You Are On Search North Dakota Development Group LLC Boom Or Bust page
This Boondoggle Came To Light In May 2015 - Poof Some $62 Million Gone - Good Times
| Layout Guide L to R - Top To Bottom |
Cease
& Desist |
The NDDG
LLC The Endless Websites |
SEC
& Lawyer Contacts |
Deeper & Deeper | Gavin
& Wife |
| PHGL
& The FCA The Inaction |
The Award | Good Times | The Bolkan Volcano | The Site Location | My Overseas |
| The Highlands | When It All Goes Bad | Dickinson Hotel | Receiver
& Recovery |
Chasseur-Immo The Bismarck Law Firm |
Commissions |
| TH Apartments | Strike Force |
October 2016 - The assets held within the Receivership ($650,000.00 - Before Fees) have very little value when compared against the approximately $60 million contributed by
investors and the approximately $5.5 million claimed by creditors of the Receivership entities. We expect any ultimate recovery by investors and creditors to be only an
extremely small percentage of their investments or claims. See Receiver & Recovery Link Above.
It Was May Of 2015 When This Came To Light - It Is Now 2022 - There Are Hundreds If Not Thousands Of Pages - Websites - PDF Files
Face Book Pages - Video's - etc. Still On The Internet Relating To This Entity - It Would Take Months If Not Years To Shut It Down.
There Is Page After Page Still Hyping It And Ready To Contact You & Have You Invest.
As The Months Have Passed Sites Have Been Taken Down And A Lot Of Sites Remain
Certainly in the year's 2012, 2013 and into 2014 anyone could have been led to believe this was all very real. In 2013 the red lights kept coming on, oil well site's where half
the tanks had never been used, the massive one year decline rates of new wells, producers not even wanting to market there own oil, producers shorting there oil in the future.
The numbers that go against the hype of more oil in the USA, then in Saudi. The average price of oil never trading above $60.00 a barrel, the debt being amassed. The data was
available then for anyone to cut to the chase and do due diligence. On the flip side of that for the brazen, bold, giant billboards in your face operation of this scam and all the
officials that saw it and officials that were aware of it by interaction of community and construction processes, plus media and hype and lawyers as officers of the court who cant
operate in a Perry Mason fundamental mindset that didn't even recall basic securities law. No one ever asked are these guys for real, are they doing this in my town,
in my state in step with the law? Certainly Not Of Course! For in those same years as this year and probably years to come the interest is self serving, they live for the hype.
They sell the hype. They do not buy the hype, they sell the hype, and sell the hype and sell the hype and who gets burned along the way, to bad.
In essence they were shorting the hype they were selling you on your long term bet of hysteria without diligence and you bought it.
So buyer be aware when you hear the words, Boom, North Dakota, Housing, Unbelievable, Oil and Income come out of someone's mouth. Especially In One Sentence!
"Yes They Are Having A Oil and Housing Boom in North Dakota & The Income Is Unbelievable"
Here Is The Hype Being Sold In One Of Their Many Sales Brochures
"Credibility The Largest Oil Field in the USA With an estimated 24 billion barrels of recoverable oil using today’s technology (out of around 650 billion available) and more oil than Saudi Arabia and
the UAE combined, the Bakken Formation is generating incredible wealth and creating job opportunities for the next 60-80 years. This means your investment will provide long term passive income."
Really - The Human Race Has Produced & Burned Around One Trillion Barrels & North Dakota Has 650 Billion Barrels Available - They Sold It - You Bought It - Hype!
Why Investors Should Beware Of The Bakken - March 2017
| Bakken
& North Dakota - Real Estate Boom Or
Bust Real Actual Data For Bakken Cities - Permits - Sales |
The
Counterfit Shale (Tight) Oil Revolution Always Know Your Driver - Always Know Your Catalyst |
| Cease
& Desist Return To Top Of Page |
| ND
SEC Cease & Desist Order |
ND
Century Code - 10-04 |
An order given by a government administrative agency or the courts to stop any suspicious or illegal activities.
Falling under the Financial Institutions Regulator Act of 1978, a cease-and-desist order places
An injunction on a company or person, prohibiting the activities that are deemed suspect.
As A Human & Or An Investor One Should Always Do Due Diligence To Protect Oneself - One Should Always Do Vetting Before Living Or Investing - Not Hype Crap
Besides That Why Would Anyone Legitimate Not Have A Third Party Hold The Investments To Keep Everything On The Up & Up - No Progress No Money
Pigs Get Fat, Hogs Get Slaughtered
This idiom is used to express being satisfied with enough, that being greedy or too ambitious will be your ruin.
“The world will not be destroyed by those who do evil, but by those who watch them without doing anything” Albert Einstein
Return To Index Home Page - bakkenboomorbust.com
| The NDDG LLC Return To Top Of Page |
05/13/2015 They Have Removed The Website
But you can view it on the wayback machine - Snapshots At December 2014 Still Remain
nddgroup.com - on the way back machine
They Had A Wonderful Website nddgroup.com It Is Parked On godaddy
How Many Websites Do They Have or Had or Still Have & The Websites Still Offering Investment In NDDG
| transhudsonhotel-dakota.com Google Image Search - Site Removed |
Trans
Hudson Hotel - Parshall ND Google Search |
Trans
Hudson Apartments - Williston ND Google Search |
| nddgroup.com All Images Captured In Google Search |
northdakotadevelopments.com As Captured On The Way Back Machine |
northdakotadevelopments.com All Images Captured In Google Search |
| cashflownorthdakota.com As Captured On The Way Back Machine |
cashflownorthdakota.com Google Search |
cashflownorthdakota.com All Images Captured In Google Search |
| Lou
Harty Selling "Hicksville ND" Starts at 48:00 - So Very Disinformative |
21stcenturyeducation.com As Captured On The Way Back Machine |
21stcenturyeducation.com Still Have The Sales Brochure Online |
| propertyhorizonsgroup.com As Captured On The Way Back Machine |
propertyhorizonsgroup.com Google Search |
propertyhorizonsgroup.com All Images Captured In Google Search |
| greatamericanlodge.com As Captured On The Way Back Machine |
Great
American Lodge Watford West Google Search |
Great
American Lodge Watford West All Images Captured In Google Search |
| proclient.ca & Then Their PDF Sales File |
Then
There is Horizon Ridge It Was Auctioned In 2014 |
| SEC
& Lawyer Contacts Return To Top Of Page |
SEC Halts Bakken Oil and Gas-Related Investment Scheme - 05/06/2015
| Federal SEC Litigation Release | ND SEC Cease & Desist | ND SEC Cease & Desist Order | ND Century Code - 10-04 |
A Ponzi scheme that promised investors high rates of return on North Dakota oilfield housing defrauded hundreds of investors worldwide
Out of $62 million, the U.S. Securities and Exchange Commission said in documents filed Tuesday.
Rates Of Return As High As 42% In The First Year
It Will Never Cease To Amaze That People Give Their Money To People Like This That They Dont Know
When They Could Take Their Money - This $62 Million & Trade Oil, Trade The Spy, Trade The /ES - /YM e-mini
Know Where Their Money Is At Night - The Biggest Hedge Funds On The Planet Play Hell To Earn 3% to 5 %
The Best Momentum Traders Live By 5%, 10%, Rinse & Repeat Day In & Day Out. Grow Up!
The Loss Of Assets To Good Faith Is A Terrible Thing - Diligence & Vigilance Are Your Duty - Not That Of The House
| The U.S. Securities and
Exchange Commission's Office of the Investor
Advocate can be found at online - sec.gov/investorad |
The North Dakota Securities
Department can be reached at (701) 328-2910 or (800)
297-5124. online - nd.gov.securities |
Complain to the UK authorities by filing a complaint at action fraud, online - actionfraud.police.uk |
Countries Worldwide Securities Commissions & Regulatory Agencies
| Securities Commission In France - In French amf-france.org - In French |
Securities Commission In France - In English amf-france.org - In English |
Worldwide Securities Contacts World Wide Regulators |
DO DUE DILIGENCE
Because a number of these companies and the investors they are soliciting reside outside North Dakota and the United States,
it may place them beyond the jurisdiction of the North Dakota Securities Department, regardless of the location of the real estate being developed.
Based on our investigations thus far, none of the entities inquired upon have submitted any type of securities registration filings in the
state of North Dakota, with other state securities regulators, or with the U.S. Securities and Exchange Commission. The Department encourages investors
to be thorough in conducting their own due diligence, including contacting the securities regulator in their home jurisdiction.
ND SEC Bakken Bulletin
These Law Firms Popped Up In Keyword Searches For ND Developments Property Management LLC
"If you are an investor that purchased real estate from North Dakota Developments, LLC (NDD Group) in North Dakota,
USA, you may be able to recover some of your investment losses through securities litigation."
They Will Be Added As They Pop Up In Keyword Searches
| Brenda Lee Hamilton at securitieslawyer101.com | securitieslawyer.com - Post On
05/18/2015 |
| securitieslawyer.com - Post On
05/19/2015 |
Russel L. Forkey at floridastockfraudblog.com |
| Joshua B. Kons at
investmentlossattorney.com |
John S Chapman at johnschapman.com |
| Deeper
& Deeper Return To Top Of Page |
This Just Gets Deeper & Deeper & Deeper
They Funded And Or Fronted A Company In Williston Called - Ames Engineering & Development Services LLC
| ameseng.com As Captured On The Way Back Machine |
google search ameseng |
article on bakken.com
the file name of the photo of Jacob Porter is very strange
2014/09/fucking-upload.jpg
They Funded And Or Fronted A Company Called - Augusta Exploration LLC
augusta exploration - google search
They even gave $500 dollars to the Mayoral Race in Williston
Mayoral Race May 2014
| Robert Gavin NDD LLC | Asians
Beware |
Daniel
Hogan NDD LLC |
| Robert
Gavin Nov. 2014 "ND Developments , which is 100% owned by Gavin, is bringing in around $6 million in sales per month." |
NDDG October 2013 | |
| NDDG
On Twitter |
NDDG
On Twitter As Captured On The Way Back Machine |
| Gavin & Wife Return To Top Of Page |
"NDDG transferred money to Gavin at an overseas Malaysian bank account in the name of his wife, Stephanie Prabaharan"
You can find her in a google search
Stephanie
They Look Very Happy - Many Happy Photos On Her FB Page (Page Removed)
And if you google them together
Gavin & Stephanie
Then You Will Find Property Horizons Group Limited
| Property Horizons
Group Limited & The FCA Return To Top Of Page |
Property Horizons Group Limited
There was a website - all it is - is a blank page that says - This website is now closed.
propertyhorizonsgroup.com
The website expired on 05/27/2015 - It Is For Sale On godaddy.com
But you can view it on the wayback machine
propertyhorizonsgroup.com - on the way back machine
The FCA Knew Of This In Early 2014
Whats The FCA
"So what went so badly wrong that the FCA stepped in and ordered the two bosses to offer everyone their money back?
The answer is that North Dakota was an unlicensed unit trust. In legal terms, it was a ‘Collective Investment Scheme"
Pulling A Fast One 05/24/2014
Why Didn't This Ever Get To The SEC In The USA
Pulling A Fast One 05/16/2015
Screenshot of the site - June 2013
Domain Register
| The Award Return To Top Of Page |
Robert Gavin - He Even Won An Award For Something He Never Even Built
Bernard Madoff Would Be Proud
The Glitzy Award 12/2014
The two men holding awards appear to be Stuart Johnson & Robert Gavin
Stuart Was the Head of UK Operations at NDD Group and American Property Developer
Stuart On Linked In
Stuart Had Taken Down His Linked In Profile Week Of 05/27/2015 - It Is Again Posted
It Was Captured In Digital For Any Future Reference
Hush now, baby, baby, don't you cry Mama's gonna make all of your nightmares come true Mama's gonna put all of her fears into you
Mama's gonna keep you right here under her wing She won't let you fly but she might let you sing Mama's gonna keep baby cosy and warm
Ooooh, babe, ooooh, babe, ooooh, babe
Of course Mama's gonna help build the wall
Mother
| Good Times Return To Top Of Page |
The meaning of the word BOLKAN Is Volcano! Maybe They Misspelled Bakken
What!
Look At What They Were Hypeing To Investors - Its To Good To Be True
The file name $89,950.pdf
Sales Brochure Used For The
Transhudson Hotel
Due Diligence Would Have Told You This Was A Hype Job
That would mean North Dakota would have 250 to 1000 billion barrels of oil - about half the world has ever produced!
Page 4 - The oil boom in North
Dakota is allowing them to defy the laws of economics
during the current climate. With larger oil reserves than
Saudi Arabia and
the UAE combined, the pressures from this rapid growth are evident. According to recent reports, there could be as much as 24 billion barrels of oil
in the Bakken Formation, more than double the amount originally thought.
the UAE combined, the pressures from this rapid growth are evident. According to recent reports, there could be as much as 24 billion barrels of oil
in the Bakken Formation, more than double the amount originally thought.
The Drawing Alone Is Wrong, Florida Plants & Grass & A Flat Roof Hotel In ND
| The (Bakken) Bolkan
Plaza Volcano Return To Top Of Page |
Google BOLKAN PLAZA - Unreal
| The Site Location Return To Top Of Page |
Site Is Located On Highway 23 Just North of Parshall North Dakota
The Full Scope Of Projects
Western Edge Of Site - There Is That Container - 05/09/2015
Eastern Edge Of Site - 05/09/2015 - Grade Work Was Done In Late Fall Of 2014
The Heavy Equipment Was Parked There Over The Winter - It Has All Been Removed Except For One Scraper
Center Of Site - 05/09/2015 - It Would Cost A Lot Of Money To Put That Field Back
Come On Guys Their Address In Williston Is In a Industrial Park
| My Overseas Return To Top Of Page |
As Published On myoverseasproperty.com
As Captured On The Way Back Machine
Site & Brochure Removed Honoring Cease & Desist
The Brochure Was To Good To Be True
Transhudson Brochure
| The Highlands Return To Top Of Page |
What Is It Or Was It With Parshall Being This Epicenter Of Development - Here is Another That Was Hyped
"One Trillion Barrels Of Oil"
The Highlands Of Parshall
| When It All Goes Bad Return To Top Of Page |
| When
It All Goes Wrong - May 2015 |
Investors
Warned - March 2015 |
More
Come Forward - March 2015 |
| Lawyer
Speaks Out - April 2015 |
CEO
Hits Back - April 2015 |
Assets
Frozen - May 2015 |
| Dickinson Hotel Return To Top Of Page |
| UK
Company Buys Hotel - 02/2013 |
Hotel Up For Sale Again - 01/2014 | Jordheim Plaza Complex |
The One On The Left Is The Old Ivanhoe Hotel In Dickinson
The One On The Right Is What Was Offered By ND Developments LLC
See The Add They Still Have Running For Unit Sales & The Add On looppnet.com Below
The Sign On Top Is Very Ironic
Hotel Room's For Sale
Here Is Another Add Still Offering Sale Of The Unit's
loopnet Add Not Taken Down
Hard Copy of Add - Dickinson To Become Largest City In ND By 2017
WOW Dickinson The Size Of Fargo, Some 200,000 People
And The Net Return - 25% Or 15% Guaranteed
| Receiver &
Recovery Return To Top Of Page |
See The Full Text Of The Complaint Filings At The Links Below - Easier To Read
| Michael Cates Declaration | SEC Complaint | Annie Romero
Declaration |
Restraining Order |
You will also find at this time NDDG has left its Face Book page up
With their last posts on May 13 2015
"We will keep this page open for everyone who has a genuine grievance against NDDG. We can't publicly state why on this forum
But as is the case with others many suppliers have been left unpaid. Please read between the lines here. Good luck to you all."
"Also, if you require contact details for the senior management, please message us directly."
| NDDG Face Book Page | The Investor Community Face Book |
Media Coverage On May 19th.
"Receiver Appointed In Ponzi Scheme"
Lawyer Brenda Lee Hamilton at securitieslawyer.com - Post On 05/19/2015
Gary Hansen Appointed Receiver
Website By The Receiver & Updated Information From The Receiver
northdakotadevelopmentsreceiver.weekly.com
October 2016 - The Receivership currently holds approximately $650,000 in cash. Though the Receiver has been providing services for over
17 months and has incurred costs and fees of approximately $465,000, the Receiver has not sought Court approval for payment of those fees.
Wishing to preserve sufficient cash to maintain Receivership assets while they were being marketed.
Bismarck Tribune Reported
"Hovland extended the preliminary injunction requested by the SEC until the case is decided.
He said he would appoint a receiver Tuesday to protect the assets and determine whether
Great American Lodge should reopen and, if it does, who should operate it."
e-mail from the ND-SEC
The court hearing occurred yesterday without the attendance of Danny Hogan, Robert Gavin, or counsel for North Dakota Developments. Several creditors were in attendance. The SEC made arguments for the appointment of a receiver and for the release of the escrow accounts to allow the escrow agents the ability to return investor funds to owners of those funds that remain in escrow. The judge understood the urgency of the situation and continued the restraining order and asset freeze. I believe a receiver will be appointed by the judge to take control of North Dakota Developments assets either today or tomorrow. I do not know if the judge will release the escrow funds immediately or have the receiver administer that activity. I do not know at this time what will occur with each of NDD’s projects. The only project that was up and running was the Great American Lodge – Watford West (GAL-West) and that one was not even complete. The GAL-West was closed down late last week when the power and water were cut-off due to months of non-payments. It will be the receiver to determine the treatment of this project along with the other NDD projects. At this point the court is taking action and once the receiver is in place it will be the receiver directing a majority of the over site with NDD, including investor contact. Again thank you for your patience and await further instructions from this office or from the receive |
Photo Of Watford West - Sitting Shut Down 05/15/2015
If You Sense A Lack of Good Law Enforcement And A Sense Of Lawlessness - You Should - Your Not Alone - Murder - Drugs - Gangs - No Knocks
Search Bakken Crime - Law Enforcement Boom Or Bust Page Awareness - Not Location Is Key To Self Preservation & Self Defense
| Chasseur - Immo Return To Top Of Page |
They Were Issued A Cease & Desist
06/17/2015
The State Of ND Shows In The Order That Paul Made $1,000,000.00 In Commission's - Page 2.
Chasseur Immo - Translated Appears To Be Property Hunter
You Dont Need To Speak French To Interpret The Videos On This Website - He Had Many Videos - They Are All Gone
This Guy Made The Rounds - He Did His Job Selling The Hype With The Hypemasters - Having Seen The Videos
It Was Like Two Violins Playing Each Other - From City Leaders To Economic Directors - The Music (SCAM) Flowed
chasseur-immo-dakota.com
The Site Was Taken Down 05/27/2015 - With The Message
"Following the proceedings initiated by the SEC and the North Dakota Securities Commission against North Dakota Developments LLC
and others, we have voluntarily blocked access to our main website to not appear in a position to offer units potential buyers.
This page information, however, will remain available for our customers."
If You Go On The Wayback Machine They Are The Nord Dakota Bakken Connection LLC
chasseur-immo-dakota.com
As Captured On The Wayback Machine
"thinking of having a stiff drink, I might invent a cocktail called the NDDGROUP,
one measure of Robert Gavin, poured over enormous quantities of Bullshit,
stirred with a Danny Hogan, shake and throw all your money away…."
Page Has Been Taken Down
comment on a blog about NDDG & The Bismarck Law Firm
As Cached On Google
Locals Tell Of Danny Hogan & His Entourage Would Hang Out At The Williston & Drink Top Shelf Scotch - God Knows They Could Afford It!
The Williston
Video Of The French Guy At The Bismarck Law Firm office
It Is Believed To Be Paul De Bastos
You Will See Them At The Culbertson Site Filming Their Associate Urinating
You Got A Love It - The Theme Music From Dallas Playing
Dallas TV Show Theme Music
How Does This Prominent Law Firm Allow This Activity In Their Office
The Lawsuits
"The class said any attorney with even “basic knowledge of securities law” could have sussed out the fraudulent nature of NDD’s investment proposal."
| Facing
Lawsuits Over The Scam |
Lawsuit One |
| Lawsuit Two | $5
Million Settlement For A $62 Million Scam $3.5 Million After Attorney Fees - About Five Cents On A Dollar |
Here is One on justanswer.com asking if the Bismarck Law Firm Exists - In Reference to the NDDG
question being answered on justanswer.com
The end comment is some really great vetting
"It appears that the project that you have referenced is a legitimate project. See"
http://www.construction-today.com/index.php/sections/residential/1357-north-dakota-developments-llc
Not One Word About Due Diligence
Who Is Paul De Bastos?
| Paul
- Google Search |
Paul & NDDG - Google Search | Paul
On - Youtube Videos Removed |
| Paul
On Face Book Site Removed - No Capture |
pauldebastos.com Site As Captured On Wayback Machine pauldebastos.com |
Chasseur Immo On Face Book |
Paul Had A Lot Of Links On This Face Book Page - Very Very Strong Interest In Nord Dakota Real Estate - Some 50 Different Sites
Paul Real Estate
Site Removed - No Capture
Most Of The Links Lead To A Page With The Domain Name Link - .com, etc - They Have All Been Shut Down - Even His Wonderful Miami Site
Then There is North Dakota Bakken Connection LLC
Has The Same Address As Chasseur Immo In Williston
| chambermaster.com NDBCLLC Registered With Williston Chamber Paul Registered With Alot Of The Chambers |
north-dakota-investments.com The Link On That Page Took You To This Page As Captured On The Wayback Machine |
Paul At The Williston Chamber Of Commerce - Under Investment Services & Real Estate
Then This Link Will Take You To The Pleadings & Show You The Commissions That Were Paid
For Their Hard Work And Interest In Nord Dakota Real Estate
NDBCLLC Listed In Pleadings
Roughly Some $400,000.00 - With The Publicity Help All The Way From Photos To Interviews With Prominent Sources - Cha Ching
The State Of ND Shows In The Court Order That Paul Made $1,000,000.00 In Commission's - Page 2.
