for APS as an independent contractor to perform8 similar duties, right?9 A. Right.10 Q. And those duties are then reflected in11 paragraph 5; is that right?12 A. Some of those duties, yeah.13 Q. What other duties that are not listed in14 paragraph 5 have you not already testified did you15 undertake? 16 A. What we also talked about today.17 Q. Okay. Paragraph 6 says you "frequently18 act as manager or registered agent for entities that19 were created by APS clients." So was that APS20 client's who created entities?21 A. When we first -- when I first started22 working at APS, I was involved in -- I was involved23 in creating some LLCs for people, and then after a24 year or two Curtis got uncomfortable with me doing25 that, so I didn't do it anymore after that. But I

601 would create LLCs that had specific provisions in2 them -- oh, I just thought of -- there's a law firm3 in St. George. What's the name of it? Mark Kohler.4 I don't remember the full name of the firm, but it5 was K-O-H-L-E-R and he had LLCs that were6 specifically created -- he was a big IRA guy,7 attorney, that spoke at a lot of conferences, and he8 had LLCs that were created and he was charging like a9 lot of money for creating LLCs, so I -- sometimes10 clients would be talking to -- I would just -- for11 whatever reason I was talking to clients and they12 complained about the cost. I said, oh, I'll help you13 create one, so I would go create an LLC for them,14 and then Curtis didn't like me doing that, so I15 stopped doing that.16 Q. So when you say in paragraph 6 that you17 frequently acted -- did you resign as the manager for18 those entities?19 A. I don't know if I was a manager, but I'm20 talking probably what I'm talking about in 5 is like21 LJP where I was the manager of -- with LaMont and22 there were a couple of other companies that I don't23 recall the names of them right now.24 Q. But LJP wasn't created for an APS client,25 LJP was created for Mr. DeYoung.




611 A. Yeah, you're right there.2 Q. So my question is, do you continue to3 remain as a manager or registered agent of LLCs4 created by or for the benefit of APS clients?5 A. Well, yes. There's three or four LLCs6 that I created in January or February of this year7 for Curtis' IRA, his wife Michelle's IRA, his8 daughter Candace's IRA. There might be another one,9 but I'm not sure. And I was a manager of those and I

10 still am a manager of those LLCs.11 Q. Do you recall the names of those?12 A. I don't.13 Q. So we'll come back to that, but that's14 DeYoungs' LLCs for their 401(k)s or their IRAs?15 A. Yes. Right.16 Q. But that was done just this year?17 A. Yes. And then I might have been an18 officer in 401K Service -- American Pension 401K19 Services, which was run by Jim Allfrey, and that20 might be another LLC, but I don't recall21 specifically. I may not be. I don't know.22 Q. Okay. We'll come back to that.23 In paragraph 7 you say, "Along with these24 duties, I also assisted DeYoung and his family25 members in creating LLCs that were used for their

Sheet 16

621 personal investment purposes."2 Do you see that?3 A. Yes.4 Q. Is that the LLCs you are referring to when5 you say "personal investment purposes"?6 A. Correct.7 Q. So when we talk about that sentence,8 you're talking about the ones you just created in9 2014? 10 A. Yes. There was -- oh, there's also a11 couple of LLCs that were -- one called Silverado that12 was involved in properties in Utah County and in --13 out in Duchesne or Vernal. And I think there were a14 couple of properties, a couple of LLCs involved in15 those. But I -- Silverado is one and there might be16 another one, too. So I think that that was using17 money from American Pension someplace that purchased18 investment properties.19 Q. So there's an entity known as Silverado20 that made investments in properties in either Utah21 County or Vernal --22 A. Right.23 Q. Utah?24 A. First Silverado, I think.25 Q. First Silverado. And what is the status

631 of the assets that were purchased by First Silverado?2 Do they still hold those assets?3 A. No. I think all of those were sold.4 Q. Sold when?5 A. Over the last two or three years, I think.6 Either sold or foreclosed against.7 Q. Were you responsible for receiving and8 allocating all those proceeds?9 A. No. That would have been LaMont that10 would have taken care of all of that.11 Q. LaMont was in charge of receiving the12 proceeds and allocating them to the appropriate13 funds? 14 A. Right. There was one -- and I don't know15 if it is Silverado or what the name of the company16 was, but there were several in a subdivision out in17 the Vernal area that there was properties were sold18 and I remember checks came in. I may have signed19 those checks. I don't know. They were handed over20 to Curtis to do whatever he did with them.21 Q. Do you know where he would have deposited22 those? 23 A. I don't know.24 Q. You have no idea?25 A. No.

641 Q. You don't know if it went into his2 personal checking account?3 A. I don't know that it did.4 Q. If you will look at page 8 -- page 3, I5 mean, paragraph 8, it says, quote, "In addition to6 the duties described above, I also assisted the7 DeYoung family in creating a number of irrevocable8 trusts for estate planning purposes and for the9 benefit of the DeYoung family members."10 What irrevocable trust did you create for11 the benefit of the DeYoung family members?12 A. There was an irrevocable insurance trust,13 I think with New York Life, but I'm not sure. No.14 Or maybe it was. I don't know. But it was an15 irrevocable insurance trust that payments were made16 regularly for the insurance premium on Curtis' life,17 I guess. 18 Q. Was that created by Mr. -- for Mr.19 DeYoung's benefit? Let me strike that. Mr. DeYoung20 created the irrevocable life trust?21 A. Right.22 Q. And you are the beneficiary of that trust?23 A. Right.24 Q. Do you know if that's a currently active25 trust?




651 A. I don't know.2 Q. Do you know what the insurance policy was3 taken out on his life?4 A. I don't. I would be guessing.5 Q. Does that irrevocable trust only own -- do6 you know if it is the beneficiary of the insurance7 policy? 8 A. I believe it is and then the beneficiaries9 were defined. I mean, it was the owner -- it was the

10 owner of the insurance policy and probably the11 beneficiary, too.12 Q. What other irrevocable trusts --13 A. I think --14 Q. -- were created?15 A. I think that's the only irrevocable trust16 we did. There were also a couple of trusts for some17 property that they owned in Provo for his daughters.18 It was 800 North. Maybe that's the name of the --19 that was an LLC that was created for his daughter,20 Andrea, especially, and maybe Candace, when they were21 going to college down there, they lived in these22 duplexes or something like that. But I think that23 property was sold, eventually sold, and I don't know.24 Q. You don't know whether it was sold or not,25 though?

Sheet 17

661 A. I don't.2 Q. What other trust did you assist the3 DeYoung family in creating?4 A. I think that's it. There might be others.5 Q. Have you ever heard of the NACH Trust?6 A. Yes. N-A-C-H.7 Q. Did you assist in that?8 A. Yes.9 Q. What was the purpose of the NACH Trust?10 A. I'm trying to remember what the initials11 stood for, too, but I -- at this point, I don't12 recall. 13 Q. The DeYoung daughters?14 A. Yes. I think so.15 Q. Do you recall what the purpose of the16 trust was set up for?17 A. I don't know. I don't recall. I mean, I18 knew at the time, but I don't recall right now.19 Q. Do you recall if assets were held by that20 trust? 21 A. They may have been, but I don't22 specifically remember what assets were.23 Q. Are there any other trusts that you were24 asked to assist the DeYoung family in creating?25 A. There may have been, but I don't recall.

671 Q. Did you assist DeYoung's parents in2 drafting any trusts?3 A. I don't recall his parents, but I think4 Michelle's parents.5 Q. Mr. Henderson? Dale Henderson?6 A. Henderson, yes.7 Q. You assisted him in drafting some trust8 documents? 9 A. Yes. He had some properties in St. George10 and property in around Yellowstone someplace.11 Q. In Island Park?12 A. Yes.13 Q. And you assisted him in drafting a trust14 for those properties?15 A. Yes.16 Q. Do you know who the owner of the Island17 Park property is?18 A. I thought it was Mr. Henderson or Mrs.19 Henderson, or both.20 Q. Were you aware that Curtis DeYoung had21 signed a Real Estate Purchase Contract to acquire22 that property? 23 A. No, I wasn't.24 Q. Were you aware that Mr. DeYoung had been25 paying the mortgage on the property up in Island

681 Park? 2 A. I wasn't aware that he was paying the3 mortgage, but I knew he put some money into the4 property in fixing it up. They had --5 Q. Because of a water leakage --6 A. Yes.7 Q. -- at the cabin?8 A. In fact, there was a -- I don't know if9 there was a lawsuit against the insurance company,10 but there was certainly a lot of bickering going on11 with the insurance company concerning the damages.12 Q. Do you recall who represented the13 insurance company on that?14 A. I think it's just -- oh, who represented15 the insurance company? No, I don't.16 Q. Do you know what insurance company it was?17 A. I don't.18 Q. Do you recall preparing any other trust19 agreements or trusts for the benefit of the DeYoung20 family? 21 A. I don't. I mean --22 Q. So when you indicate that you created a23 number of irrevocable trusts for the DeYoung family,24 you have identified those to which --25 A. Right.




691 Q. -- you were involved in? You are not2 aware of any others?3 A. Those are the ones I recall. I mean,4 there may be some that exist that -- because I had5 forgotten about the NACH one.6 Q. Did you create trusts from which you would7 -- the DeYoungs were allowed or permitted to deposit8 cash for the purposes of creating a tax savings?9 A. No.

10 Q. You were never involved at all in such11 trusts? 12 A. I don't remember. I may have created the13 trust that they did that, but, no, I wasn't aware of14 that. No. 15 Q. You weren't aware that they were funneling16 money through the trust in order to create a tax17 savings to apply execution against?18 A. I'm not.19 Q. You're not aware of that at all?20 A. No.21 Q. And then you go on and talk about a number22 of different lawsuits that you were involved in, we23 have kind of already alluded to. Is that what you24 are referring to in paragraphs 10 and 11?25 A. Yes.

Sheet 18

701 Q. Paragraph 13, I think you indicated this2 identifies the various lawyers that, I guess, APS3 retained to assist them?4 A. Right. I think that's all of them.5 Q. And you reference Jeff Clayton. He would6 have been engaged to assist with regards to the7 relationship with First Utah Bank?8 A. Yes. He didn't do any litigation. He was9 just the ERISA attorney.

10 Q. How about the others? They were all for11 litigation matters?12 A. Let's see. Denver Snuffer, yes. Dan13 Garriott worked with Denver Snuffer. David Kono14 worked with -- he did -- he did a couple -- a15 lawsuit. I don't even remember which one. Robert16 Rose we've talked about. Cameron Hancock is at17 Kirton & McConkie and he -- yes, he had litigation.18 Sara Jones is at Kirton & McConkie, so, yes.19 Q. Is Sara your daughter?20 A. Yes.21 Q. Is it fair to say that Mr. DeYoung was --22 you may not agree with me -- a fairly litigious23 person? He had no problems filing lawsuits?24 A. Yes.25 Q. In paragraph 17 you indicate your "work

711 assisting Pitts and outside counsel allowed APS and2 DeYoung to pursue litigation at a more reasonable3 expense," and then you go on and say, "In addition to4 his work representing APS, Pitts also represented5 DeYoung personally in a number of matters."6 What matters did you assist Mr. DeYoung7 in? 8 A. Well, Pitts assisted Mr. DeYoung.9 MR. CHANDLER: I'll object here to the10 extent that the answer requires any attorney-client11 privilege information.12 Q. (By Mr. Gaylord) Let me follow-up on13 that. Let me start with this sentence. It says, "In14 addition to his work representing APS, Pitts also15 represented DeYoung personally in a number of matters16 and I had assisted him in that representation by17 reviewing relevant personal and business documents18 that belonged to DeYoung."19 Do you see that?20 A. Yes.21 Q. Without delving into the merits or even22 the conversations, I just want to know what matters23 Mr. Pitts was retained to assist Mr. DeYoung24 personally in. 25 A. It was a matter involving a house in

721 Bluffdale. 2 Q. Any others?3 A. Yeah, there were. I'm trying to recall4 specifically what else he did. I remember the5 Bluffdale account. I don't -- oh, yes, there was.6 Someone had written a negative review of Curtis on7 some internet site that talked about businesses and8 we were sure that that was Clare Morse, so there was9 a lot of effort expended trying to find that out and10 I assisted Mr. Pitts with that.11 Q. Any other personal matters?12 A. I'm sure there are a couple, but I don't13 recall. I mean, I just don't.14 Q. It then says, "and I assisted him." Is15 "him" referring to Pitts or is it referring to16 Mr. DeYoung? 17 A. "And I assisted him." Oh, him.18 Q. The same paragraph. I'm assuming that's19 Mr. Pitts? 20 A. It is Mr. Pitts.21 Q. It then indicates, "by reviewing relevant22 personal and business documents." What personal and23 business documents belonging to DeYoung did you24 review? 25 MR. CHANDLER: I'll object to this again




731 on attorney-client privilege grounds and ask the2 witness not to answer.3 Q. (By Mr. Gaylord) Were you reviewing those4 in connection, those personal and business records,5 in connection with a pending litigation?6 A. Yes.7 Q. What litigation?8 A. There was -- well, the Clare Morse case9 where he -- we thought that he wrote a negative

10 review, and then there was the Bluffdale matter.11 Then there's another. Oh.12 Q. Let me stop you there. What was the13 issue? And, again, I'm not seeking to underscore the14 communications you had with Mr. DeYoung. What was15 the issue in regards to the Bluffdale matter?16 A. I think he owned a house there and someone17 hadn't paid rent. Something to that effect.18 Q. Was that a recent issue?19 A. The last two or three years.20 Q. Okay.21 A. And then there is another one I'm trying22 to think of. It's lurking in the back of my mind,23 but I -- oh. 24 Q. Let me ask you this. Were the personal25 and business documents that you were reviewing, were

Sheet 19

741 they limited to business that Mr. DeYoung was2 undertaking in his own name or was it business that3 he was undertaking in the name of APS?4 A. His own name.5 Q. And was it in assets that he held in his6 own name or was it assets that were held in the name7 of APS? 8 A. His own name.9 Q. I would like you to tell me what those10 assets were? 11 A. That would have been the Bluffdale house.12 And then the Clare Morse thing was just his personal13 reputation. And then there's another one that I -- I14 just thought about. Someone was -- it will come to15 me, but I can't. It's not -- it was concerning a16 personal relationship Curtis had with someone.17 Q. Did you ever undertake an analysis of the18 assets held by Mr. DeYoung in his individual name or19 in his family's name as you prepared trust estate20 documents? 21 A. No. I had no idea what he owned.22 Q. Did you have an understanding of what23 assets Mr. DeYoung held?24 A. No.25 Q. Did you know he owned a house?

751 A. Well, yeah. I knew he lived in a house.2 I guess it was in his name.3 Q. You assumed it was in his name?4 A. I think I probably looked up the title, so5 I'm pretty sure it was in his name.6 Q. And he owned the property in Bluffdale?7 A. Yes. I think so. Yes.8 Q. Did you ever do any further -- in terms of9 establishing estate documents, you testified about10 Mr. Henderson doing an estate document for the Idaho11 property and the St. George property. Did you do any12 similar estate documents for Mr. DeYoung in which13 property was being transferred to be held in trust?14 A. No. I might have -- and I may have -- as15 far as doing due diligence, I occasionally -- we had16 access -- we had a service that we had with the Salt17 Lake County Recorder's office and I would18 occasionally just look up properties that were in the19 name of American Pension just to make sure that20 nobody was doing something we didn't know about with21 the property that was in IRA accounts. Sometimes IRA22 owners would sell properties without telling us about23 it or buy properties. And I never found anything. I24 don't recall finding anything in the name of Curtis.25 In Salt Lake County, anyway.

761 Q. Did you go outside of Salt Lake County to2 see if he owned any properties?3 A. No. I didn't have -- well, I would have4 looked in Weber County and never found anything up in5 Weber County. 6 Q. How about Utah County?7 A. I don't know if I ever looked in Utah8 County. That would have been as far as I looked.9 Q. In paragraph 21 you indicate that, "While10 some of the matters that I worked on involved APS11 only, without naming DeYoung as a party, there were12 also a number of cases to which DeYoung was a party13 in his individual capacity and APS was not a party."14 What cases were those? Can you identify15 any of them? 16 A. So the Curtis -- well, the case against --17 and I guess I'm kind of -- we're doubling up here,18 but the negative report on the internet, that was19 one. And then I don't -- I don't specifically20 recall, but there are probably cases out there that21 exist, though. Oh, maybe -- well, no. I think it22 was American Pension that was suing Composite23 Technology. I don't think that was a personal one.24 Q. Were you familiar with entities that25 Mr. DeYoung owned?




771 A. No. Well, I guess I don't -- don't recall2 what entities he owned.3 (EXHIBIT 3 WAS MARKED.)4 THE WITNESS: You're going to hand me5 something that is going to remind me, so...6 Q. (By Mr. Gaylord) Gee, you're a quick7 study. So I'm showing you a document marked as8 Exhibit 3 and ask you if you --9 A. Oh.10 Q. Well, I'm going to represent to you, I11 doubt you recognize the document as something you12 prepared. 13 A. I didn't prepare this, no.14 Q. Right. I didn't think you would say you15 did. This is a document we actually prepared --16 A. Okay.17 Q. -- I will represent to you. And this is a18 breakdown based upon the corporate records in the19 State of Utah, at least, of entities that Mr. DeYoung20 was associated with or his family. I would like to21 ask you if you have any recollection as to whether or22 not you were involved in or have knowledge as to any23 of these entities. Some I can quickly identify and24 know that you do, but others you may not. But --25 A. Okay.

Sheet 20

781 Q. -- ALD, Inc., were you aware of that2 entity at all? 3 A. No.4 Q. I'm assuming you're aware of American5 Pension Services, Inc.?6 A. Yeah, I am.7 Q. And you were a secretary and director of8 that company? 9 A. Yes.

10 Q. APS Master Business Trust, what is that;11 do you know? 12 A. I think it's -- I think I filed for13 recognition of APS Master Business trust as a trust14 in Utah, because for a long time it wasn't -- it was15 just a name. I think I registered the name as a16 business trust.17 Q. And what was the purpose of the APS Master18 Business Trust?19 A. I assumed that was -- I didn't really20 know. I assumed that's where the money came -- was21 put when people made deposits or money was taken out22 of the -- out of the cash pool.23 Q. So it was APS client monies that would go24 into the APS Master Business Trust and then used for25 what purposes after that?

791 A. I think -- I thought the money was held2 until the client needed the money back to buy3 something else or make a distribution or do whatever4 they did with the money.5 Q. Is there a reason why -- is there a reason6 the APS Master Trust would be conveying title to LJP7 Holdings, LLC property in Ogden?8 A. Yes. Probably because it was needed to be9 liquidated, because there were a lot of junk10 properties up there, too, that had been acquired.11 And so we would -- LJP would get them fixed up and12 then sell them through whatever means they had to13 sell them. 14 Q. And the reason I ask that question is you15 indicated that APS Master Business Trust was created16 for APS clients. Why would the APS Master Trust be17 conveying title to property to LJP Holdings, LLC as18 opposed to some APS client?19 A. As a matter of convenience so they could20 -- they could -- we could sell the property. Fix it21 up and sell the property and then the money, I'm sure22 it went bank to APS in some form, because I don't23 think APS -- LJP carried much of a balance at any24 time. 25 Q. I'm confused, though, still.

801 A. Okay.2 Q. Was it APS client monies that were used to3 buy, for example, property in Ogden?4 A. I don't know. I don't know where the5 money came from.6 Q. You were a trustee of the APS Business7 Trust, right? 8 A. Yeah. After 2006 or '07. But I didn't9 buy any. I mean, I wasn't involved in negotiations10 or decisions buying property. And I think all those11 properties were purchased before I got there, anyway.12 Q. Whose decision was it to buy the13 properties? 14 A. I assume it was Curtis. I don't know.15 Q. Do you know how Curtis got the funds to16 buy the property?17 A. I don't.18 Q. Was it in the APS Business Trust name or19 was it in the APS Master Business Trust name or was20 it in the name of the APS client?21 A. I don't know.22 MR. GAYLORD: Let's mark this as23 Deposition Exhibit 4.24 (EXHIBIT 4 WAS MARKED.)25 Q. (By Mr. Gaylord) I will represent to you




811 this is a Quit-Claim Deed which --2 A. Several Quit-Claim deeds.3 Q. Several Quit-Claim deeds which appear to4 be signed by you, correct?5 A. Yes, they are.6 Q. And they are signed by you, correct?7 A. Yes.8 Q. As trustee of the APS Master Trust?9 A. Yes.

10 Q. This would be the same APS Master Trust11 that is referred to in Exhibit 3 and identified as12 the APS Business Trust? Do you think it is different13 or not? 14 A. I don't know. I don't know if there is a15 relationship between those two. I would assume it,16 but I don't know.17 Q. And do you know why you were -- why you18 were signing Quit-Claim Deeds on behalf of the APS19 Master Trust to LJP Holdings other than what you have20 testified? 21 A. Just so we could liquidate the properties.22 Fix them up, liquidate them.23 Q. Do you have any understanding as to what24 happened to the sales proceeds once you liquidated25 them?

Sheet 21

821 A. No.2 Q. Do you know whose monies were used to3 acquire the properties that were ultimately4 liquidated? 5 A. No idea.6 Q. You just signed a document without any7 real understanding as to why you were doing so?8 A. I didn't have to have a reason. I was9 asked by Curtis to sign the document, so I did.

10 Q. Did you investigate to see -- you were11 trustee, right?12 A. Yes.13 Q. You understood that a trustee has14 fiduciary duties, right?15 A. Well, I didn't -- I don't know who I would16 be a fiduciary to.17 Q. Aren't you a fiduciary to the18 beneficiaries of the APS Master Trust?19 A. I didn't know who the beneficiaries were.20 Q. Wasn't that important to you as a trustee?21 A. No.22 Q. Why not?23 A. Because it wasn't my business. It was24 Curtis' business.25 Q. You didn't understand that as a trustee

831 you take on certain fiduciary duties under the laws2 of the State of Utah and under the laws of trust3 estates? 4 A. Of course, I knew that, but I didn't have5 any -- Curtis was asking me to transfer these6 properties from the trust in the name of the trust to7 LJP Holdings so they could be liquidated, which would8 appear to me to be a reason, a good reason to9 expedite that so that the properties could be fixed10 up, sold and get some money back and put back into11 the APS Master Trust.12 Q. LJP, though, was held by Mr. DeYoung,13 correct? 14 A. Yes.15 Q. Was the APS Master Trust owned entirely by16 Mr. DeYoung, too?17 A. I don't know.18 Q. So wasn't that important as to19 understanding why the APS Master Trust would be20 transferring an asset to LJP -- let me ask you this.21 Did LJP get any money, or did APS Master Trust get22 any money because of these Quit-Claim Deed transfers?23 A. No. LJP stood for LaMont's junk24 properties. 25 Q. But my question is if you are

841 quit-claiming property, I would assume the APS Master2 Trust received something in consideration. You're3 telling me it didn't receive anything in4 consideration for it?5 A. No, not that I'm aware of.6 Q. Let's turn back to Exhibit 3, it you7 would, and try to quickly run through some of these.8 How about APS Money Market, LLC?9 A. I wasn't aware of that.10 Q. You didn't form it?11 A. No. I might have, but I don't -- I don't12 recall this one.13 Q. How about Asset Management International,14 LLC, do you have any knowledge of that entity?15 A. That sounds familiar, but I don't -- I16 don't know what it did.17 Q. Did you know BD&D Investments Company?18 A. It expired in 1997, before my time.19 Q. So you don't have any knowledge of that?20 A. No.21 Q. How about CMD Funding?22 A. Well, that would probably have been -- oh,23 that was the one set up by -- that I set up in24 January or February of this year, I believe, for25 Candace.




851 Q. That was set up for her IRA?2 A. IRA or --3 Q. 401(k)?4 A. Yeah. One or the other or both.5 Q. What is the purpose of that entity?6 A. It was to provide a way for her to invest7 the funds that were in her IRA.8 Q. And you were the manager of that entity?9 A. Yes.

10 Q. Were you the registered agent?11 A. I think so.12 Q. And have you undertaken directions from13 Candace in terms of making investments and/or14 relating to that?15 A. No, because when the Receiver took over16 the company, it froze all the funds that -- those17 were some of the funds that were frozen, so nothing18 has been done since April 25th.19 Q. How about DBLS Investments?20 A. That's also for Nicole, another daughter.21 Q. You formed that?22 A. Yes.23 Q. Are you the manager?24 A. Yes.25 Q. How about --

Sheet 22

861 A. I think so. Wait. This says here that2 Nicole is the manager, but I think I'm the manager.3 Q. How about DeYoung Associates, Ltd?4 A. That expired in '81, so I don't have any5 knowledge of that.6 Q. How about DLC2 Investments?7 A. That one was -- I think that's also one of8 the -- 9 Q. January of 2000 --10 A. Yes.11 Q. '14?12 A. Yes.13 Q. And you created that?14 A. Yes.15 Q. Draper Community Foundation, were you16 associated with that at all?17 A. No. Draper Irrigation Company I think was18 the company that bought the property out in -- that19 we talked about in --20 Q. In Wendover?21 A. -- Wendover. Yeah.22 Q. Were you actively involved in that? Did23 you create the entity?24 A. Draper Irrigation?25 Q. Yes.

871 A. No. I had nothing to do with it.2 Q. How about Draper Water Services?3 A. No.4 Q. How about First Silverado? I think you5 testified about that.6 A. I probably created that. I'm sure I did.7 Q. And that was created for what purposes?8 A. I think holding the properties out in9 Vernal. 10 Q. Does First Silverado Properties still hold11 property in Vernal?12 A. It might. There might be some properties13 out there. 14 Q. Were you involved in the purchase and sale15 of those properties?16 A. Not in the purchase, but I -- I assisted17 in the sale of them. We've got a real estate agent18 in -- to help sell the property.19 Q. Do you know how the First Silverado20 Properties was funded, from what source those21 purchases were funded?22 A. No.23 Q. Do you know how much Mr. DeYoung was24 making on an annualized basis from American Pension25 Services?

881 A. I don't.2 Q. Do you know what kind of revenue American3 Pension Services was making on an annualized basis?4 A. No, I don't.5 Q. That wasn't something you discussed as a6 member of the board of directors?7 A. No.8 Q. That is not something you and Mr. DeYoung9 discussed? 10 A. We never discussed his money.11 Q. Why not?12 A. Because it's his business. It wasn't my13 concern. 14 Q. But you were the secretary of the company,15 that wasn't a concern to you?16 A. It wasn't a concern to me.17 Q. Did you have an understanding that APS was18 generating substantial revenues or --19 A. I thought it was generating sufficient20 revenues to have a good lifestyle for Curtis and his21 family. But it wasn't making him filthy rich,22 whatever filthy rich means.23 Q. Well, so did you have an understanding he24 was making sufficient funds for APS to make the kind25 of investments that he had made in the past and was




891 continuing to make?2 A. No. I -- I had no idea that as much money3 was taken from the company as been alleged. And I4 had no idea -- and all that money, I thought, was all5 invested between 2002 and 2005. That's my general6 thought or impression I had.7 Q. In terms of the Clare Morse stuff, the8 Kansas City stuff, the Oklahoma City, that was done9 between that 2002/2005 time frame?10 A. Right. And the Learnframe stuff.11 Q. But you weren't aware of additional monies12 being funneled from APS's Master Trust Account and13 out to investments --14 A. No.15 Q. -- outside of directions by APS clients?16 A. Right. No. Other than those.17 Q. Other than what?18 A. Well, other than those. I don't know how19 the money got out to Kansas City and Harrisburg and20 all those places.21 Q. For example, the Vernal projects, when did22 those investments, when were they made?23 A. They were probably made in two -- after I24 got there. There was a guy named Jeff Anderson and25 Clare Morse and Brad Kendrick. Jeff Anderson is now

Sheet 23

901 dead. Brad Kendrick, I don't know how he profited2 from all of that. Clare Morse, that's when they had3 a breakup between Clare Morse and Curtis, is that --4 Q. The Vernal property?5 A. The Vernal and also some properties in the6 Spring -- no, Spanish Fork, and there was a property7 in American Fork that actually turned out to be8 profitable in the long run, I guess, which was called9 the Legends. That was another LLC I probably formed.

10 I don't know if that's on here. You don't have that11 on here. 12 Q. So what type of -- were you involved at13 all in the First Silverado properties and the Vernal14 properties that Anderson and Kendrick and Morse were15 involved? 16 A. Well, I was involved in selling them, but17 never purchasing.18 Q. And do you know what happened to the sales19 proceeds? Were they redeposited into the Master20 Trust Account? 21 A. I always had the impression they were.22 The properties went to Curtis, and, I mean, the23 monies, the checks, I can recall one or two checks24 that went to Curtis, and I always -- it was my25 impression he always used them to put back in APS.

911 Q. But you don't have any personal knowledge2 whether the monies found their way back to the Master3 Trust Account? 4 A. I do not.5 Q. Turning to page 2, Funding Ventures, LLC.6 A. That was one of the early 2014. I think7 that's the last one. I think there were four.8 Q. Okay. How about Interim Funding?9 A. That was one that Curtis had with Clare10 Morse, and it was, in fact, a large lawsuit that --11 that went to trial on that with...12 Q. And who prevailed on that?13 A. The other side did. And then we appealed14 it and I don't know whatever happened on the appeal.15 Q. How about LIC Environmental, what is that?16 A. That was an interesting -- I never really17 knew what that was for, but I think he held a number18 of properties in LIC. The property over on State19 Street and 110th South, I think that was titled in20 LIC. But it seems to be a strange name, so I didn't21 know too much about that.22 Q. Okay. Do you know if it held any other23 property than the State Street property?24 A. I don't. But I have the impression it25 did, but I don't know it.