They Were Issued A Cease & Desist
06/17/2015
A Wonderful Compliment Posted Online At NDDG Google Page
Paul Was A Memeber Of The ND Petroleum Council - Right Under Tom Rolfstad - Former Williston Economic Director
Whom Paul Had Done A U Tube Video With - No One Ever Ever Vetted Paul Or NDDG
Paul Had Even Done A Video With Tom Rolfstad - It Is Out There Somewhere In Some Cyber Cache
As Still Displayed On chasseur-immo-dakota.com
If You Go On The Wayback Machine They Are The Nord Dakota Bakken Connection LLC
The Video Is Unavailable
chasseur-immo-dakota.com
As Captured On The Wayback Machine
| Commissions Return To Top Of Page |
| Candice Ritchie - Over Seas Property Professional |
WOW They Have A Office In Sioux Falls
| northwestinvest.com |
“The world will not be destroyed by those who do evil, but by those who watch them without doing anything” Albert Einstein
| Transhudson
Apartments - Williston Heights Return To Top Of Page |
You can still find sites and videos and article's still selling the project.
| Sales
Brochure |
Google
Search |
| Bakken
Organized Crime Strike Force - It's About Time Return To Top Of Page |
"Though It Comes With No New Funding Or Staff,"
Unfunded Crime Fighting
The Legislature Has & Had Access To All The Data In The World & Choose To Ignore It - They Went With Hype - The Money
Some Of The Most Expensive Production Of Oil In The World & They Played It As Going On Forever - Oil Price Has Returned To The Mean
They Choose To Ignore When It All Went bam - boom - bubble - bust - bump - bang
| Billions
Collected |
County
Concerns - 2011 |
Unprepared
Fiscal Policy 2012 |
| Bakken
Organized Crime Strike Force Google News Search |
Bakken
Organized Crime Strike Force Google Web Search |
Bakken
Organized Crime Strike Force Google Image Search |
The United States Department Of Justice
| Dept
Of Justice Immediate Release 06/03/2015 |
Dept
Of Justice - USAO District Of Montana |
Dept
Of Justice - USAO District Of North Dakota |
| Dept
Of Justice - Report A Crime All Contacts - FBI - ATF - US Marshall s - DEA - ViCAP |
Dept
Of Justice - Most Wanted FBI - ATF - US Marshall s - DEA - ViCAP |
The Montana Attorney General
Website & Contact
The North Dakota Attorney General
Website & Contact
AG Stenehjem passed away January 2022 - no charges were ever brought against anyone involved with NDDG
North Dakota Attorney General Wayne Stenehjem, right, announced the formation of the Bakken Organized Crime Strike Force
with, from left, Bruce Ohr, with the U.S. Department of Justice, Montana U.S. Attorney Mike Cotter and acting
North Dakota U.S. Attorney Chris Myers during a press conference held Wednesday 06/03/2015 at the state Capitol in Bismarck.
| Micheal
Cates Declaration Return To Filings |
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NORTH DAKOTA Civil Action No.: ) UNITED STATES SECURITIES ) AND EXCHANGE COMMISSION, )) Plaintiff, )) v. )) NORTH DAKOTA DEVELOPMENTS, LLC, ) ROBERT L. GAVIN, and ) DANIEL J. HOGAN, )) Defendants, )) and )) NORTH DAKOTA DEVELOPMENTS ) PROPERTY MANAGEMENT LLC, ) GREAT AMERICAN LODGE LLC, ) NDD HOLDINGS 1 LLC, ) NDD HOLDINGS 2 LLC, ) NDD MODULAR LLC, ) AUGUSTA EXPLORATION, LLC, ) AMES ENGINEERING & DEVELOPMENT ) SERVICES LLC, and )) Relief Defendants. )) DECLARATION OF MICHAEL CATES I, Michael Cates, do hereby declare under penalty of perjury, in accordance with 28 U.S.C. § 1746, that the following statements are true and correct, and that I am over the age of 18 years of age and I am competent to testify to the matters stated herein: 1. I am an attorney licensed in Washington, D.C. and Georgia. I have been employed by the U.S. Securities and Exchange Commission ("SEC") in the Division of Enforcement since July 2010. Among other things, the federal securities laws authorize the SEC to conduct investigations to determine whether the federal securities laws have been violated and to bring civil actions before the United States District Courts to enforce and secure compliance Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 1 of 77 2 with those laws. During the course of my employment with the SEC, I have participated in numerous investigations to determine whether there have been violations of the federal securities laws. I am a Senior Counsel assigned to investigate North Dakota Developments, LLC (D- 3509). I observed the matters set forth in this declaration during the course of my duties investigating this matter. 2. I obtained and reviewed records from the Delaware and North Dakota Secretaries of State regarding North Dakota Developments, LLC (“NDD”) and from Wells Fargo Bank, N.A. These documents, attached as Exhibit 1, reflect: a. NDD is a Delaware limited liability company formed on June 27, 2012 and authorized to conduct business in North Dakota. NDD maintains its principal executive office at 5072 Bennett Loop, Suite 300, Williston, ND 58801. b. Robert L. Gavin is a managing member of NDD. c. Daniel J. Hogan is a managing member of NDD. d. Gavin and Hogan are authorized signatories on NDD’s Wells Fargo bank accounts. 3. I obtained and reviewed flyers soliciting investment in various NDD projects. I obtained those flyers from promoters of those projects and from investors in those projects. A representative sample of the solicitation materials is attached as Exhibits 2-7. The project flyers related to the creation of four different temporary housing developments in the Bakken region of North Dakota or Montana (collectively, the “Projects”). 4. I obtained and reviewed a list of investors in various NDD projects prepared by NDD. The list reflects that NDD sold interests in the projects in phases, with sales of the project referred to as Watford West beginning in May 2012, sales of the Culbertson, Montana project Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 2 of 77 3 beginning in August 2013, sales of the Watford East project beginning in February 2014, and sales in the Transhudson Hotel project beginning in June 2014. The list shows no investors in North Dakota and only two investors in Montana. 5. During the SEC staff’s investigation, I conducted a voluntary phone interview of Robert J. Gavin on April 20, 2015, who told me the following: a. Gavin is CEO of NDD and owns 80% of the company. b. Gavin is a United Kingdom citizen and resides in Kuala Lumpur, Malaysia. c. NDD operates a marketing department that produced various flyers used to promote the Projects to investors. d. Gavin drafted certain flyers used to solicit investors and reviewed and approved others produced by the marketing department. The flyers produced by Gavin and NDD were the standard marketing documents used by NDD to solicit investors. e. Gavin participated in at least two or three in-person seminars, with approximately 20-30 attendees per seminar, to promote NDD investments. f. The flyers attached as Exhibits 2-5 were prepared by NDD. g. NDD actively recruited brokers to find investors in the Projects. NDD paid commissions to brokers ranging between 10-20% – increasing with the amount of sales to investors by the brokers – based on the amount of money that was disbursed to NDD for the Projects. h. NDD did not disclose commission amounts to investors, nor did it instruct any broker to disclose those amounts to investors. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 3 of 77 4 i. Once investor funds were received by NDD, but before any Project was complete, NDD used investor funds to purchase various assets that were not related to the Projects, including the following: i. Acquisition of certain mineral rights from Augusta Exploration; ii. A land purchase known as the “Williston 2.3”; iii. A land purchase known as the “Williston 19”; iv. The lease of a lodge in Trenton, North Dakota; v. An option to acquire land in Killdeer, North Dakota; vi. Acquisition of land and inventory for the manufacture of modular units; and vii. Financing an engineering services company, Ames Engineering. j. NDD paid money to investors in the Watford West project but that project did not generate the profits to pay those sums. k. NDD transferred money to Gavin at an overseas Malyasian bank account in the name of his wife, Stephanie Prabaharan. 6. During the SEC staff’s investigation, I conducted a voluntary phone interview of Daniel J. Hogan on April 14, 2015, who told me the following: a. Hogan is COO of NDD and owns 20% of the company. Hogan reports to Gavin. b. Hogan is a United Kingdom citizen. Since 2013, Hogan has spent a significant amount of time in North Dakota working on the Projects. At the time of the interview Hogan was working in North Dakota. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 4 of 77 5 c. Hogan reviewed and approved certain flyers NDD used to solicit investors. Hogan also had in-person meetings in the United States regarding the Projects with approximately 15-20 brokers, investors, or potential investors. d. When an individual or entity determined to invest in an NDD project, they were instructed to transfer the funds into an escrow account established by NDD in North Dakota. Periodically, funds were disbursed from the escrow account into a central operating account held in the name of NDD. Funds in the NDD operating account were commingled and not segregated by investor or investment project. Hogan controls the NDD operating account and processes payments out of the account. Gavin has access to the NDD general operating account and authority over use of the funds in the account. e. Once investor funds were disbursed from escrow, but before any Project was complete, NDD would use investor funds from the NDD operating account to purchase various assets that were not related to the Projects, including the following: i. Acquisition of certain mineral rights from Augusta Exploration; ii. A land purchase known as the “Williston 2.3”; iii. A land purchase known as the “Williston 19”; iv. The lease of a lodge in Trenton, North Dakota from Solstenxp Lodging; v. Option to acquire land in Killdeer, North Dakota; vi. Option to acquire land near the Williston, North Dakota airport; vii. Option to acquire land near Watford City, North Dakota; Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 5 of 77 6 viii. Acquisition of land and inventory for the manufacture of modular units; and ix. Financing an engineering services company, Ames Engineering. f. With Hogan’s knowledge and agreement, Gavin, as NDD’s CEO, determined to acquire the various assets identified in paragraph 6(e). g. NDD did not disclose to investors that NDD would use investor funds to purchase various assets identified in paragraph 6(e) that were not related to the Projects. h. NDD used funds from its general operating account to pay rental income to Watford West investors. i. Regarding the Watford West project: i. Purchasers of units in the project were not provided with a title or deed to the units they purchased. ii. If an investor chose to manage their own unit, he or she would need to pay NDD to lease the ground under the unit. iii. No investor has chosen to manage their own unit. iv. All rental income is divided equally amount unit owners. j. Approximately $27 million of investor funds, referred to by NDD as “receivables,” is scheduled to be deposited into escrow as the balance of the purchase price for investors’ interests in the Projects. The funds to be deposited into escrow include funds from U.S. investors. 7. During the SEC staff’s investigation, I conducted a voluntary phone interview of Brendan Mannion on April 9-10, 2015, who told me the following: a. Mannion is NDD’s head of accounting. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 6 of 77 7 b. NDD maintains accounts at Wells Fargo Bank, N.A. (“Wells Fargo”) that are controlled by Hogan and accessible by Gavin. c. All funds received into the NDD operating account at Wells Fargo are from investors in the Projects. d. Investor funds in the NDD operating account at Wells Fargo are co-mingled. NDD does not maintain separate bank accounts for each of the Projects, or for each investor in any of the Projects. e. Approximately $62 million in investor funds has been transferred into the NDD operating account for the Projects. As of February 2015, less than $100,000 was left in NDD’s Wells Fargo operating account. f. Since March 2015, NDD has terminated over one-third of its employees. g. Since 2014, NDD has transferred at least $2.5 million out of the United States to bank accounts at Santander in the United Kingdom in the name of NDD-affiliated companies. h. Transfers from the NDD operating account to the entity North Dakota Developments Property Management are for payments to investors in Watford West. i. Mannion acknowledged that NDD’s records reflect that $1,000,000 from the NDD operating account was transferred into Hogan’s personal accounts. Mannion has not received documentation regarding the business justification for these transfers. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 7 of 77 8 j. Mannion acknowledged that NDD’s records reflect that Hogan has spent over $200,000 on meals, expenses, and entertainment. Mannion has not received complete documentation regarding the business justification for these expenses. k. There are no policies or procedures at NDD governing use of funds in NDD’s Wells Fargo accounts, and Mannion has historically not been provided access to those accounts. l. On an historical basis, NDD has not accounted for expenditure of funds on any of the Projects, tracked expenditures on any of the Projects against a budget, or determined how much of the investor funds has been spent to date on each or any of the Projects. 8. During the SEC staff’s investigation, I conducted voluntary interviews of NDD’s North Dakota-based construction consultant on March 17, 2015 and April 23, 2015, who told me the following: a. He only prepared preliminary, rough estimates of the costs to develop the Projects. b. He did not account for the expenditure of all funds on the Projects or track expenditures of all funds against a budget. c. NDD’s Watford West project experienced delays and operational problems beginning in the fall of 2013. The delays and operational problems increased costs and negatively impacted occupancy rates at the site. d. The final phase of NDD’s Watford West project, approximately one-third of the overall project, is not operational and does not have a certificate of occupancy from local authorities. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 8 of 77 9 e. NDD’s Culbertston, Montana project is not operational and does not have an amenities building on site. f. NDD’s Watford East project has been denied approval by local authorities and no work has begun on the project. g. NDD’s Transhudson Hotel project is in early development and no construction has started. 9. I obtained and reviewed documents from a firm serving as escrow agent for NDD investor funds. The escrow agent is a law firm in Bismark, North Dakota (“Firm A”). On or about March 9, 2015, Firm A notified investors that their funds in the NDD escrow account would be transferred to a new escrow agent, a law firm located in Hiawassee, Georgia (“Firm B”), upon execution of an authorization to transfer their funds to Firm B. As of April 20, 2015, Firm A has transferred approximately $2.8 million of investor funds to Firm B. Firm A retains approximately $2 million of investor funds. 10. During the SEC staff’s investigation, I conducted a voluntary telephonic interview of a partner and paralegal of Firm A on March 19, 2015, and spoke again to the partner of Firm A on April 27, 2015, who told me: a. For certain NDD projects, including the Culbertson, Montana project, NDD could cause a release from the escrow account based on a representation to Firm A that the project had reached a particular milestone. b. Firm A believes that NDD misled Firm A by representing that a project milestone for the Montana project had been met when, in fact, that milestone had not been met. c. Firm A believes that NDD owes money to the escrow account. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 9 of 77 10 11. In correspondence to the staff through counsel, NDD has stated that it intends to continue withdrawing investors’ funds from escrow and use the funds. NDD has further stated that it intends to use escrow funds from later stage investors to pay expenses for early stage investors’ projects. NDD’s correspondence is attached as Exhibit 8. 12. Beginning on March 25, 2015, I have requested on numerous occasions that NDD provide the SEC with an accounting of how much money has been spent on each of the Projects. To date, that information has not been provided. On April 30, 2015, I sent correspondence to counsel for NDD identifying several deficiencies in their response to the SEC’s investigative subpoena dated March 11, 2015, including, but not limited to, failure to produce Quickbooks or similar accounting records and e-mail correspondence. That April 30, 2015 correspondence and the SEC subpoena are attached as Exhibit 9. Executed: May __, 2015. ____________________________________ Michael J. Cates Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 10 of 77 Delaware.gov | Text Only Governor | General Assembly | Courts | Elected Officials | State Agencies Department of State: Division of Corporations HOME About Agency Secretary's Letter Newsroom Frequent Questions Related Links Contact Us Office Location SERVICES Pay Taxes File UCC's Delaware Laws Online Name Reservation Entity Search Status Validate Certificate Customer Service Survey INFORMATION Corporate Forms Corporate Fees UCC Forms and Fees Taxes Expedited Services Service of Process Registered Agents Get Corporate Status Submitting a Request How to Form a New Business Entity Certifications, Apostilles & Authentication of Documents Privacy Policy Frequently Asked Questions View Search Results Entity Details THIS IS NOT A STATEMENT OF GOOD STANDING File Number: 5176341 Incorporation Date / Formation Date: 06/27/2012 (mm/dd/yyyy) Entity Name: NORTH DAKOTA DEVELOPMENTS LLC Entity Kind: LIMITED LIABILITY COMPANY (LLC) Entity Type: GENERAL Residency: DOMESTIC State: DE REGISTERED AGENT INFORMATION Name: REGISTERED AGENTS LEGAL SERVICES, LLC Address: 1013 CENTRE RD SUITE 403S City: WILMINGTON County: NEW CASTLE State: DE Postal Code: 19805 Phone: (302)427-6970 Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00. Would you like Status Status,Tax & History Information Submit Back to Entity Search To contact a Delaware Online Agent click here. site map | about this site | contact us | translate | delaware.gov Division of Corporations - Online Services Page 1 of 1 https://delecorp.delaware.gov/tin/controller 4/20/2015 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 11 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 12 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 13 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 14 of 77 CANADA NORTH DAKOTA MONTANA Great American Lodge - Trenton Great American Lodge - Watford City Bakken Oil field Great American Lodge - Montana Great Lodge American Property Investment Opportunity on the USA’s Largest Oilfield Bakken Oilfield, USA Up to 39% in year one with an average rental yield over 10 years of 55% pa I nvest from $33,950 for a fraction and $59,950 for a studio Studios come with a 999 year lease on the land Award winning developer as featured in global media such as the FT and the renowned publication The Economist I nvest with confidence in the developer who already has two operational sites under managements Strong rental demand - 15,000 oil and service sector workers and rising Rental income supported by the world’s largest oil companies including ExxonMobil, Chevron, Halliburton, Hess, BP and Schlumberger EXECUTIVE HOTEL STUDIOS Great American Lodge - Montana Fully serviced workforce accommodation Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 15 of 77 2 Summary Investment Potential With the success of North Dakota Developments’ first project in North Dakota where phase 1 consisting of 216 studios opened in late 2013, we are pleased to introduce their latest Great American Lodge project on the Bakken Oilfield; Great American Lodge Montana. Located in east Montana, near the state border with North Dakota and less than an hour from the developer’s headquarters in oil rich Williston, ND, this new fully serviced workforce accommodation is already under construction with phase 1 consisting of 300 Executive Hotel Studios. This location, even though across the state line from North Dakota is firmly in the heart of the Bakken Oilfield hub of activity. The award winning developer have a firm foothold in the Bakken Oilfield region even featuring in the December 2013 edition of The Economist as part of an article on the Bakken region. The USA is the world’s largest consumer of oil. It is also in the fortunate position of having discovered one of the largest oilfields on the planet known as the Bakken Formation, which has led the International Energy Agency to predict that the US will become the world’s top oil producer by 2017. The Bakken Formation is causing a stir across the world and has been featured recently by CNN, National Geographic, Time Magazine, BBC and the Wall Street Journal. This is new, current and causing waves across the USA as engineers, oil, service sector workers and labourers flock to North Dakota and eastern Montana in search of jobs and opportunities, where even manual labourers are paid as much as $150 per hour. Of course, it goes without saying that the large oil companies such as ExxonMobil, Chevron and Halliburton are already heavily involved. The Bakken Formation’s explosive economic impact and its remote location have created a unique situation, with some 15,000+ oil and service sector workers currently struggling to find suitable accommodation. Thousands are being forced to sleep in tents or in their cars, in an area where up to -50°C temperatures are common. This is where North Dakota Developments comes in, offering low cost, technologically advanced and high end Executive Hotel Studios. The Executive Hotel Studios provide the high quality accommodation option that the oil and service sector workers are lacking. These Studios are therefore positioned to take advantage of income supported by oil companies. “While the rest of the country was sinking into recession, the Bakken Region states never did. Other states nursed budget deficits, but the Bakken Region states, even now, have a surplus... A rise in oil production here, especially, served as an antidote to any whiff of what the rest of the nation was witnessing.” New York Times CALL NOW FOR MORE INFO • Up to 39% initial rental yield • 999 year lease on the land • 15,000+ oil and service sector workers with no suitable accommodation and rising • Rental income supported by multinational oil companies • Realistic occupancy rates of over 90% in the area with increasing demand but supply of suitable and correctly licensed workforce accommodation facing challenges Oil companies depicted above are active in the Bakken Region and are not necessarily associated with us or the developer Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 16 of 77 3 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ The Location - Booming Bakken Formation Region At the heart of the astonishing US oil boom is the Bakken Formation, which is enabling North Dakota and parts of Montana to defy the laws of economics during the current economic climate. With more oil in reserves than Saudi Arabia and the UAE combined, the pressures from this rapid growth are evident. According to recent reports there could be as much as 24 billion barrels of oil in the Bakken Formation, more than double the amount originally thought. With wells drilled in the Bakken during the past three years, there is significant new geological information. With ever advancing production technologies, this could mean more oil could potentially be recovered in the formation. “ ” Ken Salazar USA Secretary of the Interior As a result of this incredible prosperity and with money flooding the area, counties located within the Bakken region have the lowest unemployment rate in the USA, with less than 1% unemployment in some locations. Naturally, land prices are rising dramatically. Currently only a tiny fraction of the 45,000 (and rising) oil and service sector workers have suitable accommodation. The vast majority are sleeping in their cars, tents or trailer parks. The Bakken Formation’s location just below Canada means the weather can be extremely cold, creating a health and safety nightmare for the multinational oil companies looking to ensure the health and welfare of their staff. The situation has created an incredible, untapped opportunity to provide accommodation in this area for the thousands of cash-rich oil and service sector workers struggling to find somewhere to live. “As oil production from the Bakken formation continues to set records…, the sheer pace and scale of the boom is still unfolding.” Stanford University/ Headwaters Economics CANADA NORTH DAKOTA MONTANA Great American Lodge - Trenton Great American Lodge - Watford City Bakken Oil field Great American Lodge - Montana Core oil economic activity This map represents the extent of the Bakken Formation region and the core oil activity Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 17 of 77 4 The Development Great American Lodge Montana The small percentage of Bakken workers lucky enough to have accommodation are often living in substandard single rooms with shared basic facilities commanding extortionate rent. The developer and their management company have changed this with their new Great American Lodge Serviced Hotel Developments. They are all ideally located with a range of amenities and facilities. The high quality, affordable accommodation, with its full range of recreational facilities and services, will ensure oil workers commit to long term, regular long term contracts. Furthermore, a high quality, fully equipped on-site restaurant, manned by qualified chefs, will provide a host of nutritious meals 24 hours a day. Companies such as ExxonMobil, Chevron, Halliburton, Hess, Schlumberger and BP* are particularly interested in such a premium service offering. This will ensure that Great American Lodges will be their first choice when accommodating their workforce. Workers and their companies will benefit from accommodation ideally located within a short drive of hundreds of oil wells and drilling sites, creating a significant cost saving in terms of travel time. Furthermore the quality of the amenities and accommodation greatly assist the oil companies in recruitment and retention of oil workers. * Oil companies depicted above are active in the Bakken Region and are not necessarily associated with us or the developer As the epitome of comfort and desirability, Great American Lodge Montana will provide the following range of recreational facilities: Communal and comfortable lounge area Restaurant Fully equipped gym with the latest fitness machines Mudroom including lockers, with boot dryers Free guest laundry Washer and dryer units plus folding area Pool and card tables Plenty of parking with block heater plug-ins Key code entry locks Satellite TV in all studios Large television room with satellite TV adjoining the spacious recreation room Cinema Bank / ATM – Check cashing Meeting / board room High end foyer with check in area Snack shop High speed Wi-Fi in all common areas and studios An artist’s impression of the large amenities building providing excellent facilities for oil and service sector CALL NOW FOR MORE INFO workers Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 18 of 77 INVEST WITH AN AWARD WINNING DEVELOPER AS FEATURED INIm ‘aTgHesE sh oEwCn OforN illuOstMratIivSe Tpu’rposes only Actual photo of Great American Lodge Watford City, fully operational since November 213 An aerial view of the full serviced hotel, Great American Lodge Montana Actual photo of Great American Lodge Watford City, fully operational since November 213 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 19 of 77 6 As the epitome of comfort and desirability, Great American Lodge Montana will include a large amenities building providing a range of recreational facilities Amenities Building CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 20 of 77 7 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ Image shown for illustrative purposes only Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 21 of 77 The Accommodation High quality executive hotel studios Each Executive Hotel Studio will come fully furnished with the highest spec fittings, fixtures and furnishings including: 1. Fully fitted shower & bathroom 2. Coffee machine 3. Duel ring hotplate 4. Microwave 5. Refrigerator 6. HVAC unit 7. Double bed with under-bed storage 8. Quality bed linen, mattress and pillows 9. Chair 10. Built in wardrobe/shelves 11. Large flat screen and satellite television 12. Vinyl flooring throughout Also included: Full cutlery & crockery set Drapery Attached lighting fixtures The Bakken Region has a novel problem: plenty of jobs, but nowhere to put the people who hold them. New York Times “ ” Great American Lodge Montana consists of two buildings in a central spine and wing layout. Each Executive Hotel Studio is accessed from the outside and housed in a wing of 12 studios consisting of two suites of 6 studios, each with a double bed and furnished to a high standard. The amenities on site are operated by experienced professionals. The Executive Hotel Studios also offer a high quality, spacious and fully furnished living space, plus private bathroom, kitchenette and work/desk area. This offers a truly unique community experience for the oil and service sector workers, where they can cook their own meals instead of eating out all the time, along with the chance to socialise with other workers. This is something that other accommodation choices do not offer and will ensure that the Executive Hotel Studios achieve not only maximum occupancy levels, but that each worker will stay for an extended period. 8 Images shown for illustrative purposes only CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 22 of 77 9 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ 5 2 3 4 1 7 8 9 10 10 11 6 12 “ ” Our fully furnished, feature rich, Executive Hotel Studios are finished to the very highest quality, setting the standard for comfortable accommodation for the oil and service sector workers. Occupancy at standard hotels in the Bakken Region are typically 95% to 98% and rates range from US$169 to US$259 per night. Tom Rolfstad, Executive Director of the Williston Economic Development Commission External footprint 195 sq ft Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 23 of 77 10 Rental Income Potential The Largest Oil Field in the USA With an estimated 24 billion barrels of recoverable oil using today’s technology (out of around 650 billion available) and more oil than Saudi Arabia and the UAE combined, the Bakken Formation is generating incredible wealth and creating job opportunities for the next 60-80 years. This means your investment will provide long term passive income. 15,000 Oil and Service Sector Workers Without Proper Accommodation… and Rising With such a huge number of workers sleeping in tents, trailer parks and even their own cars unable to find suitable accommodation, there is an urgent unmet demand for quality, furnished lodgings. Other companies are experiencing a very difficult time building in the Bakken Region due to a lack of knowledge, contacts and experience, and on occasion, as soon as they send workers to build the site their staff are poached! By using cutting edge building technology, North Dakota Developments are able to build the main structure off-site as it is a commercial modular lodging, and then transport it to the Construction site, thus eliminating this problem and meet the demand. This not only ensures high occupancy rates but an opportunity for solid rental income for investors. CALL NOW FOR MORE INFO “North Dakota Developments, is trucking readymade six-room housing units from Minnesota and erecting them in what used to be a cornfield. Robert Gavin,[Group CEO] says demand is so strong that he expects to recoup the development costs in a single year.” The Economist, December 2013 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 24 of 77 11 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ Image shown for illustrative purposes only “This year, domestic crude oil production should rise by 10%, and within five years the United States is likely to break the record output high reached more than two decades ago, to flirt with the position of top world producer.” Michael Cohen, Senior Oil Market Analyst, International Energy Agency, January 2013 Rental Income Supported by International Oil Companies It is common for large oil companies such as ExxonMobil, Chevron, Halliburton, Hess, Schlumberger and BP to provide housing and accommodation allowances for their workers, in some cases paying the property owner directly. This is one of the perks of working on an oilfield site. This provides investors with a credible and consistent rental income for the long term. Providing Quality Workforce Accommodation for Bakken Region’s Oil Industry As previously stated, to differentiate from the limited accommodation solutions in the Bakken region, the developer is delivering Great American Lodge Serviced Hotel Developments to a high standard. The on site amenities and facilities will be operated by experience and professional staff. This will ensure your Executive Hotel Studio will be the first choice among oil and service sector workers. Great American Lodge Montana, “Your Home Your Way”, providing quality accomodation for oil workers to relax and recoup after long shifts on the oil wells Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 25 of 77 12 Summary of Costs Legal and Buying Costs Price per Studio $59,950 Booking Fee $2,950 Purchase Agreement and Management Agreement Attorney Review Attorney review of the Bill Of Sale*; Lease agreement; Certificate of ownership (including notarizing) $2,350 Oil production from the Bakken shale is doubling every 18 months and the field is now responsible for 10 per cent of total US output. Financial Times “ ” A bill of sale is a legal document made by a ‘seller’ to a purchaser, reporting that on a specific date, at a specific locality, and for a particular sum of money or other “value received”, the seller sold to the purchaser a specific item of personal, or parcel of real property of which he had lawful possession. It is a written instrument which evidences the transfer of title to personal property from the vendor, seller, to the vendee, buyer. The bill of sale document will be certified by the vendor’s attorney. O wnership of a studio is outright through a bill of sale The rights to the land upon which the studio sits are granted by a lease for 999 years The ownership of the individual Executive Hotel Studios is identified by a unique identification plaque mounted in each studio Legal and Buying costs per Executive Hotel Suite (6 Executive Hotel Studios) - $10,300 Legal and Buying costs per Executive Hotel Wing (12 Executive Hotel Studios) - $19,900 Booking fee discounts available for multiple purchases Property Tax will apply Purchase Process A Safe and Transparent Process The purchase process is designed to provide a seamless and secure procedure with a legal pack that provides full transparency. Each investor’s funds are held in an escrow account and only released to the developer when certain stages of the construction are met. They have designed the purchase in this way in order to be compliant with the needs of USA laws and regulations. Complete booking form, and pay the booking fee. A receipt will be issued when funds have cleared. Provide copies of passport and recent utility bill showing home address. Your legal pack will be sent within one week of receipt of the booking fee and relevant paperwork. The pack will contain your Purchase Agreement, Sub-lease Agreement and other relevant documents. Upon signing the purchase agreement and relevant documents in the legal pack, the balance of the purchase price* (plus purchasing costs) is paid into a US escrow account and then released to the developer upon completion of the following stages: 1. 35% of contract price (plus purchasing costs) on signing of purchase contract. 2. 35% on confirmation that the studio is ready to ship from the factory.** 3. 30% on confirmation that the building is complete and ready for occupation. *Escrow transfer fees of $32. Investors are responsible for their own bank’s transfer fees. **All modular units are currently under construction and will be shipped and installed on site before all studios are sold. 1 3 2 CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 26 of 77 13 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ Secretary of the Interior Sally Jewell. April 2013 “These world-class formations contain even more energy resource potential than previously understood, which is important information as we continue to reduce our nation’s dependence on foreign sources of oil.” At the glittering OPP (Overseas Property Professional) Awards for Excellence 2013 ceremony on November 2013 the North Dakota Developments team, led by Group CEO Robert Gavin, celebrated as the company was named Best Developer – North America. Held on Wednesday 27th November 2013 at the majestic Natural History Museum, London, UK, the OPP Awards for Excellence identified outstanding companies in the global property industry – those with great customer service, an impressive portfolio or a spotless track record. OPP Magazine is an industry leading publication with contributions from property experts from around the world. Robert Gavin, who flew in especially from the North Dakota Developments‘ Kuala Lumpur office for OPPLive and the Awards, commented, “I am thrilled to have been awarded the OPP Best Developer – North America accolade; the entire team here in the UK, Asia and on the ground out in North Dakota have worked tirelessly in 2013 to bring our first development, Great American Lodge Watford City, to completion and it’s wonderful for their efforts to be recognised by our peers on this global stage.” “We are extremely proud to be delivering a visionary, unique product to the market and, as this OPP award and sales volumes prove, the reception from both those within the industry and investors directly has been overwhelmingly positive. But having said all that, we must never rest on our laurels but continue to strive for perfection and uphold our hard-earned good reputation.” The OPP Award for Excellence judging panel commented on North Dakota Developments saying: “An impressive submission that demonstrated clear research and understanding of their market and product. Good to see a development that is being created to solve the housing problems around the North Dakota oil fields.” This award further underlines the developer’s credibility being recognised by their industry peers. Award Winning Developer Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 27 of 77 14 North Dakota and neighbouring counties in Montana are ranked #1 in the US according to the Bloomberg Economic Evaluation of States Index. Overview North Dakota Developments commissioned an independent consultancy to undertake a market analysis of Great American Lodge Montana. The independent consultancy are experts who have also carried out reports for multi-billion dollar equity groups. This analysis outlines the supply of temporary housing in Roosevelt County and makes market recommendations for Great American Lodge Montana. This extensive work substantiates the foundations upon which this property investment is based, including: Massive supply and demand imbalance High occupancy rates Strong and sustained demand growth Competitive prices per night Quality, fully serviced workforce accommodation High yields are achievable by the unique economic and social conditions prevalent in the Bakken region and in particular the North Dakota / Montana border, where this project is located. The analysis undertaken by the independent consultancy looked at macro and micro economic impacts as well as comparable, such as temporary accommodation of various standards in the county, hotels and recreational vehicle (RV) parks. Bakken Region - Oil Industry The key points reported by the market analysis include: The Bakken Region is the 2nd largest oil producer in the US, surpassing California and Alaska The oil and gas industry the Bakken Region increased sevenfold since 2005, to $30 billion in 2012 I n 2006, 422 well permits were issued in the Bakken Region, rising to 2,552 in 2012. An additional 1,068 permits were issued in the first five months of 2013 alone There are now over 8,750 active oil wells in the Bakken Region and rising, up to 150,000 forecast I t is estimated that there are upwards of 500 jobs associated with drilling one oil well, not including additional work to the wells including re-fracking Independent Market Analysis Report …there has been considerable activity in the Culbertson, Montana environs..now rapid growth is leaving this former sleepy community breathless “ ”Independent Market Analysis Great American Lodge Montana is arranged to provide a community feel CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 28 of 77 15 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ Roosevelt County, Montana Situated in the east of the state bordering North Dakota and Williams County is Roosevelt County, where the Williston Basin region of the Bakken Formation lies, the largest focus of the oil production. Located in the town of Culbertson the area is right in the centre of the activity in Bakken Region. The market analysis reports provides some very clear conclusions including the following: With up to 150,000 oil wells required in the Bakken Region, it will take 18 – 20 years to put them in place Each oil well has an expected life of 28-30 years A total of 45,000 - 50,000 additional jobs will be created in the Bakken Region that will last 30 – 50 years There are over 250 active oil wells in Roosevelt County most of them around Culberston The total population of Culbertson will double over the next few years I n the next 10 years total demand for temporary accommodation will skyrocket with 1,800 beds required in the environs around Culbertson in the east of the state A new grain terminal with a 140-rail-car loop track being built on Culbertson’s edge A hydraulic fracturing company plans a depot for importing rail car loads of fine sand, a key ingredient in extracting oil from Bakken shale A sign of the town’s rapid expansion is a $1 million grant to improve the town and local area’s wastewater systems Room Rates and Occupancy The market analysis report concluded with information on current room rates and occupancy for temporary housing in Roosevelt County: Overall, the limited number of temporary housing developments in the county obtain rates of between $120 (for basic accommodation) to $160 per night, for a full serviced hotel with amenities. Conclusion The independent consultancy concluded that: Like the developers other projects in the Bakken, this strong set of evidence demonstrates that there will be massive demand for Great American Lodge’s accommodation offering and that this is likely to be sustainable for many years too. We recommend you appoint a specialist full service hotel management company experienced in workforce accommodation to maximise your potential returns. “A stated nightly rental rate of $141 is recommended based on the amenity package, management and quality of a Great American Lodge” Each Executive Hotel Studio comes fully furnished with all necessary home comforts Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 29 of 77 16 The Financials Potential of an Annual Rental Income of up to 38.96% in the first year Explanation of Income Figures CALL NOW FOR MORE INFO *includes $10,000 discount for suite of 6 studios and $25,000 discount for a wing of 12 studios **dependant upon the management company chosen ***based on conservative rises in the rental rate see overleaf for more details The potential income and yield figures are based upon data provided in the Independent Market report. The report states that lower quality man camps in Roosevelt County, Montana achieve $120 per night whereas full service hotels are commanding $160 per night on average. Based on this the developers preferred hotel management company will be marketing at an average rate of $141 per night, these figures are very realistic. This “home away from home” accommodation offers something truly unique in the current market: spacious, furnished accommodation with fully equipped living, dining and kitchen facilities. 90% occupancy is similar if not slightly lower than current hotels and motels are achieving. Many are booked out 6 months to a year in advance and block booked by the oil companies. Current occupancy rates in the region are around 95-98%, and that is without the fully inclusive and equipped communal areas that our Executive Hotel Studios offer. 50% Fractional Ownership Single Executive Hotel Studio Suite of 6 Executive Hotel Studios Wing of 12 Executive Hotel Studios Investor Price $33,950 $59,950 $349,700* $694,400* Rental Rate Per Studio Per Night(A) $141 $141 $141 $141 Days Occupied Per Year At 90% Occupancy Rate (B) 328.5 328.5 328.5 328.5 Annual Total Gross Rental Income (AxB=C) $23,159 $46,319 $277,911 $555,822 % Income Share To Investor (D)** 50% 50% 50% 50% Rental To Investor (E=CxD) $11,580 $23,159 $138,956 $277,911 Marketing Costs (F) $225 $450 $2,700 $5,400 Annual Income (G=E-F) $11,355 $22,709 $136,256 $272,511 Projected Yield in Year 1 (H=G/Price) 33.45% 37.88% 38.96% 39.24% Average Yield Over First 10 years*** 46.79% 52.99% 54.51% 54.90% Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 30 of 77 17 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ Exit Strategies Future Returns The information presented so far all points to a strong and sustainable income and although we can never predict the future, the tables below illustrate the potential for growth in income. Also bear in mind that the 50% hotel management fee is inclusive of everything on an ongoing basis except the hold back (sink fund) and taxes such as property tax and applicable income tax. Pessimistic 4%pa Growth in Nightly Rate Year 1 10 Average over 10 yrs Total over 10 yrs Annual Income (after 50% Mgt fee and marketing costs) $22,709 $33,831 $28,375 $261,039 Projected Yield 37.88% 56.43% 47.33% 435% Conservative 6%pa Growth in Nightly Rate Year 1 10 Average over 10 yrs Total over 10 yrs Annual Income (after 50% Mgt fee and marketing costs) $22,709 $41,025 $31,768 $294,974 Projected Yield 37.88% 68.43% 52.99% 492% Realistic 8%pa Growth in Nightly Rate Year 1 10 Average over 10 yrs Total over 10 yrs Annual Income (after 50% Mgt fee and marketing costs) $22,709 $45,549 $35,598 $333,276 Projected Yield 37.88% 82.65% 59.38% 556% The growth in the nightly studio rate will result from three main factors: The market analysis recommends charging between $120 and $160 per night currently. This means at $141 we are already at the lower end of the reported market rate for the type and quality of accommodation. There is therefore plenty of room to increase this over the next few years. The market analysis reports that the supply demand imbalance will be greater for the foreseeable future and with current planning backlogs it is unlikely that this will change for some years. This will further underline the nightly rates rising over time. Natural inflation factors will increase both costs and rental rates. At around 3% pa this will add to upward pressures on the rate charged by Great American Lodge. Naturally with the management charge normally being a percentage, any increases in costs on site in relation to management, cleaning, and maintenance and the like, will be reflected in the fee. Long Term Hold Compared to the yields and returns offered by bank accounts and the volatility with stocks and shares, a passive rental income of up to 39% makes a tremendous return to hold for the long term. Sell to an Investor/Fund As a performing property asset achieving a substantial yield and exceptional year-on-year profit, and with an effective management company in place, this will be an extremely attractive sale to another investor or fund. Sell to an Oil Worker With the average salary already over $200,000, oil and service sector workers would be highly interested in purchasing completed studios in order to stay in them while saving their rental allowance. 