921 Q. You didn't look at any of the balance2 sheets for that entity?3 A. No.4 Q. How about MIROCC?5 A. I've never heard of that.6 Q. How about NCDI, Inc.?7 A. I don't recall that. That was before my8 time, anyway. 9 Q. How about NACH, LLC?10 A. Right. I know NACH. Oh, it expired.11 Q. It's an LP, though? Is that --12 A. Limited partnership.13 Q. Were you aware of that?14 A. I don't think -- I think I was only aware15 of NACH, the trust, but I may have been aware -- no,16 I don't think I ever created a limited partnership.17 Q. Quicksilver Management, are you aware of18 that one? 19 A. That was one with -- that's the other one20 out in Vernal. There were a lot of Quicksilver21 stuff. 22 Q. Would that have been with Mr. Anderson and23 Mr. Kendrick and Mr. Morse?24 A. Somehow, yes. Somehow a relation there.25 Q. Were you involved in liquidating those




931 assets? 2 A. Just -- yes. And, I mean, yes, I talked3 to -- there was a real estate agent we hired and4 talked -- and I don't know if it was Quicksilver of5 First Silverado for all of those, but that would have6 been something.7 Q. But in either event, you weren't in charge8 of identifying how these properties were acquired and9 what source the funds came from?10 A. No.11 Q. You weren't charged with following the12 sales proceeds once they were paid?13 A. No.14 Q. RE Ventures, have you heard of?15 A. Yes. Okay. That's the fourth one of the16 four earlier this year.17 Q. Venture Broadcasting?18 A. No. That's before my time.19 Q. How about Witt's Lake Ranch?20 A. Never heard of that one, no. That's21 before my time, too.22 Q. Are you aware of any other entities23 that -- 24 A. Yeah.25 Q. -- Mr. DeYoung asked you to form or that

Sheet 24

941 you were involved in forming that are not otherwise2 listed here? 3 A. Yes. There's one called the Legends,4 which was a large condominium conversion project.5 That was an apartment in American Fork and they6 converted it to condominiums. And Jeff Anderson did7 a lot of the work on rehabilitating that property,8 and then it was all sold. And then there was a9 lawsuit, I believe, between Curtis and Clare over the

10 last one or two of those, and I think Holladay Bank11 got involved in that somehow, too. Holladay Bank was12 the -- had funded that and it was right at the end13 there was controversy. Clare Morse made a lot of14 money off of that.15 Q. Clare Morse made a lot of money off of16 that? 17 A. Yes.18 MR. GAYLORD: Why don't we take a short19 break? We've been going for a couple of hours.20 (Break)21 (EXHIBIT 4A WAS MARKED.)22 Q. (By Mr. Gaylord) I'm going to show you23 what has been marked Exhibit 4, and we'll represent24 to you once again I doubt you recognize this25 document, but it is one we prepared based on

951 corporate records from the State of Utah. So what I2 want to do real quickly, if I could, is run through3 these -- 4 A. All of them?5 Q. -- and see if these are entities -- and6 you are welcome to flip through them. I'm not going7 to ask you about all of them.8 A. Okay.9 Q. But do these appear to be entities to10 which you have been associated with over the years?11 A. I don't recall the names, but -- all the12 names on all of them, but, sure. They may have been.13 I don't know. Diamond Mountain Homes is another one.14 Q. Which is?15 A. Diamond Mountain Homes is another one that16 was out in Vernal.17 Q. And you identify that here --18 A. It's on page 3.19 Q. -- on page 3? And you were then20 associated with that in some way?21 A. In some way.22 Q. A registered agent?23 A. I guess, probably.24 Q. Let me just ask you about a couple of25 them. I mean, obviously, page 1, it has American

961 Pension Services and it shows that you are a director2 and officer and a registered agent. Does that3 accurately reflect what your understanding was as4 well? 5 A. Yes.6 Q. The next one also shows American -- well,7 the one above that was American Pension 401K8 Services, Inc. It showed you as a director, officer,9 and registered agent. Who are the shareholders of10 American Pension 401K Services?11 A. I don't know. I think Curtis would have12 been and I -- probably Jim Allfrey, who ran 401K.13 Q. Do you know who the shareholders are?14 A. I don't.15 Q. Do you know who the shareholders of16 American Pension Services, Inc. are?17 A. I think the only shareholder is Curtis.18 Q. And then it has the APS Master Business19 Trust that we have talked about. You were the20 registered agent and trustee of that trust?21 A. Right.22 Q. Asset Management International, LLC, what23 entity was that?24 A. It's one of the entities that Curtis had25 me set up for -- I don't know.




971 Q. You don't know what it was set up for?2 A. No. He would frequently ask me to set up3 companies and so I'd set them up and...4 Q. And you would be appointed as the5 registered agent?6 A. Yes.7 Q. Do you know if that entity made any8 investments? 9 A. I don't know.

10 Q. Looking at page 2, we talked about CMD11 Funding. You're aware of that entity?12 A. CMD Funding, yes.13 Q. That's the one that was created, if I'm14 not mistaken --15 A. Right.16 Q. -- shortly this year?17 A. Right.18 Q. Above that, though, there's a CBC19 Management Investments, whose business location was20 the offices of APS. What entity was that?21 A. Well, it says voluntarily dissolved in22 December of 2014, which must be a typo, because that23 day hasn't happened yet.24 Q. You're probably right.25 A. Yeah. That was another one of Curtis'

Sheet 25

981 companies. I don't recall.2 Q. Do you know what its purpose was?3 A. I don't.4 Q. You were the manager. As the manager,5 were you aware of any investments made by or any6 monies generated or revenue generated by this entity?7 A. No, I'm not.8 Q. Your understanding is this was something9 that Curtis DeYoung asked you to set up?10 A. Yes. He did that frequently.11 Q. Looking onto the next page, 3, we've12 talked about DHB2 Holding. What about DBLS13 Investments? What is that entity?14 A. Oh. That's one that LaMont set up,15 because what LaMont and I set up would be Dean16 Becker, LaMont Smith Investments.17 Q. And what was the purpose of that entity?18 A. I don't specifically recall, but it would19 have been to probably liquidate properties someplace.20 Q. Does it hold any assets?21 A. I'm not aware of any, no.22 Q. Did it acquire assets that it was23 liquidating? 24 A. I don't recall. I don't know if that was25 an active company, but it may have been.

991 Q. It appears it's currently active. Do you2 know -- 3 A. Well --4 Q. -- the question to you is, does it have a5 bank account? Does it hold any assets?6 A. That's what I'm talking about, active. I7 don't recall having a bank account or having assets.8 Q. Diamond Mountain Homes, that was an entity9 in Vernal? 10 A. Yes.11 Q. Who were the members of that entity?12 A. Well, it seems to me that probably would13 have been Jeff Anderson and Brad Kendrick probably14 would have been part of that. In fact, Clare Morse15 may have been at one time. And maybe that was -- he16 thought he was a quarter owner of that and then they17 had to exclude him because his credit hurt some kind18 of application for a loan.19 Q. Below that, DLC2 Investments, what entity20 was that? 21 A. Well, that's my home address on it.22 Q. That's why I'm asking about it.23 A. Yeah. So it must be -- is it one of those24 -- it might -- it may be one of those...25 Q. Entities you created --

1001 A. Yeah. But I thought I made four of them.2 Q. -- this year?3 A. Maybe not.4 Q. Well, is there a reason you put your5 address there as opposed to putting the address for6 APS? 7 A. Yeah. Registered agent and so it would be8 easier for me if they had to get ahold of me to get9 me there than it would be to...10 Q. Going down to the second to the last,11 Frozen Food Services, that shows an address of APS.12 Can you tell me what that entity is?13 A. Oh, there was a guy in St. George. It had14 something to do with a guy in St. George. That's15 fairly recent, too. I'm sorry. I don't recall16 exactly what that is for.17 Q. Was it in relation to APS in St. George?18 A. I don't think so. I don't think it had19 anything to do with APS. It might be a Curtis20 personal thing or...21 Q. But it was a Curtis DeYoung entity?22 A. I'm not even sure. I mean, it might have23 been something I was doing for somebody else, but I24 know what it was. We were doing something with some25 guy down in St. George and he had this name and he




1011 never registered the name in the state of Utah. So2 in order to have a bargaining chip against him, we3 registered the name and we never did anything with4 it. There's nothing.5 Q. A bargaining chip to do what?6 A. To try to persuade -- to convince him to7 pay money, or something to that effect.8 Q. For the name?9 A. Yeah, for the name. But nothing ever

10 happened. 11 Q. We talked about Funding Ventures.12 A. Right.13 Q. If you will notice on page 4, there's a14 NACH Trust -- 15 A. NACH III.16 Q. A NACH II Business Trust?17 A. Yeah. I remember that.18 Q. What was that?19 A. Whatever NACH is, it's related to NACH II,20 so I don't know.21 Q. Other than that, you don't know. Does it22 hold any assets?23 A. I don't -- I don't know. Not that I'm24 aware of. 25 Q. Were you in charge of that trust? Is that

Sheet 26

1021 a trust that you set up for the DeYoung family and2 don't know what assets it actually holds?3 A. That would be the DeYoung Family Trust.4 Q. And you don't know what assets they put5 into the trust?6 A. I don't.7 Q. Even though you were trustee, you didn't8 follow what assets were being put into the trust?9 A. I did not.

10 Q. We spoke of RE Ventures. That's a new11 entity that you recently created?12 A. Right. And here's the one at the bottom13 of that page 5, is Third North Townhouse.14 Q. And what is that?15 A. That was the one in Provo. Instead of 80016 North, it's Third North. That was the property in17 Provo when his daughters were going to school down18 there and I think that has been sold since then.19 Q. The property has been sold?20 A. I think so.21 Q. And then the last page, there's Travel and22 Learning Enterprises, Inc.?23 A. Yeah.24 Q. What's that?25 A. That's my own company. I'm trying to do a

1031 startup company.2 Q. And how actively -- how recently have you3 started that up, just recently?4 A. Yeah. I filed that on February 27th.5 I've got a tele -- I've got a cell phone -- I mean, a6 smartphone app. It has nothing to do with American7 Pension. 8 Q. When did you -- you created it in February9 of this last year?10 A. Right.11 Q. What about Traveltale?12 A. The same thing. That's just a dba.13 Q. Created at the same time?14 A. Yes. I think they were created at the15 same time. Close to there.16 Q. And then at the bottom you have Zenith17 Financial. What is Zenith Financial?18 A. That would have been another one of19 Curtis' companies.20 Q. What was the purpose?21 A. I don't know.22 Q. You don't know?23 A. No. I think there's another company24 you're missing. I think there's one called Zilo, it25 seems to me. That was with somebody -- that wouldn't

1041 have anything to do with Curtis.2 Q. In Zenith, do you know if there were any3 investments made through Zenith or any transactions4 made through Zenith Financial by Mr. DeYoung?5 A. I'm not aware of any, no. But he might6 have. 7 Q. Let me talk briefly about the Memmotts8 again. When did you -- when were you first9 introduced to the Memmotts?10 A. I don't recall. Six -- after I started11 working at American Pension, but I don't recall the12 date that I first met him.13 Q. And I think you testified you wouldn't be14 able to pick Mr. Memmott, Sr. out of a lineup?15 A. I would not.16 Q. And your involvement, I'm assuming, then,17 with Mr. Memmott, Sr. was limited to nonexistent?18 A. No. I don't -- I might have met him. I19 don't recall. But I don't think I ever -- I may have20 spoken to him once or twice, but I didn't have any21 dealings with him, extensive dealings at all. I22 mean, I -- 23 Q. I asked you earlier, maybe in a little24 different context, but were you aware that APS,25 through the APS Master Trust Account, had advanced




1051 approximately $1.4 million to Learnframe and his2 wife, Shauna Memmott, over a several year period?3 A. Oh, I thought it was more than that, so I4 knew -- 5 Q. I'm just talking about Memmott, Sr. and6 Learnframe. You thought it was more than that just7 to them? 8 A. I thought it was more than that to9 Learnframe. But I knew that he gave money to Mike

10 Memmott, Jr., but I wasn't aware of current stuff to11 Mike Memmott, Sr. I didn't think he was involved12 much. 13 Q. Were you aware that a substantial sum of14 money was also transferred under the umbrella that15 APS clients were also investing with Learnframe?16 A. No.17 Q. You're not aware of that at all?18 A. Well, no, I would have thought that19 would be part of the $5 million that I thought that20 somehow -- 21 Q. That had been transferred back?22 A. Right.23 Q. Were you aware of transactions being made24 -- I mean, as APS's secretary, weren't you in charge,25 in part, in assuring that the investments were

Sheet 27

1061 properly made? 2 A. Well, investments that I was aware of,3 that were made by the clients. But if there -- I4 wasn't aware of them, I couldn't do anything about.5 I didn't know about the investments by -- in6 Learnframe until after -- well after the fact.7 Q. We'll make a copy of this.8 Would you make a copy and I'll continue to9 ask questions? 10 Were you aware of what entities Michael11 Memmott, Jr. worked through?12 A. Oh, yeah. He had a number of entities. I13 probably formed some of those. Oh, he had two or14 three that he worked with regularly and I think he15 probably had a bunch more than that.16 Q. Sawtell?17 A. Yes.18 Q. Sawtell Capital?19 A. Right. Sawtell Capital.20 Q. How about Innovative?21 A. Yeah. Innovative Funding.22 Q. How about Innovative Equity?23 A. Okay. Innovative, but I don't...24 Q. Were you aware of an Innovative Funding or25 an Innovative --

1071 A. I thought it was Innovative Funding, but2 it may have been Equity. I don't know. Or there may3 have been two different companies. I don't know.4 Q. Are you aware that the Sawtell name5 changed, that Mr. Memmott, Jr. changed the name of6 Sawtell to Innovative Equity and then to Innovative7 Legal in Debt Service --8 A. I didn't know that.9 Q. -- and then Innovative Services, LLC?10 A. No, I really didn't know that. I thought11 he always had Sawtell. Sawtell Capital, isn't it?12 Q. Sawtell Capital.13 How about Frontline Services, have you14 ever heard of that?15 A. I didn't know that.16 Q. How about Prime Utah?17 A. No.18 Q. How about Prime Utah UK?19 A. No.20 Q. No recollection of those entities?21 A. No.22 Q. Were you aware that APS advanced monies to23 Prime Utah, LLC, an entity owned by Michael Memmott,24 Jr.? 25 A. No. I didn't know -- I knew that Curtis

1081 gave money to Michael Memmott only because LaMont at2 times would tell me that Michael Memmott was coming3 in, or I don't know if he came in, but Curtis was4 giving him checks and LaMont kind of complained about5 that at times, so that's the only way I knew that,6 but I wasn't aware of specifics.7 Q. What was LaMont's complaint that --8 A. LaMont said that Michael Memmott was9 getting checks for $10,000. That Curtis was writing10 a check and would tell Curtis about it -- tell LaMont11 about it later. That LaMont didn't draft the check,12 that Curtis wrote out the check.13 Q. By hand?14 A. I guess.15 Q. And you weren't involved in any of those16 transactions? 17 A. No.18 Q. Did you have any suppositions about19 Mr. Memmott in terms of whether he was of good20 character or was willing to pay back his obligations?21 You're chuckling.22 A. Well, yes.23 Q. Why?24 A. Because Michael Memmott, he always25 promised -- it was -- it was just amazing how many




1091 times there seemed to be a deal with Michael Memmott,2 there was always money was going to come in tomorrow,3 and it was always going to happen tomorrow, and he4 was doing deals all the time that never happened, but5 they are always supposed to happen. So that's why I6 chuckle about it, because I certainly didn't think he7 was a reliable person at all.8 Q. So did you ever have a conversation with9 Mr. DeYoung about the fact that why are we funneling10 this kind of money to Mr. Memmott when he doesn't11 seem to be able to perform?12 A. I never had that kind of relationship with13 Curtis that I could challenge him on any of his14 deals. No, I didn't.15 Q. Why not?16 A. Curtis is a very imposing person. Very17 friendly, but he can also be very imposing, and, so,18 no, I didn't. 19 Q. Is it fair to say that in the dealings you20 had and the dealings that the staff had, it was do21 your job, don't ask any questions, I'm in charge, and22 I don't want to be second-guessed about anything that23 I do? 24 A. No, I don't think that would -- that would25 make Curtis look like a tyrant. Curtis was far from

Sheet 28

1101 a tyrant. He was just a great guy to work with, but2 it's you just never had the feeling that -- his3 business was his business, it was his company and you4 didn't challenge what he was doing. I didn't --5 didn't question him about it. But Curtis was -- he6 was never domineering or overbearing. He was just...7 Q. So what led to the, if you will, I'm not8 going to ask him any questions because it's his9 business and so therefore --10 A. He never volunteered. If he had sat down11 with me and gone to lunch and just asked me questions12 about whether I should do this or do you think this13 is a good idea, then I would have -- that would have14 been an in for me to say, yes, you know, let's15 discuss this, but he never did that. He wasn't a16 person -- 17 Q. He didn't come in and sit down in your18 office with a cup of coffee in hand and just shoot19 the -- 20 A. Shoot the breeze, no. He didn't.21 Q. -- shoot the breeze?22 A. No. Well, sometimes -- no, but if he did,23 he would talk about -- he wouldn't talk about the24 affairs of the company at all. He would just talk25 about stuff. I mean, we never talked about the

1111 company. 2 Q. Let me show you a document that was3 previously marked, but we'll mark it in this as4 Exhibit 5. 5 (EXHIBIT 5 WAS MARKED.)6 Q. (By Mr. Gaylord) It's not a document --7 MR. CHANDLER: Are we on 5 or 6?8 MR. GAYLORD: Five.9 Q. (By Mr. Gaylord) -- that you would have10 seen before, but I will represent to you that this is11 a set of documents that reflect purported investments12 or purported monies advanced to Michael Memmott or13 Learnframe or Michael Memmott, Jr. or Mike Memmott,14 Sr., entities that they controlled and then allocated15 out to specific clients. My first question to you16 is, were you aware that APS clients were advancing17 monies to Michael Memmott?18 A. No.19 Q. That's something you would have known20 about because that is something that you would have21 reviewed as part of your job to make sure that these22 APS clients were not engaging in prohibitive23 transactions? 24 A. No. I only did the real estate25 transactions. There were a lot of other transactions

1121 that went on that I didn't have anything to do with2 because they didn't require a signature. If a client3 just called in and said -- told one of the staff to4 take $50,000 from their account and buy gold stocks5 or Rocky Dinars, which a lot of people bought for6 whatever reason, I would have nothing to do with that7 because I didn't have to sign anything. If there was8 something that needed to be signed, I would look at9 it, but I didn't look at all of the accounts.10 Q. When you talked about you had a belief11 that the Memmotts received $5 million or so dollars,12 did you have an understanding that any of those13 monies came from APS clients?14 A. I didn't know where they came from.15 Q. Did you assume they came from APS clients?16 Let me strike that. Did you assume they came from17 the APS Master Trust Account whether they were18 allocated from clients or not?19 A. No, because I thought -- I never suspected20 that Curtis was doing anything illegal because he was21 always so adamant about making sure there weren't22 prohibitive transactions. So I thought that maybe23 APS had made enough money over the time that they had24 a fund that they could take the money out of and that25 they used it for those purposes, like the purchase of




1131 the properties back in Kansas City and that. So I2 didn't -- I didn't think that he would take the money3 specifically out of certain accounts.4 Well, with the exception of when we were5 up at the Cornerstone prop -- the Cornerstone trial6 up in Idaho and we had to go to trial on that and we7 won that, there was money taken out of five different8 accounts that were Curtis' family members and I think9 a couple of neighbors that we had to prepare

10 affidavits for them to say, yes, that Curtis had our11 permission to use this money to buy this property,12 and that was part of the trial.13 So other than those five -- four or five14 accounts, which I think two or three of them are15 family and one of the neighbors, I don't know, I was16 not aware of anybody that -- Curtis ever using17 anybody's money for anything.18 Q. So Exhibit 5 comes as a surprise to you,19 wouldn't that be fair to say, in terms of making20 money, having APS clients making investments with the21 Memmott entities?22 A. Oh, yeah. If that's what it is saying,23 yes, it would be. But I wasn't aware because I24 didn't know -- these wouldn't have ever taken25 signatures, so -- oh, I see. Oh. Okay. So this is

Sheet 29

1141 where they come from. Okay.2 Q. And you would believe, though, that if we3 were to -- were you responsible, for example, for4 making sure that if a promissory note was issued in5 favor of an APS client, that that promissory note had6 properly been obtained and retained on behalf of the7 APS client? 8 A. No, not necessarily, because I wouldn't9 have -- I wouldn't have had to sign the promissory

10 note, and I didn't necessarily have to review it. A11 lot of the staff would just do that and see -- the12 staff was -- 13 Q. If a note wasn't paid, did it become APS's14 responsibility to collect that note on behalf of the15 APS client? 16 A. No, not necessarily, because we didn't17 have to -- if a client wanted -- on a couple of18 occasions some of those lawsuits were for that, but,19 no, if they -- it was the client's responsibility.20 In fact, numerous clients tried to claim they were21 involved in -- they would loan money to a friend and22 think they wouldn't ever have to ever pay it back,23 and Michelle DeYoung would go in and say, well, where24 is this money, you loaned it four years ago and it's25 not come back, and they said, oh, we can't have that.

1151 We can't collect it. And she would tell them, yes,2 you've got to collect that because that's IRA money.3 And so they would require them to go out and get an4 attorney and file a lawsuit and try to collect the5 money, essentially was the policy.6 Q. So that would be a change in the7 evaluation -- 8 A. Right.9 Q. -- of somebody's account?10 A. Yes.11 Q. Well, were you aware that the DeYoung12 family themselves made substantial loans purportedly13 to the Learnframe or to the Memmott group?14 A. No, I didn't know that.15 Q. Were you aware that -- were you aware or16 did Mr. DeYoung or any of the DeYoung family ask you17 to pursue claims against Memmott?18 A. No.19 Q. Were you aware that Michelle and Curtis20 had no problem devaluing the Memmott investments for21 themselves? 22 A. I didn't know that.23 Q. That would surprise you, wouldn't it?24 A. Yes.25 Q. Because Michelle DeYoung was adamant if

1161 somebody else wanted to devalue a note that hadn't2 been paid for several years, she would require them3 to file actions against them?4 A. Exactly.5 Q. And were you privy to those communications6 with APS clients who were seeking to revalue their7 assets and Ms. Michelle DeYoung was refusing to allow8 it until they pursued the claims?9 A. There were a couple of cases. I mean, not10 on a consistent basis, but I know Michelle did that a11 lot. But I knew it was a policy of the company that12 if someone wanted to devalue their account, that they13 either had to get a new appraisal if it is a real14 property, or if it was a note they had to show why it15 wasn't collectable, and the way you usually did that16 was file a lawsuit and being able to unsuccessfully17 collect, so... 18 Q. Turning back for a moment to the Wichita19 property, why would you have prepared an affidavit?20 Strike that. Was Michael Memmott involved in the21 Wichita property?22 A. Wichita?23 Q. The Old Town building property.24 A. Yeah. Yeah. He was somehow, but I don't25 recall how.




1171 Q. What was his involvement; do you recall?2 A. I don't. Clare Morse was involved in it,3 but I don't recall. I think -- I don't know. Maybe4 Michael -- Michael Memmott wasn't involved in that.5 Yes, he was. He was trying to raise funds to -- at6 one point, around 2008, I would guess. He said he7 was raising the money to pay off a mortgage, and I8 don't think he ever raised that money either.9 (EXHIBIT 6 WAS MARKED.)

10 Q. (By Mr. Gaylord) Let me show you a11 document marked as Exhibit 6. And, first of all, I'm12 going to ask you, you maintained an email address or13 addresses, correct?14 A. Yes.15 Q. You have an email account?16 A. I do now, yeah. I mean, I've had one for17 long years. 18 Q. And you will see at the very top it says19 dbecker@[email protected]?20 A. Right.21 Q. Is that an email that you use?22 A. Yes.23 Q. And that's an email you still use?24 A. Yes.25 Q. And you will see this is an email to a

Sheet 30

1181 ?2 A. Right.3 Q. This is a lawyer in Wichita?4 A. No. He was in Kansas City.5 Q. Okay. And you retained him to assist in6 the Wichita -- 7 A. Yes.8 Q. -- transaction, or lawsuit? And you will9 see the very first line says, "Attachments: Wichita10 Jeff Anderson AFF.doc; Wichita Memmott Aff.doc" --11 A. Oh, Okay. Yeah.12 Q. And then it says, quote, "Doug: Attached13 are four affidavits supporting the receivership14 action." 15 A. Okay.16 Q. So you prepared an affidavit for17 Mr. Memmott, Jr.'s signature; is that right?18 A. I must have.19 Q. Was --20 A. Okay. Okay. Yeah. Here -- here are --21 on page -- paragraph 7 of Memmott, Jr.'s deposition,22 it says, I mean, affidavit, "I was ultimately unable23 to obtain the loan." So I did think he had done a24 loan, but that was his involvement. But I don't25 think Mike Memmott was involved in it. He didn't

1191 have any ownership and he was just trying to get a2 loan to pay off a mortgage.3 Q. Do you know why you were seeking -- why4 were you seeking Mr. Memmott's affidavit for this5 purpose? 6 A. I don't recall why I had the other ones,7 also. Something to do with the -- there was -- the8 payments hadn't been made to keep the mortgage up on9 the property, and maybe they were trying to foreclose10 on the property. Maybe their receivership -- I don't11 know if we were trying to put it in receivership. I12 think they were trying to put it in receivership. So13 this is our effort to just try to stop that or slow14 it down, I guess. Ultimately, the property was lost.15 And this is the same property that Clare Morse took16 an $800,000 loan against.17 Q. Is there a reason you were communicating18 with Mr. Memmott in February of 2008 regarding the19 creation of DBLS Investments by you and Mr. Smith?20 A. I guess there was, but I don't know. I'm21 not one of those savants that can remember the date.22 Q. And I guess I'm curious, were you23 intending to invest with Mr. Memmott or Mr. Memmott24 in looking to invest with you?25 A. Me personally?

1201 Q. With DBLS Investments.2 A. I don't remember what the -- why.3 Mr. Memmott was always trying to raise money for4 people, or said he was, but -- and earlier you asked5 me why I responded. Mr. Memmott, he -- I was never6 aware of any time that he ever raised the money he7 promised to raise.8 Q. So I guess my question is, is why would9 you be reaching out to -- when did you gather that10 understanding? 11 A. Well, just in the last couple of years, so12 it was -- 13 Q. Not in 2008 when you --14 A. Probably not.15 Q. -- were negotiating or discussing it with16 him? 17 (EXHIBIT 7 WAS MARKED.)18 Q. (By Mr. Gaylord) In terms of19 Mr. Memmott, were you working with Mr. Memmott on20 behalf of Mr. DeYoung or on behalf of APS?21 A. It would have been APS.22 Q. Pardon?23 A. APS.24 Q. And in terms of working with Mr. Memmott25 on behalf of APS, what were you doing on behalf of



REDACTED


1211 APS in working with Mr. Memmott?2 A. I don't recall any specific things, but it3 was always trying to -- I might have set up one of4 his LLCs, a couple LLCs. I don't know. Or he was5 always doing -- trying to do deals. So never -- I6 probably would have stepped in the initiation stage7 like this one where I set up the --8 Q. Let's make a good record of this. I'm9 showing you a document marked as Exhibit 7, and this10 is an email from your Hotmail account to --11 A. Yes.12 Q. -- Mike Memmott at13 . And in the body of it, it14 indicates that you were informing him of DBLS15 Investments, LLC being set up on the 28th of December16 2007. 17 A. Right.18 Q. And my question is, do you recall sending19 this email to Mr. Memmott?20 A. This specifically?21 Q. Yes.22 A. No. But I certainly could have.23 Q. Do you know why you would be sending this24 information to Mr. Memmott?25 A. For some reason we probably set up the

Sheet 31

1221 DBLS and he probably wanted to know what the EIN was.2 Q. Why would he be interested in the EIN for3 an entity that you and Mr. Smith had set up?4 A. Probably we -- I'm guessing, because he5 wanted -- needed to do it for some kind of6 transaction. 7 Q. Were you going to enter into a transaction8 with Mr. Memmott?9 A. I don't specifically recall. I don't

10 know. I probably -- we -- he may have promised to do11 one, but I don't think we ever, as I said before,12 ever finished a transaction.13 Q. So your point is you might have sent this14 to him just to consider doing a transaction with him,15 but you don't recall ever doing a transaction with16 him? 17 A. Exactly.18 Q. Why would you -- well, strike that.19 I'll show you a document that we're going20 to mark as Exhibit 8.21 (EXHIBIT 8 WAS MARKED.)22 Q. (By Mr. Gaylord) Do you recognize this23 document, which is an email addressed -- from you24 addressed to Mr. Memmott dated March of 2008, in25 which you exchanged a nondisclosure agreement? Do

1231 you recall, first of all, sending this email and/or2 preparing this Non-Circumvention, Non-Disclosure3 Business Compliance Agreement?4 A. I don't specifically recall it. And I5 don't think I would have prepared this agreement.6 It's not the kind of language I generally use. I may7 have had it on -- in my documents someplace I saved8 and sent it to him. Especially in the back here9 where it talks about -- on page 3, I guess, the10 President of the United States, having signed HR11 3723, The Economic Espionage Act, I don't know12 anything about that.13 Q. Down in the middle of that last page, it14 has Dustin Wilcox for Epik Funding, LLC. Who is15 that? 16 A. I don't know. It doesn't -- it's not17 familiar to me.18 Q. So I'm going to come back to the email.19 Why were you sending this Non-Disclosure Agreement to20 Mr. Memmott? 21 A. I don't know.22 Q. You have no idea as you sit here today why23 you would be sending that to him?24 A. Right. He may have called up and asked25 for a form non-disclosure agreement and I may have

1241 just sent him this. This is not something -- it's2 not what I -- I wouldn't have written this.3 Q. Well, wasn't it APS's or Mr. DeYoung's4 attempt to try and keep the relationship between5 Mr. Memmott and APS somewhat secretive so it couldn't6 be manipulated or used against them?7 A. I don't know that. I don't know what...8 Q. You didn't send this for that purpose?9 A. No. No.10 Q. Did you assist Mr. Memmott in finding11 properties in which there was a potential for a tax12 sale and allow Mr. Memmott to invest in properties or13 buy properties out of a tax sale?14 A. I don't think I ever assisted him. I was15 aware of the tax sale stuff that he did, but I don't16 think I ever helped him.17 (EXHIBIT 9 WAS MARKED.)18 Q. (By Mr. Gaylord) I'm showing you a19 document marked as Exhibit 9. This is an email from20 you to Mr. Memmott dated in May of 2008, which you21 appear to identify properties that were the subject22 of tax sales. Were you aware of -- does this refresh23 your recollection that you were finding properties24 for Mr. Memmott to acquire through tax sales?25 A. No. This is a property that was already



REDACTED


1251 owned by -- I think by American Pension or -- because2 375 East Logan is very familiar. I mean, I don't3 know where it is, but it's -- I recognize the address4 and I'm pretty sure that was owned by APS, so I5 wouldn't have gone out and found anything for him.6 Q. So what was the purpose of this email?7 A. He probably asked what's happening on 3758 East Logan, because I know he did tax sales stuff.9 Q. So why was he asking you for this10 information? 11 A. Because Curtis probably told him I knew12 about this property. This is -- I think this may13 have been owned at one time by Clare Morse. I don't14 know. 15 Q. So it was your practice to just simply16 respond to Mr. DeYoung if he said to send this to17 Memmott, you would just do it?18 A. Yeah. All of this is public information.19 There's nothing secretive about. It's just the20 property identification number and taxes, which you21 can look up on the internet.22 Q. Do you recall a discussion with23 Mr. DeYoung about giving this information to24 Mr. Memmott? 25 A. No. He could have.