1 2 3 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 31 of 77 18 North Dakota Developments acquired land in a cornfield near Watford City, North Dakota Land Acquired Building permits issued and test units on site. Project to be named Great American Lodge Watford City Permits Issued Groundworks commenced on site to prepare land for units and utilise Groundworks Commenced Group CEO Robert Gavin is interviewed by industry leading OPP (Overseas Property Professional) magazine. Where he talks about his plans in North Dakota North Dakota Developments’ Track Record 2013 Global media profile builds up from industry publications to the renowned publication ‘The Economist’ North Dakota Developments takes a cornfield to an operational hotel in 8 months January February March April May June North Dakota Developments featured exclusively in an article in the renowned property construction industry publication Construction Today CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 32 of 77 19 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ First units arrive on site and are installed onto the foundations and utilities First Units On Site 213 beds operational in phase 1 of Great American Lodge Watford City Phase 1 Opens Second project, Great American Lodge Trenton, now under management by North Dakota Developments 343 Beds Under Management Within days of opening oil workers already booking rooms to stay and rental income paid out to investors Workers Moving In 2014 In an article about investing in the US, North Dakota’s projects are cited as one to consider Group CEO Robert Gavin interviewed by a correspondent from the renowned publication ‘The Economist’ South East Asia’s premier newspaper reports that Hong Kong investors purchase studios in Great Amercian Lodge Watford City to profit from the oil boom Interview with Robert Gavin on his success story and how he has built his property company in North Dakota over the last 2 years July August September October November December North Dakota Developments presented with Gold Award Best Developer - North America by industry peers Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 33 of 77 20 Great American Lodge Watford City Great American Lodge Watford City is now operational with phase 1 having been opened in November 2013. This full serviced hotel development is ideally located on the busy Highway 85 close to many oil wells in the Bakken Region. The development has been built to conform to all International Building Code (IBC) regulations and they are perfectly constructed to withstand the severe weather conditions in North Dakota. CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 34 of 77 21 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ On site restaurant Mud and locker room ATM/banking facilities provided Snack and convenience store High end foyer with check in area A fully furnished Executive Hotel Studio All Executive Hotel Studios come equipped with a flat screen TV and satellite television Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 35 of 77 22 During peak months occupancy could very well be near 100% “ Image shown for illustrative purposes only ” Independent Market Analysis on Great American Lodge Montana CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 36 of 77 23 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ “ Smith Travel Research (STR) Hotel Report, North Dakota Hotel rates in the area have increased by 86% in the past six years” Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 37 of 77 24 What am I actually purchasing? Investors are purchasing a fully furnished Executive Hotel Studio(s) with a 999 year lease on the land upon which it is located. This modular type of accommodation conforms to all International Building Code (IBC) regulations and can withstand all the climate conditions likely to occur in North Dakota. The Executive Hotel Studios are arranged in wings of 12 comprising two suites of 6 each. Who is the developer? North Dakota Developments, an award winning developer active in the Bakken Region for 2 years and featured in global media such as the FT and the renowned publication The Economist They have offices in Williston - North Dakota, Milton Keynes near London - UK and Kuala Lumpur - Malaysia. Has construction started? Yes. Most units have already been built and are ready to be situated on the land where utilities are already in place. Completion is due April 2014. Is permission needed to build Great American Lodge Montana? Planning permission is in place already and the construction meets the (IBC) regulations and the requirements set out by the utility companies. Will there be any problems with ensuring that the Executive Hotel Studios are connected to the full range of utilities? No. The Executive Hotel Studios are being fully integrated with all utilities such as electricity, water, sewage and internet. Mains utilities are already installed Who is responsible for managing the Executive Hotel Studios and paying the rental income? You can choose your own full service hotel management company or one from a list provided. The company will need to handle all of the day to day running and management of your Executive Hotel Studio as a full service hotel package. The list does include a company associated to the development company, which we recommend. What currency do I purchase in? All purchases are in US dollars and payable to an escrow account handled by a US attorney. Can I purchase with finance? No. Investment purchases of Executive Hotel Studios is strictly by cash only. CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 38 of 77 25 INVEST FROM $33,950 INVEST WITH AN AWARD WINNING DEVELOPER EARN 39% RENTAL YIELDS PER ANNUM AS FEATURED IN ‘THE ECONOMIST’ How realistic is the 90% occupancy rate? An independent marketing study projects that Great American Lodge Montana will achieve an average 95-98% occupancy rate, with 100% during the summer months. With very little serviced workforce accommodation in the region we feel this 90% occupancy rate figure is very realistic. With 15,000+ workers still with no permanent accommodation and rising in the Bakken Region and the number of workers by far exceeding the number of rooms in east Montana, there is tremendous unmet demand for accommodation. Our “home away from home” community Executive Hotel Studios offer oil and service sector workers communal and recreational facilities, which no other accommodation in the region does. This gives them both independence and somewhere to socialise with colleagues. The result? Higher occupancy rates, more satisfied tenants and longer average stays per person, leading to greater rental income for investors. How do workers pay for their rooms? In most of cases the oil companies provide housing and accommodation allowances for their workers. This is one of the perks of working on an oilfield site and provides investors with long term, stable rental income. Who pays for the upkeep and maintenance of the building? The management company chosen by you, in most cases depending on their terms. The management company associated with the developer includes all costs in their fee for example, which is certainly the case with the company associated with the developer. Does the developer have any competition in the area for these kinds of buildings? There is currently little/no competition in the area. Traditional accommodation has much higher build costs and takes significantly longer to build. Costs are driven up further by the exceptionally high wages that on-site developers have to pay due to the shortage of workers and the loss of workers to the higher paying jobs of the oil companies. The cutting edge technology used to produce the Executive Hotel Studios reduces overheads and importantly build time. What happens if the occupancy rate is not achieved? We are confident that the 90% projected rate will be achieved within 3 months of opening of Great American Lodge Montana and the developer’s management company for example, already have a team purely dedicated to signing up oil companies to long term contracts. They are already active for the other Great American Lodge hotels and target occupancy rates are being achieved. Bear in mind even at an average of 60% over the year the yield would be a very healthy 25%! Is there a reservation fee? No. As an official approved affiliate for the developer, we have negotiated that the booking fee paid to the developer is enough to reserve the Executive Hotel Studios being purchased until the contract has been signed and payment is made to the escrow account. The booking fee for one studio is $2,950 and larger purchasers are rewarded with discounts for multiple purchases. What further costs are involved with purchasing? Purchasing costs are $2,350 for a single Executive Hotel Studio, $10,300 for an Executive Hotel Suite comprising of 6 studios and $19,900 for a Wing of 12 Executive Hotel Studios (comprising two suites). Will I need a USA Lawyer/Attorney? No. Pearce & Durick have been appointed as the developer’s attorney, they review all legal documentation relating to this investment and handle the closing of the purchase for both buyer and seller. Can you recommend a management company? Yes. We would be pleased to send you information on this. I would like to invest. How do I proceed? Please contact us to request the booking form. All you need to do then is complete the form and pay the booking fee. Contracts are then normally issued within 48 hours. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 39 of 77 26 www.northdakotadevelopments.com Next Steps Jan 2014 v1.0 WD Please call us to discuss your requirements with one of our property consultants or to request further information on any of the following: Investment Structure Floorplans Payment Process Availability Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 40 of 77 The rest you deserve North Dakota Developments Transhudson Hotel - Parshall Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 41 of 77 2 About THE DEVELOPER THE SUCCESSES North Dakota Developments LLC are a specialist commercial and residential developer building quality hotels for the oil and service sector. Their objectives are simple: provide the highest quality accommodation solution, incorporating the wants, needs and budgets of the workers; thereby creating a ‘home away from home’. For them, their reputation is of paramount importance and something they will never Their project successes to date include the four high quality Great American Lodge sites located around the Bakken oilfield. Great American Lodge Watford City, saw phase 1 open in late 2013, phase 2 opened in May 2014 and phase 3 will follow on this year. Trenton presents 343 rooms under management and the Montana site is due to open soon. Their newest addition of Great American Lodge Watford East, rounds off an already fantastic portfolio of products. Now we are pleased to introduce their latest project, Transhudson Hotel, Parshall. Increasing its span by looking to develop hotels in other locations within the Bakken CONTENTS About 2 Transhudson Hotel 4 Finance & Figures 6 FAQ’s 7 Next Steps 8 compromise on. Their clients and customers will always receive the best customer care and product without fail. They are currently undertaking commercial developments in and around oil fields in the USA, to provide superior hotels for oil and construction workers, as well as those in the service sector, for both short and long-term rental basis. Formation, their newest venture - Transhudson Hotel, Parshall - is situated in the west of North Dakota, in the City of Parshall. The hotel will be in the new Bolkan Plaza, which will provide various food and recreational outlets for the workers alongside the offered accommodation. The discovery of the Parshall Oilfield in 2006 was the catalyst for the North Dakota oil boom, and continues to ensure North Dakota remains to be one of only five US states to have achieved a production output of one million barrels of oil per day and is now second only to Texas. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 42 of 77 3 THE BAKKEN REGION The world we live in continues to be dictated by the supply and demand for commodities and there are few commodities that are more important in the world than oil. As the world’s largest consumer of oil, the USA is in an incredibly fortunate position to have THE OPPORTUNITY The oil boom in North Dakota is allowing them to defy the laws of economics during the current climate. With larger oil reserves than Saudi Arabia and the UAE combined, the pressures from this rapid growth are evident. As a result of this incredible prosperity, counties located within the Bakken Formation have the lowest unemployment rate in the USA, with less than 1% in some locations. discovered one of the largest oilfields ever, known as the Bakken Formation Region in North Dakota. This is new, current and causing waves across the USA as engineers, oil workers, and laborers flood to the area in search of jobs and opportunities. Currently only a tiny fraction of the rising 45,000 oil and service workers have suitable accommodation. The vast majority are sleeping in their cars, tents or trailer parks. The situation creates an incredible, untapped opportunity to provide accommodation for the thousands of cash-rich workers struggling to find somewhere to live. This is where North Dakota Developments comes in. THE BENEFITS • Assured net yield of 20% per annum for three years • Full title deed with purchase of hotel suite • Purchase price plus 10% buy back after three years • Multi purchase discounts Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 43 of 77 4 Transhudson Hotel NORTH DAKOTA DEVELOPMENTS THE FACILITIES North Dakota Developments have chosen to broaden their offering with the introduction of multi-storey hotels to their portfolio. Transhudson Hotel, Parshall will continue to follow the high standard set by previous projects within their collection and will Continuing to provide above and beyond, North Dakota Developments have carried over their ethos for building more than just a room, by incorporating a wide range of the following facilities: fulfil the same ever-growing need for accommodation in the Bakken region. On 6.2 acres of land, the hotel will consist of three floors, hosting 396 suites plus 12 ADA (American Disability Act) compliant rooms. • Entrance Lobby • 400 Parking Spaces • Seated Dining Facility for 160 guests • Commercial Kitchen • TV lounge • Games Area • Laundry Service & Guest Laundry Facilities • Fitness & Meeting Rooms • Guest Lockers • Elevators Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 44 of 77 5 THE SUITES Delivering high standard accommodation, the suite poses 170 sq ft of spacious and quality lodgings, along with all the necessary furnishings to help make a ‘home away from home’ for the workers. WHAT’S INCLUDED? • Double Bed with Storage Underneath • En Suite Bathroom • Quality Bed Linen, Mattress and Pillows • Kitchenette area • Wash Basin • Fridge Freezer • Microwave • Coffee Machine • HVAC Unit • Built-in Wardrobe • Large Flat Screen Television • Satellite Television • Vinyl Flooring • Work Desk with Chair Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 45 of 77 6 Finance & Figures EXPLANATION OF INCOME FIGURES For the first 100 suites released, a discount of $35,000 is available. In order to purchase a suite at Transhudson Hotel, Parshall, a booking fee is required to hold the unit. On payment of the purchase price, legal costs are also due to be paid into the escrow account. Once the hotel is operational in Summer 2015, providing you choose North Dakota Developments Property Management to lease your suite, a three year fixed income assurance is payable at 20% net per annum - this is backed up by North Dakota Developments. At the end of the third year after opening, it is compulsory that North Dakota Developments buy-back the suite at the price you paid for it plus 10%. They will sell the entire hotel to a fund, re-finance or continue to own the hotel for the income because they see the long term value in such an income producing asset. They are able to undertake the compulsory buyback due to the large asset base of the group of companies and in particular the asset value of the master plan on which the hotel sits. The hotel is projected to achieve between $100 and $233 per night throughout the year once established (a few months after opening) and will result in average stabilized nightly rates of $160 per night. This will allow the developer and the management company plenty of security to back up the fixed annual returns. *Assured - depending on choice of Management Company **Contracted at 10% above the purchase price ***Before applicable income taxes 1 SUITE 5 SUITES 10 SUITES Suite Price $104,950 $524,750 $1,049,500 First Buyers Discount $35,000 $175,000 $350,000 Bulk Purchase Discount - $10,000 $25,000 Investor Price $69,950 $339,750 $674,500 Booking Fee $2,950 $11,300 $19,500 Legal and Buying Costs $4,800 $20,200 $38,200 Assured Net Yield per year (before income tax) 20% 20.5% 21% Fixed return per year for three years* $13,990 $69,649 $141,645 Total assured income over three years $41,970 $208,946 $424,935 Compulsory buyback after year three** $76,945 $373,725 $741,950 Net return over three years 70% 71.5% 73% Net profit over three years*** $48,965 $242,921 $492,385 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 46 of 77 7 FAQ’s WHAT AM I ACTUALLY PURCHASING? Investors are purchasing a fully furnished suite situated within a 408 room hotel. The suite comes with a title deed registered with Parshall County, North Dakota and the hotel is part of a condominium association. This modular type of accommodation conforms to all International Building Code regulations (2009 IBC), National Electrical Code (2011 NEC), International Energy Conservation Code (2009 IECC), 2009 Mechanical Code, 2009 Fuel/Gas Code and Uniform Plumbing Code (2009 UPC) so that the suites can withstand all the climate conditions likely to occur in North Dakota. WHO IS THE DEVELOPER? North Dakota Developments, an award winning developer active in the Bakken Region for over two years and featured in global media such as the Financial Times and the renowned publication The Economist. They have offices in North Dakota - USA, Milton Keynes – UK, Singapore, Shanghai & Beijing - China. WILL THERE BE ANY PROBLEMS WITH ENSURING THAT THE SUITES ARE CONNECTED TO THE FULL RANGE OF UTILITIES? No. They are being fully integrated with all utilities such as electricity, water, sewage and internet. WHO IS RESPONSIBLE FOR MANAGING THE SUITES AND PAYING THE RENTAL INCOME? You can choose your own full service hotel management company or one from a list provided. However, the company chosen will need to handle all of the day to day running and management of your suite as a full service hotel package. The list does include a company associated to the development company, which we recommend. WHAT CURRENCY DO I PURCHASE IN? All purchases are in US dollars and payable to an escrow account handled by a US attorney. CAN I PURCHASE WITH FINANCE? No. Investment purchases of suites are strictly by cash only. HOW DO WORKERS PAY FOR THEIR ROOMS? In most cases the oil companies provide housing and accommodation allowances for their workers. This is one the perks of working on an oilfield site and provides investors with long term, stable rental income. WILL I NEED A USA LAWYER/ATTORNEY? Pearce & Durick have been appointed as the attorney to handle the escrow account on behalf of the developer. They review all legal documentation relating to this investment, handle the closing of the purchase for both buyer and seller and the registering of the title deed. WHO PAYS FOR THE UPKEEP AND MAINTENANCE OF THE BUILDING? The management company chosen by you. The hotel management company associated with the developer leases the suite and they pay for the upkeep and maintenance costs, condominium association fees, utilities and property tax - all of which are absorbed prior to paying the fixed income. CAN YOU RECOMMEND A HOTEL MANAGEMENT COMPANY? Yes. We would be pleased to send you information on this. For full details use the contact information overleaf and our team will be happy to assist you. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 47 of 77 1 2 3 Next Steps... Upon signing the relevant documents, the balance of the purchase price* (plus purchasing costs) is paid into a US escrow account. Contact us on the details below to obtain a booking form. Complete the form and pay the booking fee. Your legal pack will be sent within one week of receipt of the booking fee and relevant paperwork. 35% of contract price (plus purchasing costs) on signing of purchase contract. 35% on confirmation that the modular sections are ready to ship from the factory.** 30% on confirmation that the building is complete and ready for occupation. FUND RELEASE *Investors are responsible for their own bank’s transfer fees. **All modular units will be constructed and shipped to site before all suites are sold. The rest you deserve North American Head Office: 5072 Bennett Loop Suite 300, Williston ND 58801-6915, USA Tel: +1 (605) 610 0310 usa@northdakotadevelopments.com European Office: Suite C1 First Floor Witan Court 322 Witan Gate West Central Milton Keynes MK9 1EJ, United Kingdom Tel: +44 (0) 845 053 7498 uk@northdakotadevelopments.com Asian Offices: Room 6057, 21 Century Tower 210 Century Avenue Pudong New Area, Shanghai 200120, China Tel: +86 (21) 51 72 7303 shanghai@northdakotadevelopments.com DISCLAIMER The information in this document (including but not limited to, photographs, illustrations, plans, dimensions, descriptions, tables, projections and prices) is for guidance only. While every effort has been made to offer current and accurate information, errors can occur. North Dakota Developments makes no warranties or representations as to the accuracy, correctness, reliability or otherwise with respect to such information and assumes no liability or responsibility for any errors or omissions in the content contained in this document. Within this document, you may find links or references to third party material and third party websites. North Dakota Developments accepts no liability in respect of the contents of such material or sites. North Dakota Developments should not be taken to be endorsing, publishing, permitting or authorizing such materials or sites. North Dakota Developments is not a party to, or responsible for, any transaction concerning goods or services available from such third party materials or web sites. North Dakota Developments will revise the information, services and resources contained in this document from time to time and reserves the right to make such changes without any obligation to notify past, current or prospective visitors to this document. The content relating to the past and/or current performance of an investment is not necessarily a guide to its performance in the future. The value of investments or income from them may go down as well as up. Prices quoted may be based on a conversion rate when the document was created and may vary. This is not a regulated investment for the purpose of the UK FSMA (2000). The information contained in this document should not be construed as financial, tax, legal or any other professional advice or service. You are advised to consult a financial and/or legal professional advisor from suitably regulated sources. Except where noted otherwise, all material in this document is Copyright © 2013 North Dakota Developments LLC. All rights reserved. Without the prior written consent of North Dakota Developments, no permission is granted to copy, distribute, modify, post or frame any text, graphics, or logos. THE PROPERTY MISDESCRIPTIONS ACT 1991 Any agent promoting these properties has not tested any apparatus, equipment, fixtures and fittings or services and so cannot verify that they are in working order or fit for the purpose. A Buyer is advised to obtain verification from their Solicitor or Surveyor. References to the Tenure of a Property are based on information supplied by the Seller. The Agent has not had sight of the title documents. A Buyer is advised to obtain verification from their Solicitor. Items shown in photographs are NOT included unless specifically mentioned within the sales particulars. They may, however, be available by separate negotiation. Buyers must check the availability of any property and make an appointment before embarking on any journey to view a property. 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No license is granted to copy, reproduce, use or otherwise deal in North Dakota Developments content, including any copyright or design right work of North Dakota Developments. 5 OFFICES • 3 CONTINENTS • OPERATING 24HRS A DAY 2710-2714 Blue Castle International Center No. 3 Xidawang Road, CBD Beijing, 100026, China beijing@northdakotadevelopments.com 77 Robinson Road 34-00, Singapore, 068896 Tel: +65 98894704 singapore@northdakotadevelopments.com Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 48 of 77 Sheridan Divide Burke Renville Ward McLean Mercer Oliver Morton Hettinger Grant Bowman Adams Slope Fallon Wiboux Billings Golden Valley Dawson Roosevelt Williams Mountrail Dunn Stark McKenzie Richland Williston Dickinson Bismarck Watford City Sidney Minot North Dakota’s Oilfield Property Investment Opportunity in the USA’s Largest Oilfield North Dakota, USA Fully serviced workforce accommodation Up to 42% rental yield in year 1 Average annual rental yield over 10 years of 56% Invest from $30,950 Strong rental demand - 15,000 oil and service sector workers, and rising Rental income supported by the worlds largest oil companies including ExxonMobile, Chevron, Halliburton, Hess and BP UP TO 42% ANNUAL RENTAL YIELDS Great American Lodge Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 49 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 2 3 Investment Summary Investment Potential The Location - Booming Bakken Formation Region At the heart of the astonishing US oil boom is the Bakken Formation, which is enabling North Dakota and parts of Montana to defy the laws of economics during the current economic climate. With more oil in reserves than Saudi Arabia and the UAE combined, the pressures from this rapid growth are evident. According to recent reports there could be as much as 24 billion barrels of oil in the Bakken Formation, more than double the amount originally thought. With wells drilled in the Bakken during the past three years, there is significant new geological information. With ever advancing production technologies, this could mean more oil could potentially be recovered in the formation. “ ” Ken Salazar USA Secretary of the Interior “While the rest of the country was sinking into recession, North Dakota never did. Other states nursed budget deficits, but North Dakota, even now, has a surplus... A rise in oil production here, especially, served as an antidote to any whiff of what the rest of the nation was witnessing.” New York Times There are few commodities more important than oil when it comes to global supply and demand. The USA is the world’s largest consumer of oil. It is also in the fortunate position of having discovered one of the largest oilfields on the planet in North Dakota. Known as the Bakken Formation, the oilfield has led to the International Energy Agency predicting that the US will become the world’s top oil producer by 2017. The Bakken Formation is causing a stir across the world and has been featured recently by the BBC, CNN, National Geographic, Time Magazine and the Wall Street Journal. This is new, current, and causing waves across the USA as engineers, oil and service sector workers and labourers flock to North Dakota in search of jobs and opportunities, where even manual labourers are paid as much as $150 per hour. Of course, it goes without saying that the large oil companies such as ExxonMobil, Chevron and Halliburton are already heavily involved. The Bakken Formation’s explosive economic impact and its remote location have created a unique situation, with some 15,000+ oil and service sector workers currently struggling to find accommodation. Thousands are being forced to sleep in tents or in their cars, in an area where sub-zero temperatures are common. This is where we come in, offering low cost, technologically advanced and high end Executive Hotel Studios. The Executive Hotel Studios provide the high quality accommodation option that the oil and service sector workers are lacking. The Executive Hotel Studios are therefore positioned to take advantage of income supported by oil companies. As a result of this incredible prosperity and with money flooding the area, North Dakota has the lowest unemployment rate in the USA, with less than 1% unemployment in some locations. Naturally, land prices are rising dramatically. Currently only a tiny fraction of the 45,000 (and rising) oil and service sector workers have suitable accommodation. The vast majority are sleeping in their cars, tents or trailer parks. The Bakken Formation’s location just below Canada means the weather can be extremely cold, creating a health and safety nightmare for the multinational oil companies looking to ensure the health and welfare of their staff. The situation has created an incredible, untapped opportunity to provide accommodation in this area for the thousands of cashrich oil and service sector workers struggling to find somewhere to live. “As oil production from the Bakken formation continues to set records in North Dakota, the sheer pace and scale of the boom is still unfolding.” Stanford University/ Headwaters Economics Sheridan Divide Burke Renville Ward McLean Mercer Oliver Morton Hettinger Grant Bowman Adams Slope Fallon Wiboux Billings Golden Valley Dawson Roosevelt Williams Mountrail Dunn Stark McKenzie Richland Williston Dickinson Bismarck Watford City Sidney Minot Core oil economic activity Bakken oil-producing area Rough extent of the Bakken Formation, a layer of oil-bearing shale more than a mile bleow the surface Oil-producing area outside the Bakken Formation The Oil Patch Great American Lodge • Annual rental returns year on year of up to 42.07% • 15,000+ oil and service sector workers with no accommodation and rising • Rental income supported by multinational oil companies • Realistic occupancy rates of over 90% in the area CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 50 of 77 4 Images shown for illustrative purposes only The Development A ‘Home Away From Home’ Community The small percentage of Bakken workers lucky enough to have accommodation are often living in substandard single rooms commanding extortionate rent. We are set to change this with a new Serviced Hotel Development, which is ideally located with a range of amenities and facilities. The high quality, affordable accommodation, with its full range of recreational facilities and services, will ensure your tenants commit to long term, regular long term contracts. Furthermore, a high quality, fully equipped on-site restaurant, manned by qualified chefs, will provide a host of nutritious meals 24 hours a day. Companies such as ExxonMobile, Chevron, Halliburton, Hess and BP are particularly interested in such a premium service offering. This will ensure that this development will be their first choice when accommodating their workforce. As the epitome of comfort and desirability, this high end Serviced Hotel Development will provide the following range of recreational facilities: Catering facility Communal and comfortable dining area Kitchen area Fully equipped gym with the latest fitness machines Mudroom including lockers, with boot dryers and possible room for expansion Free guest laundry to include 6-8 stackable washer and dryer units plus folding area Pool and card tables Cinema Key code entry locks Large television room with satellite TV adjoining the spacious recreation room High end foyer with check in area Snack shop High speed Wi-Fi in all common areas and rooms Meeting / board room Bank – ATM / check cashing Workers and their companies will benefit from accommodation ideally located within a short drive of hundreds of oil fields, creating a significant cost saving in terms of travel time. CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 51 of 77 www.northdakotadevelopments.com INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 6 7 5 2 4 3 1 7 8 9 10 10 11 12 6 “ ” Our fully furnished, feature rich, Executive Hotel Studios are finished to the very highest quality, setting the standard for comfortable accommodation for the oil and service sector workers. Occupancy at hotels in Williston, Watford City and New Town is typically 95% to 98% and rates range from US$169 to US$259 per night. Tom Rolfstad, Executive Director of the Williston Economic Development Commission Room Size Approx 195 sq ft The Accommodation High quality executive studios Each Executive Hotel Studio will come fully furnished with the highest spec fittings, fixtures and furnishings including: 1. Fully fitted shower & bathroom 2. Coffee machine 3. Duel ring hotplate 4. Microwave 5. Refrigerator 6. HVAC unit 7. Double bed with under-bed storage 8. Quality bed linen, mattress and pillows 9. Desk and chair 10. Built-in wardrobes/closets 11. Large flat screen and satellite television 12. Wooden flooring throughout Also included: Full cutlery & crockery set Drapery Attached lighting fixtures North Dakota has a novel problem: plenty of jobs, but nowhere to put the people who hold them. New York Times “ ” Each Executive Hotel Suite will include 6 self-contained Executive Hotel Studios, each with a queen sized bed and furnished to a high standard. The amenities on site are operated by experienced professionals. The Executive Hotel Studio also offers a high quality, spacious and fully furnished living space, plus private bathroom, kitchenette and work/desk area. This offers a truly unique community experience for the oil and service sector workers, where they can cook their own meals instead of eating out all the time, along with the chance to socialise with other workers. This is something that other accommodation choices do not offer and will ensure that the Executive Hotel Studios achieve not only maximum occupancy levels, but that each worker will stay for an extended period. Images shown for illustrative purposes only CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 52 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 9 Credibility The Largest Oil Field in the USA With an estimated 24 billion barrels of recoverable oil using today’s technology (out of around 650 billion available) and more oil than Saudi Arabia and the UAE combined, the Bakken Formation is generating incredible wealth and creating job opportunities for the next 60-80 years. This means your investment will provide long term passive income. 15,000 Oil and Service Sector Workers Without Proper Accommodation... and Rising With such a huge number of workers sleeping in tents, trailer parks and even their own cars unable to find suitable accommodation, there is an urgent unmet demand for quality, furnished lodgings. Other companies are experiencing a very difficult time building in North Dakota due to a lack of knowledge, contacts and experience, and on occasion, as soon as they send workers to build the site their staff are poached! By using cutting edge building technology, the developer is able to build the main structure offsite as it is a commercial modular lodging, and then transport it to the Great American Lodge Service Hotel Development site, thus eliminating this problem and meet the demand. This not only ensures high occupancy rates but an opportunity for solid rental income for investors. Image shown for illustrative purposes only “This year, domestic crude oil production should rise by 10%, and within five years the United States is likely to break the record output high reached more than two decades ago, to flirt with the position of top world producer.” Michael Cohen, Senior Oil Market Analyst, International Energy Agency, January 2013 Rental Income Potential Rental Income Supported by International Oil Companies It is common for large oil companies such as ExxonMobil, Chevron, Halliburton, Hess and BP to provide housing and accommodation allowances for their workers, in some cases paying the property owner directly. This is one of the perks of working on an oilfield site. This provides investors with a credible and consistent rental income for the long term. Providing Quality Workforce Accommodation for North Dakota’s Oil Industry As previously stated, to differentiate from the limited accommodation solutions near Watford City and Williston, the developer is delivering the Serviced Hotel Development at Great American Lodge to a high standard. The on site amenities and facilities will be operated by experience and professional staff. This will ensure your Hotel Studio will be the first choice among oil and service sector workers. CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 53 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 10 11 Summary of Costs Legal and Buying Costs Price per Studio $54,950 Legal Management Agreement / Attorney Review — Attorney review of the Bill Of Sale*; Lease; LLC and other documents $2,350 Oil production from the Bakken shale is doubling every 18 months and the field is now responsible for 10 per cent of total US output. Financial Times “ ” * A bill of sale is a legal document made by a ‘seller’ to a purchaser, reporting that on a specific date, at a specific locality, and for a particular sum of money or other “value received”, the seller sold to the purchaser a specific item of personal, or parcel of real property of which he had lawful possession. It is a written instrument which evidences the transfer of title to personal property from the vendor, seller, to the vendee, buyer. The bill of sale document will be certified by the vendor’s attorney. The ownership of the individual Executive Hotel Studios is identified by a unique identification plaque mounted in each studio Legal and Buying costs per Executive Hotel Suite (6 Executive Hotel Studios) - $10,300 Property Tax will apply Secretary of the Interior Sally Jewell. April 2013 “These world-class formations contain even more energy resource potential than previously understood, which is important information as we continue to reduce our nation’s dependence on foreign sources of oil.” Purchase Process A Safe And Transparent Process The purchase process is designed to provide a seamless and secure procedure with a legal pack that provides full transparency. Investors’ funds are held in an escrow account and only released to the developer at stages of the construction of each studio. We have designed the purchase in this way in order to be compliant with the needs of USA laws and regulations. Complete booking form, and pay the booking fee. A receipt will be issued when funds have cleared. Provide copies of passport and recent utility bill showing home address. Your legal pack will be sent within one week of receipt of the booking fee and relevant paperwork. The pack will contain your Purchase Agreement, Sub-lease Agreement and other relevant documents. Upon signing the purchase agreement and relevant documents in the legal pack, the balance of the purchase price* (plus purchasing costs) is paid into a US escrow account and then released to the developer upon completion of the following stages: 1. 35% of contract price (plus purchasing costs) on signing of purchase contract. 2. 35% on confirmation that the studio is ready to ship from the factory.** 3. 30% on confirmation that the building is complete and ready for occupation. *Escrow transfer fees of $32. Investors are responsible for their own bank’s transfer fees. **Suites will be shipped to site before all the studios are sold. 1 3 2 CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 54 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 12 13 North Dakota is ranked #1 in the US according to the Bloomberg Economic Evaluation of States Index Overview The developer commissioned an independent consultancy to undertake a market analysis and full survey of Great American Lodge. This analysis outlines the supply of temporary housing in McKenzie County and makes market recommendations for Great American Lodge. This extensive work substantiates the foundations upon which this property investment is based, including: Massive supply and demand imbalance High occupancy rates Strong and sustained demand growth Competitive prices per night Quality, fully serviced workforce accommodation High yields are achievable by the unique economic and social conditions prevalent in the west of North Dakota, where Great American Lodge is located. The analysis undertaken by the independent consultancy looked at macro and micro economic impacts as well as comparables, such as temporary accommodation of various standards in the county, hotels and recreational vehicle (RV) parks. North Dakota - Oil Industry The key points reported by the market analysis on North Dakota include: North Dakota is the 2nd largest oil producer in the US, surpassing California and Alaska The oil and gas industry in North Dakota increased sevenfold since 2005, to $30 billion in 2012 In 2006, 422 well permits were issued in North Dakota, rising to 2,552 in 2012. An additional 1,068 permits were issued in the first five months of 2013 alone There are now over 8,750 active oil wells in North Dakota and rising, up to 50,000 forecast It is estimated that there are upwards of 500 jobs associated with one oil well, not including additional work to the wells including re-fracking McKenzie County – Home to Great American Lodge Situated in the west of the state is McKenzie County, where the Williston Basin region of the Bakken Formation lies, and is the largest focus of the oil production. The location of the Great American Lodge is right in the centre of this region to the west of Watford City. The market analysis reports provides some very clear conclusions including the following: McKenzie County alone, accounts for 39% of all active drilling rigs in North Dakota With up to 50,000 oil wells required, it will take 18 – 20 years to put them in place Each oil well has an expected life of 28-30 years A total of 45,000 - 50,000 additional jobs will be created in the region that will last 30 – 50 years The total population of the county will double over the next 10 years mainly due to oil and service sector workers In next 10 years total demand for temporary accommodation will more than double from 5,414 beds to 13,944 The county currently has 23 temporary housing developments, which total just 5,162 beds An additional 7 temporary housing developments are planned, which, if all are constructed, will bring an additional 4,372 beds There are 646 hotel rooms in the county (only an additional 92 rooms planned) and 953 RV sites Room Rates and Occupancy The market analysis report concluded with information on current room rates and occupancy for temporary housing in McKenzie County: Overall, the temporary housing developments in the county obtain rates of between $120-$157 per night, depending on the building type, size and amenities Similar temporary housing accommodation sites in the county are currently achieving over 90% and up to 100% Conclusion To underline the economic and social conditions in McKenzie County from which property investors can benefit, the independent consultancy concluded that: This strong set of supporting evidence demonstrates that not only will there be massive demand for Great American Lodge’s accommodation offering and the high yields that this generates but that this is likely to be sustainable for many years too. We recommend you appoint a specialist property management company to maximise your potential returns. Reassurance & Security - Market Analysis Report “ ” Given the planned amenities and location of the Great American Lodge community, it is our estimate that the subject site could capture approximately 15% of the existing bed demand and 15% of the new demand, by the third quarter of 2013 Independent Market Analysis “A stated nightly rental rate of $135 to $160 is recommended based on the amenity package and quality of Great American Lodge” CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 55 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 14 15 The potential income and yield figures are based upon data provided in the Independent Market report. Based on $139 per night, these figures are very realistic. This “home away from home” accommodation offers something truly unique in the current market: spacious, furnished accommodation with fully equipped living, dining and kitchen facilities. Full purchasing costs are estimated at $2,350 per studio and $10,300 per suite of 6 studios. 90% occupancy is much lower than current hotels and motels are achieving. Many are booked out 6 months to a year in advance and block booked by the oil companies. Current occupancy rates in the region are around 95-98%, and that is without the fully inclusive and equipped communal areas that our Executive Hotel Studios offer. The Financials Providing an Annual Income of up to 42.07% A B C Explanation of Income Figures 50% Fractional Ownership Single Executive Studio Suite of 6 Executive Studios Investor Price $30,950 $54,950 $319,700* Rental Rate Per Studio Per Night $139 $139 $139 Number Of Days Occupied Per Year At 90% Occupancy Rate 329 329 329 Annual Total Gross Rental Income $22,866 $45,731 $274,386 % Income Share To Investor** 50% 50% 50% Rental To Investor $11,433 $22,866 $137,193 Marketing Costs $225 $450 $2,700 Annual Income $11,208 $22,416 $134,493 Projected Yield in Year 1 36.2% 40.79% 42.07% Average Yield Over First 10 years*** 48.5% 54.76% 56.4% *includes $10,000 discount for suite of 6 studios **dependant upon the management chosen ***based on conservative rises in the rental rate see overleaf for more details 1. Long Term Hold Compared to the yields and returns offered by bank accounts and the volatility with stocks and shares, a passive rental income of up to 42.07% makes a tremendous return to hold for the long term. 2. Sell to an Investor/Fund As a performing property asset achieving a substantial yield and exceptional year-on-year profit, and with an effective management company in place, this will be an extremely attractive sale to another investor or fund. 3. Sell to an Oil Worker With the average salary already over $200,000, oil and service sector workers would be highly interested in purchasing completed studios in order to stay in them while saving their rental allowance. 4. Developer’s Buy- Back It is the developer’s business plan to work with both fund and investment firms to sell the Executive Hotel Suites in the future and this is an exit strategy that is already being exercised by fund companies today. You have the option to enter your Studio or Suite into the developer’s buy-back program. Exit Strategies Future Returns The information presented so far all points to a strong and sustainable income and although we can never predict the future, the tables below illustrate the potential for growth in income. Also bear in mind that the 50% management fee is inclusive of everything on an ongoing basis except the hold back (sink fund) and taxes such as property tax and applicable income tax. Pessimistic 4%pa Growth in Nightly Rate Year 1 10 Average over 10 yrs Total over 10 yrs Annual Income (after 50% Mgt fee and marketing costs) $22,416 $32,495 $27,411 $274,108 Projected Yield 40.79% 59.14% 49.88% 499% Conservative 6%pa Growth in Nightly Rate Year 1 10 Average over 10 yrs Total over 10 yrs Annual Income (after 50% Mgt fee and marketing costs) $22,416 $38,572 $30,093 $300,927 Projected Yield 40.79% 70.19% 54.76% 548% Realistic 8%pa Growth in Nightly Rate Year 1 10 Average over 10 yrs Total over 10 yrs Annual Income (after 50% Mgt fee and marketing costs) $22,416 $45,639 $33,074 $330,739 Projected Yield 40.79% 83.06% 60.19% 602% The growth in the nightly studio rate will result from three main factors: The market analysis recommends charging between $135 and $160 per night currently. This means at $139 we are already at the lower end of the reported market rate for the type and quality of accommodation. There is therefore plenty of room to increase this over the next few years. The market analysis reports that the supply demand imbalance will be greater for the foreseeable future and with current planning backlogs it is unlikely that this will change for some years. This will further underline the nightly rates rising over time. Natural inflation factors will increase both costs and rental rates. At around 3% pa this will add to upward pressures on the rate charged by Great American Lodge. Naturally with the management charge normally being a percentage, any increases in costs on site in relation to management, cleaning, and maintenance and the like, will be reflected in the fee. CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 56 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 16 17 Image shown for illustrative purposes only During peak months occupancy could very well be near 100% “ ” Independent Market Analysis on Great American Lodge “ Smith Travel Research (STR) Hotel Report, North Dakota Hotel rates in the area have increased by 86% in the past six years” CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 57 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 18 19 CALL NOW FOR MORE INFO Construction Underway With any property investment, particularly when a project is initially ‘off-plan’, construction progress is of paramount importance to any purchaser. Since the developer acquired the site in early June 2013 work is now underway on Great American Lodge. Relevant permits and licenses are in place to construct the Serviced Hotel Development and the ground works commenced shortly after this and the site entry road, utilities installation work, land grading and foundation placement commenced in the same month 12 test units have been on site since early June and are now being used for on-site workers where appropriate. The first 160 Executive Hotel Studios have been constructed through a modular build process at the factory and shipped to the site where they have being secured to the foundations in sequence. The entire site is due for completion in September 2013 and due to be occupied by 16th October 2013. Phase 1 construction showing deep utilities being installed Phase 1 construction well underway during late August 2013 The front of phase 1 taking shape as viewed from the entrance road Interiors of first units now fitted out Phase 2 ground works now commenced early September with phase 1 in the background Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 58 of 77 INVEST FROM $30,950 up to 42% ANNUAL RENTAL YIELDS in year 1 20 21 What am I actually purchasing? Investors are purchasing a fully furnished Executive Hotel Studio(s) or Executive Hotel Suite(s) and sub-leasing the land upon which it is located. This modular type of accommodation conforms to all International Building Code (IBC) regulations and can withstand all the climate conditions likely to occur in North Dakota. Is there a reservation fee? No. As an official affiliate for the developer, we have negotiated that the booking fee is enough to reserve the Executive Hotel Studios being purchased until the contract has been signed and payment is made to the escrow account. Is permission needed to build the Executive Hotel Studios/Suites? Planning permission is in place already and the construction meets the International Building Code (IBC) regulations and the requirements set out by the utility companies. Will there be any problems with ensuring that the Executive Hotel Studios are connected to the full range of utilities? No. The Executive Hotel Studios are being fully integrated with all utilities such as electricity, water, sewage and internet. Phase 1 is already connected. Who is responsible for managing the Executive Hotel Studios/Suites and paying the rental income? You can choose your own management company or one from a list provided. The management company handles all of the day to day running and management of your Executive Hotel Studio. The list does include a management company associated to the development company. How realistic is the 90% occupancy rate? Extremely realistic! Current accommodation in the region is achieving an average 95-98% occupancy rate, with some achieving 100% for the last 6 months, so we feel this 90% occupancy rate figure is on the cautious side. With 15,000+ workers still with no permanent accommodation and the number of workers exceeding the number of rooms, there is tremendous unmet demand for accommodation. Our “home away from home” community Executive Hotel Studios offer oil and service sector workers communal and recreational facilities, which no other accommodation in the region does. This gives them both independence and somewhere to socialise with colleagues. The result? Higher occupancy rates, more satisfied tenants and longer average stays per person, leading to greater rental income for investors. How do workers pay for their rooms? In 95% of cases the large oil companies such as ExxonMobile, Chevron, Halliburton, Hess and BP provide housing and accommodation allowances for their workers. In many cases the owner is paid directly. This is one of the perks of working on an oilfield site and provides investors with long term, stable rental income. Who pays for the upkeep and maintenance of the building? The management company chosen by you, in most cases depending on their terms. The management company associated with the developer includes all costs in their fee for example. Does the developer have any competition in the area for these kinds of buildings? There is currently little/no competition in the area. Traditional, stick-built accommodation has much higher build costs and takes significantly longer to build. Costs are driven up further by the exceptionally high wages that on-site developers have to pay due to the shortage of workers and the loss of workers to the higher paying jobs of the oil companies. The cutting edge technology used to produce the Executive Hotel Studios reduces overheads and costs and thereby ensures large returns. What are the additional costs involved with purchasing? Purchasing costs are estimated at $2,350 for a single Executive Hotel Studio and $10,300 for an Executive Hotel Suite comprising of 6 studios. What is the booking fee on this investment opportunity? We offer very competitive fees given the amount of time it has taken to negotiate and structure this unique investment opportunity for our valued clients. We reward larger purchasers by offering significant discounts to our booking fees: How does the developer’s Buy-back work? If you choose to opt into the buy-back program your