Sheet 32

1261 Q. Is that the way it would normally work,2 though, Mr. DeYoung would say, hey, send this3 information to Michael Memmott?4 A. Yes.5 Q. And you would just follow his orders?6 A. Yes.7 Q. Without question?8 A. Yes. On this case.9 (EXHIBIT 10 WAS MARKED.)

10 Q. (By Mr. Gaylord) I'm showing you a11 document marked Exhibit 10, ask you if you recognize12 this document. This is a document addressed to Mike13 Memmott at Sawtell and to Curtis from yourself dated14 August of 2008. Do you recognize this email?15 A. I could have sent it, but I would have --16 that's probably -- I probably prepared it and then17 just left blanks because he wanted to -- a promissory18 note for something, so...19 Q. Well, it appears as though this is a20 promissory note and it says, "Secured by Personal and21 Intangible Property" in which Innovative Services and22 Michael D. Memmott, Jr. are promising to pay, quote,23 "those persons whose names and addresses appear on24 the attached Exhibit A, the principal sum of," and25 then along with interest at 10 percent. So I guess

1271 my question is, who asked you to draft this note?2 A. Curtis would have asked me to.3 Q. And did you understand who the borrowers4 would be on this note?5 A. It looks like Innovative Services and6 Michael Memmott individually.7 Q. Do you know who the lenders would be?8 A. I don't know.9 Q. Do you know whether the lenders were10 APS clients? 11 A. I don't know. No.12 Q. Did you ever see any promissory notes13 signed by either Innovative Services, Michael14 Memmott, Jr., Learnframe, or Sawtell, on behalf of --15 in which they were the borrower and individual APS16 clients were the lenders?17 A. Oh, individual?18 Q. Yes.19 A. No.20 Q. Never?21 A. No. I don't recall that.22 Q. Was this prepared so that monies could be23 loaned to Michael Memmott, Jr. or Innovative Services24 based on monies advanced by APS clients?25 A. I don't know. I don't know where the

1281 money came from.2 Q. And you didn't follow-up to find out where3 the money came from?4 A. No.5 Q. Now, you indicated you didn't know what --6 you were aware of Prime Utah, LLC?7 A. I don't recall that.8 Q. Did you say you were aware of?9 A. I don't recall it. I may have, but I10 don't recall it.11 Q. You don't recall Prime Utah?12 A. No.13 Q. Do you know why you would be providing14 wiring instructions for Prime Utah?15 A. I guess I knew about it, but I don't know.16 (EXHIBIT 11 WAS MARKED.)17 Q. (By Mr. Gaylord) Let me show you a18 document marked Exhibit 11, which is an email from19 yourself to dated August of 2008.20 Do you recognize this document?21 A. I don't recognize it, but it's from me to22 Julie and Michael Memmott probably. I don't know23 why. I don't know. I don't know what this says24 anyway. 25 Q. And you will see that it's following up



REDACTED


1291 from an email from , which is Mike2 Memmott, Jr., right?3 A. Right.4 Q. To you --5 A. To me.6 Q. -- asking about wiring?7 A. Right.8 Q. What was that about?9 A. I don't know.

10 Q. You have no recollection as you sit here11 today what that wire was about?12 A. That was six years ago. No.13 Q. And as it relates to Prime Utah, you don't14 know what Prime Utah, LLC was?15 A. I don't.16 Q. I asked you whether or not you knew17 whether Prime Utah, LLC had received substantial18 funds from APS. Were you aware of that?19 A. I was not. Well, I am not.20 Q. You are now?21 A. No, I'm not. I'm not aware of any22 substantial funds, whatever substantial is.23 (EXHIBIT 12 WAS MARKED.)24 Q. (By Mr. Gaylord) I'm showing you a25 document previously marked in Mr. DeYoung's

Sheet 33

1301 deposition as Number 53 and in your deposition it is2 12. I would like you to take a look at that and ask3 you if you -- hold on. Hand that back so I can give4 more copies to everybody else. There you go. I'll5 ask if you recognize that document.6 A. I don't.7 Q. You don't. You will see that your email8 is August of 2008 and the document reflects a wire9 transfer made to Prime Utah, LLC of $40,000 in10 December of 2008. Were you involved at all in11 accomplishing that wire transfer?12 A. I'm not aware of it. No. I didn't have13 anything to do with the wires. This one -- this one14 in Exhibit 12 is for 100,000.15 Q. Well, it shows that one is for 100,000,16 you're right. I was referring to the first page --17 A. Oh, the first page.18 Q. -- which would show that there was a wire19 transfer that was also made in December of 2008 for20 $40,000. 21 A. Oh, no.22 Q. And you weren't aware of wire transfers23 going to a Prime Utah, LLC from the APS Master Trust24 Account? 25 A. No.

1311 Q. Take a look at the second page of this2 document. It has a signature. Do you see that? Do3 you recognize the signature? The second page.4 A. Right.5 Q. Of Exhibit --6 A. Signature.7 Q. Hold on. Not the second page. I'm8 looking at the wrong document. My apologies.9 A. Well, there is -- okay.10 Q. The fourth page.11 A. That's Curtis' signature.12 Q. And do you know whether that is his actual13 signature or was it a stamp signature?14 A. I don't know.15 Q. Do you know whether or not APS used a16 stamp signature for Curtis?17 A. I don't know if they did on wire18 instructions, but I know they used it at times for19 other stuff. I never had the stamp. I never used20 it. 21 Q. You never had access to it?22 A. No.23 Q. Do you know who did have access to it?24 A. I don't.25 Q. And looking back at Exhibit 11, as you

1321 review this document, you don't have an understanding2 as to why you were being asked about a wire transfer3 to Prime Utah from Chase Mortgage?4 A. I don't know.5 Q. To Chase Mortgage. Or from Chase Mortgage6 to Prime Utah? 7 A. I don't.8 Q. This doesn't refresh your recollection at9 all? 10 A. It doesn't.11 (EXHIBIT 13 WAS MARKED.)12 Q. (By Mr. Gaylord) I'm now showing you a13 document marked Exhibit 13. It is a multipage14 document and this deals -- it's dated, again, August15 of 2008, and it is to Mr. Memmott, so you were16 sending quite a few emails to Mr. Memmott on that17 date. So having reviewed this, that doesn't refresh18 your recollection as to why you were having these19 email exchanges with Mr. Memmott; would that be fair?20 A. Well, no. I'm reviewing it.21 (Reading) I still don't recall the --22 I've looked it over. I don't recall the specific23 transaction, but -- I don't.24 Q. You don't have any recollection of this25 transaction?



REDACTED


1331 A. I really don't.2 Q. That is a transaction in which American3 Pension Services was participating in a loan --4 A. Right.5 Q. -- made by Sawtell Capital, correct?6 A. Yes.7 Q. Relating to 117 acres in Alpine, Utah.8 Did that relate to the Clare Morse deal?9 A. I don't think so. No.

10 Q. But you don't have any recollection as11 to -- you obviously were asked to assist in drafting12 this agreement?13 A. Right. It says I made changes to it and I14 tried to make it stronger in favor of APS, but I15 don't. I really don't recall it.16 Q. Now, it comes on the same day that you're17 talking about a wire transfer to Prime Utah, LLC?18 A. Right.19 Q. In fact, these two come an hour and 1520 minutes apart from one another. You don't have any21 recollection of all that together figuring out what22 you were doing that day, huh?23 A. I'm sorry. I really don't.24 (EXHIBIT 14 WAS MARKED.)25 Q. (By Mr. Gaylord) Let me show you a

Sheet 34

1341 document marked as Exhibit 14. This is an email from2 your email account to Michael Memmott dated August3 25, 2008, relating to the participation note and it4 says, quote, "Now that you have your money in hand5 and hopefully a great real estate deal, I do need6 signed documents including the participation7 agreement and a signed trust deed and note, or a deed8 evidencing an undivided interest in the real9 property, Curtis is antsy. I need this job."10 A. "I need this job."11 Q. So does that refresh your recollection as12 to the transaction at all?13 A. I'm sorry. It really doesn't.14 Q. You would agree that what this reflects is15 Mr. Memmott received money from APS in accordance16 with the participation agreement and you were trying17 to get this participation agreement and/or some18 document evidencing that amount?19 A. Yes.20 Q. Do you recall ever receiving that back21 from the Memmotts?22 A. I don't, no. But it would be -- this is23 consistent with which -- with how Curtis acted, and24 kind of Michael acted, too, so I don't know if it --25 the note, the participation agreement, ever came

1351 back. 2 Q. And that's because as you saw it,3 Mr. DeYoung would advance monies and never really4 press to get any evidence of what that money was5 being used for or get any documentation to verify6 that he had, in fact, some claim against Memmotts if7 they didn't pay?8 A. And many times -- well, and not9 specifically Memmotts, but in other cases, yes.10 Q. Now, let me show you, then, again a11 document the next day, dated August 26, 2008, again12 to Mr. Memmott from yourself, attaching another copy13 of the final participation agreement. "Please let me14 know when you receive" --15 MR. CHANDLER: Mark, did you mark it 15?16 MR. GAYLORD: Yes.17 (EXHIBIT 15 WAS MARKED.)18 Q. (By Mr. Gaylord) Does this refresh your19 recollection? Do you know whether you ever received20 a copy of this back from Mr. Memmott?21 A. I really don't know. I'm sorry. It's --22 Q. It's just not ringing a bell to you?23 A. It doesn't ring a bell.24 Q. Okay.25 (EXHIBIT 16 WAS MARKED.)

1361 Q. (By Mr. Gaylord) Did Mr. Memmott ever2 retain you to represent him?3 A. He may have. What do you mean represent4 him? 5 Q. Well, to assist him in any legal matters.6 A. He might have, but I don't -- I mean, I7 can't say I didn't, but I don't recall when I might8 have. 9 Q. Let me show you a document marked as10 Exhibit 16, which is an email from yourself to11 Mr. Memmott of July 17th, so we're now another year,12 almost a year later, in which the subject line is13 "commercially reasonable definition." And then you14 provide in the body, "Commercially reasonable effort15 requires APS to devise a strategy for obtaining the16 funds; to carry out such strategy with the purpose17 and the intent to timely acquire such funds according18 to this Agreement; to have a viable alternative plan19 for the acquisition of the necessary funds in the20 event that the original strategy is unsuccessful and21 then to proceed forward with the alternate plan as if22 such plan was the original strategy."23 Do you see that?24 A. Yes.25 Q. What was the purpose of this email?




1371 A. I don't know. I don't recall. I'm not2 trying to be difficult. I just honestly don't3 recall. 4 Q. You don't recall why you were having an5 email communication with Mr. Memmott about6 commercially reasonable efforts?7 A. Well, he's probably talking -- I don't8 know. I'm just conjecturing, but I just --9 Q. Don't conjecture. I'm trying to find out10 if you really do know why you're having this11 communication with him.12 A. I really don't know.13 Q. Were you aware that the Memmotts and14 Curtis signed an indemnification or release agreement15 between one another?16 A. No.17 Q. You were not consulted at all at any time18 about drafting a release agreement between the19 Memmotts and Curtis DeYoung and APS?20 A. I may have drafted one, but I wasn't --21 I'm not aware as we sit here that there was one ever22 signed or that was the purpose of it. I may have23 drafted it for other purposes and they may have24 changed it, but I don't -- no, I don't recall.25 Q. Do you know why Mr. Memmott would be

Sheet 35

1381 sending you an article about whether survival was2 only for the rich?3 A. No.4 Q. Do you have any understanding as to why he5 would send you an email about that?6 A. No.7 Q. Why would you send Mr. Memmott a copy of8 the APS Custodial Services Agreement?9 A. He probably called up and asked for it.

10 Maybe he was trying to -- oh, there was a case where11 he invested in -- and I don't recall now, put a bunch12 of money into a company and he included some IRAs.13 He was getting somebody to set up an IRA to invest, I14 guess is what happened. He had a person that had15 some retirement funds, and I don't recall the name,16 and that the retirement funds were needed to be put17 into APS for that person to invest the money to a18 loan going to him, so that is probably why I did19 that. I seem to -- I seem to recall that. No20 specifics, but...21 Q. Do you recall why you would have done22 that? 23 A. I don't. I wouldn't be surprised if there24 was a lawsuit that resulted in that at some point.25 Not against Mike, but...

1391 Q. But you don't know -- I mean, your thought2 is he might have been doing some deal and you just3 sent it to him as a courtesy?4 A. Yeah.5 Q. Did you get Mr. DeYoung's approval to send6 a copy of the Custodial Services Agreement to him?7 A. Probably not, because it was just an8 ordinary thing to do. Michael had -- I don't know if9 by this time, but he had -- Julie Hansen had loaned10 some money to him and he never paid her back, and so11 I think he was afraid to call the office just12 generally and ask them questions. Now --13 Q. He borrowed money from Julie Hansen?14 A. I think so.15 Q. And refused to pay it back?16 A. Well, failed to pay it back.17 Q. And did Julie do that in her own name18 through her IRA?19 A. Probably her IRA.20 Q. Did she use an entity for that purpose?21 A. I don't -- I doubt it, but I don't know.22 Q. Mile High, does that sound familiar to23 you? 24 A. Mile High?25 Q. Mile High Real Estate.

1401 A. No, it doesn't.2 Q. Did you know you were the registered agent3 for Mile High Real Estate?4 A. No. I don't recall that.5 Q. You didn't know that at all?6 A. Well, no, I don't. There were a lot of7 companies. 8 Q. How did you track all of the companies9 that you were a registered agent and a manager for?10 A. I didn't.11 Q. Did you? You didn't?12 A. I didn't.13 Q. That wasn't important to you?14 A. It wasn't.15 Q. Even if it was for one of the APS clients16 or APS employees?17 A. Well, I guess that was from Julie's, but I18 don't recall. No.19 (EXHIBIT 17 WAS MARKED.)20 Q. (By Mr. Gaylord) I'll show you a document21 marked as Exhibit 17, ask you if you recognize this22 exchange of emails. And this is an mail from Judson23 to yourself regarding the Memmotts, and let's start24 with that, which is in October of 2009. He says to25 you, "Dean, I need you to encourage Mike Memmott to




1411 make time for me next week."2 MR. CHANDLER: You know what, Mark, if I3 could just pause for a second. I think we might be4 getting into the attorney/client stuff with this5 exhibit here looking through the body of it. It is6 not something I have seen before. But I think I am7 going to object to the --8 MR. GAYLORD: Okay. Well, let me probe9 that a little bit.10 Q. (By Mr. Gaylord) Mr. Pitts, did he11 represent APS at the time that this was written?12 A. (Reading) I guess he did on the Wilcoxen13 case. 14 Q. And the Wilcoxen case is what case?15 A. That's with Benton Wilcoxen and then16 Composite Technologies.17 Q. And that was a case by APS?18 A. Yes.19 Q. Not by Mr. DeYoung?20 A. Right.21 MR. CHANDLER: I understand.22 MR. GAYLORD: Is that good?23 MR. CHANDLER: Yes.24 Q. (By Mr. Gaylord) So let's continue.25 A. Okay.

Sheet 36

1421 Q. It says, "Dean, I need you to encourage2 Mike Memmott to make time for me next week. I spoke3 with him today to review his affidavit in4 anticipation of filing the MSJ for Curtis in the5 Wilcoxen case. Mike said he could meet with me next6 week, but would not commit to a date, and asked me to7 call him back on Monday to set a date and time. I8 sense delay, and I really need that affidavit for the9 MSJ." 10 So the first question I have is, what11 involvement did Mr. Memmott have with the Wilcoxen12 case? 13 A. Well, Memmott set up -- I think Memmott,14 Sr. or Jr. set up the loans from Curtis, or American15 Pension, I guess to Wilcoxen. They kind of came16 through I think Mike Memmott, Sr., and so Memmott was17 there to make -- make statements regarding those18 loans and the fact that Wilcoxen was supposed to pay19 those back. I guess Wilcoxen was denying he received20 the money or something to that effect.21 Q. And if I recall your testimony, you said22 that they got a judgment against him --23 A. Right.24 Q. -- but it was uncollectable?25 A. Yeah. I don't know if they ever collected

1431 it. 2 Q. Okay. Did you provide anyone other than3 Mr. Memmott -- was it your practice to hand out the4 Custodial Services Agreement to anyone who asked for5 it? 6 A. Well, it was on the internet, so I don't7 know. I probably -- I'm not familiar -- I mean,8 not -- I don't think I did it very much. I don't9 even recall where they were located, but -- yes, I10 do. I see it. But it was just -- it was a -- it11 wasn't as private. It wasn't a secret.12 Q. The custodial agreement was on the13 internet? 14 A. Well, no. This is a document that people15 sign up to create an IRA.16 Q. What about the Custodial Services17 Agreement with the bank?18 A. I think that was part of it.19 Q. You always provided a copy of the20 Custodial Services Agreement to an APS client?21 A. Well, no. A Custodial Services -- I22 think -- 23 Q. And I want to make sure we're talking24 about the same thing.25 A. Right. And I think we're talking about

1441 two different documents.2 Q. Okay.3 A. The document between APS and the bank, no,4 I didn't give that to anybody. But the document that5 people signed up for that they -- when they created6 an IRA account, it may have referenced that, but that7 was just a -- they were --8 Q. It was like a 5305?9 A. Right.10 Q. With the reference to the custodial11 agreement? 12 A. Right.13 Q. So why would you be giving a Custodial14 Services Agreement between APS and the bank to15 Mr. Memmott? 16 A. Do I say that?17 (EXHIBIT 18 WAS MARKED.)18 Q. (By Mr. Gaylord) Let me show you Exhibit19 18. 20 A. Oh. I don't recall. Curtis may have21 asked me to send it to him. I don't know.22 Q. This was not done in the ordinary course23 where you would send just anyone --24 A. No.25 Q. -- a copy of the Custodial Services




1451 Agreement? 2 A. Right. No.3 Q. And you don't have any recollection as to4 why you would be sending Mr. Memmott a copy of the5 Custodial Services Agreement?6 A. I don't.7 Q. You indicated he came in on a regular8 basis, Mr. Memmott, Jr. You were going to say9 something? 10 A. Yes. Sometimes Curtis was at -- Curtis11 was at Mike Memmott's office a lot, and so this may12 have been a case where Curtis wanted a copy of the13 agreement just sent over to him so he could look it14 over for something while he was at Mike Memmott's15 office. That could have been the reason, too.16 Q. Okay. Fair enough. When you say that, do17 you know what he was doing at Mr. Memmott's office on18 a regular basis?19 A. No idea.20 Q. Do you know how much time he spent --21 would it be fair to say he spent -- he would be there22 almost on a daily basis?23 A. At times, yes.24 Q. Were there times he wouldn't come to APS,25 but he would be at Mr. Memmott's office?

Sheet 37

1461 A. Yes. I didn't know that specifically, but2 I knew it from talking to other staff persons that3 said that's where he is, so...4 Q. Do you know whether Mr. Memmott and5 Mr. DeYoung traveled together?6 A. Traveled together?7 Q. Yes. And when I say Mr. Memmott, I mean8 Mr. Memmott, Jr.9 A. Junior, right. I don't know.

10 Q. Did you know that they had made11 reservations to travel to London?12 A. Yes.13 Q. Do you know why they were traveling to14 London? 15 A. Michael apparently -- Mike Memmott, Jr.16 apparently had some -- and this is probably within17 the last year, I would guess. Probably in 2014, I18 would guess. I don't know. Where he was supposedly19 raising money from some European source that they20 were going to make a lot of money on and -- in the21 range of 10 to $20 million. And so it was just,22 yeah, I was aware that he was going to go to London.23 Q. Do you know what type of investment this24 was that they were talking about?25 A. No idea. And I've had contact over the

1471 years with people that had these pie in the sky2 European deals where Arab investors would invest, or3 whatever the situation was, and they were going to4 make lots of money. Nothing ever panned out.5 Q. Did you have discussions with Mr. DeYoung6 about this investment that he and Mr. Memmott were7 going to travel to London for?8 A. No. He talked -- he mentioned it was9 happening. He was pretty excited it was going to10 happen, but nothing ever happened.11 Q. Do you know if that transaction ever12 occurred? 13 A. I'm sure it never did.14 Q. Why are you so sure?15 A. Because I would have heard that there was16 a $20 million check or something that came in that17 Curtis thought that was going to solve all his18 problems with the SEC.19 Q. So you had discussions with Mr. DeYoung20 about this transaction solving his problems with the21 SEC? 22 A. No, I didn't have discussions. I just23 assumed from -- I knew there was an issue -- there24 were issues with the SEC and I knew that Curtis was25 -- Michael Memmott was doing something in Europe and

1481 Curtis was thinking about going to Europe and they2 were all excited about the money coming in, which3 never came in, and so I -- I was never aware of it4 coming in. 5 Q. Do you know whether Mr. DeYoung advanced6 any monies to Mr. Memmott in order to attempt to7 facilitate such an investment transaction?8 A. I'm not personally aware of it, but I'm --9 LaMont mentioned he sent out checks to -- or prepared10 checks, or Curtis prepared checks that he gave to11 Michael Memmott.12 Q. Even within the last year or two years?13 A. Oh, yes. Within the last year.14 Q. Prior to January of 2014, did you have any15 discussions with Mr. DeYoung about the16 misappropriation of over $24 million from the Master17 Trust Account? 18 A. Never.19 Q. After January of 2014, did you have any20 discussions with Mr. DeYoung about his21 misappropriations of $24 million?22 A. I never discussed it with Curtis.23 Q. Did you discuss it with Judson Pitts the24 fact that $24 million was missing from the Master25 Trust Account?




1491 MR. CHANDLER: And I'll object here on2 attorney-client grounds and ask the witness not to3 answer it. 4 Q. (By Mr. Gaylord) Well, Mr. Pitts worked5 for APS, did he not?6 A. Yes.7 Q. And you understood Mr. Pitts was8 investigating on behalf of APS whether there were9 missing funds from the Master Trust Account, correct?10 A. Yes.11 Q. So I'm going to ask you again, did you and12 Mr. Pitts have a discussion -- and at the time you13 were an independent contractor working for APS?14 A. (Nodding head in the affirmative.)15 Q. I'm going to ask you again to tell me what16 discussions you and Mr. Pitts had with regard to17 whether or not Mr. DeYoung had misappropriated18 $24 million. 19 A. Well, I think I mentioned that in the20 prior deposition. Do you want me to recite again21 what happened? 22 Q. Yes, I do.23 A. Apparently, there was a deposition that24 Curtis was going to by the SEC and he had met with25 his attorneys just prior to meeting with them and

Sheet 38

1501 apparently, according to Mr. Pitts, Curtis said, yes,2 there's money missing out of the books, $24 million,3 or something to that effect.4 Q. And did you have any follow-up discussions5 with Mr. Pitts about investigating that6 misappropriation of $24 million?7 A. No.8 Q. Did you observe or did he ask -- Mr. Pitts9 ask you to undertake an investigation into the10 misappropriation of those funds?11 A. No.12 Q. Did you have any discussions with13 Mr. LaMont Smith about the misappropriations of those14 funds? 15 A. Yes.16 Q. And that was after your conversation with17 Mr. Pitts? 18 A. Yes.19 Q. What did you and Mr. Smith talk about?20 A. I just commiserated with Mr. -- with21 LaMont that this is what I had heard and LaMont said22 that he understood -- well, he -- no, he didn't23 understand. He suspected that there were issues,24 that he had prepared documents for Curtis to look at,25 but Curtis never had the time to look at them, so he

1511 couldn't verify it.2 Q. What documents -- were you made privy to3 those documents?4 A. No.5 Q. Do you know, did Mr. Smith inform you what6 those documents were?7 A. No.8 Q. Did he share -- he didn't share those9 documents with you?10 A. He did not.11 (EXHIBIT 19 WAS MARKED.)12 Q. (By Mr. Gaylord) I asked you about an13 entity known as Prime UK.14 A. UK?15 Q. Yes. Have you ever heard of that?16 A. Today. Not before, though.17 Q. Do you know why you would be preparing a18 corporate, a corporate resolution for Prime UK? And19 I will represent to you that this document came off20 of your computer.21 A. Really?22 Q. Yes.23 A. I don't recall it.24 Q. You don't have any recollection as to what25 Prime UK was?

1521 A. No.2 Q. Were you aware that Mr. DeYoung -- so you3 don't have any knowledge of Prime UK and didn't4 prepare this? Well, you don't have any recollection5 of preparing this for Mr. Memmott?6 A. Well, it looks like language I would have7 drafted. I mean, it's consistent with the way I8 would draft something, but if I drafted it -- if it9 came off my computer, then I probably drafted it.10 Q. Do you have any understanding as to why11 Mr. DeYoung would be getting authority to act on12 behalf of Prime UK?13 A. I don't.14 Q. Did Mr. DeYoung have any conversations15 with you about performing or acting on behalf of16 Prime UK? 17 A. Well, he probably asked me to prepare18 that. 19 Q. Do you know if this relates to the20 potential investment that Mr. Memmott and Mr. DeYoung21 were planning on making on their trip to London or to22 the United Kingdom?23 A. Well, this is in 2012, so it's two years24 earlier than I think they were going to go, but, no,25 I don't know.




1531 Q. Do you know whether Mr. DeYoung ever2 traveled to China?3 A. China? No.4 Q. You are not aware of any trip he took to5 China? 6 A. No.7 Q. Do you know an individual by the name8 Jimmy Lu? 9 A. No.

10 Q. You never met an individual named Jimmy11 Lu? 12 A. Jimmy Lu?13 Q. Jimmy Lu, L-U.14 A. It doesn't sound familiar. I probably15 drafted some document for him, but, no, I don't16 recall it. 17 Q. I'm not suggesting you did or didn't.18 A. Well, I might have. I didn't remember19 Prime UK. 20 Q. Were you aware that Mr. Memmott and21 Mr. DeYoung were seeking to making a wire transfer22 from the APS Master Trust Account to Prime Utah, LLC23 at the Bank of China through Deutsche Bank?24 A. No.25 (EXHIBIT 20 WAS MARKED.)

Sheet 39

1541 Q. (By Mr. Gaylord) I'm showing you a2 document marked as Exhibit 20. It was marked in3 Mr. DeYoung's deposition as 33, and I realize this4 doesn't have your name on it. It's an email, for the5 record, from Curtis DeYoung to "evalala," which I6 will further represent to you based on testimony in7 documents that I could show you if you would like, is8 an individual with the Bank of China. And my9 question, if you would just take a moment and look at10 this, there is on the second page a wire transfer11 document indicating that monies were to be wired of12 $4.5 million. And my question is, are you aware or13 were you aware of any such transaction occurring in14 May of 2010 between Mr. DeYoung, Michael Memmott,15 Deutsche Bank, and the Bank of China?16 A. No.17 Q. Do you recall having discussions -- so you18 have no recollection of any discussions internally at19 APS about this transaction?20 A. None whatsoever.21 Q. Okay. Do you recall having discussions or22 participating in meetings with Mr. DeYoung about23 creating foreign tax havens and/or offshore bank24 accounts? 25 A. No.

1551 Q. You don't recall sending emails to Michael2 Memmott about potential offshore tax savings?3 A. I don't recall, no. I don't know much4 about those things. Now you're going to come up with5 some document that I did.6 Q. Yes. You're beginning to understand my7 MO. 8 A. I don't see the "lala" here.9 Q. Pardon?10 A. I don't see this "lala" lady's name.11 Q. If you look, it's "evalala." It's12 "To." It's from Curtis DeYoung on page 1 to13 --14 A. Oh, okay.15 Q. It's actually .cn, I think.16 A. Is she in China?17 Q. Yes.18 Let's mark this real quick, if you don't19 mind. 20 (EXHIBIT 21 WAS MARKED.)21 Q. (By Mr. Gaylord) I'm showing you a22 document marked as Exhibit 21, ask you if you23 recognize this document. This is an email --24 A. Oh.25 Q. -- addressed from yourself to -- now what

1561 did I do with it -- if you will see, it's an email2 addressed from you to Curtis DeYoung and it says,3 "Scroll down a ways and look at the article on4 overseas tax havens." And if you go down to page 35 you will see there's a, "Why We Need Healthy Overseas6 Tax Havens." 7 A. Oh.8 Q. What was the reason of sending this to9 Mr. DeYoung? 10 A. I have no idea. He probably asked me11 about overseas tax savings, so I did some research12 and probably found this.13 Q. I guess I'm back to the same question14 about, did you assist Mr. DeYoung in establishing15 certain overseas tax havens and/or offshore bank16 accounts? 17 A. No, I did not.18 Q. Were you aware that he had created19 overseas tax havens or participated in establishing20 such tax havens?21 A. I did not.22 Q. No knowledge whatsoever?23 A. No. I really don't. I -- well, I knew he24 had some problem in Mexico that he was trying to get25 some money out of. But other than that, I wasn't



REDACTED

REDACTED


1571 aware of -- and I don't think that was a tax savings.2 That was money that somebody had borrowed that he --3 that -- Cabo, maybe. That somebody had borrowed4 money from him and was investing in Cabo. Mike --5 Rich Groeneweg. That's who it was.6 Q. Richard Groeneweg got him to invest in7 property in Cabo?8 A. Something like that. Or maybe Rich9 Groeneweg was helping him to try to get the money

10 from the persons that invested in Cabo. But if11 that's an overseas tax savings, I don't -- I didn't12 identify that as an overseas tax savings.13 Q. What was the Wilkerson/Westergard credit14 union case? 15 A. Oh, that was -- that's a -- that was a16 messy case with -- involving Clare Morse. And they17 had borrowed a large -- it's a couple hundred18 thousand dollars, I guess.19 Q. From APS?20 A. Yes. And they put it in, and I don't know21 what the money source was, but it was started before22 my time, but then they tried to foreclose on some23 property, and Denver Snuffer got involved in it and24 resolved the case, but it shouldn't have been25 resolved the way it was and so then they continued

Sheet 40

1581 the case. The result is Clare Morse -- Westergard2 may have paid him some money, but that was -- and3 then it went to -- I can't remember the name of the4 other attorneys, but that was a large mess. But5 Clare Morse was heavily involved in that. I think he6 might have got some money out of it.7 Q. You don't know whether they did or didn't,8 right? 9 A. No. I think like Clare Morse got $30,000

10 out of it somehow as a settlement.11 Q. What was Remington, was that another Clare12 Morse entity, Remington Commercial?13 A. Yes.14 Q. Was there a similar lawsuit that was15 generated as a result of that investment?16 A. Yes.17 Q. And were you aware that Curtis had made a18 $2.1 million loan in terms of the Wichita property?19 A. Yes.20 Q. To Remington?21 A. I guess it was, maybe.22 Q. And that loan was never repaid?23 A. No. That was the one where -- where he24 loaned the money and then Clare -- that's where Clare25 took the 800,000. That's the same property, that

1591 Wichita Old Town Center property.2 Q. But was it your understanding that APS had3 made a $2.1 million loan with regards to the Old Town4 Wichita property?5 A. Yeah. I think that's what the amount was.6 Q. And who was the borrower in that?7 A. I guess it was Remington, because, as I8 recall, Remington -- Clare was really pushing Curtis9 to close on this deal because he said that the10 property is really valued at $5 million and we can11 double our money in a matter of a month, and then12 Curtis bought the property and it turned out that13 that wasn't the case at all. I actually went back14 there once. Really flat.15 Q. You can see from one end of Kansas to the16 other. 17 A. That's right.18 Q. Nothing bad about Kansas.19 A. No.20 Q. I just don't want the record to reflect I21 don't like Kansas. I'm just saying you can see from22 one end to the other.23 MR. CHANDLER: The skiing isn't very good.24 THE WITNESS: If you want to go skiing25 there, yeah.

1601 MR. GAYLORD: Do you mind if we take a2 short break? 3 THE WITNESS: No.4 (Break)5 Q. (By Mr. Gaylord) Zenith Financial. Tell6 me, again, what Zenith Financial is.7 A. I thought it was -- now that I think about8 it, I thought it was doing some real estate stuff,9 but I don't recall exactly.10 Q. You created it?11 A. I'm sure I did.12 Q. And who did you -- did you create it for13 yourself or did you create it for somebody in14 particular? 15 A. Oh, it would have been for Curtis.16 Q. Curtis?17 A. Yes.18 (EXHIBIT 22 WAS MARKED.)19 Q. (By Mr. Gaylord) I'm showing you a20 document marked as Exhibit 22, ask if you recall21 receiving this from the IRS with the EIN number?22 A. I don't think I -- I probably would just23 have printed it off the Internet.24 Q. And it shows Zenith Financial and it shows25 you as the manager, so you were the owner of Zenith




1611 Financial? 2 A. Well, it probably should have been3 manager. I don't have any ownership interest in4 Zenith that I know of.5 Q. Do you have any ownership interest in --6 A. I mean, I don't claim any. I may have7 been a member -- I may have been a member just for8 the purposes of getting the EIN.9 Q. So you received that on March 8th and then10 you sent a copy of it to Mr. Memmott?11 A. March 18th, actually, it looks like.12 (EXHIBIT 23 WAS MARKED.)13 Q. (By Mr. Gaylord) March 18th, right. And14 then you sent a copy to Mr. Memmott the next day?15 A. Right.16 Q. Does that refresh your recollection as to17 whether Mr. Memmott was the owner or do you know what18 Mr. Memmott's involvement was in Zenith?19 A. I doubt if he was the owner. He probably20 would have used it for one of his and Curtis' deals.21 Q. Is there a reason you would have been22 sending him the organizational documents?23 A. Probably because Curtis asked me to or he24 asked me to. 25 Q. So is it your understanding that Zenith

Sheet 41

1621 was an APS entity or a DeYoung entity, was it a Dean2 Becker entity, or was it a Mike Memmott entity?3 A. It was not a Dean Becker entity and it was4 not a Curtis DeYoung personal entity. It may have5 been an APS entity or it may have been a Michael6 Memmott entity. But it was not mine nor I'm quite7 positive it was not a DeYoung individual.8 This is off the record.9 (Discussion off the record about the10 blinds.) 11 Q. (By Mr. Gaylord) Let me show you a12 document marked as Exhibit 24.13 (EXHIBIT 24 WAS MARKED.)14 Q. (By Mr. Gaylord) Do you recognize this?15 Now, this is a different document sent, apparently,16 from APS, although it reflects that it was sent by17 Dean Becker, if you will see, but it was sent by18 Chris Dalton. She's associated with APS, right?19 A. Yes.20 Q. And it was sent to21 [email protected] A. Okay. Yeah.23 Q. And now if you will notice, it has the24 Articles of Organization. Do you see that?25 A. Yes.

1631 Q. It shows you as the registered agent?2 A. Yeah.3 Q. And then if you go to the next page --4 A. Right.5 Q. -- it shows who the members are.6 A. Myself.7 Q. It has Bryon LaMont Smith and yourself.8 A. Right.9 Q. So does that refresh your recollection10 that both you and LaMont Smith were the owners of11 Zenith? 12 A. Yes. And it would have been sent probably13 from Chris Dalton because we probably had her scan it14 and it was scanned to her computer and then she would15 have sent it on to whoever got it, to Michael.16 Q. It was sent to Mike Memmott.17 A. Right.18 Q. So the question is, why were you sending19 this, for example, just for the same reasons I asked20 the questions about the EIN number, why are you21 sending this to Mr. Memmott at this time in October22 of 2010? 23 A. Because Mr. Memmott or Mr. -- or Curtis24 would have asked for a copy of it.25 Q. I know, but why?

1641 A. I don't know.2 Q. It's your company. Why are you sending it3 to them? 4 A. It's not my company. I was just listed as5 a manager. I did not have any --6 Q. Well, then, if you look at -- I don't mean7 to interrupt. If you look, you're also listed as a8 member. 9 A. I understand that, but I had no financial10 interest in this company. I never used the company11 for any purposes that -- my personal purposes, nor12 did LaMont. And so we probably just -- I probably13 just formed it and -- I don't know. I guess LaMont14 was asked to be a manager, so we put LaMont as a15 manager and sent it over to wherever Curtis wanted it16 to go. 17 Q. So you are disclaiming any interest18 whatsoever in Zenith?19 A. Yes.20 (EXHIBIT 25 WAS MARKED.)21 Q. (By Mr. Gaylord) Let's me show you a22 document marked as Exhibit 25, and this appears to me23 to be an email from yourself to Mike Memmott and24 Curtis DeYoung. "Julie should have just emailed you25 the Zenith wiring instructions and here is the EIN."




1651 Why was Julie -- and I'm assuming this is2 Julie Hansen from APS?3 A. Yes.4 Q. Why is Julie Hansen sending them wiring5 instructions? 6 A. Probably because they were -- because she7 probably had the -- well, she had the wiring -- I8 don't know. Because she probably had the wiring9 instructions. I didn't keep track of all of that.

10 Q. For what?11 A. For Zenith, I guess.12 Q. Do you know why they were seeking wiring13 instructions? 14 A. I don't. And I don't know why all these15 come off of my Hotmail account, because I had an APS16 account in which I probably used. I don't -- that17 isn't consistent. I don't know why.18 Q. Well, was that an account that you19 maintained at the offices or was it an APS account20 that you maintained at home?21 A. No. I had a --22 Q. Was your Hotmail account the one you used23 at home? 24 A. That was used at my home. I've used that25 for however long I ever had the internet. That was

Sheet 42

1661 my original account. But at work I always had an2 American Pension account, either APS or3 So it surprises me that it4 comes off as Dean Becker from a Hotmail account, but5 I don't know. 6 Q. Well, you're not -- by that answer, you're7 not suggesting that this wasn't sent by you, it's8 just -- 9 A. Oh, no. If my name is on there, I sent

10 it. I just don't know why.11 Q. So my question to you is, do you know why12 you were sending over wiring instructions to Mike13 Memmott and Curtis DeYoung?14 A. I don't.15 Q. Was it because Zenith was borrowing $916 million plus from Prime Utah, LLC?17 A. Nine? I have no -- that's -- I have no18 idea. I've never heard of that before.19 (EXHIBIT 26 WAS MARKED.)20 Q. (By Mr. Gaylord) Let me show you a21 document marked Exhibit 26. This is an email from22 you to Mike Memmott, Curtis23 DeYoung, involving Prime Utah.24 A. $9 million?25 Q. Now, in it you say, quote, "Mike and

1671 Curtis: I made the attached Note Non-recourse to2 Maker and any officers, members or agents of the3 Maker. I also made the interest rate the lower of4 the 1 year Treasury or the 30 year Treasury."5 And then attached is a Promissory Note6 dated March 22nd, 2011 in the amount of $9.5 million7 from Zenith as the borrower and Prime Utah UK as the8 lender, holder. Does this refresh your recollection9 as to a nine and a half million dollar loan Zenith10 received? 11 A. It should. I should think to remember12 something about nine and a half million dollars, but13 I honestly don't. I didn't draft the note. I guess14 I'm -- it says on here that I made changes in it, but15 I honestly don't remember nine and a half million.16 Maybe it's because at one point in time I -- I just17 got burnt out with Mike Memmott stuff. It just -- he18 just had so much -- he had things that were supposed19 to happen and apparently never did. I don't know if20 anything ever happened on this.21 Q. You don't know if this transaction was22 consummated? 23 A. I have no idea.24 Q. I assume as a member of Zenith, you would25 have known whether or not nine and a half million

1681 dollars was loaned to you?2 A. Well, I don't know, because I didn't have3 the bank account. I mean, if there are bank accounts4 opened in it, I don't know if there are any --5 Q. Where was the bank account?6 A. I don't know if -- I don't know if there7 were any. There must have been if there were wiring8 instructions. But I don't -- I don't know where it9 was. I wasn't a signer on it. So if that had10 happened, I wouldn't have known about it because I11 was just... 12 Q. Do you have any recollection of drafting13 this document? 14 A. I really don't. I mean, it's -- I really15 don't. 16 (Reading) Well, you know, no, I didn't17 draft this document because this isn't -- this isn't18 language I would have used. I might have, but it19 says on here that I made it nonrecourse. Let me see20 where is nonrecourse.21 Q. If you look at the last page, too, it22 reflects that Zenith is the signatore and it has23 Curtis DeYoung as a signatore. Were you aware that24 Mr. DeYoung was a signatore on behalf of Zenith --25 A. No.



REDACTED

REDACTED


1691 Q. -- which was owned by you and Mr. Smith?2 A. No. And it might have been after -- I3 mean, there's always the possibility that we --4 Mr. Smith and I might have set it up and then at a5 later date changed it to reflect that we didn't have6 any interest in it. I mean, there might be those7 documents exist, but I don't recall. Obviously, I8 don't remember a lot of this stuff, but...9 Q. It shows up that he's the manager, not10 necessarily that he's the owner.11 A. Oh. Smith and I are both owners, aren't12 we? 13 Q. Right. Which I would assume you would14 know whether or not this loan was actually15 consummated. 16 A. I did not. And I don't see in here -- of17 course, I haven't had a chance to read it all, but18 how it is non-default, non-recourse, so I can't -- I19 can't affirm that the document attached is the one20 that's referred to. I don't know. But it's the same21 date, so it could have been.22 Q. Okay.23 A. And Ceramatec sounds familiar.24 Q. Ceramatec meaning?25 A. I don't recall what it is. Oh, Ceramatec,

Sheet 43

1701 Raymond Cutler.2 Q. Who? Raymond Cutler?3 A. What? I know Raymond Cutler.4 Q. You know Raymond Cutler?5 A. He's a neighbor of mine across the street6 from me. He's a -- he was a professor at the U of U,7 but I don't -- I can't see him doing anything with8 Mike Memmott. 9 Q. Did Curtis DeYoung know Mr. Cutler?10 A. I don't think so. And this -- this note11 doesn't talk about Ceramatec, I don't think.12 Q. So do you know why he would be receiving13 this email? 14 A. I don't know. I mean, why would Raymond15 Cutler do that? No, that doesn't make any sense.16 And Raymond Cutler is not the kind of guy that would17 associate with Mike Memmott.18 Q. Why do you say that?19 A. Because he was a very, very conservative20 kind of guy that was -- well, we've got Curtis. On21 the notary public thing, it says Curtis is manager of22 Zenith. 23 Q. Right.24 A. So somewhere along the line, Curtis became25 a manager.

1711 Q. But not the owner, so I would assume you2 as the owner would know whether or not you made a3 loan -- 4 A. No idea.5 Q. -- or entered into a loan.6 A. No. I don't.7 Q. You don't have any recollection?8 A. I don't. It's not consistent because I9 don't see any provision where it says it's10 non-recourse, so I -- the documents aren't consistent11 with one another even though the dates match.12 Q. Okay. Just so I'm clear, in terms of13 Memmott and the APS funding of the Memmott entities,14 your testimony is you don't have any knowledge of the15 amount of monies other than your general recollection16 of about $5 million going to the Memmott entities,17 right? 18 A. It's not a recollection. It's a -- it's19 just it was an assumption, I guess, of some sort. I20 don't know where.21 Q. Did you ever verify that?22 A. No.23 Q. If I were to show you wires and/or checks24 reflecting monies going to Innovative, you wouldn't25 have any knowledge about that?

1721 A. No.2 Q. You never noticed checks that Mr. DeYoung3 had signed, handwritten?4 A. I never -- I never got checks. I never5 saw -- I wasn't involved in that.6 Q. But Mr. Smith confirmed that Mr. Memmott7 -- or Mr. DeYoung had written checks out to the8 Memmott entities?9 A. Yeah. He complained about that once in a10 while. But I never saw the checks.11 Q. Okay. Did you have any involvement12 whatsoever in the financial side of APS in the sense13 that you were facilitating the transfer of funds out14 of First Utah Bank's Master Trust Account to other15 accounts? 16 A. No.17 Q. None whatsoever?18 A. Nothing.19 Q. Did you ever use the Curtis L. DeYoung20 stamp in order to have checks signed?21 A. No.22 Q. Wire transfers signed?23 A. No.24 Q. Did you ever do an analysis of the25 personal -- as part of your role in putting together




1731 trusts for the family, did you ever do an analysis of2 the financial statements of the DeYoungs?3 A. You know, I think I saw one at one time,4 but I don't -- I've never done an analysis.5 Q. A financial statement?6 A. I think I did. I think I have seen7 something one time, but I don't...8 Q. Do you have a general understanding of the9 kind of the assets the DeYoungs had as you understand10 it? 11 A. The only assets I'm aware that Curtis had12 were his house, which I thought was worth a million13 dollars or so, a Bluffdale property, and he had a14 bunch of interests in -- you know, he had an interest15 in a property out in Tooele someplace, but I don't --16 I don't think anything ever came out of that.17 Q. Other than what the APS entities all owned18 across the -- 19 A. Right. Right.20 Q. Were you aware that he owns property in21 Belize? 22 A. Belize?23 Q. Yes.24 A. No. And the Cabo, but I think that was an25 APS thing.

Sheet 44

1741 Q. Who is Brad Bentley?2 A. Brad Bentley? Brandon Bentley.3 Q. Brandon Bentley?4 A. I think so.5 Q. We've got a Brad.6 A. There was a Bentley guy that was in7 Oklahoma or Texas or someplace that Curtis had loaned8 -- maybe it was even in Ohio, at some point in time,9 Curtis had loaned $40,000 to, I guess, and/or

10 something to that effect, and we had a lawsuit11 against him. 12 Q. That was a Brandon Bentley, not a Brad13 Bentley? 14 A. I don't remember a Brad Bentley. I15 remember a Brandon. Oh, in fact, we might even have16 chased him to North Dakota. It might have been an17 oil guy or something like that.18 Q. You testified that you were involved, at19 least in part, in changes made to the custodial20 agreements between First Utah Bank and APS, correct?21 A. I was part of that process, yes.22 (EXHIBIT 27 WAS MARKED.)23 Q. (By Mr. Gaylord) Let me show you a24 document I'm marking as Exhibit 27 and ask you if you25 recognize this document.

1751 A. Whoa. 1992?2 Q. Yes.3 A. I may have reviewed it at one time, but I4 don't specifically recall this one, no. I think the5 files we were updating were from the '90s.6 Q. The documents you were updating were from7 the '90s? 8 A. I think so.9 Q. If I represented to you that this was the10 controlling document between APS and First Utah Bank11 as custodian --12 A. Really?13 Q. -- until the 2009 Custodial Services14 Agreement was amended --15 A. Wow.16 Q. -- would that surprise you?17 A. Yeah.18 Q. It would, why?19 A. Because I would be surprised it would have20 taken 20 years to update it.21 (EXHIBIT 28 WAS MARKED.)22 Q. (By Mr. Gaylord) Let me show you a23 document marked as Exhibit 28, ask you if you24 recognize this document.25 A. Okay.

1761 Q. Do you recognize this document?2 A. I probably worked on it.3 Q. Is this the Custodial Services Agreement4 that you did work on along with Mr. Clayton?5 A. It probably is.6 Q. And do you recognize the signatures on the7 last page? 8 A. I recognize Curtis, but not the other one.9 Q. Do you know who David L. Brown is?10 A. I think he's the owner of -- well, he's11 the CEO of First Utah.12 Q. That's just what you understand from the13 document? 14 A. That's what I understand. I don't15 recognize his signature at all.16 Q. Were you involved, other than what we17 talked about previously, to what extent were you18 involved in the drafting of this document?19 A. I would have -- I think Jeff Clayton20 probably drafted it. I may have gone through and21 tried to make it clearer, or not clearer, but I don't22 know, just put my -- just reviewed it.23 Q. In terms of this, did you have an24 understanding -- you understood that First Utah Bank25 remained the custodian of all APS client accounts?




1771 A. As far as I was aware, yes.2 Q. And as you understood it, American Pension3 Services merely acted as the quote, third-party4 administrator? 5 A. Yes.6 Q. And it acted as basically the bank's agent7 for managing and administering the APS accounts?8 A. Without making a legal conclusion, yeah.9 Yes.

10 Q. Now, we talked about various accounts that11 were created earlier this year for Michelle DeYoung,12 Candace DeYoung and --13 A. Hailee.14 Q. Nicole, I think you said, right?15 A. Hailee, too, isn't it?16 Q. Hailee. And did you also create one for17 Curtis? 18 A. I think so.19 Q. I would like to ask --20 A. Four.21 Q. -- some questions because I want to22 confirm this. You were aware that a Receivership23 Order had been entered on April 25th because you had24 been -- 25 A. 24th.

Sheet 45

1781 Q. 24th and you had been, in essence, by the2 Receiver terminated as an employee of APS?3 A. Yes.4 Q. And subsequent to that period of time, you5 had conversations, fair to say, with Mr. DeYoung6 about transferring monies out of the LLCs --7 A. Yes.8 Q. -- from Zions to another account?9 A. Yes.

10 Q. And you, in fact, did make those11 transfers -- 12 A. Yes.13 Q. -- at Mr. DeYoung's account?14 A. Right. All three of them? All four.15 Three. Four. 16 (EXHIBIT 29 WAS MARKED.)17 Q. (By Mr. Gaylord) I marked as Exhibit 29,18 if you would take a look, these are documents19 relating to withdrawals from checking accounts from20 Zions of funds that were subsequently deposited into21 an account where?22 A. At -- where is it? Where is State Street?23 Wherever State Street is.24 Q. Right over there on --25 A. It's on the corner of Third South and

1791 State. 2 Q. Brighton Bank?3 A. Yeah.4 Q. And these monies were all deposited into5 that account there?6 A. Yes.7 Q. And if I'm not mistaken, with the8 exception of that $5,000, the monies are still there,9 and there was some money that was paid to you as a10 result, correct?11 A. Yeah. Right.12 Q. And as far as you understand, the balance13 of the monies are still in deposit at Brighton Bank?14 A. Yes. I have not done anything to transfer15 that. In fact, I have sent the statements to the16 Receiver. 17 Q. And these contain your handwriting or is18 that Michelle's handwriting?19 A. That's not -- that must be Michelle's.20 Q. On the first page?21 A. Yeah.22 Q. How about following, those are just the23 cashier's checks?24 A. Yeah.25 Q. How about the page after that, that's your

1801 signature? 2 A. Right. I don't know who the signature is.3 This is Zions Bank.4 Q. These are all Zions?5 A. Right.6 Q. I'm just trying to find out if there is7 another request. I think that's it. The rest are8 just checks? 9 A. Right.10 Q. Okay. Other than compensation you11 received from APS as an independent contractor, did12 you receive any monies from APS in any respect?13 A. Well, I borrowed money from Julie's IRA14 and Chris and Carol's IRA when my daughter got15 married, and then I paid all of those back.16 Q. Did you maintain an IRA at APS?17 A. I had one. It had $100 in it, but it18 was... 19 Q. Other than that, you --20 A. No.21 Q. -- you received no additional monies from22 APS of from Mr. DeYoung?23 A. No.24 Q. Did you know how much Mr. DeYoung and25 Michelle were making on an annual basis?




1811 A. I did not.2 Q. Did you know it was close to half a3 million dollars?4 A. A year?5 Q. Yes?6 A. No.7 Q. You chuckle. Why?8 A. Because I had no idea it was that much. I9 mean, Curtis always told me I was the second highest

10 paid person in the company, but he didn't tell me by11 what factor, what multiple. I figured he was -- I12 don't know. I figured he was making -- I didn't know13 it was that much.14 Q. Did you have any understanding as to the15 net profit APS was making on an annualized basis?16 A. I didn't. I guessed I thought it was a17 couple million or a million and a half or so. That's18 what I guessed, but I didn't know.19 Q. On an initials basis or on a gross basis?20 I asked you on a net basis.21 A. Yeah, I know. I don't know. No. I know22 -- I had no idea. And I really didn't know on a23 gross basis either.24 Q. And as the secretary of APS, you were25 never asked, never privy to the financial information

Sheet 46

1821 of the company?2 A. Never.3 Q. Who was?4 A. Curtis.5 Q. Anyone else?6 A. Probably LaMont.7 Q. Do you know if LaMont was asked to prepare8 financial statements?9 A. There were some financial statements made

10 at some point in time when the -- on the property in11 Old Town, when they were trying to refinance that.12 That was through Mike Memmott. He almost got that13 done, but he was trying to refinance the company. I14 mean, the note. And I don't -- I don't know if that15 was Curtis' personal financials or the company's. I16 don't -- I'm not sure. But other than that, no, I17 don't know. 18 Q. How many times did the bank come into19 APS's office and conduct an audit of the APS accounts20 while you were there?21 A. I was never aware of any. I mean, they22 may have, but I wasn't aware. I know the Labor23 Department came in and conducted an audit, I think,24 in 2012, but...25 Q. Did First Utah Bank ever come in and say,

1831 hey, I need to look at the books of the APS accounts2 so I can reconcile them with the accounts at the3 bank? 4 A. I wasn't aware of that, no.5 Q. Do you know whether they ever did?6 A. I don't know.7 Q. Would you have noticed that the bank was8 in there evaluating accounts?9 A. Well, when the guy from the Labor10 Department, or the person from the Labor Department11 came, they were there for a week or so. They had12 their own office. That was noticeable. But, no, I13 never noticed anything from the bank.14 Q. You didn't know whether anyone was asked15 -- are you aware of whether anyone was asked to16 provide any financial information to the bank17 relating to the deposits with the bank?18 A. I'm not aware of it, no.19 Q. Did bank personnel regularly come into APS20 offices? 21 A. No. I mean, they were --22 Q. They were just downstairs. If anybody23 needed to talk to the bank, they would go downstairs?24 A. Right.25 Q. Do you know whether Mr. DeYoung would talk

1841 regularly with the bank?2 A. I have no idea. He seemed to be -- he3 knew Doctorman. I'm not sure if he knew the4 president of the bank, but I don't -- I wasn't aware5 of any big discussions that they had, no. Or even6 little discussions. We went down there quite often.7 There was a safety deposit box where they had to8 deposit stock certificates and all that kind of9 stuff. A Rocky Dinar.10 Q. Other than that?11 A. No.12 MR. GAYLORD: I think that's all I have13 for you, Mr. Becker. I appreciate you coming in14 today. 15 THE WITNESS: Thank you for being16 extremely professional. Thank you.17 MR. GAYLORD: Do you have any questions?18 MS. MORI: No questions.19 MR. CHANDLER: If I could check with20 Mr. Becker about something really quickly. I don't21 think that I will, but is that all right?22 MR. GAYLORD: Sure.23 (Break)24 MR. CHANDLER: No questions for me.25 Q. (By Mr. Gaylord) Now that they had have




1851 had a chance to remind me of something that's on my2 list that I didn't see, let me follow-up on a couple3 more areas, and I apologize, that I was asking at the4 very beginning. Have you had any recent5 conversations with Mr. DeYoung?6 A. Yes.7 Q. How many since the appointment of the8 Receiver? 9 A. Oh, the Receiver? He called me several

10 times. April. I mean, yeah, April.11 Q. In --12 A. Or May. I don't think I talked to him13 June, July, August. Well, I saw him at the -- did I14 see him -- it was a hearing at the court. I might15 have seen him there. I don't think I talked to him16 then. And then he called me the last few days asking17 me -- telling me that there was going to be a18 deposition, because he knew about the deposition19 before I was served. And so he said there's going to20 be a deposition. And then just talked about21 remembering. I said, well, I'm going to tell the22 truth, whatever, you know, whatever happened, and he23 didn't -- he never asked me to say anything specific,24 or he did talk about --25 Q. Did he ask you -- in recent conversation,

Sheet 47

1861 did he ask you, what are you going to say?2 A. No. No. I didn't know what the3 deposition was going to be about, because I already4 had two others before that. So I didn't -- I didn't5 know. But he was worried about the attorney-client6 privilege and he reminded me how many different7 attorneys we had and how many different people that8 we had worked with that -- I mean, the attorneys and9 so he was concerned about that. But that was about

10 the extent of it.11 Q. And then I'm assuming that somebody12 reached out to you to have your Declaration13 considered, right?14 A. Right.15 Q. Mr. Chandler?16 A. Yes.17 Q. He sent you a copy?18 A. Yes.19 Q. Did you have discussions with Mr. Chandler20 about your Declaration, or did you just send your21 comments back to him in email?22 A. I only had one change to it and I23 mentioned it and I -- I didn't have any changes.24 Q. You mentioned it to Mr. Chandler?25 A. Right.

1871 Q. And you still don't understand how he got2 the information that's contained in that?3 A. Oh, no. I'm sure Curtis gave it to him,4 but I didn't give it to him.5 Q. Okay. And in your conversations with6 Curtis other than -- so in the last conversation with7 Mr. DeYoung, he didn't have any discussions about the8 facts of this case?9 A. No.10 Q. You didn't have any discussions about what11 you did or what your role was with APS during that?12 A. No.13 Q. You didn't have any discussions about the14 offshore bank accounts that he has?15 A. No.16 Q. You didn't have any discussions about the17 Chinese transaction where four and a half million was18 paid? 19 A. I never knew about the Chinese20 transaction. I never knew about offshore accounts21 except for the case that -- the thing I looked up, I22 guess. But, no, I didn't have anything to do with23 that. 24 Q. You didn't talk about the Belize25 transaction?