Studio or Suite will be subject to a buy-back clause. This allows for the developer to be able to buy-back your Studio or Suite from the end of year 2 if they offer 115% of the original purchase price and 120% from year 6 to year 10. Will I need a USA Lawyer/Attorney? No. Pearce & Durick have been appointed as the developer’s attorney, they review all legal documentation relating to this investment. I would like to invest. How do I proceed? Please contact us to request the booking form. All you need to do then is complete the form and pay the booking fee. Number of Studios Purchased Booking Fee Per Studio 1 $2,908 2-3 $2,584 4-6 $2,260 7-19 $1,936 20 Studios or more $1,450 CALL NOW FOR MORE INFO Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 59 of 77 Next Steps Please call us to discuss your requirements with one of our property consultants or to request further information on any of the following: Investment Structure Floorplans Payment Process Availability Sept 2013 v3.0 WD Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 60 of 77 Hands free, passive, high income opportunity Located in the Bakken oilfield, North Dakota, USA, which has more oil and gas than Saudi Arabia Small window of opportunity to take advantage right now Huge projected rental yields of up to 37% or optional 23.5% rental guarantee for 4 years Invest now from just $50,000 — price due to increase to $60,000 soon Invest In Massive Yielding Property In The USA’s Largest Oilfield Now With Optional 4 Year, 23.5% Rental Guarantee New, Optional 23.5% Rental Guarantee For 4 Years Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 61 of 77 Contents Investment Summary 3 Location 4 The Development 5 Financials 6 Financials - Summary of Costs 7 Reassurances and Security 8 Purchase Process 9 FAQs 10 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 62 of 77 Investment Summary—A unique opportunity The world we live in continues to be dictated by the supply and demand for commodities and there are few commodities that are more important in the world than oil. As the world’s largest consumer of oil, the USA is in an incredibly fortunate position to have discovered one of the largest oilfields ever, known as the Bakken Formation in North Dakota and it is all over the news; BBC, CNN and Time magazine to name but a few have covered this story. This is new and current and causing waves across the USA as engineers, oil workers, and labourers flood to the area in search of jobs and opportunities where even manual labourers are paid as much as $150 / hour. Of course it goes without saying that the large oil companies such as Exxon Mobil, Chevron and Halliburton are already involved heavily. However currently due to the extremely new opportunity and remote location of the Bakken Formation oil fields in North Dakota, USA, there is currently an incredible shortage of accommodation for 15,000 of these oil workers which means that thousands are having to sleep in tents or else sleep in their cars in sub zero temperatures. This is where we come in! By offering low cost, technologically advanced and high end “mini hotels” this provides a high quality accommodation option where the rental income Is supported by some of the largest oil companies in the world. Investment Highlights Massive annual rental returns year on year of up to 37% OR 4 year rental guarantee at 23.5% 15,000 oil workers with no accommodation and rising! Fully managed, ‘hands free’ and passive investment Rental income supported by multinational oil companies Realistic occupancy levels of 90%+ Fabrication of the ‘mini hotel’ is done off site allowing it to be built faster and achieve returns sooner Page 3 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 63 of 77 The Location - Wealthy Williston, North Dakota At the heart of the Bakken Formation oil fields is a small town called Williston which is defying the laws of economics in the current US recession. With more oil in reserves than Saudi Arabia and the UAE combined, the pressures from this rapid growth are evident. According to recent reports there could be as much as 24 billion barrels of oil in the Bakken Formation. Page 4 As a result of this incredible prosperity and with money flooding the area, North Dakota has one of the lowest unemployment rates in all of the USA and land prices are rising dramatically. Currently only a tiny fraction of the 15,000 and rising oil workers have suitable accommodation and as such the vast majority are sleeping in their cars, tents and trailer parks. This is totally unsustainable especially when you consider the location being just south of Canada, where the weather can be extremely cold and is causing health and safety issues for the multinational oil companies, who have to ensure the safety and welfare of their staff. This is why there is an incredible untapped opportunity to provide accommodation in this area. “With wells drilled in the Bakken during the past three years, there is significant new geological information. With ever-advancing production technologies, this could mean more oil could potentially be recovered in the formation.” Ken Salazar USA Secretary of the Interior Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 64 of 77 The Development - Using Advanced Technology Page 5 Each mini hotel block contains 20 self-contained, fullyfurnished ensuite rooms. Investors may purchase individual rooms, or a block of 20. Each mini hotel comes with full, dedicated and professional management in place to provide a passive, “hands free” income for investors. The following specifications are all included in the investor purchase price. Small items, such as crockery and linen etc, are covered for the first 12 months after which the investor/owner may be required to contribute towards replacements. Two double, queen, or king beds Sitting room / bedroom En suite, fully-fitted bathroom Carpeting and flooring Ceiling fans Drapery hardware Attached lighting fixtures Two nightstands Coffee maker Microwave Two sets of crockery Bed linen Flat screen TV and cable Wifi internet ready Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 65 of 77 Financials - Providing a passive, annual income of up to 37% 1. This is very conservative, current accommodation in the area are achieving 95-98% occupancy and rates of $110 to $140 per night per room. 2. Full closing and purchasing costs are estimated at $1,955 for a single room/unit and $17,000 for a 20 room ‘mini hotel’ block. 3. The rental guarantee is optional and investors must indicate if they want to take advantage of this upon point of reservation. 3. Investors will receive 55% of the room revenue, with an additional cost being advertising for your single unit room (at $450 per year) or 20 room 'mini hotel' block (at $2,000 per year) via internet advertising and personal contacts with the relevant organisations and companies. Exit Strategies Page 6 23.5% Rental Guarantee From 1st February Cost per Block (20) Investor Price $50,000 $50,000 $960,000 Gross Total Rent N/A $32,850 $657,000 Rental To Investor $11,750 $18,068 $361,350 Marketing Costs N/A $450 $2,000 NET Annual Income $11,750 $17,618 $359,350 % Annual Return 23.5% 35% 37% 1. Long term hold Compared to the yields and returns offered by bank accounts and the volatility with stocks and shares, a passive, consistent rental income of up to 40% makes a tremendous return to hold for the long term. 2. Sell to investor / fund As a performing property asset achieving a massive yield and with an effective management company in place, this would be an extremely attractive sale to other investors or funds. 2. Buy a whole 20 unit mini hotel then convert Whilst you would need to buy an entire 20 room mini hotel or come to an arrangement with the other owners, these units could be converted into spacious apartments with high capital growth potential. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 66 of 77 Financials — Summary of costs CLOSING COSTS See below for the closing costs per unit detail. This has now been reduced dramatically to $1,955 rather than $3,500 ON-GOING COSTS 1. $450 p/annum marketing fee This fee is used to buy and place signage, adverts in the local papers around the county, direct marketing to oil companies and the website. The website will be an online management tool as well as a booking and payment site. Add to this the marketing of rooms and a portal to resell your unit should an investor wish to do so at any time during their ownership period. 2. $5.00 per night hold back ($1825 p/annum)** This will be used to pay for the investors insurance policy each month (this policy will be a house hazard policy with contents and personal liability), as well as the general upkeep of the property such as grass mowing, snow removing and gravel replacement, that comes with heavy winter snow removals. Decorating will be needed every few years. The hold back will be on a per block basis and held in the blocks account. It will be accounted for and receipted. Any funds remaining in the hold back will be the property of the owners of the units in the block. If a shortage occurs then the following month will top off the fund or the owners will pay the amount in. This should be a very rare occurrence but should be Stated. ** not included in the financial on page 6 TAXES Independent tax advise should be sought, however we can advise that state and federal tax will be circa 10% after deductible costs and filling fees, we anticipate an approx. figure of $1,000 USD p/annum. Cost of Unit Amount Title Documents $50,000.00 $800.00 Legal Management Agreement $50,000.00 $600.00 Corp Formation $200.00 Title Insurance $355.00 $ 1,955.00 Page 7 Single Owner Married Couple Income $17,618 $17,618 Less Depreciation $1,709 $1,709 Less Tax Filing Fees $256 $256 Net Income $15,653 $15,653 Less Tax Free Income $3,650 $7,300 Net Taxable Income $12,003 $8,353 Tax to Pay approx. $1,142 approx. $674 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 67 of 77 Reassurance and Security—providing peace of mind Page 5 Rental Income Supported By International Oil Companies It is common for large oil companies such as ExxonMobil, Chevron, Halliburton, Shell and BP to provide a housing and accommodation allowance for its workers and in many cases pays the owner direct. This is considered one of the perks of working on site on an oil field. This provides investors with safe and consistent rental income for the long term. A Professional, Legal Purchase Using Escrow Accounts All investor funds are held in a client escrow account and released to the developer only when they have reached each stage of the building of the mini hotels. This ensures safety and security of your funds at all times. 8 15,000 Workers Without Property Accommodation And Rising With such as huge amount of workers not being able to find suitable accommodation and sleeping in tents, trailer parks and even their own cars, there is a incredible demand for good quality, furnished accommodation which we are looking to meet with this unique investment. At the moment other developers are having a very difficult time building in the area because as soon as they send workers to build the site, their staff are poached by the oil companies who are able to offer them 3- 6 times higher salaries! By using cutting edge building technology, the developer is able to build the main structure offsite in Canada and simply assemble the mini hotels very quickly on site thus eliminating this problem. This not only ensures high occupancy rates but an almost completion free opportunity for long term rental income for investors. The Largest Oil Field In The USA With an estimated 24,000,000,000 barrels of oil available and more than Saudi Arabia and the UAE combined, this will bring incredible wealth to the area and provide long term job opportunities for 20-40 years as a minimum. This means your investment will provide long term passive income. Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 68 of 77 Purchase Process - A safe and transparent process The purchase process is designed to provide a seamless, safe and secure transparent process to ensure that investor’s funds are held securely in an escrow account until they are released to the developer upon completion of the stages outlined below. Copies of passport / ID and proof of address would be required at point of reservation. Complete reservation form, provide copy of passport and recent utility bill showing home address and pay reservation fee to escrow account (as specified on the reservation form) as well as the Finders fee. The developer will then issue you with a receipt. If purchasing a block, you should be sent your contract within a week or two of receipt of the reservation deposit and relevant paperwork as requested. If purchasing a single unit, or multiple units less than a ‘mini hotel’ block of 20 rooms, reservation fees are held in escrow until the whole block has been sold/reserved. Achieve massive annual yields of up to 37% with optional 23.5% rental guarantee for 4 years Located in the USA’s largest oilfield with an incredible shortage of property To find out more, or to reserve your high, passive income investment please... Call us on + 60 (0) 12 645 6100 or email us on info@propertyhorizons.co.uk Upon signing the purchase contract, the balance of the purchase price (plus closing costs) is to be paid into escrow and released to the developer upon completion of the following stages: a) 35% (plus closing costs) on signing of purchase contract. b) 35% on confirmation that the panels have been released from the factory. c) 30% on confirmation that the building is complete and ready for occupation. Page 9 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 69 of 77 FAQs Q1. What am I actually purchasing? A1. Investors are purchasing a fully furnished, high end en-suite room/unit in a mini hotel. Q2. Is there a reservation fee? A2. Yes. The reservation fee is $1000 USD for a single unit and $7,500 USD for a 20 room/unit ‘mini hotel’ block. This is held in escrow and credited against the total cost at completion / closing. A culmination minimum of 20 rooms/units must be purchased before any escrow funds are released. Q3. Who owns the land that the mini hotels are built on? A3. If you are purchasing the entire 20 room/unit mini hotel then you would be the freeholder of the land. If you are purchasing less than any entire mini hotel, then you would own 1/20th share of the freehold. Q4. Is planning permission needed to build the mini hotels? A4. Provided that the construction meets the North Dakota Building Code and the requirements set out by the utility companies, which it does, then planning permission is not required. Q5. Will there be any problems with ensuring that the units are connected to the full range of utilities? A5. No, please see Q4 above, The units will be fully integrated with all utilities such as electricity, telephone, water, sewage. Q6. Who is responsible for managing the mini hotels and paying the rental income? A6. The developer and their management company will handle all of the day to day running and management of the mini hotel to ensure that this is a passive and hands free investment for you. Rental income for a given month will be shared out equally amongst each investor and paid monthly direct into a bank account of your choice. Q7. How realistic is the 90% occupancy rate. A7. Extremely realistic! Current hotels and accommodation in the area are achieving on average 95-98% occupancy rates with some achieving 100% for the last 6 months, so we feel this 90% occupancy rate figure is on the cautious side. With 15,000 workers still with no permanent accommodation already and the number of workers exceeding the number of rooms, there is tremendous unmet demand for accommodation. Q8. How achievable is the $100 a night rental rates? A8. Again, this is very realistic. The majority of accommodation and rooms available that are achieving the 95-98% occupancy rates are charging and being booked at on average $110 to $140 a night. This means our figure of $100 should have no problem in attracting regular, long term and frequent tenants. Q9. How do the workers pay for their rooms? A9. In 95% of cases the large oil companies such as ExxonMobil, Chevron, Halliburton, Shell and BP provide a housing and accommodation allowance for its workers and in many cases pays the owner direct. This is considered one of the perks of working on site on an oil field and provides investors with long term, stable rental income. It is common for large oil companies such as ExxonMobil, Chevron, Halliburton, Shell and BP to provide a housing and accommodation allowance for its workers and in many cases Page 10 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 70 of 77 Number of units purchased Finders Fees Per Unit (+VAT) 1 £1,795 2-3 £1,595 4-6 £1,395 7-19 £1,195 20 Unit Mini Hotel £895 FAQs Q10. Who pays for the upkeep and maintenance of the building? A10. An ‘upkeep pool’ at a rate of $5 per night is required. This is accrued from rent paid to the management company, not as an additional investor cost. Any external damage (such as from weather conditions) is covered by master policy; and any internal tenant damage is paid for by the tenant or oil company. Q11. Does the developer have any competition in the area for these kinds of buildings? A11. Due to the developer being a specialist in this type of construction and having specialist knowledge and manufacturing techniques, they currently have no competition in this area. Traditional builders have significantly higher build costs and take significantly longer to build their sites and have exceptionally high wages that they have to pay because there is a shortage of workers. The cutting edge technology reduces overheads and costs and therefore ensures the returns are so large. Q12. What are the other additional costs involved with purchasing? A12. Closing costs are estimated at $1,955 for a single room/unit and $17,000 for a 20 room/unit ‘mini hotel’ block. Investors purchasing multiple units, but not a whole block, may receive a discount on the closing costs as stated above. Any over-payment of closing costs will be refunded. The property law in America requires that a fullyitemised breakdown of closing costs is supplied upon completion. Closing costs include: title insurance; title search; attorney fees, escrow fees, notary fees, wire fees, courier fees, property inspection, recording (local) fees, document preparation, appraisal fees, endorsements, transfer fees and property taxes. Q13. What is the finders fee on this investment opportunity? A13. We offer very competitive fees given the amount of time it has take to negotiate and structure this unique investment opportunity for our valued clients. We reward larger purchasers by offering significant discounts to our fees, please see below: Q14. Will I need a USA Lawyer / Attorney? A14. No you will not, investors use a title company who act as a licensed conveyancer, they produce and sign off the title/deed on the property. Page 11 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 71 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 72 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 73 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 74 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 75 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 76 of 77 Case 4:15-cv-00053-DLH-CSM Document 4-1 Filed 05/05/15 Page 77 of 77 |
| SEC
Complaint Return To Filings |
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NORTH DAKOTA Civil Action No.: ) UNITED STATES SECURITIES ) AND EXCHANGE COMMISSION, )) Plaintiff, )) v. )) NORTH DAKOTA DEVELOPMENTS, LLC, ) ROBERT L. GAVIN, and ) DANIEL J. HOGAN, )) Defendants, )) and )) NORTH DAKOTA DEVELOPMENTS ) PROPERTY MANAGEMENT LLC, ) GREAT AMERICAN LODGE LLC, ) NDD HOLDINGS 1 LLC, ) NDD HOLDINGS 2 LLC, ) NDD MODULAR LLC, ) AUGUSTA EXPLORATION, LLC, ) AMES ENGINEERING & DEVELOPMENT ) SERVICES LLC, and )) Relief Defendants. )) COMPLAINT As its Complaint, Plaintiff Securities and Exchange Commission alleges as follows: SUMMARY 1. This matter concerns an offering fraud and Ponzi scheme conducted by North Dakota Developments, LLC (“NDD”) and its owners Robert L. Gavin and Daniel J. Hogan. Since May 2012, Defendants have fraudulently raised over $62 million from hundreds of investors in various states in the U.S. and foreign countries through the sale of interests in the Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 1 of 25 2 development of short-term housing or “man camps” for workers in the Bakken oil field region of North Dakota and Montana. Defendants sold these interests in four NDD projects – Watford West, Montana, Watford East, and Transhudson. Watford West, the first project, was sold in three phases, with the first phase beginning in May, 2012. Defendants began selling the second and third phases of Watford West in November, 2012, and April, 2013. Defendants sold interests in the Montana project beginning in August 2013, interests in Watford East beginning in February, 2014, and Transhudson beginning in June 2014. Defendants are still selling interests in some of the projects. 2. The interest sold to investors by defendants were marketed as purchases of “units” in real estate developments, but the interests were managed collectively along with other investors’ interests and were securities under the federal securities laws. 3. Defendants, in written offering materials and through commissioned agents, represented to potential investors that investment in these man camp projects would provide exceptionally high annual returns, up to 42%, in the first year of the project. In addition, Defendants offered investors the option of receiving a “guaranteed” or “assured” annual return of up to 25% of the purchase price of their unit, without regard to actual rental income. As further inducement to invest, Defendants also promised investors that the various man camp projects would be operational in a very short time frame, often within months. 4. In reality, NDD, Gavin, and Hogan each knew that at least by late 2013 NDD’s first man camp project was significantly delayed and occupancy was low and that the remaining projects were delayed or not yet begun. As a result, Defendants promised returns were unreasonable after that time. Moreover, even at the present time, none of the projects is fully Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 2 of 25 3 operational and one of the projects offered does not even have governmental approval for construction to begin. 5. The only partially operational project, referred to as “Watford West,” has operated at a loss. However, despite Watford West’s lack of profits, Defendants have made Ponzi-style payments to investors in Watford West by paying investors “guaranteed returns” in the Watford West project using funds from investors in later NDD projects. Defendants have not paid any returns to investors in the other projects. 6. In addition, instead of developing the man camp projects as promised, Defendants misappropriated over $25 million of investor funds. NDD used these funds to pay undisclosed commissions to brokers, make payments to Hogan and Gavin, make investments in unrelated Bakken projects for Hogan and Gavin’s personal benefit, and make the Ponzi-like payments discussed above. 7. As part of the scheme, Defendants made material misrepresentations and omissions regarding the use of investor funds, the payment of commissions, and the return on the investment, directly to investors and indirectly to investors through agents they provided marketing materials and paid commissions. 8. As a result of the conduct described in this Complaint, Defendants directly or indirectly engaged in transactions, acts, practices, or courses of business that constitute violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (“Securities Act”) [15. U.S.C. §§ 77e(a), 77e(c), and 77q(a)] and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5]. Unless Defendants are restrained and enjoined, they will continue to engage in the transactions, acts, practices, and courses of business set forth in this Complaint, and will continue to violate of Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 3 of 25 4 Sections 5(a), 5(c), and17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. JURISDICTION AND VENUE 9. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. Defendants, directly or indirectly, made use of the means or instruments of transportation or communication in interstate commerce, the means and instrumentalities of interstate commerce, or of the mails, in connection with the acts, practices, and courses of business set forth in this Complaint. 10. Venue lies in this Court pursuant to Section 22(a) of the Securities Act and Section 27(a) of the Exchange Act. NDD resides within this district and certain of the acts, practices, transactions, and courses of business alleged in this Complaint occurred within the District of North Dakota. 11. In addition, the Court has personal jurisdiction over Defendants Gavin and Hogan because they traveled to this district, and conducted, and directed business through and on behalf of NDD in this district. DEFENDANTS AND RELATED ENTITIES 12. North Dakota Developments, LLC is a Delaware limited liability company registered to do business in North Dakota with the North Dakota Secretary of State and maintaining a place of business in Williston, North Dakota. NDD is a purported Bakken-area real estate developer. Gavin owns 80 percent of NDD, and Hogan owns 20 percent. NDD has never registered an offering of securities under the Securities Act or a class of securities under the Exchange Act. NDD has never been registered with the Commission in any capacity. Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 4 of 25 5 13. Robert L. Gavin (“Gavin”) is a resident of Kuala Lumpur, Malaysia. Gavin is a managing member, along with Hogan, of NDD and serves as NDD’s Chief Executive Officer (“CEO”). As majority owner, managing member, and CEO of NDD, Gavin exercised control over the management, general operations, and policies of NDD, as well as certain of the activities upon which NDD’s violations are based. In 2012 and 2013, Gavin traveled to North Dakota on behalf of NDD to establish NDD’s operations. Gavin directs NDD’s activities in North Dakota by the use of email and telephone calls made to NDD employees in North Dakota. In addition, Gavin has a home in Florida. Gavin also directly interacted with a U.S.-based agent hired to promote NDD’s securities, and drafted, reviewed, and approved materials used to solicit U.S. and foreign investors in NDD projects. Gavin is an authorized signatory on NDD’s U.S. bank accounts, directed Hogan to use investor funds to make payments from those accounts, and exercised ultimate authority over those bank accounts. Gavin also obtained compensation from NDD out of investor funds and authorized the misuse of investor funds, including executing various contracts that constituted the misappropriation of investor assets. 14. Daniel J. Hogan (“Hogan”) is a resident of the United Kingdom. Hogan is a managing member, along with Gavin, of NDD and serves as NDD’s Chief Operating Officer (“COO”). As owner, managing member, and COO of NDD, Hogan exercised control over the management, general operations, and policies of NDD, as well as certain of the activities upon which NDD’s violations are based. Hogan participated in in-person meetings in the United States with 15-20 investors, potential investors, and/or agents in NDD projects, provided training to NDD’s sales agents, reviewed and approved materials used to solicit investors in NDD projects, and exercised authority over NDD’s bank accounts and use of investor funds. Hogan also obtained compensation from NDD out of investor funds. Since 2013, Hogan has spent Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 5 of 25 6 approximately 75 percent of his time in North Dakota transacting business for himself and NDD. Hogan maintains personal bank accounts at financial institutions located in North Dakota. 15. Relief Defendants. Defendants created various U.S. entities through which they engaged in their scheme and transferred misappropriated assets and funds, including, but not limited to, North Dakota Developments Property Management, Great American Lodge, NDD Holdings 1, NDD Holdings 2, NDD Modular, and Ames Engineering & Development Services. Each of the foregoing entities are limited liability companies organized in North Dakota or authorized to do business in North Dakota and with a place of business in North Dakota. Defendants also transferred some investor funds to Augusta Exploration, LLC, a Montana limited liability company maintaining an office in Whitefish, Montana. Defendants exercised control over the management, general operations, and policies of each entity identified in this paragraph. FACTS NDD’s Offerings 16. From approximately May 2012 through the present, NDD raised over $62 million from hundreds of investors in over a dozen states in the United States and several other countries, including the United Kingdom, France, Spain, and Australia. 17. NDD obtained these funds by offering individuals the opportunity to invest in four temporary housing projects in the Bakken oil field region of North Dakota and Montana: • Watford West – a man camp using modular housing units on State Road 85 in Arnegard, North Dakota; • Montana – a man camp using modular housing units in Culbertson, Montana; Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 6 of 25 7 • Watford East – a proposed man camp using modular housing units east of Watford City, North Dakota on Route 23; and • Transhudson Hotel – a proposed hotel development also using modular construction on Route 23 in Parshall, North Dakota. 18. Watford West, the first project, was sold in three phases, with the first phase beginning in May, 2012. Defendants began selling the second and third phases of Watford West in November, 2012, and April, 2013. NDD sold interests in the Montana project beginning in August 2013, interests in Watford East beginning in February, 2014, and in Transhudson beginning in June 2014. NDD is still selling interests in some of the projects. 19. NDD marketed these projects through a website (nddgroup.com), print and online advertisements, email blasts, in-person meetings and seminars, conference calls, and flyers. NDD marketed the projects directly and through the use of agents who were paid commissions. The primary and standard marketing documents NDD used to solicit investors were offering materials in the form of “flyers” – colorful, glossy documents ranging from 10-20 pages that were distributed by email or available for download online. The flyers were project specific and separate flyers were used for each of the projects. The flyers were drafted, reviewed, and/or approved by Hogan and Gavin. 20. Although each of the projects was in a different location and marketed separately, the investment structure and the benefits to investors were presented in substantially similar fashion. Investors bought “units” in NDD’s projects motivated by the potential returns that NDD would provide from jointly managing all of the units in a fully-developed “man camp,” complete with amenities typically found in a hotel or motel. Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 7 of 25 8 21. The Watford West brochure projected first year investor income of 36% to 42% and average investor income over ten years of 48% to 56%. Later on, defendants continued to tout its “massive” annual returns from the Watford project, but also offered investors the option of a 23.5% guaranteed annual return for investment in the Watford West project. 22. Similarly, the Montana brochure projected first year investor income of 33% to 39% and average investor income over ten years of 46% to 55%. The Watford East brochure projected first year investor income of approximately 33%. In the Transhudson brochure, defendants promised investors a 20% guaranteed return, with a guaranteed buy-back of the investment after three years at the purchase price plus 10%. 23. The Montana, Watford East, and Transhudson brochures each touted NDD “success” with the Watford West project. They highlighted NDD’s rapid completion of the project and promised high occupancy and high rental rates to investors. 24. While NDD marketed their investments as purchases of “units” in real estate developments, as explained further below, the investments were in fact securities under the federal securities laws. 25. Although according to NDD investor “units” represented a fractional interest in a modular housing unit at one of the four sites developed by NDD, investors were never provided with a title or deed to the property evidencing their ownership. The purchase price for the units varied, but typically ranged from $50,000 to $90,000, in addition to a “booking fee” paid directly to NDD. 26. Investors agreed to transfer their investments in the man camp projects to an escrow agent in the United States. The marketing flyers stated that the funds would only be released to NDD in stages: 35 percent immediately; 35 percent when the unit was “ready to ship Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 8 of 25 9 from the factory”; and the final 30 percent when unit was placed on the site and “ready for occupation.” NDD represented to investors in marketing flyers that the escrow account process would add layer of security to the investment and ensure that funds were only released to NDD after it reached a project milestone. 27. At the same time as investors agreed to make their investment, they also executed a management agreement with NDD. NDD’s collective management of the units as an integrated man camp was an essential element of the investment. NDD “strongly recommend[ed]” that investors select NDD to manage the unit and created material restrictions on investors choosing to manage their own units. NDD required investors to pay a punitive “lease” payment to NDD, ostensibly for leasing the ground under their unit, of $24,000 per year; a fee that NDD waived if NDD managed the unit. Not surprisingly, every investor agreed to have NDD manage their units. 28. Under the management agreement, NDD agreed to pay either a fixed return to investors of up to 25 percent per year based on the purchase price of the unit – which NDD touted as “guaranteed” or “assured” – or a variable rate of return based on half of the gross rents collected by NDD. In marketing materials, NDD agreed to pay so-called “guaranteed” returns “regardless of the actual rental income received, whether higher or lower than the actual income derived from” investor units. 29. Investors agreeing to variable returns based on rental income expected to participate in profit-sharing or rental pooling. In the Watford West project, NDD has pooled the rental income among all units and paid it out to investors, pro rata. For the Montana and Watford East projects, NDD agreed to manage all of the units on the site collectively so that all units were rented for approximately the same number of nights at similar rates. The Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 9 of 25 10 Transhudson project provided only an “assured” return of 20%, unrelated to actual unit rental occupancy or rental rates. NDD’s Offering Materials Promised Exceptional Investment Returns 30. NDD enticed investors with remarkable claims regarding potential investment returns. These claims featured prominently and repeatedly on the marketing materials which were drafted, reviewed, and/or approved by Hogan and Gavin. For example, the first page of a Watford West flyer reads: Defendants later claimed in the same flyer that these projected returns were based on “pessimistic” assumptions. 31. In flyers for the Montana project, NDD touted the purported “success” of their first project (Watford West) and claimed that the “Investment Potential” of the project could yield “39% in one year.” NDD claimed the investment would “provide long term passive income.” NDD also told investors in flyers that the Montana project would be completed by April 2014. 32. Similarly, in flyers for the Watford East project, NDD touted their “significant success in 2013” and represented that investors could receive “up to 34% net in year one.” NDD claimed the project would provide “investors with credible and consistent rental income for the long term.” NDD also told investors in flyers that all necessary permits to build the project Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 10 of 25 11 “will be granted.” In emails to investors, NDD stated that a “conservative” completion date for the project was November 2014. 33. In the Watford East and Montana flyers, NDD claim that its projected investor returns were based on “very realistic” assumptions that the man camps would have 90% occupancy and charge approximately $140 per night. 34. Finally, in flyers for the Transhudson Hotel project, NDD promised not only attractive and “assured” returns but also promised to buy back investors’ units after three years at 110% of the original purchase price, claiming that it had a “large asset base” from which to buy back the units. Again touting its “significant success in 2013,” NDD stated the project would be “operational in summer 2015.” NDD’s Projects Are Delayed, Unprofitable, or Non-Existent 35. Far from examples of “success,” NDD’s projects range from disappointing and underperforming to non-existent. By at least the fall of 2013, Defendants knew that the Watford West project was suffering delays in construction and was significantly less profitable than expected. The Watford West project is still only partially operational. The Montana project has some units on-site but is not operational and has none of the promised amenities, such as food or laundry. The Transhudson project is in its initial stages – no units are on site or being manufactured. Finally, the Watford East project has not even started – there are no ground works, no units being manufactured, and no local government approval for the projects. In fact, local authorities have twice denied approval for the Watford East project, most recently in December 2014. 36. Despite the lack of progress and the substantial additional work required to bring the projects to completion, NDD had, as of February 2015, less than $100,000 in its operating Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 11 of 25 12 account, the account to which escrowed investor funds are transferred. NDD also owes various project vendors and contractors several hundred thousand dollars. Due to the non-payment of such vendors, the project properties are subject to construction liens. 37. The one project that is partially operational has performed poorly. Watford West has been beset by multiple project delays, cost overruns, and mismanagement. These problems have directly impacted the performance of the project. Occupancy rates for the operational portion of the project have been below what was provided investors. Likewise, the rates achieved have been below what was represented to investors. For example, during June 2014, Watford West was only 23% occupied and charged an average daily rate of $76 per night. In August 2014, occupancy was still low, at 30%, and with an average daily rate of $80 per night. 38. Although learning of significant delays and other problems by the fall of 2013, Defendants continued to represent in the marketing materials for the Montana, Watford East, and Transhudson projects that these projects would generate substantial annual returns in the first year of the investment. NDD, Gavin and Hogan each knew, or were reckless in not knowing, however, that NDD had experienced losses on NDD’s only previous project, Watford West. Given Defendants’ actual experience with Watford West, Defendants claims of significant returns for the Montana, Watford East, and Transhudson projects were unreasonable. 39. At the time Defendants represented in the marketing materials for the Montana, Watford East, and Transhudson projects that the projects would be completed by April 2014, November 2014, and Summer 2015, respectively, NDD, Gavin and Hogan each knew, or were reckless in not knowing, that NDD’s only previous project, Watford West, was significantly delayed and not fully operational. Given Defendants’ actual experience with Watford West, Defendants could not reasonably make a claim of the completion date for the later projects. Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 12 of 25 13 Defendants Misappropriated Investor Funds. 40. As stated above, investors deposit their funds into an escrow account in the United States. Investor funds are then transferred to NDD’s main operating bank account, which is in a North Dakota bank. Gavin and Hogan controlled this operating account and all other NDD bank accounts and therefore had access to and control over all of the investor funds. NDD had no internal controls over Hogan’s and Gavin’s use of investor funds and until recently NDD’s own accountants were not permitted to view activity in the NDD operating account. NDD accounting records are incomplete and the company has not tracked project expenses. 41. NDD received approximately $62 million from investors into the main U.S. operating account controlled by Gavin and Hogan, and less than $100,000 was left in the account in February 2015 despite the lack of progress on NDD’s projects. Rather than use investor funds on the man-camp projects, Defendants have misappropriated investor funds by spending it on unrelated projects for Hogan’s and Gavin’s benefit. 42. Defendants used $1.9 million of investor funds from its main operating account to finance an oil and gas project in the name of Augusta Exploration, LLC, of which NDD is a member. Defendants Hogan and Gavin authorized this misuse of funds. 43. Beginning in February, 2013, Defendants used at least $5.5 million of investor funds from its main operating account to engage in several real estate transactions in the U.S. unrelated to any investor project, including: • $1.65 million for the purchase of approximately 19 acres of land near Williston, North Dakota in the name of NDD Holdings 1 LLC. • $1.395 million for the purchase of approximately 2.3 acres of land in Williston, North Dakota in the name of NDD Holdings 1 LLC. Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 13 of 25 14 • $1.19 million in connection with a lease-to-own real estate transaction in Trenton, North Dakota. In connection with this transaction, Defendants made certain additional payments of at least $250,000 through Great American Lodge, LLC, an entity under Hogan and Gavin’s control. • $686,000 for the purchase of land for a single-family residential development called Horizon Ridge in the name of NDD Holdings 2 LLC. • $500,000 for the purchase of real estate and inventory in Central City, Nebraska in the name of NDD Modular, LLC Defendants Hogan and Gavin are the beneficial owners of these projects and authorized this misuse of funds. 44. Defendants also used $500,000 to fund an engineering company, Ames Engineering & Development Services, LLC. 45. Defendants also misappropriated over $1.3 million for their direct personal benefit. Hogan transferred over $1 million from the NDD operating account to his personal account in the United States and transferred $350,000 from NDD’s operating account to a bank account in Malaysia for Gavin’s benefit. 46. In addition, Defendants have spent at least $2.2 million of investor funds on items characterized by NDD as administrative overhead, including over $1.97 million transferred from NDD’s U.S. operating account into bank accounts in the United Kingdom in the name of NDD UK. These funds were used, among other things, to provide additional compensation to Gavin and Hogan and pay commissions to NDD employees for raising money for NDD’s projects. Hogan also spent almost $250,000 from the NDD operating account on meals, alcohol, Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 14 of 25 15 entertainment, and other expenses while working in the United States, even though inadequate accounting records exist to substantiate the business purpose of these amounts. 47. Defendants never disclosed to any investor that investor funds would be diverted to fund other projects beneficially owned by Gavin and Hogan. Such information would have been material to investors. 48. After early 2014, when Defendants represented in the offering materials that NDD would provide a guaranteed and/or variable returns, NDD, Gavin and Hogan each knew, or were reckless in not knowing, that the projects would not or did not generate sufficient investment return to pay investors and that Defendants had, in fact, misappropriated investor funds. Defendants Paid Over $10 Million in Undisclosed Commissions. 49. Defendants used agents to procure investor funds for their scheme. NDD provided agents with marketing materials for use in soliciting investors. NDD would pay agents a minimum of 10 percent, and depending on the amount of money raised by the agent, up to 20 percent. NDD would pay the agents in stages, as funds were disbursed from escrow to NDD. Over the course of their scheme, NDD paid over $10.3 million to agents, or approximately 16.5 percent of the total investor proceeds received. Defendants did not disclose to investors in the offering materials or otherwise that it paid commissions, nor did Defendants instruct agents to disclose commissions to investors. Disclosure of the payment of Commissions from investors funds would have been material to investors. Defendants Made Ponzi-Like Payments to Early Stage Investors 50. The Watford West project has been operating at a loss. As such, the Watford West project has not generated the profits necessary to pay the promised, “guaranteed” returns to investors. To make up that shortfall, NDD has transferred money from the primary NDD Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 15 of 25 16 operating account, containing money from later stage investors, to accounts in the name of North Dakota Developments Property Management LLC in order to pay returns to early stage investors. Upon information and belief, over $2.4 million in funds from later stage investors have been used by NDD to pay returns to investors in the Watford West project. However, now that NDD has run out of money and Watford West is unprofitable, NDD is no longer paying Watford West investors their “guaranteed” returns. 51. After early 2014, when Defendants represented that NDD would provide guaranteed returns, NDD, Gavin, and Hogan each knew, or were reckless in not knowing, that the projects would not or did not generate sufficient profits to pay investors and that Defendants had, in fact, made Ponzi-like payments to early stage investors. Defendants Misappropriated Money From Escrow. 52. Defendants claimed in flyers that their investment process was “transparent” and “secure” and that NDD would only receive funds from escrow upon meeting certain milestones. The use of escrow, maintained by a United States law firm in a United States bank account, was touted by NDD as an added layer of protection for investors. 53. NDD told investors that their second installment of the purchase price would only be released to NDD when investors’ units were “ready to ship from the factory.” NDD also told investors that the final portion of the purchase price would only be released to NDD when the unit was placed on the site and “ready for occupation.” 54. Contrary to NDD’s representations, Defendants caused second and third stage disbursements from escrow even though units were not “ready to ship” or “ready for occupation.” For example, several second stage payments were made for the Montana project even though the units were not ready to ship from the factory. Further, several third stage Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 16 of 25 17 payments have been made for the Watford West project even though the units do not have electricity and do not have a certificate of occupancy from the local authorities and, therefore, are not “ready for occupation.” Defendants caused the early disbursements from escrow by making false statements to the escrow agent regarding project status. The amount prematurely released from escrow appears to exceed $1 million. 55. At the time Defendants represented in the offering materials that NDD would only receive funds from escrow upon meeting certain milestones, NDD, Gavin, and Hogan each knew, or were reckless in not knowing, that NDD either planned to or, in fact, had misappropriated escrow funds. Defendants Perpetuated the Fraud Through Lulling Tactics. 56. As Defendants’ scheme began to unravel, Defendants engaged in conduct designed to “lull” investors; tempering complaints and reducing requests for refunds. First, Defendants purported to make “rebate” payments to certain investors to compensate them for delays in the projects. Second, Defendants offered to transfer investors in later, un-started projects such as Watford East into a different project referred to as the Bakken Base Camp (“BBC”) which is an operational man in North Dakota owned by a third party. NDD, however, does not own the BBC and the occupancy and average daily rates of the BBC are substantial lower than those touted in the original projects sold to investors. Gavin and Hogan Made Material Misrepresentations and Omissions 57. As the owners, managing members, and senior-most officers of NDD, Gavin and Hogan exercised ultimate authority over the content and distribution of the investment documents used by NDD, including the marketing flyers. Gavin and Hogan authored, reviewed, authorized, and/or distributed the various offering materials transmitted directly to investors or Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 17 of 25 18 indirectly to investors through agents. In those documents, Defendants made material misrepresentations and omissions regarding the use of investor funds, the payment of commissions, and the return on the investment, directly to investors and indirectly to investors through agents they provided marketing materials and paid commissions. 58. Hogan personally participated in in-person meetings in the United States with 15- 20 investors, potential investors, and/or agents. Hogan also provided sales training to NDD’s agents. Furthermore, Hogan participated in conference calls with investors about NDD projects. Gavin personally participated in multiple in-person investor seminars for NDD. Gavin also communicated directly with an NDD sales agent in the United States. 59. Gavin and Hogan knew, or were reckless in not knowing, that NDD’s marketing materials were false and misleading. Gavin and Hogan controlled NDD’s operations and its bank accounts. Gavin and Hogan knew they had misappropriated investor funds and made Ponzi-like payments, and that Watford West was delayed and unprofitable. Gavin and Hogan Engaged in a Scheme to Defraud. 60. Gavin and Hogan engaged in deceptive acts and a course of business that operated as a fraud. Gavin and Hogan engaged in the following acts in furtherance of the fraudulent scheme: • Gavin and Hogan misappropriated investor funds for personal use; • Gavin and Hogan cause NDD to make Ponzi-like payments to early stage investors; and • Gavin and Hogan caused money to be taken from escrow early; Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 18 of 25 19 NDD’s Offerings Were Securities and Were Not Registered with the SEC or Exempt From Registration. 61. The definition of a “security” under Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section 3(a)(10) of the Exchange Act [15 U.S.C. § 77c(a)(10)] includes “any. . . participation in any profit-sharing agreement [or] . . . investment contract.” 