1881 A. I didn't know about that.2 Q. Did you talk at all about the underlying3 SEC action in terms of the claims being made about4 that? 5 A. Well, after my last deposition, he -- I6 met him. He -- when I was walking out to the car, I7 guess, or somehow he was there, and so we talked8 about it, what had happened in -- with the -- what9 they asked me about and --10 Q. At the SEC deposition shortly after the11 Receiver was appointed, right?12 A. Yeah. Right. That was way back when.13 And we talked about the deposition and what happened,14 so... 15 Q. Did he talk to you about the allegations16 at that time? 17 A. No. No. Well, he just talked --18 Q. Did he ask you about the $24 million --19 A. No. He said -- he said, they're trying to20 charge me with $24 million and they want to put me in21 jail, and I said okay, but I didn't discuss it.22 Q. And he didn't say anything about whether23 he had or had not taken the money?24 A. No.25 Q. Mr. Chandler doesn't represent you here




1891 today? 2 A. No.3 Q. So what did the two of you just talk4 about? 5 A. About -- oh, the money was -- that we had6 talked about, the transfer of the money after the7 Receiver from Zions Bank to Brighton Bank and asked8 if Curtis had instructed me to do that before, and I9 don't think he did. I think it was afterwards. But

10 I remember looking at the Receiver's Order and I11 didn't find anything in the Order that was12 prohibiting me from transferring those funds from13 Bank A to Bank B.14 Q. You didn't think it was a violation of the15 Order? 16 A. No, I didn't think it was.17 Q. There could be a difference of opinion on18 that. 19 A. So after -- was it you? Somebody called20 me up and said, you know, we think it's a violation.21 If you do, I'm not going to transfer any money.22 MR. GAYLORD: Very good. That's all I23 have. Thank you.24 (Deposition concluded at 4:15 p.m.)25

Sheet 48

190 1 REPORTER'S CERTIFICATE 2 3 STATE OF UTAH )

) ss4 COUNTY OF SALT LAKE ) 5 I Lisa D'Elia Registered Professional

Reporter and Notary Public in and for the State of6 Utah do hereby certify: 7 That on November 7 2014 prior to being

examined the witness DEAN BECKER was duly sworn by8 me to tell the truth the whole truth and nothing

but the truth 9

That the testimony of said witness was10 reported by me in stenotype and thereafter

transcribed and that a full true and correct11 transcription of said testimony is set forth in the

preceding pages12

That in accordance with Rule 30(e) no13 request having been made for the witness to read and

sign the original transcript was sealed and14 delivered to Mr Gaylord for safekeeping 15 I further certify that I am not kin or

otherwise associated with any of the parties to said16 cause of action and that I am not interested in the

outcome thereof17

WITNESS MY HAND AND OFFICIAL SEAL this18 11th day of November 2014 19 20 21 22 Lisa D'Elia CSR RPR

Notary Public23 24 25






Sheet 1 $1.4 - accountholders

$$1.4 [2] 44:9 105:1 $10,000 [2] 54:18 108:9 $100 [1] 180:17 $15,000 [1] 54:16 $2.1 [2] 158:18 159:3 $20 [2] 146:21 147:16 $20,000 [1] 54:14 $24 [8] 148:16,21,24 149:

18 150:2,6 188:18,20 $3 [1] 51:10 $30,000 [2] 49:18 158:9 $35,000 [1] 54:11 $4.5 [1] 154:12 $40,000 [3] 130:9,20 174:9 $5 [8] 44:14,20 46:5,12 105:

19 112:11 159:10 171:16 $5,000 [1] 179:8 $50,000 [1] 112:4 $75 [1] 34:25 $800,000 [2] 51:18 119:16 $9 [2] 166:15,24 $9.5 [1] 167:6

004 [1] 8:21 07 [1] 80:8

11 [5] 38:25 39:2 95:25 155:

12 167:4 10 [7] 18:9 54:15 69:24 126:

9,11,25 146:21 100 [1] 20:2 100,000 [2] 130:14,15 1099 [1] 34:21 11 [5] 5:24 69:24 128:16,18

131:25 110th [1] 91:19 117 [1] 133:7 1188 [1] 5:18 12 [3] 129:23 130:2,14 123 [1] 12:11 13 [3] 70:1 132:11,13 14 [3] 86:11 133:24 134:1 15 [4] 54:14 133:19 135:15,

17 150 [2] 17:21 20:2 16 [2] 135:25 136:10 1650 [1] 5:18 17 [3] 70:25 140:19,21 17th [1] 136:11 18 [2] 144:17,19 18th [2] 161:11,13 19 [1] 151:11 1976 [1] 6:6 1979 [1] 6:7 1983 [1] 6:13 1992 [1] 175:1 1995 [1] 18:10 1997 [1] 84:18

22 [4] 56:25 57:2 91:5 97:10 20 [4] 49:18 153:25 154:2

175:20 2000 [2] 8:12 86:9 2001 [3] 6:13,25 8:12 2002 [3] 8:12,21 89:5 2002/2005 [1] 89:9 2003 [2] 8:12,21 2005 [6] 7:10,10,11,15 58:6

89:5 2006 [7] 7:11,13,13,14 13:

24 37:6 80:8 2007 [3] 29:11,11 121:16 2008 [18] 25:7 28:17 29:11

39:22 56:8 117:6 119:18 120:13 122:24 124:20 126:14 128:19 130:8,10,19 132:15 134:3 135:11

2009 [5] 25:8 27:3 32:19 140:24 175:13

2010 [3] 27:4 154:14 163:22

2011 [2] 29:22 167:6 2012 [4] 29:22 38:18 152:

23 182:24 2013 [2] 37:13 38:17 2014 [10] 7:19 35:24 40:3

56:8 62:9 91:6 97:22 146:17 148:14,19

21 [3] 76:9 155:20,22 22 [2] 160:18,20 22nd [1] 167:6 23 [2] 5:20 161:12 24 [2] 162:12,13 24th [2] 177:25 178:1 25 [3] 134:3 164:20,22 25th [3] 7:19 85:18 177:23 26 [3] 135:11 166:19,21 27 [2] 174:22,24 27th [1] 103:4 28 [2] 175:21,23 28th [1] 121:15 29 [2] 178:16,17

33 [11] 58:4 64:4 77:3,8 81:

11 84:6 95:18,19 98:11 123:9 156:4

30 [2] 54:11 167:4 33 [1] 154:3 350 [2] 6:22,23 37.50 [1] 35:22 3723 [1] 123:11 375 [2] 125:2,7

44 [5] 59:5 80:23,24 94:23

101:13 4:15 [1] 189:24 400 [1] 48:18 401(k [1] 85:3 401(k)s [1] 61:14 401K [5] 61:18,18 96:7,10,

12 450,000 [1] 48:18 4A [1] 94:21

55 [9] 44:12 59:11,14 60:20

102:13 111:4,5,7 113:18 50/50 [1] 9:10 50-percent [2] 9:10,11 53 [1] 130:1 5305 [2] 26:23 144:8

66 [6] 53:4 59:17 60:16 111:

7 117:9,11 7

7 [5] 39:22 61:23 118:21 120:17 121:9

75 [1] 35:23 79 [1] 6:11

88 [4] 64:4,5 122:20,21 800 [2] 65:18 102:15 800,000 [4] 51:3,6 52:1

158:25 81 [3] 6:11,12 86:4 83 [1] 6:12 8th [1] 161:9

99 [2] 124:17,19 90s [2] 175:5,7

Aable [5] 26:11 48:24 104:

14 109:11 116:16 above [3] 64:6 96:7 97:18 access [4] 27:15 75:16

131:21,23 accomplishing [1] 130:

11 accordance [1] 134:15 according [2] 136:17 150:

1 account [64] 11:25 12:11

17:4 26:21,25 27:1,20,24 28:3,11 29:13 34:4,4,7,8 44:11,21 52:23 55:6,9,10,13,24 56:3,12,21,22,24 64:2 72:5 89:12 90:20 91:3 99:5,7 104:25 112:4,17 115:9 116:12 117:15 121:10 130:24 134:2 144:6 148:17,25 149:9 153:22 165:15,16,18,19,22 166:1,2,4 168:3,5 172:14 178:8,13,21 179:5

accountholder [5] 11:22 12:2 13:9,13,14

accountholders [2] 13:




Sheet 2 accountholders - app

18 26:16 accounting [2] 28:23 55:

21 accounts [30] 26:15,21 27:

16 28:21 33:24 40:25 41:22 54:23,24 56:2,5 75:21 112:9 113:3,8,14 154:24 156:16 168:3 172:15 176:25 177:7,10 178:19 182:19 183:1,2,8 187:14,20

accurate [6] 33:3,5,5 39:20 58:6,10

accurately [2] 29:16 96:3 acquire [5] 67:21 82:3 98:

22 124:24 136:17 acquired [7] 17:10 18:15,

16 54:8,11 79:10 93:8 acquisition [3] 20:7,8 136:

19 acres [1] 133:7 across [2] 170:5 173:18 act [5] 9:24 34:16 59:18

123:11 152:11 acted [5] 60:17 134:23,24

177:3,6 acting [1] 152:15 Action [4] 49:15,17 118:14

188:3 actions [1] 116:3 active [5] 28:13 64:24 98:

25 99:1,6 actively [3] 28:16 86:22

103:2 actual [1] 131:12 actually [12] 17:23 24:8

27:2 51:20 52:1 77:15 90:7 102:2 155:15 159:13 161:11 169:14

adamant [2] 112:21 115:25

Adamson [2] 8:4,5 addition [4] 17:3 64:5 71:

3,14 additional [2] 89:11 180:

21

address [6] 99:21 100:5,5,11 117:12 125:3

addressed [5] 122:23,24 126:12 155:25 156:2

addresses [3] 28:22 117:13 126:23

adequate [1] 45:23 administered [1] 40:25 administering [1] 177:7 administers [1] 10:7 administration [1] 11:9 administrative [1] 26:3 administrator [3] 12:10

13:12 177:4 advance [2] 49:13 135:3 advanced [8] 43:23 45:16

51:6 104:25 107:22 111:12 127:24 148:5

advancing [2] 47:21 111:16

adviser [1] 33:14 AFF.doc [2] 118:10,10 affairs [2] 42:15 110:24 affidavit [6] 116:19 118:16,

22 119:4 142:3,8 affidavits [2] 113:10 118:

13 affirm [1] 169:19 affirmative [1] 149:14 afraid [1] 139:11 afternoon [2] 5:9,10 afterwards [2] 54:17 189:

9 agency [1] 49:2 agent [16] 29:8 59:18 61:3

85:10 87:17 93:3 95:22 96:2,9,20 97:5 100:7 140:2,9 163:1 177:6

agents [1] 167:2 ago [4] 53:5 57:11 114:24

129:12 agree [2] 70:22 134:14 agreement [43] 11:25 29:

14,21,24 30:20,23 31:1,2,11,15 32:3,9,19,25 53:14,

23 122:25 123:3,5,19,25 133:12 134:7,16,17,25 135:13 136:18 137:14,18 138:8 139:6 143:4,12,17,20 144:11,14 145:1,5,13 175:14 176:3

agreement/document [1] 53:1 agreements [3] 31:21 68:

19 174:20 ahead [1] 40:21 ahold [2] 30:6 100:8 ALD [1] 78:1 allegations [1] 188:15 alleged [1] 89:3 Allfrey [2] 61:19 96:12 allocated [2] 111:14 112:

18 allocating [2] 63:8,12 allocations [1] 25:9 allow [2] 116:7 124:12 allowed [2] 69:7 71:1 alluded [1] 69:23 almost [7] 24:1 44:19 48:

20 53:22 136:12 145:22 182:12

alone [2] 26:18,19 Alpine [1] 133:7 already [6] 18:15 46:22 59:

14 69:23 124:25 186:3 alternate [1] 136:21 alternative [1] 136:18 although [1] 162:16 altogether [1] 17:21 amazing [1] 108:25 amended [1] 175:14 American [60] 6:23 7:12,

17 9:16,18,19 10:6,12,15 11:8 12:10 13:4,11 14:8 17:8,10,23 18:9,16 19:3,9,14 21:11 22:17,19 27:10,11 31:24 33:16 38:7 46:14 48:11 51:7,11 53:2 54:12 56:6,11,17 61:18 62:17 75:19 76:22 78:4 87:24

88:2 90:7 94:5 95:25 96:6,7,10,16 103:6 104:11 125:1 133:2 142:14 166:2 177:2

americanpension.com [1] 166:3 amount [7] 11:4 23:15 46:

4 134:18 159:5 167:6 171:15

analysis [4] 74:17 172:24 173:1,4

analyze [1] 27:24 and/or [9] 45:22 48:3 85:

13 123:1 134:17 154:23 156:15 171:23 174:9

Anderson [7] 89:24,25 90:14 92:22 94:6 99:13 118:10

Andrea [1] 65:20 annual [3] 38:12,15 180:

25 annualized [3] 87:24 88:3

181:15 annually [2] 38:10,11 another [24] 14:11 16:20

49:20 61:8,20 62:16 73:11,21 74:13 85:20 90:9 95:13,15 97:25 103:18,23 133:20 135:12 136:11 137:15 158:11 171:11 178:8 180:7

answer [4] 71:10 73:2 149:3 166:6

anticipation [1] 142:4 antsy [1] 134:9 anybody [3] 113:16 144:4

183:22 anybody's [1] 113:17 anyway [4] 75:25 80:11 92:

8 128:24 apart [1] 133:20 apartment [1] 94:5 apologies [1] 131:8 apologize [1] 185:3 app [1] 103:6




Sheet 3 apparent - behind

apparent [1] 36:4 apparently [9] 18:22 22:

11 51:21 146:15,16 149:23 150:1 162:15 167:19

appeal [1] 91:14 appealed [1] 91:13 appear [7] 12:20 40:9 81:3

83:8 95:9 124:21 126:23 appears [3] 99:1 126:19

164:22 application [1] 99:18 apply [1] 69:17 appointed [2] 97:4 188:11 appointment [1] 185:7 appraisal [1] 116:13 appreciate [1] 184:13 appropriate [3] 12:19,25

63:12 approval [1] 139:5 approximately [4] 35:8

53:4 55:12 105:1 April [7] 7:19 40:3 56:8 85:

18 177:23 185:10,10 APS/First [1] 29:13 APS's [6] 25:17 89:12 105:

24 114:13 124:3 182:19 Arab [1] 147:2 area [1] 63:17 areas [2] 31:5 185:3 aren't [5] 40:18,19 82:17

169:11 171:10 arise [1] 16:1 Arizona [1] 24:20 around [7] 6:17 27:3 28:

17 50:14 54:14 67:10 117:6

arrange [1] 17:19 arrangements [1] 25:2 article [2] 138:1 156:3 Articles [1] 162:24 asset [3] 83:20 84:13 96:

22 assets [22] 12:6 63:1,2 66:

19,22 74:5,6,10,18,23 93:1 98:20,22 99:5,7 101:22

102:2,4,8 116:7 173:9,11 assist [14] 23:23 66:2,7,24

67:1 70:3,6 71:6,23 118:5 124:10 133:11 136:5 156:14

assistant [1] 30:7 assisted [12] 24:3 61:24

64:6 67:7,13 71:8,16 72:10,14,17 87:16 124:14

assisting [1] 71:1 associate [1] 170:17 associated [9] 7:11 11:20

23:4 38:8 77:20 86:16 95:10,20 162:18

Associates [1] 86:3 association [1] 35:21 assume [8] 80:14 81:15

84:1 112:15,16 167:24 169:13 171:1

assumed [4] 75:3 78:19,20 147:23

assuming [7] 6:1 42:19 72:18 78:4 104:16 165:1 186:11

assumption [1] 171:19 assuring [1] 105:25 Attached [5] 118:12 126:

24 167:1,5 169:19 attaching [1] 135:12 Attachments [1] 118:9 attempt [2] 124:4 148:6 attempted [1] 18:20 attempts [1] 21:25 attended [1] 24:17 attending [1] 41:10 attention [2] 46:17,24 attorney [16] 6:14 23:11,

14 27:6,6 30:4,9,10,11 35:7 50:15,20 53:4 60:7 70:9 115:4

attorney/client [1] 141:4 attorney-client [4] 71:10

73:1 149:2 186:5 attorneys [8] 7:5 23:17 36:

7 53:7 149:25 158:4 186:

7,8 audit [2] 182:19,23 August [7] 126:14 128:19

130:8 132:14 134:2 135:11 185:13

authority [3] 11:24 25:5 152:11

aware [81] 10:6 26:17 34:6 37:1 44:8,9 47:17 67:20,24 68:2 69:2,13,15,19 78:1,4 84:5,9 89:11 92:13,14,15,17 93:22 97:11 98:5,21 101:24 104:5,24 105:10,13,17,23 106:2,4,10,24 107:4,22 108:6 111:16 113:16,23 115:11,15,15,19 120:6 124:15,22 128:6,8 129:18,21 130:12,22 137:13,21 146:22 148:3,8 152:2 153:4,20 154:12,13 156:18 157:1 158:17 168:23 173:11,20 177:1,22 182:21,22 183:4,15,18 184:4

awful [1] 42:7 B

bachelor's [1] 6:6 back [51] 7:22 10:17,25 11:

6 18:19 19:5,8,10,13,14 32:14,15,16 44:25 49:21 50:18 51:24 53:13,25 61:13,22 73:22 79:2 83:10,10 84:6 90:25 91:2 105:21 108:20 113:1 114:22,25 116:18 123:8,18 130:3 131:25 134:20 135:1,20 139:10,15,16 142:7,19 156:13 159:13 180:15 186:21 188:12

background [1] 23:9 backup [1] 13:15 bad [1] 159:18 balance [3] 79:23 92:1

179:12 bank [84] 12:1 25:18,24 26:

4,8,9,12,15,21 27:8,10,15,21,22 29:13,25 30:2,10 31:12,20,25 32:16,17 33:25 53:3,7,16,17,18,19 54:22,23 55:4,7,22,24 56:2,2,3,5,6,11,16 70:7 79:22 94:10,11 99:5,7 143:17 144:3,14 153:23,23 154:8,15,15,23 156:15 168:3,3,5 174:20 175:10 176:24 179:2,13 180:3 182:18,25 183:3,7,13,16,17,19,23 184:1,4 187:14 189:7,7,13,13

banking [4] 25:16,17 55:22 56:9

bankruptcy [2] 45:1,3 banks [2] 56:9,11 bank's [5] 30:4,11 53:4

172:14 177:6 bargaining [2] 101:2,5 based [8] 11:25 22:15 35:

13 42:13 77:18 94:25 127:24 154:6

basically [6] 6:12 7:4 14:2 17:11 50:5 177:6

basis [15] 15:24 25:3 35:5 87:24 88:3 116:10 145:8,18,22 180:25 181:15,19,19,20,23

BD&D [1] 84:17 became [4] 7:11 23:6 29:5

170:24 BECKER [14] 5:3,10,16 39:

16 45:20 53:1,3 98:16 162:2,3,17 166:4 184:13,20

become [2] 7:1 114:13 beginning [3] 44:20 155:6

185:4 behalf [20] 12:15 13:9,10,

10,11 16:3 17:4 31:12 81:18 114:6,14 120:20,20,25,25 127:14 149:8 152:12,15 168:24

behind [1] 25:11




Sheet 4 belief - charge

belief [1] 112:10 believe [8] 5:11 17:7 19:

15 45:1 65:8 84:24 94:9 114:2

believed [1] 16:14 Belize [3] 173:21,22 187:

24 bell [2] 135:22,23 belonged [1] 71:18 belonging [1] 72:23 Below [1] 99:19 beneficiaries [3] 65:8 82:

18,19 beneficiary [3] 64:22 65:6,

11 benefit [10] 13:13,14 16:3

26:22 37:2 61:4 64:9,11,19 68:19

benefiting [1] 12:22 Bentley [8] 174:1,2,2,3,6,

12,13,14 Benton [3] 48:8,11 141:15 Berrett [2] 49:11,24 best [1] 57:23 better [1] 31:8 between [21] 9:14 10:17

19:8 27:10,13 31:19 56:8 58:22 81:15 89:5,9 90:3 94:9 124:4 137:15,18 144:3,14 154:14 174:20 175:10

bickering [1] 68:10 big [2] 60:6 184:5 billing [1] 35:7 bills [1] 15:12 bit [5] 9:12 37:9,17 42:9

141:9 blanks [1] 126:17 blinds [1] 162:10 Bluffdale [7] 72:1,5 73:10,

15 74:11 75:6 173:13 board [8] 21:5 37:12,25 38:

7 39:12,22 40:3 88:6 Bob [4] 23:11,11 37:17,19 body [3] 121:13 136:14

141:5 book [1] 38:5 books [2] 150:2 183:1 borrowed [6] 21:23 139:

13 157:2,3,17 180:13 borrower [3] 127:15 159:6

167:7 borrowers [1] 127:3 borrowing [1] 166:15 both [5] 46:13 67:19 85:4

163:10 169:11 bottom [3] 39:6 102:12

103:16 bought [10] 21:24 22:5,5,9,

18,23 51:13 86:18 112:5 159:12

Bountiful [1] 5:18 box [1] 184:7 Boyden [1] 6:10 Brad [8] 89:25 90:1 99:13

174:1,2,5,12,14 Brandon [4] 174:2,3,12,15 break [5] 94:19,20 160:2,4

184:23 breakdown [1] 77:18 breakup [1] 90:3 breeze [2] 110:20,21 brief [1] 6:8 briefly [1] 104:7 Brigham [1] 6:5 Brighton [3] 179:2,13 189:

7 bring [2] 46:17,23 Broadcasting [1] 93:17 broken [1] 18:25 broker [1] 33:13 brought [3] 23:24 33:2 43:

21 Brown [1] 176:9 Bryon [1] 163:7 building [10] 6:24 10:24

11:2 51:12,13,13,14,17,19 116:23

bunch [4] 48:18 106:15 138:11 173:14

Burl [1] 43:10 burnt [1] 167:17 business [36] 9:9,11 11:9

40:10,22,23 41:24 42:14 58:7 71:17 72:22,23 73:4,25 74:1,2 78:10,13,16,18,24 79:15 80:6,18,19 81:12 82:23,24 88:12 96:18 97:19 101:16 110:3,3,9 123:3

businesses [1] 72:7 buy [13] 10:8,9 50:13 52:17

75:23 79:2 80:3,9,12,16 112:4 113:11 124:13

buying [6] 13:7,8 18:12,15 25:14 80:10

Byron [1] 29:4 BYU [1] 6:6

Ccabin [1] 68:7 Cabo [5] 157:3,4,7,10 173:

24 California [1] 48:10 call [4] 45:17,19 139:11

142:7 called [14] 5:4 7:7 14:1 48:

12 62:11 90:8 94:3 103:24 112:3 123:24 138:9 185:9,16 189:19

Callister [1] 27:7 came [32] 17:23 20:1 22:

17 29:8 37:10 42:4 46:11 52:19,22 53:15 55:7 63:18 78:20 80:5 93:9 108:3 112:13,14,15,16 128:1,3 134:25 142:15 145:7 147:16 148:3 151:19 152:9 173:16 182:23 183:11

Cameron [1] 70:16 Candace [4] 65:20 84:25

85:13 177:12 Candace's [1] 61:8 cannot [1] 45:25 capacity [1] 76:13 Capital [5] 106:18,19 107:

11,12 133:5

car [1] 188:6 care [1] 63:10 Carol [2] 14:1 16:17 Carol's [1] 180:14 carried [1] 79:23 carry [1] 136:16 case [21] 38:23 47:25 48:

10 73:8 76:16 126:8 138:10 141:13,14,14,17 142:5,12 145:12 157:14,16,24 158:1 159:13 187:8,21

cases [5] 76:12,14,20 116:9 135:9

cash [2] 69:8 78:22 cashier's [1] 179:23 CBC [1] 97:18 cell [1] 103:5 Center [2] 50:22 159:1 Central [1] 6:4 CEO [2] 48:12 176:11 Ceramatec [4] 169:23,24,

25 170:11 certain [3] 83:1 113:3 156:

15 certainly [3] 68:10 109:6

121:22 certificates [1] 184:8 CFO [1] 29:5 challenge [2] 109:13 110:

4 Chambers [2] 49:11,21 chance [2] 169:17 185:1 CHANDLER [15] 71:9 72:

25 111:7 135:15 141:2,21,23 149:1 159:23 184:19,24 186:15,19,24 188:25

change [6] 29:24 37:6 40:1 57:25 115:6 186:22

changed [5] 37:9 107:5,5 137:24 169:5

changes [9] 29:17,18 31:17 32:11 57:12 133:13 167:14 174:19 186:23

character [1] 108:20 charge [11] 36:12,15,18,20




Sheet 5 charge - contain

41:18 63:11 93:7 101:25 105:24 109:21 188:20

charged [1] 93:11 charging [1] 60:8 Chase [4] 56:7 132:3,5,5 chased [1] 174:16 chat [1] 20:24 check [7] 5:9 25:4 108:10,

11,12 147:16 184:19 checking [2] 64:2 178:19 checks [22] 15:13 29:2,2,4

55:3 63:18,19 90:23,23 108:4,9 148:9,10,10 171:23 172:2,4,7,10,20 179:23 180:8

Chicago [1] 44:25 children [2] 5:23,24 China [7] 153:2,3,5,23 154:

8,15 155:16 Chinese [2] 187:17,19 chip [2] 101:2,5 Chris [4] 14:20 162:18 163:

13 180:14 chuckle [2] 109:6 181:7 chuckling [1] 108:21 circumstances [1] 16:9 City [13] 10:15,23 11:1,1

17:9 18:19 20:9 59:3 89:8,8,19 113:1 118:4

civil [1] 9:3 claim [3] 114:20 135:6 161:

6 claims [4] 43:17 115:17

116:8 188:3 Clare [40] 17:12,24 18:3,5

19:9,11 23:6,7,7 50:21 51:8,8,16,17 58:9,12 72:8 73:8 74:12 89:7,25 90:2,3 91:9 94:9,13,15 99:14 117:2 119:15 125:13 133:8 157:16 158:1,5,9,11,24,24 159:8

Clarence [1] 17:12 clarify [1] 31:7 Clark [1] 48:8

Clayton [14] 27:2,5 29:14,20 30:6 31:16,23 32:5 33:4 53:9 54:1 70:5 176:4,19

clear [3] 33:11,16 171:12 clearer [3] 31:5 176:21,21 client [20] 16:13,21 27:16

33:12,18 34:4 41:22 60:24 78:23 79:2,18 80:2,20 112:2 114:5,7,15,17 143:20 176:25

clients [35] 10:7 11:13 14:3,5 16:4,23 26:22 27:25 28:3 34:1 41:2,11,14,17 59:19 60:10,11 61:4 79:16 89:15 105:15 106:3 111:15,16,22 112:13,15,18 113:20 114:20 116:6 127:10,16,24 140:15

client's [2] 59:20 114:19 Close [3] 103:15 159:9

181:2 closed [1] 25:12 closely [1] 53:2 closer [1] 44:13 closing [3] 10:10 12:17,18 CMD [3] 84:21 97:10,12 cn [1] 155:15 Coconnect [7] 7:7 8:22 9:

15,16,17 18:1 58:8 coffee [1] 110:18 collateral [2] 52:2,3 collect [8] 22:1,2 49:6 114:

14 115:1,2,4 116:17 collectable [1] 116:15 collected [3] 48:24 50:18

142:25 collection [3] 43:2 49:15,

17 college [2] 41:4 65:21 com [1] 155:15 co-managers [1] 52:15 come [20] 12:2 15:20 25:

11 37:12 52:18 61:13,22 74:14 109:2 110:17 114:1,25 123:18 133:19 145:24

155:4 165:15 182:18,25 183:19

comes [3] 113:18 133:16 166:4

coming [5] 55:19 108:2 148:2,4 184:13

comments [1] 186:21 Commercial [1] 158:12 commercially [3] 136:13,

14 137:6 commiserated [2] 46:13

150:20 Commission [1] 7:20 commit [1] 142:6 communicating [1] 119:

17 communication [3] 32:4

137:5,11 communications [2] 73:

14 116:5 Community [1] 86:15 companies [10] 17:17,18

51:17 60:22 97:3 98:1 103:19 107:3 140:7,8

company [59] 7:7,8,23,23 8:11 9:22 10:25 12:15 13:2 15:25 19:10 20:25 21:2,20,21,22,23 22:6,15,19,24 29:9,10 37:24,25 41:25 42:11 48:12 50:17 54:9 63:15 68:9,11,13,15,16 78:8 84:17 85:16 86:17,18 88:14 89:3 98:25 102:25 103:1,23 110:3,24 111:1 116:11 138:12 164:2,4,10,10 181:10 182:1,13

company's [3] 21:25 22:18 182:15

compendium [1] 40:15 compensation [1] 180:

10 complained [3] 60:12

108:4 172:9 complaint [2] 32:8 108:7 completely [1] 42:12

Compliance [1] 123:3 Composite [6] 48:7,13,14

49:2 76:22 141:16 comprehensive [1] 42:6 computer [9] 7:3,22 8:11

38:3,20,22 151:20 152:9 163:14

concern [6] 26:2 33:2,19 88:13,15,16

concerned [2] 53:18 186:9

concerning [3] 27:9 68:11 74:15

concerns [1] 30:5 concluded [1] 189:24 conclusion [1] 177:8 condominium [1] 94:4 condominiums [1] 94:6 conduct [1] 182:19 conducted [1] 182:23 conferences [1] 60:7 confirm [1] 177:22 confirmed [1] 172:6 confirms [2] 58:3 59:6 confused [1] 79:25 conjecture [1] 137:9 conjecturing [1] 137:8 connection [3] 10:20 73:

4,5 conservative [1] 170:19 consider [2] 45:14 122:14 considerably [1] 22:21 consideration [3] 45:24

84:2,4 considered [1] 186:13 consisted [2] 39:23 40:4 consistent [6] 116:10 134:

23 152:7 165:17 171:8,10 consulted [1] 137:17 consummated [2] 167:

22 169:15 contact [7] 14:3 27:19 31:

19 32:17 53:6 58:11 146:25

contain [1] 179:17




Sheet 6 contained - deposited

contained [2] 57:22 187:2 content [1] 31:14 context [1] 104:24 continue [4] 41:2 61:2

106:8 141:24 continued [2] 35:20 157:

25 continuing [1] 89:1 contract [2] 9:3 67:21 contractor [5] 34:15,17

59:7 149:13 180:11 controlled [2] 44:22 111:

14 controlling [1] 175:10 controversy [1] 94:13 convenience [1] 79:19 conversation [6] 41:8 53:

16 109:8 150:16 185:25 187:6

conversations [7] 57:19,20 71:22 152:14 178:5 185:5 187:5

conversion [1] 94:4 converted [1] 94:6 converting [1] 18:13 conveying [2] 79:6,17 convicted [1] 54:4 convince [1] 101:6 cooperate [1] 49:3 cooperating [1] 49:2 copies [3] 35:12 53:25

130:4 copper [1] 18:25 copy [15] 39:6 106:7,8 135:

12,20 138:7 139:6 143:19 144:25 145:4,12 161:10,14 163:24 186:17

Corky [2] 49:11,21 corner [1] 178:25 Cornerstone [5] 50:6,7,

19 113:5,5 corporate [9] 7:7 9:22,25

10:3,22 77:18 95:1 151:18,18

corporation [4] 39:19 40:

23,25 42:16 correct [13] 13:22,23 44:6

57:23 62:6 81:4,6 83:13 117:13 133:5 149:9 174:20 179:10

cost [2] 54:11 60:12 couldn't [3] 106:4 124:5

151:1 counsel [1] 71:1 County [9] 62:12,21 75:17,

25 76:1,4,5,6,8 couple [22] 11:3 18:24 23:

15 24:21 39:11 60:22 62:11,14,14 65:16 70:14 72:12 94:19 95:24 113:9 114:17 116:9 120:11 121:4 157:17 181:17 185:2

course [5] 15:14 40:18 83:4 144:22 169:17

court [2] 55:18 185:14 courtesy [1] 139:3 cover [1] 56:22 create [11] 60:1,13,13 64:

10 69:6,16 86:23 143:15 160:12,13 177:16

created [30] 59:19,20 60:6,8,24,25 61:4,6 62:8 64:18,20 65:14,19 68:22 69:12 79:15 86:13 87:6,7 92:16 97:13 99:25 102:11 103:8,13,14 144:5 156:18 160:10 177:11

creating [8] 59:23 60:9 61:25 64:7 66:3,24 69:8 154:23

creation [1] 119:19 credit [2] 99:17 157:13 criminal [1] 9:3 crowd [1] 47:9 cup [1] 110:18 curiosity [1] 42:25 curious [3] 20:19,22 119:

22 current [1] 105:10 currently [3] 5:17 64:24

99:1 Curtis' [12] 15:11 45:19 51:

20 61:7 64:16 82:24 97:25 103:19 113:8 131:11 161:20 182:15

custodial [22] 29:14,24 31:10,20 32:3,8,18,25 138:8 139:6 143:4,12,16,20,21 144:10,13,25 145:5 174:19 175:13 176:3

custodian [12] 26:6,9,15 27:11,12 29:21 30:19,22 31:1,2 175:11 176:25

cut [2] 15:12 36:9 Cutler [7] 170:1,2,3,4,9,15,

16 D

daily [2] 25:3 145:22 Dakota [1] 174:16 Dale [1] 67:5 Dalton [3] 14:21 162:18

163:13 Dalton's [1] 15:4 damages [1] 68:11 Dan [1] 70:12 date [11] 32:4 33:2 37:15

53:21 104:12 119:21 132:17 142:6,7 169:5,21

dated [8] 122:24 124:20 126:13 128:19 132:14 134:2 135:11 167:6

dates [1] 171:11 daughter [5] 61:8 65:19

70:19 85:20 180:14 daughters [3] 65:17 66:

13 102:17 daughter's [1] 50:1 David [3] 23:14 70:13 176:

9 day [7] 29:9 35:8 97:23

133:16,22 135:11 161:14 days [3] 18:24 57:11 185:

16 dba [1] 103:12

.

com [1] 117:19 DBLS [6] 85:19 98:12 119:

19 120:1 121:14 122:1 dead [1] 90:1 deal [6] 16:13 109:1 133:8

134:5 139:2 159:9 dealing [2] 29:13 58:7 dealings [5] 58:5 104:21,

21 109:19,20 deals [6] 109:4,14 121:5

132:14 147:2 161:20 dealt [1] 12:6 DEAN [10] 5:3,16 39:16 98:

15 140:25 142:1 162:1,3,17 166:4

Debt [1] 107:7 December [4] 97:22 121:

15 130:10,19 deciding [1] 45:18 decision [1] 80:12 decisions [4] 25:5,8,9 80:

10 Declaration [3] 57:3 186:

12,20 Deed [4] 81:1 83:22 134:7,

7 deeds [14] 10:13,16 17:5,5,

20 19:3 58:8,15,24 59:1,2 81:2,3,18

defaulting [1] 21:24 defendant [1] 42:22 define [2] 27:14 53:2 defined [1] 65:9 definition [1] 136:13 delay [1] 142:8 delving [1] 71:21 Denver [6] 23:13 45:6 49:

24 70:12,13 157:23 denying [1] 142:19 Department [3] 182:23

183:10,10 deposit [5] 56:23 69:7 179:

13 184:7,8 deposited [5] 27:16 34:5

63:21 178:20 179:4 REDACTED




Sheet 7 Deposition - either

Deposition [15] 80:23 118:21 130:1,1 149:20,23 154:3 185:18,18,20 186:3 188:5,10,13 189:24

deposits [3] 56:20 78:21 183:17

described [1] 64:6 designer [1] 42:1 desire [1] 29:23 determine [5] 11:25 21:2

28:14 44:5 48:2 determined [1] 16:10 determining [1] 28:14 Deutsche [2] 153:23 154:

15 devalue [2] 116:1,12 devaluing [1] 115:20 Devan [1] 49:11 devise [1] 136:15 DeYoungs [3] 69:7 173:2,

9 DeYoungs' [1] 61:14 DeYoung's [10] 28:20 40:

23 47:2 64:19 67:1 124:3 129:25 139:5 154:3 178:13

DHB2 [1] 98:12 Diamond [3] 95:13,15 99:

8 Diego [1] 24:7 difference [1] 189:17 different [11] 7:5 44:1 69:

22 81:12 104:24 107:3 113:7 144:1 162:15 186:6,7

difficult [3] 18:21 19:1 137:2

diligence [1] 75:15 Dinar [1] 184:9 Dinars [1] 112:5 direct [4] 31:19 56:20,20,

23 directed [2] 12:14 33:12 directing [2] 11:13 46:20 direction [1] 12:2

directions [3] 13:17 85:12 89:15

directly [2] 9:15,17 director [4] 21:21 78:7 96:

1,8 directors [6] 38:7 39:12,

19,23 40:4 88:6 disappeared [1] 22:2 disaster [1] 51:25 disclaiming [1] 164:17 discuss [3] 110:15 148:23

188:21 discussed [4] 88:5,9,10

148:22 discussing [1] 120:15 discussion [3] 125:22

149:12 162:9 discussions [29] 20:15

25:13 29:20 30:3,9,18 32:21,23 33:1,22 46:3 147:5,19,22 148:15,20 149:16 150:4,12 154:17,18,21 184:5,6 186:19 187:7,10,13,16

dispute [1] 50:7 disputes [1] 16:23 dissolved [1] 97:21 distribution [2] 46:20 79:

3 divorces [1] 9:2 DLC2 [2] 86:6 99:19 Doctorman [6] 30:14,19

31:12,13,18 184:3 document [65] 33:10,12

39:2,3,8 53:4 57:2 75:10 77:7,11,15 82:6,9 94:25 111:2,6 117:11 121:9 122:19,23 124:19 126:11,12,12 128:18,20 129:25 130:5,8 131:2,8 132:1,13,14 134:1,18 135:11 136:9 140:20 143:14 144:3,4 151:19 153:15 154:2,11 155:5,22,23 160:20 162:12,15 164:22 166:21 168:

13,17 169:19 174:24,25 175:10,23,24 176:1,13,18

documentation [3] 11:12 12:7 135:5

documents [51] 10:10,10,11 11:15,16,20 12:5,5,16,17,25 13:2,21 14:6,7,16 16:2,7 17:3,20,25 26:23,24 27:1,3,13 58:21,25 67:8 71:17 72:22,23 73:25 74:20 75:9,12 111:11 123:7 134:6 144:1 150:24 151:2,3,6,9 154:7 161:22 169:7 171:10 175:6 178:18

Doe [1] 12:11 doing [29] 14:16 25:14 35:

4,8 36:8 37:10 54:5 59:24 60:14,15 75:10,15,20 82:7 100:23,24 109:4 110:4 112:20 120:25 121:5 122:14,15 133:22 139:2 145:17 147:25 160:8 170:7

dollar [1] 167:9 dollars [6] 112:11 157:18

167:12 168:1 173:13 181:3

domineering [1] 110:6 done [14] 12:5 31:12 36:25

43:11 44:4 61:16 85:18 89:8 118:23 138:21 144:22 173:4 179:14 182:13

doors [1] 25:12 double [2] 48:20 159:11 doubling [1] 76:17 doubt [4] 77:11 94:24 139:

21 161:19 Doug [1] 118:12

[1] 118:1 down [15] 6:21 24:20 35:6

40:9 65:21 100:10,25 102:17 110:10,17 119:14 123:13 156:3,4 184:6

downstairs [2] 183:22,23 draft [11] 11:16 19:3 31:10

32:2,7,8 108:11 127:1 152:8 167:13 168:17

drafted [9] 11:14 31:4 137:20,23 152:7,8,9 153:15 176:20

drafting [13] 11:12,20 23:24 24:3 31:16,20 67:2,7,13 133:11 137:18 168:12 176:18

Drage [3] 7:5 8:17,20 Draper [4] 86:15,17,24 87:

2 Duchesne [1] 62:13 due [1] 75:15 duly [1] 5:4 duplexes [1] 65:22 during [6] 8:24 14:13 21:9

33:21 35:8 187:11 Dustin [1] 123:14 duties [18] 10:2 11:7,22 14:

14 15:4 16:1 23:3 36:23 37:5 44:25 59:8,10,12,13 61:24 64:6 82:14 83:1

duty [1] 53:13 E

each [4] 34:21 38:12 54:11,16

earlier [7] 18:10 54:21 93:16 104:23 120:4 152:24 177:11

early [1] 91:6 easier [1] 100:8 East [5] 5:18 6:22,23 125:2,

8 Economic [1] 123:11 effect [6] 45:12 73:17 101:

7 142:20 150:3 174:10 effort [3] 72:9 119:13 136:

14 efforts [1] 137:6 EIN [6] 122:1,2 160:21 161:

8 163:20 164:25 either [8] 62:20 63:6 93:7

116:13 117:8 127:13 166:2 181:23

REDACTEDREDACTED




Sheet 8 electrical - fees

electrical [1] 48:15 else's [1] 41:18 email [30] 117:12,15,21,23,

25 121:10,19 122:23 123:1,18 124:19 125:6 126:14 128:18 129:1 130:7 132:19 134:1,2 136:10,25 137:5 138:5 154:4 155:23 156:1 164:23 166:21 170:13 186:21

emailed [1] 164:24 emails [3] 132:16 140:22

155:1 employed [3] 7:1 13:25

43:12 employee [4] 34:12,19 36:

25 178:2 employees [2] 36:21 140:

16 employment [2] 6:9 34:

12 encourage [2] 140:25

142:1 end [5] 34:21 35:22 94:12

159:15,22 engaged [1] 70:6 engaging [1] 111:22 English [1] 6:6 enough [3] 56:22 112:23

145:16 enter [1] 122:7 entered [3] 12:1 171:5

177:23 Enterprises [1] 102:22 entirely [1] 83:15 entities [28] 10:17 44:21

45:15,22 47:22 48:3,4 59:18,20 60:18 76:24 77:2,19,23 93:22 95:5,9 96:24 99:25 106:10,12 107:20 111:14 113:21 171:13,16 172:8 173:17

entity [36] 19:20 45:22 52:11 62:19 78:2 84:14 85:5,8 86:23 92:2 96:23 97:7,

11,20 98:6,13,17 99:8,11,19 100:12,21 102:11 107:23 122:3 139:20 151:13 158:12 162:1,1,2,2,3,4,5,6

Environmental [1] 91:15 Epik [1] 123:14 Equity [3] 106:22 107:2,6 ERISA [4] 27:6 30:8 31:6

70:9 especially [3] 11:16 65:20

123:8 Espionage [1] 123:11 essence [2] 35:18 178:1 essentially [1] 115:5 establish [2] 26:24 32:25 established [1] 26:25 establishing [3] 75:9 156:

14,19 estate [22] 9:4,12 10:5,8,

10 14:3,6,16,23 64:8 67:21 74:19 75:9,10,12 87:17 93:3 111:24 134:5 139:25 140:3 160:8

estates [1] 83:3 Europe [2] 147:25 148:1 European [2] 146:19 147:

2 evalala [2] 154:5 155:11 evalala@yahoo [1] 155:

13 evaluate [3] 20:1 28:11 55:

3 evaluated [1] 28:21 evaluating [1] 183:8 evaluation [1] 115:7 evaluations [1] 37:1 even [17] 18:10 25:16 47:8

51:22 58:11,12 70:15 71:21 100:22 102:7 140:15 143:9 148:12 171:11 174:8,15 184:5

event [2] 93:7 136:20 eventually [6] 22:17 23:

12 45:5 49:22 53:8 65:23 everybody [1] 130:4

Everything [5] 9:2,5,13 24:24 37:21

evidence [1] 135:4 evidencing [2] 134:8,18 exact [1] 27:9 Exactly [5] 46:25 100:16

116:4 122:17 160:9 EXAMINATION [1] 5:7 examined [1] 5:5 example [7] 43:17 44:8 47:

3 80:3 89:21 114:3 163:19

Except [3] 35:22 39:4 187:21

exception [2] 113:4 179:8 Exchange [3] 6:21 7:20

140:22 exchanged [1] 122:25 exchanges [1] 132:19 excited [2] 147:9 148:2 exclude [1] 99:17 execution [1] 69:17 EXHIBIT [66] 38:25 39:2

56:25 57:2,5,10 77:3,8 80:23,24 81:11 84:6 94:21,23 111:4,5 113:18 117:9,11 120:17 121:9 122:20,21 124:17,19 126:9,11,24 128:16,18 129:23 130:14 131:5,25 132:11,13 133:24 134:1 135:17,25 136:10 140:19,21 141:5 144:17,18 151:11 153:25 154:2 155:20,22 160:18,20 161:12 162:12,13 164:20,22 166:19,21 174:22,24 175:21,23 178:16,17

exist [3] 69:4 76:21 169:7 existence [1] 35:21 expedite [1] 83:9 expended [1] 72:9 expenditure [1] 25:6 expense [1] 71:3 expired [3] 84:18 86:4 92:

10

Explain [1] 22:9 extensive [1] 104:21 extent [3] 71:10 176:17

186:10 extra [1] 52:15 extremely [1] 184:16

Ffacilitate [1] 148:7 facilitating [1] 172:13 fact [20] 9:11 10:25 33:22

42:10 44:24 47:7,20 68:8 91:10 99:14 106:6 109:9 114:20 133:19 135:6 142:18 148:24 174:15 178:10 179:15

factor [1] 181:11 facts [1] 187:8 failed [1] 139:16 failing [1] 49:3 failure [2] 43:18 45:15 fair [9] 23:15 45:20 70:21

109:19 113:19 132:19 145:16,21 178:5

fairly [4] 49:8,23 70:22 100:15

falling [1] 19:12 Falls [1] 50:13 familiar [10] 39:4,7 76:24

84:15 123:17 125:2 139:22 143:7 153:14 169:23

family [17] 61:24 64:7,9,11 66:3,24 68:20,23 77:20 88:21 102:1,3 113:8,15 115:12,16 173:1

family's [1] 74:19 fancy [1] 58:25 far [7] 26:17 52:21 75:15

76:8 109:25 177:1 179:12 Fargo [1] 56:6 favor [2] 114:5 133:14 February [5] 61:6 84:24

103:4,8 119:18 federal [2] 54:4,5 feeling [2] 24:11 110:2 fees [1] 50:20




Sheet 9 fell - grounds

fell [1] 36:23 felt [2] 16:23 21:1 few [3] 31:9 132:16 185:16 fiduciary [4] 82:14,16,17

83:1 figure [1] 46:12 figured [2] 181:11,12 figuring [1] 133:21 file [5] 23:11 38:2 115:4

116:3,16 filed [4] 7:20 23:13 78:12

103:4 files [1] 175:5 filing [2] 70:23 142:4 fill [1] 57:16 filthy [2] 88:21,22 final [1] 135:13 finally [1] 48:22 financial [17] 25:2,2 103:

17,17 104:4 160:5,6,24 161:1 164:9 172:12 173:2,5 181:25 182:8,9 183:16

financials [1] 182:15 find [8] 28:22 30:25 51:23

72:9 128:2 137:9 180:6 189:11

finding [3] 75:24 124:10,23

fine [1] 51:15 finish [1] 42:2 finished [2] 42:8 122:12 firm [2] 60:2,4 first [54] 5:4 9:19 14:17 25:

18,21,23 26:4,7,9,12,14 27:12,21 31:19 32:11 33:25 39:13 53:3 54:23 55:7,22 56:3,11,12 57:9 58:5,7 59:21,21 62:24,25 63:1 70:7 87:4,10,19 90:13 93:5 104:8,12 111:15 117:11 118:9 123:1 130:16,17 142:10 172:14 174:20 175:10 176:11,24 179:20 182:25

five [5] 54:18 111:8 113:7,

13,13 fix [5] 18:17,20,22 79:20 81:

22 fixed [3] 31:1 79:11 83:9 fixing [2] 17:12 68:4 flat [1] 159:14 fleeting [1] 58:11 flip [1] 95:6 floor [2] 25:21,21 focus [1] 53:10 follow [3] 33:20 102:8 126:

5 following [3] 93:11 128:

25 179:22 follows [1] 5:5 follow-up [5] 11:18 71:12

128:2 150:4 185:2 Fonda-Fultonville [1] 6:

3 Food [1] 100:11 foreclose [2] 119:9 157:

22 foreclosed [1] 63:6 foreign [1] 154:23 forgotten [1] 69:5 Fork [5] 56:6,11 90:6,7 94:

5 form [4] 79:22 84:10 93:25

123:25 formed [4] 85:21 90:9 106:

13 164:13 forming [1] 94:1 forth [6] 10:17 19:8 32:14,

15,16 53:25 forward [1] 136:21 found [9] 45:21 51:8,9 54:

13 75:23 76:4 91:2 125:5 156:12

Foundation [1] 86:15 Four [12] 5:24 61:5 91:7 93:

16 100:1 113:13 114:24 118:13 177:20 178:14,15 187:17

fourth [3] 41:24 93:15 131:10

frame [2] 32:21 89:9 Freeman [2] 49:10,18 frequently [5] 47:13 59:

17 60:17 97:2 98:10 friend [1] 114:21 friendly [1] 109:17 friends [3] 18:20 47:4 50:

25 front [1] 23:10 Frontline [1] 107:13 froze [1] 85:16 frozen [2] 85:17 100:11 frustrated [1] 47:6 full [2] 5:14 60:4 functioning [1] 42:12 Fund [2] 47:20 112:24 funded [3] 87:20,21 94:12 Funding [11] 84:21 91:5,8

97:11,12 101:11 106:21,24 107:1 123:14 171:13

funds [25] 25:6,10 46:21 49:13 63:13 80:15 85:7,16,17 88:24 93:9 117:5 129:18,22 136:16,17,19 138:15,16 149:9 150:10,14 172:13 178:20 189:12

funneled [1] 89:12 funneling [2] 69:15 109:9 further [3] 41:1 75:8 154:6

Ggain [1] 44:16 Garriott [1] 70:13 Gary [3] 30:13,13,14 gather [1] 120:9 gave [4] 105:9 108:1 148:

10 187:3 GAYLORD [52] 5:8,11 39:

1 57:1 71:12 73:3 77:6 80:22,25 94:18,22 111:6,8,9 117:10 120:18 122:22 124:18 126:10 128:17 129:24 132:12 133:25 135:16,18 136:1 140:20 141:8,10,22,24 144:18 149:4 151:12 154:1 155:

21 160:1,5,19 161:13 162:11,14 164:21 166:20 174:23 175:22 178:17 184:12,17,22,25 189:22

Gee [1] 77:6 Geez [1] 8:4 general [4] 43:1 89:5 171:

15 173:8 generalize [1] 43:1 Generally [3] 6:19 123:6

139:12 generated [3] 98:6,6 158:

15 generating [2] 88:18,19 George [8] 8:2 60:3 67:9

75:11 100:13,14,17,25 getting [7] 30:5 46:15 108:

9 138:13 141:4 152:11 161:8

girl [1] 14:11 give [6] 6:8 56:18,19 130:3

144:4 187:4 given [3] 13:17 45:24 46:4 giving [3] 108:4 125:23

144:13 gold [1] 112:4 got [41] 8:21 15:21 17:24

22:14,19 24:2 43:9 44:1 47:5 48:23 49:5,9,22 50:16,16 54:1,4 57:21 59:24 80:11,15 87:17 89:19,24 94:11 103:5,5 115:2 142:22 157:6,23 158:6,9 163:15 167:17 170:20 172:4 174:5 180:14 182:12 187:1

gotten [2] 46:15 53:9 graduated [4] 6:1,3,4,6 grandchildren [1] 5:24 great [2] 110:1 134:5 Gregory [2] 49:10,17 Groeneweg [5] 49:11,20

157:5,6,9 gross [2] 181:19,23 grounds [2] 73:1 149:2




Sheet 10 group - initiation

group [2] 46:5 115:13 guess [44] 9:11 17:13 18:

16 28:4 29:11 33:20 48:11 53:6 54:2,8 64:17 70:2 75:2 76:17 77:1 90:8 95:23 108:14 117:6 119:14,20,22 120:8 123:9 126:25 128:15 138:14 140:17 141:12 142:15,19 146:17,18 156:13 157:18 158:21 159:7 164:13 165:11 167:13 171:19 174:9 187:22 188:7

guessed [3] 20:3 181:16,18

guessing [4] 28:17 29:11 65:4 122:4

guy [15] 8:2 23:10 27:2 42:10 60:6 89:24 100:13,14,25 110:1 170:16,20 174:6,17 183:9

guy's [1] 21:19 H

Hailee [3] 177:13,15,16 haired [1] 42:10 half [11] 8:23 9:12,13 29:9

167:9,12,15,25 181:2,17 187:17

Halliday [1] 6:11 Hancock [1] 70:16 hand [6] 77:4 108:13 110:

18 130:3 134:4 143:3 handed [1] 63:19 handle [1] 41:22 handled [1] 25:3 handling [1] 36:16 handwriting [2] 179:17,

18 handwritten [1] 172:3 Hansen [6] 15:7 41:21 139:

9,13 165:2,4 happen [4] 109:3,5 147:10

167:19 happened [19] 21:8 42:10

43:8 45:5 46:2 81:24 90:

18 91:14 97:23 101:10 109:4 138:14 147:10 149:21 167:20 168:10 185:22 188:8,13

happening [4] 28:15 29:16 125:7 147:9

Harold [1] 5:16 Harrisburg [2] 20:10 89:

19 havens [6] 154:23 156:4,6,

15,19,20 Hawaii [2] 51:22,22 head [1] 149:14 Healthy [1] 156:5 heard [10] 58:13 66:5 92:5

93:14,20 107:14 147:15 150:21 151:15 166:18

hearing [1] 185:14 heavily [1] 158:5 held [14] 21:5 26:21 32:21

55:13 66:19 74:5,6,18,23 75:13 79:1 83:12 91:17,22

help [3] 45:4 60:12 87:18 helped [2] 27:2 124:16 helping [3] 28:14 58:21

157:9 Henderson [6] 67:5,5,6,

18,19 75:10 high [7] 6:2,4 54:2 139:22,

24,25 140:3 highest [1] 181:9 high-tension [1] 48:15 himself [1] 21:14 hired [5] 9:24 34:12,14 50:

15 93:3 history [1] 6:8 Hoggan [2] 43:14,17 Hold [9] 19:22,23 63:2 87:

10 98:20 99:5 101:22 130:3 131:7

holder [1] 167:8 holding [2] 87:8 98:12 Holdings [4] 79:7,17 81:

19 83:7

holds [1] 102:2 Holladay [2] 94:10,11 home [4] 99:21 165:20,23,

24 Homes [3] 95:13,15 99:8 hone [1] 11:7 honestly [3] 137:2 167:13,

15 hopefully [1] 134:5 Hotmail [4] 121:10 165:15,

22 166:4 hour [3] 34:25 35:23 133:

19 hourly [1] 35:5 hours [1] 94:19 house [6] 71:25 73:16 74:

11,25 75:1 173:12 however [1] 165:25 HR [3] 36:12,20 123:10 hundred [2] 17:21 157:17 Hunter [2] 49:10,18 hurt [1] 99:17

IIdaho [5] 50:8,13,16 75:10

113:6 idea [19] 46:1,2 48:6 63:24

74:21 82:5 89:2,4 110:13 123:22 145:19 146:25 156:10 166:18 167:23 171:4 181:8,22 184:2

identification [1] 125:20 identified [3] 46:7 68:24

81:11 identifies [1] 70:2 identify [7] 42:18 46:10 76:

14 77:23 95:17 124:21 157:12

identifying [1] 93:8 II [2] 101:16,19 III [1] 101:15 illegal [1] 112:20 immediately [2] 16:1 23:

25 important [3] 82:20 83:18

140:13

imposing [2] 109:16,17 impression [11] 44:15,16,

17,24 46:22 47:5,24 89:6 90:21,25 91:24

inappropriate [1] 16:24 Inc [6] 78:1,5 92:6 96:8,16

102:22 included [1] 138:12 including [1] 134:6 incorrect [1] 44:6 increased [1] 41:1 indeed [1] 26:15 indemnification [1] 137:

14 independent [7] 6:12 34:

15,16 48:2 59:7 149:13 180:11

indicate [3] 68:22 70:25 76:9

indicated [12] 8:17 13:20 17:4 21:5 28:19 29:1 40:24 41:1 70:1 79:15 128:5 145:7

indicates [4] 51:2 58:4 72:21 121:14

indicating [1] 154:11 individual [9] 22:4 74:18

76:13 127:15,17 153:7,10 154:8 162:7

individually [2] 50:3 127:6

individuals [3] 43:21,24 49:13

inform [1] 151:5 information [14] 23:10 40:

16 57:16,21,22 71:11 121:24 125:10,18,23 126:3 181:25 183:16 187:2

informing [1] 121:14 initial [1] 58:14 initially [3] 14:4 15:19 28:

10 initials [2] 66:10 181:19 initiated [2] 53:17,20 initiation [1] 121:6




Sheet 11 Innovative - Labor

Innovative [15] 106:20,21,22,23,24,25 107:1,6,6,9 126:21 127:5,13,23 171:24

input [1] 31:14 instances [1] 17:1 instead [2] 35:23 102:15 institution [2] 25:17,24 instructed [1] 189:8 instructions [8] 128:14

131:18 164:25 165:5,9,13 166:12 168:8

insurance [11] 64:12,15,16 65:2,6,10 68:9,11,13,15,16

Intangible [1] 126:21 intellectual [1] 9:5 intending [1] 119:23 intensive [1] 48:22 intent [1] 136:17 intention [1] 17:14 interest [11] 22:6 50:20

126:25 134:8 161:3,5 164:10,17 167:3 169:6 173:14

interested [1] 122:2 interesting [2] 47:17 91:

16 interests [1] 173:14 Interim [1] 91:8 internally [1] 154:18 International [2] 84:13

96:22 internet [9] 7:8,9 72:7 76:

18 125:21 143:6,13 160:23 165:25

interpretation [1] 16:15 interrupt [1] 164:7 introduced [3] 17:24 18:6

104:9 introduction [1] 58:20 invest [9] 33:17 85:6 119:

23,24 124:12 138:13,17 147:2 157:6

invested [6] 33:13 51:21 52:13 89:5 138:11 157:10

investigate [1] 82:10 investigating [2] 149:8

150:5 investigation [3] 44:5 48:

2 150:9 investing [4] 20:16 21:2

105:15 157:4 investment [8] 62:1,5,18

146:23 147:6 148:7 152:20 158:15

investments [28] 11:13 13:17 20:21 33:17 62:20 84:17 85:13,19 86:6 88:25 89:13,22 97:8,19 98:5,13,16 99:19 104:3 105:25 106:2,5 111:11 113:20 115:20 119:19 120:1 121:15

investors [1] 147:2 invited [1] 59:6 invoices [1] 35:12 involve [1] 50:10 involved [49] 18:12 20:5,6

23:18 25:1 28:16,24 30:2 33:4 41:16 42:20 50:22 53:9 54:1,8 55:20 58:17 59:22,22 62:12,14 69:1,10,22 76:10 77:22 80:9 86:22 87:14 90:12,15,16 92:25 94:1,11 105:11 108:15 114:21 116:20 117:2,4 118:25 130:10 157:23 158:5 172:5 174:18 176:16,18

involvement [11] 18:14 31:18 54:22,25 55:2 104:16 117:1 118:24 142:11 161:18 172:11

involving [4] 43:10 71:25 157:16 166:23

IRA [29] 11:21,22 12:2,12,13,13,23 13:5,7 31:7 33:18 60:6 61:7,7,8 75:21,21 85:1,2,7 115:2 138:13 139:18,19 143:15 144:6

180:13,14,16 IRAs [5] 10:7 11:10 24:10

61:14 138:12 irrevocable [9] 64:7,10,

12,15,20 65:5,12,15 68:23 Irrigation [2] 86:17,24 IRS [3] 26:24 29:8 160:21 Island [3] 67:11,16,25 isn't [6] 107:11 159:23 165:

17 168:17,17 177:15 issue [4] 73:13,15,18 147:

23 issued [1] 114:4 issues [6] 36:1,3,5,13 147:

24 150:23 italics [1] 42:18 item [2] 41:24 54:2 items [2] 12:18 24:9

Jjail [1] 188:21 January [7] 35:23 37:13

61:6 84:24 86:9 148:14,19

Jeff [17] 27:2,5 29:14 30:6,7 31:16 33:4 53:8,25 54:1 70:5 89:24,25 94:6 99:13 118:10 176:19

Jim [2] 61:19 96:12 Jimmy [4] 153:8,10,12,13 job [5] 14:14 109:21 111:21

134:9,10 John [1] 12:11 joined [4] 13:24 15:9 19:2

23:1 Jones [1] 70:18 Josh [1] 57:8 Jr [15] 44:23 47:10 105:10

106:11 107:5,24 111:13 126:22 127:14,23 129:2 142:14 145:8 146:8,15

Jr.'s [2] 118:17,21 judgment [9] 48:23 49:5,6,

7,9,23,23 50:16 142:22 Judson [6] 23:12 37:9,22

49:9 140:22 148:23

Julie [10] 15:7 41:21 128:22 139:9,13,17 164:24 165:1,2,4

[1]

128:19 Julie's [2] 140:17 180:13 July [2] 136:11 185:13 June [1] 185:13 Junior [1] 146:9 junk [2] 79:9 83:23

KKansas [15] 10:15,23 11:1,

1 17:9 18:19 20:9 59:3 89:8,19 113:1 118:4 159:15,18,21

keep [4] 35:1 119:8 124:4 165:9

Ken [1] 43:17 Kendrick [5] 89:25 90:1,

14 92:23 99:13 Kennedy [1] 6:10 Kent [1] 43:14 kept [3] 10:22 35:5,12 Kevin [2] 49:11,20 kind [24] 18:1 20:20,23 21:

2 40:20 48:16 53:15 58:3 69:23 76:17 88:2,24 99:17 108:4 109:10,12 122:5 123:6 134:24 142:15 170:16,20 173:9 184:8

Kingdom [1] 152:22 Kirton [3] 27:7 70:17,18 knowing [1] 54:16 knowledge [11] 51:20 57:

23 77:22 84:14,19 86:5 91:1 152:3 156:22 171:14,25

known [6] 58:18 62:19 111:19 151:13 167:25 168:10

Kohler [1] 60:3 K-O-H-L-E-R [1] 60:5 Kono [2] 23:14 70:13

LLabor [3] 182:22 183:9,10

REDACTED




Sheet 12 lady - manager

lady [1] 14:1 lady's [1] 155:10 Lake [5] 6:21 75:17,25 76:

1 93:19 [2] 155:8,10

LaMont [32] 19:18 29:4,5,7 36:19,24 37:2 39:16 46:13 52:14 60:21 63:9,11 98:14,15,16 108:1,4,8,10,11 148:9 150:13,21,21 163:7,10 164:12,13,14 182:6,7

LaMont's [2] 83:23 108:7 land [1] 24:23 language [4] 33:9 123:6

152:6 168:18 laptop [1] 38:3 large [4] 91:10 94:4 157:17

158:4 last [21] 8:9 14:2 38:17 49:

8 63:5 73:19 91:7 94:10 100:10 102:21 103:9 120:11 123:13 146:17 148:12,13 168:21 176:7 185:16 187:6 188:5

lasted [1] 8:22 later [4] 54:13 108:11 136:

12 169:5 law [7] 6:7 8:25 9:1,3 29:17

33:20 60:2 laws [3] 31:7 83:1,2 lawsuit [15] 23:11 48:21,

22 49:22 50:8 68:9 70:15 91:10 94:9 115:4 116:16 118:8 138:24 158:14 174:10

lawsuits [11] 23:8,8,13,18,20 42:19 43:20 49:12 69:22 70:23 114:18

lawyer [3] 37:19,20 118:3 lawyers [1] 70:2 lay [1] 24:22 leakage [1] 68:5 Learnframe [20] 44:9,11

45:9,9,10,14,22 46:14,21

47:21 48:4 89:10 105:1,6,9,15 106:6 111:13 115:13 127:14

Learning [1] 102:22 least [3] 58:3 77:19 174:19 led [2] 30:5 110:7 left [2] 11:22 126:17 legal [5] 12:16 42:15 107:7

136:5 177:8 Legends [2] 90:9 94:3 lender [1] 167:8 lenders [3] 127:7,9,16 less [1] 22:21 liability [1] 19:17 LIC [3] 91:15,18,20 license [1] 7:1 Life [4] 64:13,16,20 65:3 lifestyle [1] 88:20 limited [6] 19:17 31:6 74:1

92:12,16 104:17 line [3] 118:9 136:12 170:

24 lineup [1] 104:14 liquidate [3] 81:21,22 98:

19 liquidated [5] 54:9 79:9

81:24 82:4 83:7 liquidating [2] 92:25 98:

23 list [1] 185:2 listed [4] 59:13 94:2 164:4,

7 listened [1] 24:21 litigation [11] 9:7,10,13 37:

11 49:4 70:8,11,17 71:2 73:5,7

litigious [1] 70:22 little [5] 14:9 37:9 104:23

141:9 184:6 lived [3] 5:19 65:21 75:1 LJP [17] 19:15,16 52:7,9 60:

21,24,25 79:6,11,17,23 81:19 83:7,12,20,21,23

LLC [23] 60:13 61:20 65:19 79:7,17 84:8,14 90:9 91:5

92:9 96:22 107:9,23 121:15 123:14 128:6 129:14,17 130:9,23 133:17 153:22 166:16

LLCs [16] 59:23 60:1,5,8,9 61:3,5,10,14,25 62:4,11,14 121:4,4 178:6

loan [20] 22:15,21 51:18,19 52:2 99:18 114:21 118:23,24 119:2,16 133:3 138:18 158:18,22 159:3 167:9 169:14 171:3,5

loaned [16] 22:4,7 43:4 48:11,17 49:18,20 50:11,12 114:24 127:23 139:9 158:24 168:1 174:7,9

loaning [1] 43:6 loans [3] 115:12 142:14,18 located [2] 38:19 143:9 location [1] 97:19 Logan [2] 125:2,8 London [5] 146:11,14,22

147:7 152:21 long [11] 5:19 7:17 8:9 14:

13 18:8 34:16 42:9 78:14 90:8 117:17 165:25

longer [1] 7:21 look [26] 39:13 40:7 51:23

53:14 58:4 59:5 64:4 75:18 92:1 109:25 112:8,9 125:21 130:2 131:1 145:13 150:24,25 154:9 155:11 156:3 164:6,7 168:21 178:18 183:1

looked [13] 12:19,25 13:2,21 16:11 31:16 55:6 75:4 76:4,7,8 132:22 187:21

Looking [7] 97:10 98:11 119:24 131:8,25 141:5 189:10

looks [5] 39:4,7 127:5 152:6 161:11

lost [1] 119:14 lot [28] 14:10 17:6,22 33:3

36:7 42:7 47:16 49:1,3,3

54:17 60:7,9 68:10 72:9 79:9 92:20 94:7,13,15 111:25 112:5 114:11 116:11 140:6 145:11 146:20 169:8

lots [6] 6:16 10:7 14:7 31:4 50:13 147:4

lower [1] 167:3 LP [1] 92:11 Ltd [1] 86:3 Lu [4] 153:8,11,12,13 L-U [1] 153:13 lunch [1] 110:11 lurking [1] 73:22

Mmade [45] 21:7,25 25:9 29:

25,25 31:17 48:14 56:20,21 57:14 62:20 64:15 78:21 88:25 89:22,23 94:13,15 97:7 98:5 100:1 104:3,4 105:23 106:1,3 112:23 115:12 119:8 130:9,19 133:5,13 146:10 151:2 158:17 159:3 167:1,3,14 168:19 171:2 174:19 182:9 188:3

magic [1] 54:20 mail [1] 140:22 main [1] 36:5 maintain [2] 37:25 180:16 maintained [5] 26:16 33:

25 117:12 165:19,20 major [1] 19:11 Maker [2] 167:2,3 manage [1] 51:17 managed [3] 12:6 42:11

44:21 Management [4] 84:13

92:17 96:22 97:19 manager [26] 15:8 19:18,

19 33:14 59:18 60:17,19,21 61:3,9,10 85:8,23 86:2,2 98:4,4 140:9 160:25 161:3 164:5,14,15 169:9 170:21,25

REDACTED




Sheet 13 managers - moved

managers [1] 52:14 managing [1] 177:7 manipulated [1] 124:6 many [8] 36:1 38:6 108:25

135:8 182:18 185:7 186:6,7

March [5] 122:24 161:9,11,13 167:6

Marie [3] 15:10 28:19,19 Mark [9] 5:11 60:3 80:22

111:3 122:20 135:15,15 141:2 155:18

MARKED [54] 38:25 39:2 56:25 57:2 77:3,7 80:24 94:21,23 111:3,5 117:9,11 120:17 121:9 122:21 124:17,19 126:9,11 128:16,18 129:23,25 132:11,13 133:24 134:1 135:17,25 136:9 140:19,21 144:17 151:11 153:25 154:2,2 155:20,22 160:18,20 161:12 162:12,13 164:20,22 166:19,21 174:22 175:21,23 178:16,17

Market [1] 84:8 marking [1] 174:24 Married [2] 5:21 180:15 Martin [2] 54:3,9 master [37] 34:3,6 44:10,

21 47:20 52:23 55:9,13 78:10,13,17,24 79:6,15,16 80:19 81:8,10,19 82:18 83:11,15,19,21 84:1 89:12 90:19 91:2 96:18 104:25 112:17 130:23 148:16,24 149:9 153:22 172:14

master's [1] 6:5 match [1] 171:11 matter [6] 49:25 71:25 73:

10,15 79:19 159:11 matters [8] 70:11 71:5,6,

15,22 72:11 76:10 136:5 maximize [1] 11:4 McConkie [3] 27:8 70:17,

18 mean [49] 6:5 12:16 13:1

15:21,22 24:22 26:20 42:25 47:18 54:15 55:1 64:5 65:9 66:17 68:21 69:3 72:13 80:9 90:22 93:2 95:25 100:22 103:5 104:22 105:24 110:25 116:9 117:16 118:22 125:2 136:3,6 139:1 143:7 146:7 152:7 161:6 164:6 168:3,14 169:3,6 170:14 181:9 182:14,21 183:21 185:10 186:8

meaning [1] 169:24 means [2] 79:12 88:22 meet [2] 38:8 142:5 meeting [6] 39:13 40:10,

11,15,17 149:25 meetings [6] 21:6 38:1,12

40:14,17 154:22 member [5] 88:6 161:7,7

164:8 167:24 members [7] 61:25 64:9,

11 99:11 113:8 163:5 167:2

Memmotts [10] 47:21 104:7,9 112:11 134:21 135:6,9 137:13,19 140:23

Memmott's [6] 119:4 145:11,14,17,25 161:18

mention [1] 48:7 mentioned [5] 147:8 148:

9 149:19 186:23,24 merely [1] 177:3 merits [1] 71:21 mess [1] 158:4 messy [1] 157:16 met [7] 5:11 47:9 104:12,

18 149:24 153:10 188:6 Mexico [1] 156:24 Michael [32] 44:22,22 47:

10 106:10 107:23 108:1,2,8,24 109:1 111:12,13,17 116:20 117:4,4 126:3,22 127:6,13,23 128:22 134:2,

24 139:8 146:15 147:25 148:11 154:14 155:1 162:5 163:15

Michelle [10] 15:18 28:7 36:25 114:23 115:19,25 116:7,10 177:11 180:25

Michelle's [4] 61:7 67:4 179:18,19

middle [1] 123:13 might [33] 29:1 56:7 57:14

58:10 61:8,17,20 62:15 66:4 75:14 84:11 87:12,12 99:24 100:19,22 104:5,18 121:3 122:13 136:6,7 139:2 141:3 153:18 158:6 168:18 169:2,4,6 174:15,16 185:14

Mike [28] 47:2,8 105:9,11 111:13 118:25 121:12 126:12 129:1 138:25 140:25 142:2,5,16 145:11,14 146:15 157:4 162:2 163:16 164:23 166:12,22,25 167:17 170:8,17 182:12

[1] 129:1

[2] 121:13 162:21 Mile [4] 139:22,24,25 140:3 million [38] 44:10,12,14,20

46:5,12 51:11,11 105:1,19 112:11 146:21 147:16 148:16,21,24 149:18 150:2,6 154:12 158:18 159:3,10 166:16,24 167:6,9,12,15,25 171:16 173:12 181:3,17,17 187:17 188:18,20

mind [4] 31:10 73:22 155:19 160:1

mine [2] 162:6 170:5 minor [1] 28:23 minute [1] 38:5 minutes [8] 10:22 21:8 37:

25 38:11,15 51:2 53:22 133:20

miraculous [1] 48:16

MIROCC [1] 92:4 misappropriated [1] 149:

17 misappropriation [3]

148:16 150:6,10 misappropriations [2]

148:21 150:13 missing [5] 28:22 103:24

148:24 149:9 150:2 mistaken [2] 97:14 179:7 MO [1] 155:7 modify [1] 29:24 moment [3] 53:11 116:18

154:9 Monday [1] 142:7 monies [38] 27:16 33:12

34:4 43:2,4,6 44:8 45:15,21 46:24 47:21 48:3 52:17,19 78:23 80:2 82:2 89:11 90:23 91:2 98:6 107:22 111:12,17 112:13 127:22,24 135:3 148:6 154:11 171:15,24 178:6 179:4,8,13 180:12,21

monitoring [1] 28:2 month [1] 159:11 MORI [1] 184:18 Morse [46] 17:12,25 18:3,5,

6,19 19:11 23:6,7,7 50:21,23,24 51:1,8,18 52:1,1 58:9,12,15,17,18,22 72:8 73:8 74:12 89:7,25 90:2,3,14 91:10 92:23 94:13,15 99:14 117:2 119:15 125:13 133:8 157:16 158:1,5,9,12

M-O-R-S-E [1] 17:12 Morse's [2] 19:10 51:16 mortgage [8] 67:25 68:3

117:7 119:2,8 132:3,5,5 mostly [1] 28:22 mother [2] 15:11 28:20 Mountain [3] 95:13,15 99:

8 move [1] 18:23 moved [2] 6:17 25:6

REDACTEDREDACTEDREDACTE




Sheet 14 Ms - old

Ms [3] 15:4 116:7 184:18 MSJ [2] 142:4,9 much [22] 9:5 18:4 23:22

34:24 37:7,11,18 46:15,15 55:12 79:23 87:23 89:2 91:21 105:12 143:8 145:20 155:3 167:18 180:24 181:8,13

multipage [1] 132:13 multiple [1] 181:11 Murray [1] 6:20 must [5] 97:22 99:23 118:

18 168:7 179:19 Myself [1] 163:6

NNACH [11] 66:5,9 69:5 92:

9,10,15 101:14,15,16,19,19

N-A-C-H [1] 66:6 name [60] 5:10,14 7:23 8:2

12:9 14:2,8 17:7,8,10,12,16,16,16 19:9 21:19,20,22 23:10 51:16 52:7 58:13 60:3,4 63:15 65:18 74:2,3,4,6,6,8,18,19 75:2,3,5,19,24 78:15,15 80:18,19,20 83:6 91:20 100:25 101:1,3,8,9 107:4,5 138:15 139:17 153:7 154:4 155:10 158:3 166:9

named [4] 14:11 27:2 89:24 153:10

names [5] 60:23 61:11 95:11,12 126:23

naming [1] 76:11 Nathan [2] 7:5 8:17 nature [4] 20:12 43:1,16

48:4 NCDI [1] 92:6 Nebeker [1] 27:7 necessarily [6] 16:25 33:

9 114:8,10,16 169:10 necessary [2] 21:1 136:

19 need [10] 30:19 32:24 134:

5,9,10 140:25 142:1,8 156:5 183:1

needed [8] 14:6 22:13 79:2,8 112:8 122:5 138:16 183:23

negative [3] 72:6 73:9 76:18

negotiating [1] 120:15 negotiations [1] 80:9 neighbor [1] 170:5 neighbors [2] 113:9,15 net [2] 181:15,20 netted [1] 54:15 never [66] 8:8 20:3,19 25:9,

12 27:8,20,23 34:19 42:8,8,10 49:14 52:15 55:6 69:10 75:23 76:4 88:10 90:17 91:16 92:5 93:20 101:1,3 109:4,12 110:2,6,10,15,25 112:19 120:5 121:5 127:20 131:19,19,21 135:3 139:10 147:13 148:3,3,18,22 150:25 153:10 158:22 164:10 166:18 167:19 172:2,4,4,4,10 173:4 181:25,25 182:2,21 183:13 185:23 187:19,20

New [12] 6:4 26:25 30:19 31:1 32:25 41:2,22 42:6 52:25 64:13 102:10 116:13

next [11] 18:23 25:19 42:14 96:6 98:11 135:11 141:1 142:2,5 161:14 163:3

Nicole [3] 85:20 86:2 177:14

Nine [5] 166:17 167:9,12,15,25

nobody [1] 75:20 Nodding [1] 149:14 Non-Circumvention [1]

123:2 non-default [1] 169:18 nondisclosure [1] 122:

25

Non-Disclosure [3] 123:2,19,25

None [2] 154:20 172:17 nonexistent [1] 104:17 nonrecourse [2] 168:19,

20 Non-recourse [3] 167:1

169:18 171:10 nor [2] 162:6 164:11 normally [1] 126:1 North [5] 65:18 102:13,16,

16 174:16 notary [1] 170:21 note [20] 43:19 114:4,5,10,

13,14 116:1,14 126:18,20 127:1,4 134:3,7,25 167:1,5,13 170:10 182:14

notes [1] 127:12 nothing [13] 25:8,25 85:17

87:1 101:4,9 103:6 112:6 125:19 147:4,10 159:18 172:18

notice [2] 101:13 162:23 noticeable [1] 183:12 noticed [3] 172:2 183:7,13 Noveau [3] 41:4,6,7 nuances [1] 47:18 number [26] 7:4 10:14,16,

18 12:11 21:12 23:5,8 24:16 39:5 51:1 54:5 58:15,18 64:7 68:23 69:21 71:5,15 76:12 91:17 106:12 125:20 130:1 160:21 163:20

numbers [1] 25:10 numerous [5] 24:18 41:3

50:23 53:24 114:20 O

object [4] 71:9 72:25 141:7 149:1

obligations [1] 108:20 observe [1] 150:8 obtain [1] 118:23 obtained [1] 114:6 obtaining [2] 41:11 136:

15 obvious [1] 25:22 Obviously [4] 11:8 95:25

133:11 169:7 occasionally [2] 75:15,18 occasions [1] 114:18 occurred [3] 23:1 29:19

147:12 occurring [2] 36:13 154:

13 October [3] 39:22 140:24

163:21 odds [1] 23:6 offenses [1] 54:5 office [17] 6:15,20 10:24

15:7 42:5,9 47:13,15 75:17 110:18 139:11 145:11,15,17,25 182:19 183:12

officer [3] 61:18 96:2,8 officers [1] 167:2 offices [6] 6:16 25:6,19 97:

20 165:19 183:20 offshore [5] 154:23 155:2

156:15 187:14,20 often [1] 184:6 Ogden [6] 10:18 11:3 17:9

20:9 79:7 80:3 Ohio [1] 174:8 oil [1] 174:17 Okay [42] 8:10 10:5 22:10

29:3 32:18 51:7 55:19 59:17 61:22 73:20 77:16,25 80:1 91:8,22 93:15 95:8 106:23 113:25 114:1 118:5,11,15,20,20 131:9 135:24 141:8,25 143:2 144:2 145:16 154:21 155:14 162:22 169:22 171:12 172:11 175:25 180:10 187:5 188:21

Oklahoma [6] 10:15 17:9 20:9 59:3 89:8 174:7

old [9] 30:22,25 31:3 50:22 53:14 116:23 159:1,3 182:11




Sheet 15 once - person

once [9] 5:11 21:7 51:15 81:24 93:12 94:24 104:20 159:14 172:9

ones [3] 62:8 69:3 119:6 only [16] 8:19 29:12 32:15

56:9,11 65:5,15 76:11 92:14 96:17 108:1,5 111:24 138:2 173:11 186:22

opened [1] 168:4 operate [2] 26:1,11 operating [2] 8:25 34:8 opinion [1] 189:17 opposed [3] 25:24 79:18

100:5 order [12] 13:5 40:9,22 42:

14 69:16 101:2 148:6 172:20 177:23 189:10,11,15

orders [1] 126:5 ordinary [2] 139:8 144:22 Organization [1] 162:24 organizational [1] 161:

22 original [5] 18:24 42:13

136:20,22 166:1 originally [3] 22:7 29:3,4 originated [1] 41:3 other [48] 10:8 13:1 21:10

23:3,16 24:4 25:24 36:1 45:22 59:13 60:22 65:12 66:2,23 68:18 72:11 81:19 85:4 89:16,17,18 91:13,22 92:19 93:22 101:21 111:25 113:13 119:6 131:19 135:9 137:23 143:2 146:2 156:25 158:4 159:16,22 171:15 172:14 173:17 176:8,16 180:10,19 182:16 184:10 187:6

others [9] 13:20 49:10 50:4 66:4 69:2 70:10 72:2 77:24 186:4

otherwise [2] 57:15 94:1 out [73] 7:3 11:5 19:1,12 21:

24 22:6,11,18,19,21,23 25:20 34:7,9 35:15 42:25 44:

10,20 45:4,7 47:8 49:23 51:23,24 53:15 54:13 56:21 62:13 63:16 65:3 72:9 76:20 78:21,22 86:18 87:8,13 89:13,19 90:7 92:20 95:16 104:14 108:12 111:15 112:24 113:3,7 115:3 120:9 124:13 125:5 128:2 133:21 136:16 137:9 143:3 147:4 148:9 150:2 156:25 158:6,10 159:12 167:17 172:7,13 173:15,16 178:6 180:6 186:12 188:6

Outlaw [1] 43:10 outside [3] 71:1 76:1 89:

15 over [32] 18:13 25:7 29:5

30:8 31:16 37:21 38:23 40:16,24 44:9,19 45:6 48:3 51:3,21 55:20 63:5,19 85:15 91:18 94:9 95:10 105:2 112:23 132:22 145:13,14 146:25 148:16 164:15 166:12 178:24

overbearing [1] 110:6 overcome [1] 16:14 overseas [7] 156:4,5,11,

15,19 157:11,12 overseeing [1] 36:21 owing [1] 23:21 own [13] 6:13,15 8:25 46:8

55:25 65:5 74:2,4,6,8 102:25 139:17 183:12

owned [23] 10:14,25 12:9,9,12 52:4,10,11 65:17 73:16 74:21,25 75:6 76:2,25 77:2 83:15 107:23 125:1,4,13 169:1 173:17

owner [14] 12:13,21 33:18 65:9,10 67:16 99:16 160:25 161:17,19 169:10 171:1,2 176:10

owners [5] 12:1 17:4 75:22 163:10 169:11

ownership [4] 20:2 119:1

161:3,5 owns [2] 52:9 173:20

Pp.m [1] 189:24 page [29] 39:5 64:4,4 91:5

95:18,19,25 97:10 98:11 101:13 102:13,21 118:21 123:9,13 130:16,17 131:1,3,7,10 154:10 155:12 156:4 163:3 168:21 176:7 179:20,25

paid [18] 33:3 34:24 35:13,22 42:7 48:3 49:21 52:6 73:17 93:12 114:13 116:2 139:10 158:2 179:9 180:15 181:10 187:18

panned [1] 147:4 paperwork [1] 37:2 paragraph [18] 39:14 40:7

42:14 52:25 54:3 58:4 59:5,11,14,17 60:16 61:23 64:5 70:1,25 72:18 76:9 118:21

paragraphs [1] 69:24 paralegal [2] 7:4 8:16 Pardon [2] 120:22 155:9 parents [3] 67:1,3,4 Park [3] 67:11,17 68:1 Parsons [1] 30:16 part [12] 19:24 47:19 58:16

99:14 105:19,25 111:21 113:12 143:18 172:25 174:19,21

participant [2] 24:13 25:12

participate [1] 24:15 participated [1] 156:19 participating [2] 133:3

154:22 participation [6] 134:3,6,

16,17,25 135:13 particular [2] 10:13 160:

14 partnership [2] 92:12,16 party [3] 76:11,12,13

passed [1] 32:12 past [1] 88:25 pause [1] 141:3 pay [15] 17:19 36:7 49:20

50:15 52:1 101:7 108:20 114:22 117:7 119:2 126:22 135:7 139:15,16 142:18

paying [3] 15:12 67:25 68:2

payments [3] 56:21 64:15 119:8

payroll [3] 15:12 36:16,18 pending [1] 73:5 Pennsylvania [1] 20:11 Pension [52] 7:12,17 9:16,

18,20 10:6,12,15 11:8 12:10 13:4,11 14:8 17:8,10,23 18:16 19:3,9,14 21:11 22:17,19 27:10,11 31:24 33:16 38:7 48:11 51:7,11 53:3 54:12 56:17 61:18 62:17 75:19 76:22 78:5 87:24 88:3 96:1,7,10,16 103:7 104:11 125:1 133:3 142:15 166:2 177:2

people [13] 13:1 23:5 25:10 43:4,7 59:23 78:21 112:5 120:4 143:14 144:5 147:1 186:7

percent [1] 126:25 percentage [1] 41:2 perfected [1] 8:8 perform [4] 21:10 23:3 59:

7 109:11 performing [1] 152:15 period [8] 8:10,24 33:21

38:8 40:16 56:10 105:2 178:4

permission [2] 51:20 113:11

permitted [1] 69:7 person [24] 8:19 14:3 15:

12,21 16:3 17:11 20:23 21:23 22:1,7 26:25 31:25




Sheet 16 person - provided

36:20,22 39:12 46:20 70:23 109:7,16 110:16 138:14,17 181:10 183:10

personal [21] 49:24 55:25 62:1,5 64:2 71:17 72:11,22,22 73:4,24 74:12,16 76:23 91:1 100:20 126:20 162:4 164:11 172:25 182:15

personally [6] 12:22 71:5,15,24 119:25 148:8

personnel [1] 183:19 persons [5] 27:8 56:16

126:23 146:2 157:10 persons' [1] 28:22 persuade [1] 101:6 Peterson [1] 21:19 phone [1] 103:5 pick [2] 47:8 104:14 pictures [2] 50:1,3 pie [1] 147:1 Pitts [23] 23:12 37:10,12,

22 71:1,4,8,14,23 72:10,15,19,20 141:10 148:23 149:4,7,12,16 150:1,5,8,17

Place [4] 6:21 20:22 29:17 40:12

places [1] 89:20 plaintiff [2] 42:22,24 plan [3] 136:18,21,22 planning [4] 9:4,12 64:8

152:21 plans [3] 24:10 30:8 37:2 pleadings [4] 23:16,24 24:

3 55:18 please [2] 5:14 135:13 Plus [3] 50:20,20 166:16 point [13] 8:17 19:11 27:3

28:8 30:8 56:21 66:11 117:6 122:13 138:24 167:16 174:8 182:10

policy [5] 65:2,7,10 115:5 116:11

pool [1] 78:22

Poole [5] 54:3,9,12,14,19 poorly [1] 31:4 position [3] 21:25 22:18,

20 positive [1] 162:7 possibility [1] 169:3 potential [3] 124:11 152:

20 155:2 Powell [1] 48:8 practice [4] 8:25 9:1 125:

15 143:3 premium [1] 64:16 prepare [10] 17:25 38:14

55:3 57:5,6 77:13 113:9 152:4,17 182:7

prepared [24] 10:13,16 17:5,20 21:8 23:6,8,10 38:11 39:9 53:1 57:7 74:19 77:12,15 94:25 116:19 118:16 123:5 126:16 127:22 148:9,10 150:24

preparing [8] 23:16 29:2 58:8,24 68:18 123:2 151:17 152:5

presentations [1] 24:21 President [2] 123:10 184:

4 press [1] 135:4 pretty [6] 9:5 37:7 54:19

75:5 125:4 147:9 prevailed [1] 91:12 previous [1] 42:1 previously [3] 111:3 129:

25 176:17 primarily [2] 9:7,8 primary [1] 25:17 Prime [25] 107:16,18,23

128:6,11,14 129:13,14,17 130:9,23 132:3,6 133:17 151:13,18,25 152:3,12,16 153:19,22 166:16,23 167:7

principal [1] 126:24 principals [1] 8:1 printed [1] 160:23

prior [7] 13:21 37:16 43:11 55:19 148:14 149:20,25

priority [1] 54:2 prison [2] 54:4,6 private [1] 143:11 privilege [3] 71:11 73:1

186:6 privy [3] 116:5 151:2 181:

25 probably [75] 7:12,13 9:10

17:17,21 18:10 19:12,13 27:3 28:7 29:22 40:13,13,15 41:21 53:7 54:13,15 60:20 65:10 75:4 76:20 79:8 84:22 87:6 89:23 90:9 95:23 96:12 97:24 98:19 99:12,13 106:13,15 120:14 121:6,25 122:1,4,10 125:7,11 126:16,16 128:22 137:7 138:9,18 139:7,19 143:7 146:16,17 152:9,17 153:14 156:10,12 160:22 161:2,19,23 163:12,13 164:12,12 165:6,7,8,16 176:2,5,20 182:6

probe [1] 141:8 problem [2] 115:20 156:

24 problems [6] 16:18 30:25

49:1 70:23 147:18,20 proceed [1] 136:21 proceeds [5] 63:8,12 81:

24 90:19 93:12 process [3] 18:21 19:1

174:21 produce [2] 47:6 50:2 professional [1] 184:16 professor [1] 170:6 profit [3] 17:15 18:18 181:

15 profitable [1] 90:8 profited [1] 90:1 program [2] 42:6,12 prohibiting [1] 189:12 prohibitive [7] 12:20 16:

10,12,15 28:15 111:22 112:22

project [1] 94:4 projects [1] 89:21 promised [7] 42:2,3,5 47:

7 108:25 120:7 122:10 promising [1] 126:22 promissory [8] 43:18 114:

4,5,9 126:17,20 127:12 167:5

proof [1] 49:24 prop [1] 113:5 properly [2] 106:1 114:6 properties [75] 10:14,17,

18,21,23 11:3 17:7,11,13,14,15,21 18:13,18,21 19:8,13,14,15,16,24 20:2,10,17 21:3,12,15,16,18 52:8,9 54:7,10,13,17,19 58:16 59:2 62:12,14,18,20 63:17 67:9,14 75:18,22,23 76:2 79:10 80:11,13 81:21 82:3 83:6,9,24 87:8,10,12,15,20 90:5,13,14,22 91:18 93:8 98:19 113:1 124:11,12,13,21,23

property [84] 9:5 11:5 12:8,9,12,14 13:6,8 18:23,24 19:5,17,22,23 21:18 22:11,16,20 51:9,16,23,24 52:2,3,7,13,17 65:17,23 67:10,17,22,25 68:4 75:6,11,11,13,21 79:7,17,20,21 80:3,10,16 84:1 86:18 87:11,18 90:4,6 91:18,23,23 94:7 102:16,19 113:11 116:14,19,21,23 119:9,10,14,15 124:25 125:12,20 126:21 134:9 157:7,23 158:18,25 159:1,4,10,12 173:13,15,20 182:10

provide [4] 85:6 136:14 143:2 183:16

provided [3] 16:7 27:21 143:19




Sheet 17 providing - reflects

providing [2] 26:2 128:13 provision [1] 171:9 provisions [2] 53:18 60:1 Provo [3] 65:17 102:15,17 public [2] 125:18 170:21 pull [1] 35:15 Purchase [4] 67:21 87:14,

16 112:25 purchased [4] 51:10 62:

17 63:1 80:11 purchases [1] 87:21 purchasing [1] 90:17 purported [2] 111:11,12 purportedly [1] 115:12 purpose [16] 19:20 41:13

66:9,15 78:17 85:5 98:2,17 103:20 119:5 124:8 125:6 136:16,25 137:22 139:20

purposes [12] 41:15 62:1,5 64:8 69:8 78:25 87:7 112:25 137:23 161:8 164:11,11

pursue [2] 71:2 115:17 pursued [1] 116:8 pushing [1] 159:8 put [19] 14:9 24:7 51:11,15

68:3 78:21 83:10 90:25 100:4 102:4,8 119:11,12 138:11,16 157:20 164:14 176:22 188:20

putting [2] 100:5 172:25 Q

quarter [1] 99:16 question [16] 61:2 79:14

83:25 99:4 110:5 111:15 120:8 121:18 126:7 127:1 142:10 154:9,12 156:13 163:18 166:11

questions [11] 31:9 106:9 109:21 110:8,11 139:12 163:20 177:21 184:17,18,24

quick [2] 77:6 155:18 quickly [4] 77:23 84:7 95:

2 184:20 Quicksilver [3] 92:17,20

93:4 Quit-Claim [8] 58:24 59:1,

2 81:1,2,3,18 83:22 quit-claiming [1] 84:1 quite [6] 9:11 42:9 48:22

132:16 162:6 184:6 quote [9] 39:18 40:24 42:1

64:5 118:12 126:22 134:4 166:25 177:3

Rraise [3] 117:5 120:3,7 raised [2] 117:8 120:6 raising [2] 117:7 146:19 ran [1] 96:12 Ranch [1] 93:19 range [1] 146:21 ranges [1] 54:18 rarely [1] 14:5 rate [1] 167:3 Raymond [6] 170:1,2,3,4,

14,16

[1] 166:22 RE [2] 93:14 102:10 reached [1] 186:12 reaching [1] 120:9 read [1] 169:17 reading [4] 55:18 132:21

141:12 168:16 real [23] 10:5,8,10 12:9 14:

2,5,16,23 22:12 58:16 67:21 82:7 87:17 93:3 95:2 111:24 116:13 134:5,8 139:25 140:3 155:18 160:8

realize [1] 154:3 really [27] 7:9 37:6 50:25

51:13,14 78:19 91:16 107:10 133:1,15,23 134:13 135:3,21 137:10,12 142:8 151:21 156:23 159:8,10,14 168:14,14 175:12 181:22 184:20

reason [20] 11:19 19:7 46:23 56:18,19,23 60:11 79:5,5,14 82:8 83:8,8 100:4 112:6 119:17 121:25 145:15 156:8 161:21

reasonable [5] 45:23 71:2 136:13,14 137:6

reasons [1] 163:19 recall [96] 7:24 8:18 11:15

13:25 16:6 17:1,17,22 29:18,19 30:3 32:23 33:10 41:7 43:16 44:17 46:11 49:19 55:5 56:7 60:23 61:11,20 66:12,15,17,18,19,25 67:3 68:12,18 69:3 72:3,13 75:24 76:20 77:1 84:12 90:23 92:7 95:11 98:1,18,24 99:7 100:15 104:10,11,19 116:25 117:1,3 119:6 121:2,18 122:9,15 123:1,4 125:22 127:21 128:7,9,10,11 132:21,22 133:15 134:20 136:7 137:1,3,4,24 138:11,15,19,21 140:4,18 142:21 143:9 144:20 151:23 153:16 154:17,21 155:1,3 159:8 160:9,20 169:7,25 175:4

recalled [1] 35:8 receive [4] 32:2 84:3 135:

14 180:12 received [13] 34:11,21 52:

15 84:2 112:11 129:17 134:15 135:19 142:19 161:9 167:10 180:11,21

Receiver [9] 38:23 55:19 85:15 178:2 179:16 185:8,9 188:11 189:7

Receiver's [1] 189:10 Receivership [6] 7:21

118:13 119:10,11,12 177:22

receiving [5] 63:7,11 134:20 160:21 170:12

recent [4] 73:18 100:15

185:4,25 recently [5] 49:8 57:3 102:

11 103:2,3 recite [1] 149:20 recognition [1] 78:13 recognize [21] 39:2 57:2

77:11 94:24 122:22 125:3 126:11,14 128:20,21 130:5 131:3 140:21 155:23 162:14 174:25 175:24 176:1,6,8,15

recollection [29] 32:1,20 33:8 37:15 38:6 40:11 53:19 77:21 107:20 124:23 129:10 132:8,18,24 133:10,21 134:11 135:19 145:3 151:24 152:4 154:18 161:16 163:9 167:8 168:12 171:7,15,18

recommend [1] 33:16 reconcile [1] 183:2 record [6] 5:15 121:8 154:

5 159:20 162:8,9 Recorder's [1] 75:17 records [3] 73:4 77:18 95:

1 recover [2] 23:20 54:7 recovered [1] 45:11 redeposited [1] 90:19 red-headed [1] 42:9 redraft [2] 29:15 31:5 redrafted [1] 32:3 reference [2] 70:5 144:10 referenced [1] 144:6 references [1] 52:25 referred [2] 81:11 169:20 referring [6] 15:15 62:4

69:24 72:15,15 130:16 refinance [2] 182:11,13 reflect [5] 29:17 96:3 111:

11 159:20 169:5 reflected [2] 29:16 59:10 reflecting [1] 171:24 reflects [5] 39:12 130:8

134:14 162:16 168:22

REDACTEDREDACTED




Sheet 18 refresh - Scroll

refresh [9] 32:20 124:22 132:8,17 134:11 135:18 161:16 163:9 167:8

refused [1] 139:15 refusing [1] 116:7 regard [1] 149:16 regarding [6] 25:5,9 33:

25 119:18 140:23 142:17 regards [3] 70:6 73:15

159:3 registered [15] 59:18 61:3

78:15 85:10 95:22 96:2,9,20 97:5 100:7 101:1,3 140:2,9 163:1

regular [5] 15:23 21:5 55:6 145:7,18

regularly [4] 64:16 106:14 183:19 184:1

rehabilitating [1] 94:7 rejected [1] 16:6 relate [1] 133:8 related [1] 101:19 relates [3] 55:22 129:13

152:19 Relating [7] 23:18 24:9 85:

14 133:7 134:3 178:19 183:17

relation [2] 92:24 100:17 relationship [21] 26:4,5,

11 27:9,9,13,14 29:12 47:2,3,17,19 53:2 55:23 56:17 58:14 70:7 74:16 81:15 109:12 124:4

relationships [2] 55:21 56:9

release [2] 137:14,18 relevant [2] 71:17 72:21 reliable [1] 109:7 remain [2] 37:7 61:3 remained [1] 176:25 remember [27] 7:5,25 8:3

14:2 21:19,20,22 24:8,24 60:4 63:18 66:10,22 69:12 70:15 72:4 101:17 119:21 120:2 153:18 158:3

167:11,15 169:8 174:14,15 189:10

remembering [1] 185:21 remind [2] 77:5 185:1 reminded [1] 186:6 Remington [5] 158:11,12,

20 159:7,8 rent [1] 73:17 renters [1] 17:19 repaid [3] 46:24 49:14 158:

22 repay [2] 43:18 48:21 replaced [1] 23:12 report [2] 42:15 76:18 reported [1] 41:25 reports [1] 12:17 represent [11] 77:10,17

80:25 94:23 111:10 136:2,3 141:11 151:19 154:6 188:25

representation [1] 71:16 represented [5] 68:12,14

71:4,15 175:9 representing [2] 71:4,14 reputation [1] 74:13 request [4] 29:25,25 58:9

180:7 require [3] 112:2 115:3

116:2 required [1] 26:4 requires [2] 71:10 136:15 research [1] 156:11 reselling [1] 17:14 reservations [1] 146:11 reside [1] 5:17 resign [1] 60:17 resigned [2] 6:13,25 resolution [1] 151:18 resolve [3] 16:18,20,22 resolved [3] 49:16 157:24,

25 respect [1] 180:12 respond [1] 125:16 responded [1] 120:5 responsibilities [3] 10:3

15:5 37:5 responsibility [3] 12:23

114:14,19 responsible [5] 28:2 35:

16,17 63:7 114:3 rest [1] 180:7 result [4] 58:22 158:1,15

179:10 resulted [1] 138:24 retain [1] 136:2 retained [4] 70:3 71:23

114:6 118:5 retired [1] 29:8 retirement [3] 24:10 138:

15,16 retiring [1] 37:20 return [2] 45:15,24 revalue [1] 116:6 revenue [2] 88:2 98:6 revenues [2] 88:18,20 review [19] 10:5,10,11 12:

16,24 13:3 14:5 30:6,22 32:13 41:24 58:15,21 72:6,24 73:10 114:10 132:1 142:3

reviewed [9] 13:2 27:20 40:23 57:6,13 111:21 132:17 175:3 176:22

reviewing [9] 12:4 13:22 16:2 17:3 71:17 72:21 73:3,25 132:20

revise [1] 27:2 rich [5] 88:21,22 138:2 157:

5,8 Richard [1] 157:6 Richards [1] 8:2 Riche [3] 41:4,6,7 ring [1] 135:23 ringing [1] 135:22 Riverton [2] 25:7,20 Robert [1] 70:15 Rocky [2] 112:5 184:9 role [4] 29:12 37:4 172:25

187:11 Romney [1] 6:10

Rose [5] 23:11,11 37:17,19 70:16

run [5] 40:9 61:19 84:7 90:8 95:2

Ssafety [1] 184:7 sale [6] 12:22 87:14,17 124:

12,13,15 sales [6] 81:24 90:18 93:

12 124:22,24 125:8 Salt [4] 6:21 75:16,25 76:1 same [19] 10:19 14:15 20:

12 37:7 38:22 43:14 50:5 72:18 81:10 103:12,13,15 119:15 133:16 143:24 156:13 158:25 163:19 169:20

San [1] 24:7 Sandy [1] 25:7 Sara [2] 70:18,19 sat [1] 110:10 savants [1] 119:21 save [1] 10:23 saved [1] 123:7 savings [7] 69:8,17 155:2

156:11 157:1,11,12 saw [8] 16:18 37:14 57:9

135:2 172:5,10 173:3 185:13

Sawtell [11] 106:16,18,19 107:4,6,11,11,12 126:13 127:14 133:5

saying [2] 113:22 159:21 says [23] 39:18 59:6,17 64:

5 71:13 72:14 86:1 97:21 117:18 118:9,12,22 126:20 128:23 133:13 134:4 140:24 142:1 156:2 167:14 168:19 170:21 171:9

scan [1] 163:13 scanned [1] 163:14 scene [1] 15:20 school [4] 6:2,4,7 102:17 Scott [4] 8:3,3,3,5 Scroll [1] 156:3




Sheet 19 SEC - somebody's

SEC [7] 36:4 147:18,21,24 149:24 188:3,10

Second [10] 6:22 13:3 40:22 100:10 131:1,3,7 141:3 154:10 181:9

second-guessed [1] 109:22

secret [1] 143:11 secretary [22] 7:7 9:22,23,

25 10:3,11 13:16 20:25 21:11 23:4 24:5,25 30:7 37:4,24 44:25 45:13 48:1 78:7 88:14 105:24 181:24

secretive [2] 124:5 125:19 secure [1] 41:14 secured [6] 22:8,16 48:19

50:13 51:19 126:20 Securities [1] 7:20 see [36] 11:6 12:18 41:5 42:

16 49:15 62:2 70:12 71:19 76:2 82:10 95:5 113:25 114:11 117:18,25 118:9 127:12 128:25 130:7 131:2 136:23 143:10 155:8,10 156:1,5 159:15,21 162:17,24 168:19 169:16 170:7 171:9 185:2,14

seeking [6] 73:13 116:6 119:3,4 153:21 165:12

seem [4] 47:6 109:11 138:19,19

seemed [7] 16:12 33:7 46:15 47:4 57:14 109:1 184:2

seems [3] 91:20 99:12 103:25

seen [4] 111:10 141:6 173:6 185:15

self-directed [6] 10:7 11:9,21 24:10 26:3 31:7

self-employed [1] 35:18 sell [12] 7:2 10:8,9 13:5 18:

18 48:25 75:22 79:12,13,20,21 87:18

selling [2] 8:7 90:16

seminar [2] 24:8,9 seminars [7] 24:6,14,16,

18 41:3,10,13 send [9] 124:8 125:16 126:

2 138:5,7 139:5 144:21,23 186:20

sending [16] 121:18,23 123:1,19,23 132:16 138:1 145:4 155:1 156:8 161:22 163:18,21 164:2 165:4 166:12

sense [3] 142:8 170:15 172:12

sent [22] 53:3 122:13 123:8 124:1 126:15 139:3 145:13 148:9 161:10,14 162:15,16,17,20 163:12,15,16 164:15 166:7,9 179:15 186:17

sentence [2] 62:7 71:13 separate [1] 17:6 September [2] 32:19 53:

22 served [1] 185:19 Service [3] 61:18 75:16

107:7 Services [48] 7:12,18 9:16,

20 10:6,12 11:8 12:10 13:11 17:8 21:11 26:3 31:11,21 32:3,8,19,25 38:7 61:19 78:5 87:2,25 88:3 96:1,8,10,16 100:11 107:9,13 126:21 127:5,13,23 133:3 138:8 139:6 143:4,16,20,21 144:14,25 145:5 175:13 176:3 177:3

set [25] 19:17 51:2 66:16 84:23,23 85:1 96:25 97:1,2,3 98:9,14,15 102:1 111:11 121:3,7,15,25 122:3 138:13 142:7,13,14 169:4

settlement [1] 158:10 Several [9] 6:20 32:14 47:

4 63:16 81:2,3 105:2 116:2 185:9

share [2] 151:8,8 shareholder [1] 96:17 shareholders [3] 96:9,13,

15 Shauna [1] 105:2 sheet [1] 35:7 sheets [1] 92:2 Shellie [1] 14:11 She's [1] 162:18 shoot [3] 110:18,20,21 short [2] 94:18 160:2 shortly [2] 97:16 188:10 shot [1] 32:11 shouldn't [1] 157:24 show [21] 39:1 57:1 94:22

111:2 116:14 117:10 122:19 128:17 130:18 133:25 135:10 136:9 140:20 144:18 154:7 162:11 164:21 166:20 171:23 174:23 175:22

showed [1] 96:8 showing [9] 77:7 121:9

124:18 126:10 129:24 132:12 154:1 155:21 160:19

shows [9] 96:1,6 100:11 130:15 160:24,24 163:1,5 169:9

side [4] 18:2 31:25 91:13 172:12

sign [13] 10:11 12:15 13:4,6,8,16 14:8,9 27:1 82:9 112:7 114:9 143:15

signatore [3] 168:22,23,24

signature [14] 16:7 23:16 112:2 118:17 131:2,3,6,11,13,13,16 176:15 180:1,2

signatures [2] 113:25 176:6

signed [25] 13:7 31:11 32:19 40:17,18,19 41:17 53:23 57:3 63:18 67:21 81:4,6 82:6 112:8 123:10 127:

13 134:6,7 137:14,22 144:5 172:3,20,22

signer [2] 54:24 168:9 signing [3] 16:3 25:4 81:

18 Silverado [12] 62:11,15,

19,24,25 63:1,15 87:4,10,19 90:13 93:5

similar [3] 59:8 75:12 158:14

simply [2] 8:7 125:15 since [5] 18:10 56:12 85:

18 102:18 185:7 sit [5] 58:1 110:17 123:22

129:10 137:21 site [1] 72:7 situation [1] 147:3 Six [2] 104:10 129:12 skiing [2] 159:23,24 sky [1] 147:1 slow [1] 119:13 slum [3] 17:11 18:12 19:24 slums [1] 18:22 smartphone [1] 103:6 Smith [21] 19:18 29:4,5,7

39:16,23 40:4 46:13 52:14 98:16 119:19 122:3 150:13,19 151:5 163:7,10 169:1,4,11 172:6

Snow [1] 6:11 Snuffer [5] 23:14 45:6 70:

12,13 157:23 software [9] 7:3,22 8:7,9,

11 41:25 42:1,6,12 sold [16] 10:19 12:14 54:12,

15,18 63:3,4,6,17 65:23,23,24 83:10 94:8 102:18,19

solve [1] 147:17 solving [1] 147:20 somebody [14] 8:3 13:6

30:13 41:17,19 100:23 103:25 116:1 138:13 157:2,3 160:13 186:11 189:19

somebody's [1] 115:9




Sheet 20 Somehow - there's

Somehow [7] 92:24,24 94:11 105:20 116:24 158:10 188:7

someone [9] 12:11,14 26:6 42:4 72:6 73:16 74:14,16 116:12

someplace [10] 37:14 50:14 51:22 53:8 62:17 67:10 98:19 123:7 173:15 174:7

sometimes [4] 60:9 75:21 110:22 145:10

somewhat [1] 124:5 somewhere [1] 170:24 soon [1] 24:1 sorry [4] 100:15 133:23

134:13 135:21 sort [1] 171:19 sound [2] 139:22 153:14 sounds [3] 32:22 84:15

169:23 source [5] 55:17 87:20 93:

9 146:19 157:21 South [5] 5:18 6:22,23 91:

19 178:25 Spanish [1] 90:6 speaker [2] 24:18,20 Speaking [1] 56:2 specific [12] 17:1 29:18

33:1 36:22 37:14 40:14,17 60:1 111:15 121:2 132:22 185:23

specifically [17] 15:6 17:2 25:25 38:4 60:6 61:21 66:22 72:4 76:19 98:18 113:3 121:20 122:9 123:4 135:9 146:1 175:4

specifics [3] 47:23 108:6 138:20

spending [1] 23:22 spent [3] 23:15 145:20,21 spoke [4] 27:8 60:7 102:10

142:2 spoken [1] 104:20 spring [3] 7:13,14 90:6

Sr [9] 47:2,8 104:14,17 105:5,11 111:14 142:14,16

St [7] 60:3 67:9 75:11 100:13,14,17,25

staff [6] 36:9 109:20 112:3 114:11,12 146:2

stage [1] 121:6 stamp [4] 131:13,16,19

172:20 stamped [1] 15:13 start [4] 23:25 29:10 71:13

140:23 started [11] 9:19 14:17 24:

1 28:11 34:11 58:5,8 59:21 103:3 104:10 157:21

Starting [2] 23:23 35:23 startup [1] 103:1 state [12] 5:14 25:7 42:5

77:19 83:2 91:18,23 95:1 101:1 178:22,23 179:1

statement [2] 39:20 173:5 statements [13] 12:18 27:

21,21,25 28:3,11 55:4,7 142:17 173:2 179:15 182:8,9

States [1] 123:10 status [1] 62:25 step [1] 13:3 stepped [2] 22:20 121:6 stickers [1] 14:9 still [10] 42:5 61:10 63:2 79:

25 87:10 117:23 132:21 179:8,13 187:1

stock [5] 48:19,25,25 49:1 184:8

stocks [1] 112:4 stood [2] 66:11 83:23 stop [2] 73:12 119:13 stopped [1] 60:15 strange [1] 91:20 strategy [4] 136:15,16,20,

22 Street [7] 25:7 42:5 91:19,

23 170:5 178:22,23 strike [6] 23:23 33:23 64:

19 112:16 116:20 122:18 stronger [1] 133:14 study [1] 77:7 stuff [18] 7:9 14:23 23:24

39:5 89:7,8,10 92:21 105:10 110:25 124:15 125:8 131:19 141:4 160:8 167:17 169:8 184:9

subdivision [2] 50:13 63:16

subject [2] 124:21 136:12 submit [1] 35:10 submitted [1] 21:9 subsequent [1] 178:4 subsequently [1] 178:20 substantial [7] 41:2 88:18

105:13 115:12 129:17,22,22

successful [1] 50:16 sue [2] 45:18,18 sued [2] 23:7 50:3 sufficient [2] 88:19,24 suggesting [2] 153:17

166:7 suggestions [1] 32:12 suing [3] 45:14 49:12 76:

22 suit [1] 50:21 suits [5] 23:23 24:4 42:23

43:2 50:23 sum [2] 105:13 126:24 support [1] 37:11 supporting [1] 118:13 suppose [2] 11:19 58:4 supposed [4] 48:17 109:5

142:18 167:18 supposedly [1] 146:18 suppositions [1] 108:18 surprise [3] 113:18 115:

23 175:16 surprised [2] 138:23 175:

19 surprises [1] 166:3 survival [1] 138:1 suspected [2] 112:19 150:

23 sworn [1] 5:4

Ttalked [24] 14:5 16:17 59:

16 70:16 72:7 86:19 93:2,4 96:19 97:10 98:12 101:11 110:25 112:10 147:8 176:17 177:10 185:12,15,20 188:7,13,17 189:6

talks [1] 123:9 task [6] 16:22 17:2 28:25

29:6 38:14 58:20 tasked [2] 19:2 53:13 tasks [4] 13:16 14:24 21:

10 23:3 tax [19] 69:8,16 124:11,13,

15,22,24 125:8 154:23 155:2 156:4,6,11,15,19,20 157:1,11,12

taxes [3] 35:15,17 125:20 teaching [2] 41:3,10 Technologies [5] 48:8,13,

14 49:2 141:16 technology [3] 7:9 48:16

76:23 tele [1] 103:5 terminated [4] 56:12,13,

13 178:2 terminating [1] 56:24 terms [12] 29:13 75:8 85:

13 89:7 108:19 113:19 120:18,24 158:18 171:12 176:23 188:3

testified [8] 5:5 54:21 59:14 75:9 81:20 87:5 104:13 174:18

testimony [3] 142:21 154:6 171:14

Texas [1] 174:7 theft [2] 51:3,5 theirs [1] 25:20 themselves [2] 115:12,21 therefore [1] 110:9 there's [19] 50:21 60:2 61:

5 62:10,19 73:11 74:13




Sheet 21 there's - Until

94:3 97:18 101:4,13 102:21 103:23,24 125:19 150:2 156:5 169:3 185:19

thinking [2] 37:13 148:1 Third [6] 6:22 25:21 50:7

102:13,16 178:25 third-party [3] 11:9 26:2

177:3 though [19] 24:18 27:25

28:18 43:16 45:20 49:7 55:20 65:25 76:21 79:25 83:12 92:11 97:18 102:7 114:2 126:2,19 151:16 171:11

thousand [1] 157:18 three [11] 19:8 49:8 51:11

57:11 61:5 63:5 73:19 106:14 113:14 178:14,15

three-day [1] 24:8 throughout [1] 37:7 timely [1] 136:17 tiny [1] 37:17 title [8] 9:20 12:8,17 19:22

21:17 75:4 79:6,17 titled [1] 91:19 titles [1] 19:23 today [8] 58:1 59:16 123:

22 129:11 142:3 151:16 184:14 189:1

together [4] 133:21 146:5,6 172:25

tomorrow [2] 109:2,3 Tooele [1] 173:15 took [12] 29:5,17 32:11 51:

18,19,21 52:1 53:21 85:15 119:15 153:4 158:25

top [1] 117:18 Towers [1] 6:23 town [6] 37:19 50:22 116:

23 159:1,3 182:11 townhomes [1] 20:13 Townhouse [1] 102:13 track [3] 35:1 140:8 165:9 transaction [32] 10:20 12:

21,23 16:10,12,16,24 22:3,

8,16 43:10 58:16,22 118:8 122:6,7,12,14,15 132:23,25 133:2 134:12 147:11,20 148:7 154:13,19 167:21 187:17,20,25

transactions [11] 10:5 25:2 28:15 48:5 104:3 105:23 108:16 111:23,25,25 112:22

transfer [17] 19:5,14 48:15,25 49:1 83:5 130:9,11,19 132:2 133:17 153:21 154:10 172:13 179:14 189:6,21

transferred [9] 17:20 19:7,13 44:10,20 45:21 75:13 105:14,21

transferring [5] 10:16 58:16 83:20 178:6 189:12

transfers [4] 83:22 130:22 172:22 178:11

Travel [3] 102:21 146:11 147:7

traveled [4] 10:25 146:5,6 153:2

traveling [1] 146:13 Traveltale [1] 103:11 treasury [3] 30:8 167:4,4 trial [4] 91:11 113:5,6,12 trials [1] 9:3 tried [10] 7:2 29:15,16 31:5,

7 48:24 114:20 133:14 157:22 176:21

Trifus [5] 44:9 45:2,4,7,8 trip [2] 152:21 153:4 true [2] 43:14 57:22 trust [76] 34:4,6 44:11,21

47:20 52:23,25 55:10,13 64:10,12,15,20,22,25 65:5,15 66:2,5,9,16,20 67:7,13 68:18 69:13,16 74:19 75:13 78:10,13,13,16,18,24 79:6,15,16 80:7,18,19 81:8,10,12,19 82:18 83:2,6,6,11,15,19,21 84:2 89:12 90:

20 91:3 92:15 96:19,20 101:14,16,25 102:1,3,5,8 104:25 112:17 130:23 134:7 148:17,25 149:9 153:22 172:14

trustee [9] 45:3 80:6 81:8 82:11,13,20,25 96:20 102:7

trusts [10] 64:8 65:12,16 66:23 67:2 68:19,23 69:6,11 173:1

truth [1] 185:22 try [7] 51:23 84:7 101:6

115:4 119:13 124:4 157:9 trying [29] 7:8 10:23 11:4

23:20 24:22,24 45:4 66:10 72:3,9 73:21 102:25 117:5 119:1,9,11,12 120:3 121:3,5 134:16 137:2,9 138:10 156:24 180:6 182:11,13 188:19

turn [2] 17:18 84:6 turned [8] 22:20 38:23 45:

5 49:23 51:24 54:14 90:7 159:12

turning [4] 18:13 37:21 91:5 116:18

twice [2] 45:1 104:20 two [22] 15:21 19:8 49:8 51:

10 57:11,15 59:24 63:5 73:19 81:15 89:23 90:23 94:10 106:13 107:3 113:14 133:19 144:1 148:12 152:23 186:4 189:3

two-day [1] 24:9 type [5] 8:25 14:7 33:24 90:

12 146:23 types [1] 20:16 typo [2] 57:15 97:22 typos [1] 33:9 tyrant [2] 109:25 110:1

UUK [10] 107:18 151:13,14,

18,25 152:3,12,16 153:19 167:7

ultimately [5] 13:16 31:11 82:3 118:22 119:14

umbrella [1] 105:14 unable [3] 22:2 49:6 118:

22 uncollectable [1] 142:24 uncomfortable [1] 59:24 under [4] 42:14 83:1,2 105:

14 underlying [1] 188:2 underscore [1] 73:13 understand [16] 22:3 26:

1,14 34:3 52:21 82:25 127:3 141:21 150:23 155:6 164:9 173:9 176:12,14 179:12 187:1

understanding [26] 31:6 33:24 43:25 44:1,5 47:1 52:22 54:10 74:22 81:23 82:7 83:19 88:17,23 96:3 98:8 112:12 120:10 132:1 138:4 152:10 159:2 161:25 173:8 176:24 181:14

understood [8] 26:7,10 51:5 82:13 149:7 150:22 176:24 177:2

undertake [3] 59:15 74:17 150:9

undertaken [1] 85:12 undertaking [3] 9:1 74:2,

3 undertook [2] 37:6 40:10 undivided [1] 134:8 unfortunate [2] 46:14 50:

25 union [1] 157:14 United [2] 123:10 152:22 University [1] 6:5 unknown [1] 22:4 unsuccessful [1] 136:20 unsuccessfully [1] 116:

16 Until [10] 7:19 15:20 37:7

40:3 49:7 53:22 79:2 106:6 116:8 175:13




Sheet 22 up - years

up [59] 7:22 11:2,6 17:13 18:18,23 19:18 33:2 40:3 41:17 46:12 50:8,15 66:16 67:25 68:4 75:4,18 76:4,17 79:10,11,21 81:22 83:10 84:23,23 85:1 96:25 97:1,2,3 98:9,14,15 102:1 103:3 113:5,6 119:8 121:3,7,15,25 122:3 123:24 125:21 128:25 138:9,13 142:13,14 143:15 144:5 155:4 169:4,9 187:21 189:20

update [1] 175:20 updating [2] 175:5,6 Upstate [1] 6:4 using [4] 25:23 52:2 62:16

113:16 Utah [57] 5:18 17:9 25:18,

24 26:4,7,9,12,14 27:12,21 29:13 31:20 33:25 53:3 54:23 55:7,22 56:3,11,12 62:12,20,23 70:7 76:6,7 77:19 78:14 83:2 95:1 101:1 107:16,18,23 128:6,11,14 129:13,14,17 130:9,23 132:3,6 133:7,17 153:22 166:16,23 167:7 172:14 174:20 175:10 176:11,24 182:25

utilities [1] 17:18 utilizing [1] 18:17

Vvague [3] 31:4 33:7,9 value [1] 22:15 valued [2] 54:14 159:10 varied [1] 10:4 various [4] 19:3 42:19 70:

2 177:10 Venture [1] 93:17 Ventures [4] 91:5 93:14

101:11 102:10 verify [3] 135:5 151:1 171:

21 Vernal [12] 62:13,21 63:17

87:9,11 89:21 90:4,5,13 92:20 95:16 99:9

viable [1] 136:18 violation [2] 189:14,20 voluntarily [1] 97:21 volunteered [1] 110:10

WW2 [1] 34:19 wages [1] 36:9 Wait [1] 86:1 walking [1] 188:6 wanted [14] 12:12,13 17:

15 22:11 33:11,20 114:17 116:1,12 122:1,5 126:17 145:12 164:15

water [10] 21:21,23,24 22:6,15,18,19,24 68:5 87:2

way [16] 16:20 20:4 25:1 33:6 35:6 55:4 85:6 91:2 95:20,21 108:5 116:15 126:1 152:7 157:25 188:12

ways [1] 156:3 Weber [2] 76:4,5 wedding [1] 50:1 weddings [1] 50:2 week [4] 141:1 142:2,6

183:11 weeks [1] 53:4 welcome [2] 7:21 95:6 Wells [1] 56:6 Wendover [4] 21:18 22:

11 86:20,21 Westergard [1] 158:1 Whatever [21] 7:16 10:19

14:6 19:7,9 26:24 32:4 36:8 45:5 60:11 63:20 79:3,12 88:22 91:14 101:19 112:6 129:22 147:3 185:22,22

whatsoever [5] 154:20 156:22 164:18 172:12,17

whenever [1] 10:19 wherever [2] 164:15 178:

23

whether [34] 16:14,14 28:14 44:5 48:2 52:22 65:24 77:21 91:2 108:19 110:12 112:17 127:9 129:16,17 131:12,15 135:19 138:1 146:4 148:5 149:8,17 153:1 158:7 161:17 167:25 169:14 171:2 183:5,14,15,25 188:22

Whoa [1] 175:1 whoever [1] 163:15 whole [1] 34:18 who's [1] 48:12 Wichita [13] 11:1,2 51:9

116:18,21,22 118:3,6,9,10 158:18 159:1,4

wife [3] 5:25 61:7 105:2 Wilcox [1] 123:14 Wilcoxen [10] 48:8,12 141:

12,14,15 142:5,11,15,18,19

Wilkerson/Westergard [1] 157:13 will [20] 13:21 64:4 74:14

77:17 80:25 101:13 110:7 111:10 117:18,25 118:8 128:25 130:7 151:19 154:6 156:1,5 162:17,23 184:21

willing [1] 108:20 wire [11] 129:11 130:8,11,

18,22 131:17 132:2 133:17 153:21 154:10 172:22

wired [1] 154:11 wireless [1] 7:8 wires [3] 48:15 130:13 171:

23 wiring [9] 128:14 129:6

164:25 165:4,7,8,12 166:12 168:7

Wise [2] 49:11,19 withdrawals [1] 178:19 within [5] 18:24 32:23 146:

16 148:12,13 without [8] 51:20 54:16 71:

21 75:22 76:11 82:6 126:7 177:8

witness [7] 5:4 73:2 77:4 149:2 159:24 160:3 184:15

Witt's [1] 93:19 won [1] 113:7 wonderful [2] 42:7 48:17 work [20] 7:3 8:11 9:4,14

14:10 24:4,11 40:20 42:2,3 51:8 59:7 70:25 71:4,14 94:7 110:1 126:1 166:1 176:4

worked [23] 6:10,11 7:2,6 9:15 10:22 11:2,3 29:9,9 31:24 33:15 37:16 45:3 54:19 70:13,14 76:10 106:11,14 149:4 176:2 186:8

Working [13] 8:8,20 15:23,25 18:20 29:10 42:12 59:22 104:11 120:19,24 121:1 149:13

worried [1] 186:5 worth [4] 22:21 48:20 51:

14 173:12 worthless [1] 54:19 Wow [1] 175:15 write [1] 35:6 writing [3] 29:1,2 108:9 written [4] 72:6 124:2 141:

11 172:7 wrote [3] 29:4 73:9 108:12

Yyear [28] 8:14,22 15:20,20

21:8,9 34:22 40:24 53:22 58:12 59:24 61:6,16 84:24 93:16 97:16 100:2 103:9 105:2 136:11,12 146:17 148:12,13 167:4,4 177:11 181:4

years [19] 5:20 18:9 44:19 49:8 51:1 54:5 58:19 63:5 73:19 95:10 114:24 116:2 117:17 120:11 129:12 147:1 148:12 152:23 175:




Sheet 23 years - Zions

20 Yellowstone [1] 67:10 York [2] 6:4 64:13 Young [1] 6:5 yourself [11] 39:24 40:4

126:13 128:19 135:12 136:10 140:23 155:25 160:13 163:7 164:23

ZZenith [23] 103:16,17 104:

2,3,4 160:5,6,24,25 161:4,18,25 163:11 164:18,25 165:11 166:15 167:7,9,24 168:22,24 170:22

Zilo [1] 103:24 Zions [5] 178:8,20 180:3,4

189:7


Mark R. Gaylord (#5073) Melanie J. Vartabedian (#10148 ... › images ›...

Documents

Transcript of Mark R. Gaylord (#5073) Melanie J. Vartabedian (#10148 ... › images ›...