62. The NDD projects are securities under the Securities Act and the Exchange Act. The projects are “investment contracts” as defined by Section 2(a)(1) of the Securities Act and Section 3(a)(10) of the Exchange Act. The projects are also investment contracts because investors made an investment of money in a common enterprise, with an expectation of profits to be derived solely from the efforts of NDD. NDD markets the projects as “investments.” 63. NDD’s offering has raised approximately $62 million from hundreds of investors, including over $10 million from over 100 investors in several states. 64. Individual investors sent money to NDD with the expectation of sharing in profits from NDD’s real estate development activities. Consistent with the management agreements signed by investors, investors expected that NDD would pool investor funds to develop the projects, manage investor units collectively once the project was operational, and distribute profits based on the project’s overall success. NDD also promised investors returns “regardless of the actual rental income received, whether higher or lower than the actual income derived from the” unit. 65. The investment contract was structured by NDD to ensure that no investor choose to manage their own unit. NDD “strongly” recommended investors selected NDD to manage the unit and required that that investors pay a punitive “lease” payment for renting the ground under their unit, a payment that was waived if an investor agreed to have NDD manage the unit. Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 19 of 25 20 Furthermore, NDD’s promise of “guaranteed” returns was only available if NDD managed the unit. Every investor selected NDD to manage their unit. 66. Investors expected the profits to come solely from NDD’s real estate development and management activities. The investors were not required or expected to do anything besides provide funds in order to receive their returns. NDD described investors’ roles as “passive” in marketing materials. 67. Defendants offered and sold securities to investors in the United States using the means or instruments of interstate commerce including but not limited to telephones, the Internet, and the mails. 68. NDD securities were offered and sold to unaccredited and unsophisticated investors in the United States, and Defendants did not have reasonable basis to believe that all NDD investors in the United States were accredited and sophisticated. 69. NDD failed to provide U.S. investors with the information required under Rule 502(b) of Regulation D [17 C.F.R. § 230.502(b)], including an audited balance sheet. 70. NDD did not have a pre-existing substantive relationship with each U.S. investor, and, therefore, engaged in a general solicitation. 71. NDD’s offering has never been registered with the SEC, or any state securities authority. FIRST CLAIM FOR RELIEF Fraud: Section 10(b) of the Exchange Act and Rule 10b-5 [15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5 (All Defendants) 72. The preceding factual allegations are hereby realleged and incorporated by reference. Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 20 of 25 21 73. By engaging in the conduct described above Defendants directly or indirectly, acting with scienter, by use of the means or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities exchange, in connection with the purchase or sale of a security: employed devices, schemes or artifices to defraud; made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaged in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon another person. 74. By reason of the foregoing, Defendants each violated, and, unless restrained and enjoined, will continue to violate Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. SECOND CLAIM FOR RELIEF Fraud: Control Person Liability Under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] for NDD’s Violations of Section 10(b) of the Exchange Act and Rule 10b-5 [15 U.S.C. §§ 78j(b) and 17 C.F.R. § 240.10b-5] (Gavin and Hogan, Alternatively) 75. The preceding factual allegations are hereby realleged and incorporated by reference. 76. NDD, directly or indirectly, acting with scienter, by use of the means or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities exchange, in connection with the purchase or sale of a security: (a) employed devices, schemes or artifices to defraud; (b) made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (c) engaged in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon another person. 77. Gavin, as managing member, CEO, and majority owner of NDD, and Hogan, as managing member, COO, and owner of NDD, exercised control over the management, general operations, and policies of NDD, as well as the specific activities upon which NDD’s violations Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 21 of 25 22 are based. 78. By reason of the foregoing, Gavin and Hogan are each liable as control persons under Section 20(a) of the Exchange Act for NDD’s violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. THIRD CLAIM FOR RELIEF Fraud: Aiding and Abetting NDD’s Violations of Section 10(b) of the Exchange Act and Rule 10b-5 [15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5] (Gavin and Hogan, Alternatively) 79. The preceding factual allegations are hereby realleged and incorporated by reference. 80. NDD, directly or indirectly, acting with scienter, by use of the means or instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities exchange, in connection with the purchase or sale of a security,: employed devices, schemes or artifices to defraud; made untrue statements of material fact or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaged in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon another person. 81. By engaging in the conduct described above, Gavin and Hogan each aided and abetted the fraud violations of NDD, in that they knowingly or recklessly provided substantial assistance to NDD in committing these violations. 82. By reason of the foregoing, Gavin and Hogan have each aided and abetted and, unless restrained and enjoined, will continue to aid and abet, NDD’s violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) and (c) thereunder. Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 22 of 25 23 FOURTH CLAIM FOR RELIEF Fraud in the Offer or Sale of Securities in Violation of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] (All Defendants) 83. The preceding factual allegations are hereby realleged and incorporated by reference. 84. By engaging in the conduct described above, NDD, Gavin, and Hogan have, directly or indirectly, in the offer or sale of securities, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, employed a device, scheme or artifice to defraud with scienter; obtained money or property by means of an untrue statement of material fact or omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaged in transactions, practices, or courses of business that operated or would operate as a fraud or deceit upon the purchasers of such securities.. 85. By reason of the foregoing, NDD, Gavin, and Hogan violated and, unless restrained and enjoined, will continue to violate Section 17(a)(1) of the Securities Act. FIFTH CLAIM FOR RELIEF Fraud: Aiding and Abetting NDD’s Violations of Section 17(a) of the Securities Act [15 U.S.C. sec. 77q(a)] (Gavin and Hogan, Alternatively) 86. The preceding factual allegations are hereby realleged and incorporated by reference. 87. NDD, directly or indirectly, in the offer or sale of securities, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, employed a device, scheme or artifice to defraud with scienter; obtained money or property by means of an untrue statement of material fact or omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 23 of 25 24 not misleading; or engaged in transactions, practices, or courses of business that operated or would operate as a fraud or deceit upon the purchasers of such securities. 88. By engaging in the conduct described above, Gavin and Hogan each aided and abetted the offering fraud violations of NDD, in that they knowingly or recklessly provided substantial assistance to NDD in committing these violations. 89. By reason of the foregoing, Gavin and Hogan, and each of them, have aided and abetted and, unless restrained and enjoined, will continue to aid and abet, NDD’s violations of Section 17(a) of the Securities Act. SIXTH CLAIM FOR RELIEF Sale of Unregistered Securities Violations of Securities Act Sections 5(a) and (c) [15 U.S.C. §§ 77e(a), 77e(c)] (All Defendants) 90. The preceding factual allegations are re-alleged and incorporated herein by reference. 91. Defendants, directly or indirectly, by use of the means or instrumentalities of interstate commerce or by use of the mails, offered and sold securities or carried or caused such securities to be carried through the mails or in interstate commerce, for the purpose of sale or delivery after sale, when no registration statement had been filed or was in effect as to such securities. 92. By reason of the foregoing, Defendants violated, and unless enjoined will continue to violate, Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a), 77e(c)]. PRAYER FOR RELIEF WHEREFORE, the Plaintiff Securities and Exchange Commission respectfully requests that the Court: Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 24 of 25 25 I. Find that each of the Defendants committed the violations alleged in this Complaint; II. Enter preliminary and permanent injunctions, in a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, temporarily and permanently restraining and enjoining each of the Defendants from violating, directly or indirectly, the laws and rules alleged in this Complaint; III. Order that each of the Defendants disgorge any and all ill-gotten gains, together with preand post-judgment interest, derived from the improper conduct set forth in this Complaint; IV. Order that each of the Defendants pay civil money penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)] in an amount to be determined by the Court, plus post-judgment interest; V. Order such other relief as this Court may deem just or appropriate. Respectfully submitted May 5, 2015. s/Polly A. Atkinson Polly A. Atkinson Attorney for Plaintiff U.S. Securities and Exchange Commission 1961 Stout Street, Suite 1700 Denver, CO 80294-1961 (303) 844-1000 Fax No. (303) 297-3529 atkinsonp@sec.gov Case 4:15-cv-00053-DLH-CSM Document 1 Filed 05/05/15 Page 25 of 25 CIVIL COVER SHEET (SEE INSTRUCTIONS ON NEXT PAGE OF THIS FORM.) I. (a) PLAINTIFFS DEFENDANTS (b) (EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY) (c)(Firm Name, Address, and Telephone Number) (If Known) II. BASIS OF JURISDICTION(Place an “X” in One Box Only) III. CITIZENSHIP OF PRINCIPAL PARTIES (Place an “X” in One Box for Plaintiff (For Diversity Cases Only) and One Box for Defendant) PTF DEF PTF DEF (U.S. Government Not a Party) (Indicate Citizenship of Parties in Item III) IV. NATURE OF SUIT(Place an “X” in One Box Only) CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES PERSONAL INJURY PERSONAL INJURY PROPERTY RIGHTS LABOR SOCIAL SECURITY PERSONAL PROPERTY REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS FEDERAL TAX SUITS Habeas Corpus: IMMIGRATION Other: V. ORIGIN(Place an “X” in One Box Only) (specify) VI. CAUSE OF ACTION (Do not cite jurisdictional statutes unless diversity) VII. REQUESTED IN COMPLAINT: CLASS ACTION DEMAND $ JURY DEMAND: VIII. RELATED CASE(S) IF ANY (See instructions): FOR OFFICE USE ONLY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Polly A. Atkinson, U.S. Securities and Exchange Commission 1961 Stout Street, Suite 1700, Denver CO 80294-1961 303-844-1000 North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan, Defendants and North Dakota Developments Property Management, LLC, Great American Lodge LLC et al. Relief Defendants. Williams, North Dakota Unknown 15 U.S.C. § 77t(d), 15 U.S.C. § 78u(d); 17 C.F.R. § 240.10b-5 Securities Fraud May 5, 2015 s/ Polly A. Atkinson Case 4:15-cv-00053-DLH-CSM Document 1-1 Filed 05/05/15 Page 1 of 1 |
| Annie
Romero Declaration Return To Filings |
| 1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NORTH DAKOTA Civil Action No.: ) UNITED STATES SECURITIES ) AND EXCHANGE COMMISSION, )) Plaintiff, )) v. )) NORTH DAKOTA DEVELOPMENTS, LLC, ) ROBERT L. GAVIN, and ) DANIEL J. HOGAN, )) Defendants, )) and )) NORTH DAKOTA DEVELOPMENTS ) PROPERTY MANAGEMENT LLC, ) GREAT AMERICAN LODGE LLC, ) NDD HOLDINGS 1 LLC, ) NDD HOLDINGS 2 LLC, ) NDD MODULAR LLC, ) AUGUSTA EXPLORATION, LLC, ) AMES ENGINEERING & DEVELOPMENT ) SERVICES LLC, and )) Relief Defendants. ) ) DECLARATION OF ANNE C. ROMERO I, Anne C. Romero, do hereby declare under penalty of perjury, in accordance with 28 U.S.C. § 1746, that the following statements are true and correct, and that I am over the age of 18 years of age and I am competent to testify to the matters stated herein: 1. I am a CPA licensed in Colorado since March 1995. I have been employed by the Denver Regional Office of the U.S. Securities and Exchange Commission ("SEC") in the Division of Enforcement since November 1999. Among other things, the federal securities laws authorize the SEC to conduct investigations to determine whether the federal securities laws Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 1 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 2 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 3 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 4 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 5 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 6 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 7 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 8 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 9 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 10 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 11 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 12 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 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4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 28 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 29 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 30 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 31 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 32 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 33 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 34 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 35 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 36 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 37 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 38 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 39 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 40 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 41 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 42 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 43 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 44 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 45 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 46 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 47 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 48 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 49 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 50 of 98 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 51 of 98 Page 1 of 47 Date Subtotal Total Payor/Payee Description Investor Proceeds 9/14/2012 147,382.00 REDACTED 9/24/2012 115,216.00 REDACTED 10/18/2012 6 0,706.00 REDACTED 10/31/2012 6 3,958.00 REDACTED 12/5/2012 173,414.00 REDACTED 12/12/2012 221,827.50 REDACTED 12/21/2012 145,431.00 REDACTED 1/11/2013 239,053.00 REDACTED 1/22/2013 3 3,659.00 REDACTED 1/25/2013 647,650.00 REDACTED 2/15/2013 180,252.90 REDACTED 3/4/2013 186,510.00 REDACTED 3/15/2013 108,187.80 REDACTED 3/22/2013 9 9,026.90 REDACTED 3/28/2013 7 1,380.90 REDACTED 4/5/2013 4 9,974.90 REDACTED 4/12/2013 422,156.80 REDACTED 4/26/2013 201,654.52 REDACTED 5/3/2013 9 1,228.50 REDACTED 5/9/2013 3 3,279.00 REDACTED 5/17/2013 185,536.50 REDACTED 5/24/2013 231,307.00 REDACTED 5/31/2013 169,729.07 REDACTED 6/7/2013 3 3,299.00 REDACTED 6/21/2013 116,056.00 REDACTED 7/3/2013 225,000.00 Transfer from NDD Wells Fargo 7511 7/12/2013 191,153.50 REDACTED 7/19/2013 7 8,175.00 REDACTED 7/26/2013 616,994.40 REDACTED 8/2/2013 482,741.50 REDACTED 8/7/2013 139,432.50 REDACTED 8/16/2013 331,036.50 REDACTED 8/20/2013 360,000.00 Transfer from NDD Wells Fargo 7511 8/23/2013 848,423.50 REDACTED 8/30/2013 1 ,119,267.16 REDACTED 9/6/2013 649,385.20 REDACTED EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 52 of 98 Page 2 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 9/13/2013 673,687.00 REDACTED 9/20/2013 821,437.50 REDACTED 9/23/2013 221,000.00 Transfer from NDD Wells Fargo 7511 9/27/2013 407,352.40 REDACTED 10/4/2013 803,997.66 REDACTED 10/18/2013 409,603.88 REDACTED 10/23/2013 349,212.90 REDACTED 10/25/2013 1 ,048,857.00 REDACTED 10/29/2013 1 ,505,585.00 REDACTED 11/1/2013 2 ,427,400.60 REDACTED 11/8/2013 864,694.00 REDACTED 11/18/2013 977,106.50 REDACTED 11/22/2013 828,630.00 REDACTED 12/6/2013 675,922.75 REDACTED 12/13/2013 342,468.00 REDACTED 12/23/2013 143,209.50 REDACTED 12/27/2013 7 3,426.50 REDACTED 1/10/2014 725,397.14 REDACTED 1/21/2014 504,769.00 REDACTED 1/28/2014 970,205.63 REDACTED 1/31/2014 1 ,436,224.50 REDACTED 2/7/2014 472,182.00 REDACTED 2/14/2014 1 ,484,344.65 REDACTED 2/21/2014 675,931.00 REDACTED 3/4/2014 823,399.20 REDACTED 3/11/2014 759,860.00 REDACTED 3/19/2014 568,360.00 REDACTED 3/24/2014 406,003.46 REDACTED 3/28/2014 537,706.00 REDACTED 4/4/2014 834,858.00 REDACTED 4/11/2014 991,190.73 REDACTED 4/16/2014 438,526.75 REDACTED 4/25/2014 852,902.00 REDACTED 4/25/2014 1 ,000,000.00 Transfer from NDD Wells Fargo 7511 5/2/2014 775,379.50 REDACTED 5/9/2014 801,656.50 REDACTED 5/16/2014 2 ,569,658.00 REDACTED 5/23/2014 1 ,022,549.00 REDACTED Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 53 of 98 Page 3 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 5/30/2014 883,558.97 REDACTED 6/6/2014 530,109.50 REDACTED 6/16/2014 583,349.00 REDACTED 6/20/2014 1 ,009,233.00 REDACTED 6/30/2014 1 ,659,333.86 REDACTED 7/9/2014 1 ,200,000.00 Transfer from NDD Wells Fargo 7511 7/9/2014 1 ,000,000.00 Transfer from NDD Wells Fargo 7511 7/11/2014 770,234.74 REDACTED 7/18/2014 886,264.50 REDACTED 7/24/2014 572,792.00 REDACTED 8/4/2014 405,323.50 REDACTED 8/15/2014 771,114.36 REDACTED 8/29/2014 246,857.00 REDACTED 9/5/2014 420,971.00 REDACTED 9/12/2014 422,935.00 REDACTED 9/22/2014 156,424.30 REDACTED 9/22/2014 1 ,328,907.00 REDACTED 9/26/2014 8 7,300.00 REDACTED 9/26/2014 327,780.00 REDACTED 10/1/2014 119,747.50 REDACTED 10/1/2014 158,572.50 REDACTED 10/9/2014 410,100.58 Transfer from NDD Wells Fargo 3918 10/9/2014 500,425.88 Transfer from NDD Wells Fargo 7511 10/10/2014 124,366.50 REDACTED 10/10/2014 846,525.00 REDACTED 10/17/2014 248,303.50 REDACTED 10/17/2014 912,807.50 REDACTED 10/24/2014 424,892.50 REDACTED 10/24/2014 438,113.49 REDACTED 10/31/2014 348,526.51 REDACTED 10/31/2014 9 4,527.50 REDACTED 11/7/2014 256,520.50 REDACTED 11/7/2014 185,830.00 REDACTED 11/14/2014 328,779.00 REDACTED 11/19/2014 9 0,000.00 Tranfer from Wells Fargo 3918 11/19/2014 1 3,050.00 Tranfer from Wells Fargo 7511 11/21/2014 130,130.00 REDACTED 11/21/2014 8 1,694.00 REDACTED Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 54 of 98 Page 4 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 12/5/2014 6 5,565.00 REDACTED 12/5/2014 435,333.00 REDACTED 12/9/2014 2 6,882.00 Tranfer from Wells Fargo 3918 12/9/2014 161,735.00 Tranfer from Wells Fargo 7511 12/12/2014 188,635.02 REDACTED 12/12/2014 163,193.23 REDACTED 12/18/2014 9 0,707.50 REDACTED 12/18/2014 754,039.50 REDACTED 1/9/2015 114,100.00 REDACTED 1/9/2015 273,078.00 REDACTED 1/23/2015 380,631.50 REDACTED 1/30/2015 274,319.50 REDACTED 2/6/2015 428,178.50 REDACTED 2/6/2015 1 2,645.00 Transfer from NDD Wells Fargo 7511 2/6/2015 3 0,905.00 Transfer from NDD Wells Fargo 3918 2/13/2015 6 5,565.00 REDACTED 2/20/2015 6 8,783.50 REDACTED $ 6 2,803,876.24 Commission Payments to Various Parties 1/31/2014 8 1,173.95 21st Century MB Commissions 3/6/2014 2 9,029.82 21st Century MB Commissions 3/31/2014 1 3,100.38 21st Century MB Commissions 6/6/2014 1 4,537.02 21st Century MB Commissions 6/18/2014 4,302.31 21st Century MB Commissions 6/25/2014 2 7,513.88 21st Century MB Commissions 8/7/2014 7,482.13 21st Century MB Commissions 8/18/2014 3 4,726.25 21st Century MB Commissions 9/11/2014 3 5,725.90 21st Century MB Commissions 11/1/2013 3,471.50 7-Heaven Investments Commissions 4/30/2014 2,423.25 7-Heaven Investments Commissions 5/16/2014 1,473.50 7-Heaven Investments Commissions 5/22/2014 2,423.25 7-Heaven Investments Commissions 2/11/2015 1,057.12 Abbas Rajput / Malaka Tolba Commissions 2/11/2015 1,055.45 Adrian Seng Yee Pong Commissions 2/11/2015 736.38 Aik Khai Heng Commissions 1/21/2014 7,668.00 Albany Hill Commissions 2/10/2014 7,668.00 Albany Hill Commissions Total Investor Proceeds Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 55 of 98 Page 5 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 7/7/2014 1,723.25 All LocationsLtd Commissions 2/18/2014 1,898.50 Amazing American Homes Commissions 4/24/2014 1,898.25 Amazing American Homes Commissions 6/3/2014 4,171.50 American Properties International LLC Commissions 9/24/2014 2,423.25 American Properties International LLC Commissions 5/13/2013 1,723.25 Anatoly Pikovsky Commissions 6/25/2013 9,414.50 Anatoly Pikovsky Commissions 11/5/2013 4,020.50 Anatoly Pikovsky Commissions 11/15/2013 2,737.75 Anatoly Pikovsky Commissions 1/31/2014 1 1,514.50 Anatoly Pikovsky Commissions 3/13/2014 1 1,514.50 Anatoly Pikovsky Commissions 10/2/2014 3,700.48 Anatoly Pikovsky Commissions 2/11/2015 386.22 Andre H Martinache Commissions 6/16/2014 400.00 Anthony Casende Commissions 8/28/2013 6,968.00 The Asgard Foundation Commissions 10/3/2013 6,968.00 The Asgard Foundation Commissions 11/25/2013 2,211.80 The Asgard Foundation Commissions 1/2/2014 1 1,514.50 The Asgard Foundation Commissions 2/10/2014 1 1,514.50 The Asgard Foundation Commissions 5/16/2014 4,022.00 The Asgard Foundation Commissions 9/22/2014 8,965.00 Asset Property Investments Commissions 2/11/2015 3,770.31 Audrey Mercieca Commissions 3/31/2014 1,898.50 Augusto Bittencourt Commissions 5/22/2014 1,163.25 Augusto Bittencourt Commissions 6/5/2013 5,000.00 Bailly, Eide Commissions 8/8/2013 3 3,155.00 Bailly, Eide Commissions 10/22/2013 5,685.00 Bailly, Eide Commissions 2/11/2015 696.86 Baiping Guo Commissions 2/11/2015 747.43 Berd Madjid Commissions 3/5/2013 1,548.24 Best Overseas Property Investments Ltd Commissions 4/17/2013 1,548.25 Best Overseas Property Investments Ltd Commissions 5/1/2013 1,548.25 Best Overseas Property Investments Ltd Commissions 5/21/2013 1,552.26 Best Overseas Property Investments Ltd Commissions 7/29/2013 3,471.50 Best Overseas Property Investments Ltd Commissions 8/27/2013 1 3,494.24 Best Overseas Property Investments Ltd Commissions 9/23/2013 1 3,494.24 Best Overseas Property Investments Ltd Commissions 10/8/2013 1 5,709.25 Best Overseas Property Investments Ltd Commissions 11/4/2013 1 4,785.76 Best Overseas Property Investments Ltd Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 56 of 98 Page 6 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 11/29/2013 3 4,067.39 Best Overseas Property Investments Ltd Commissions 12/20/2013 1 5,360.99 Best Overseas Property Investments Ltd Commissions 1/21/2014 7,668.01 Best Overseas Property Investments Ltd Commissions 2/3/2014 1,323.49 Best Overseas Property Investments Ltd Commissions 2/13/2014 1 3,458.00 Best Overseas Property Investments Ltd Commissions 2/24/2014 2 5,820.30 Best Overseas Property Investments Ltd Commissions 2/26/2014 4,926.70 Best Overseas Property Investments Ltd Commissions 3/20/2014 3,820.99 Best Overseas Property Investments Ltd Commissions 3/31/2014 3,821.50 Best Overseas Property Investments Ltd Commissions 4/17/2014 6,718.26 Best Overseas Property Investments Ltd Commissions 4/30/2014 3,821.49 Best Overseas Property Investments Ltd Commissions 5/29/2014 4,871.51 Best Overseas Property Investments Ltd Commissions 7/23/2014 4,871.50 Best Overseas Property Investments Ltd Commissions 9/18/2014 4,434.88 Best Overseas Property Investments Ltd Commissions 2/2/2015 3,297.00 Best Overseas Property Investments Ltd Commissions 7/7/2014 1 6,061.50 Bicalho&Associados Commissions 7/22/2014 6,968.00 Bicalho&Associados Commissions 8/1/2014 4,171.50 Bicalho&Associados Commissions 8/19/2014 1 0,464.40 Bicalho&Associados Commissions 9/18/2014 3,647.38 Bicalho&Associados Commissions 4/10/2013 1,456.00 Blizkovsky, Petr Commissions 5/15/2013 1,456.00 Blizkovsky, Petr Commissions 6/10/2013 1,481.00 Blizkovsky, Petr Commissions 7/11/2013 1,434.00 Blizkovsky, Petr Commissions 11/8/2013 1,621.50 Blizkovsky, Petr Commissions 5/16/2014 1,008.00 Blizkovsky, Petr Commissions 7/29/2013 1 1,947.25 Currency Solutions Commissions 8/9/2013 1 5,244.62 Currency Solutions Commissions 8/27/2013 7,687.24 Currency Solutions Commissions 9/9/2013 7,712.24 Currency Solutions Commissions 10/3/2013 4,364.88 Currency Solutions Commissions 12/10/2013 3 9,726.15 Currency Solutions Commissions 1/31/2014 5,594.88 Currency Solutions Commissions 4/24/2014 1 9,232.75 Currency Solutions Commissions 5/9/2014 4,171.50 Currency Solutions Commissions 5/13/2014 7,318.88 Currency Solutions Commissions 5/21/2014 1 4,662.75 Currency Solutions Commissions 6/17/2014 7,668.00 Currency Solutions Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 57 of 98 Page 7 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 7/7/2014 1 1,515.38 Currency Solutions Commissions 7/21/2014 1,599.88 Currency Solutions Commissions 7/29/2014 6,968.00 Currency Solutions Commissions 5/31/2013 8,016.25 Cuthbertson, Timothy G. Commissions 11/8/2013 2 1,366.88 Cuthbertson, Timothy G. Commissions 11/29/2013 2 6,319.13 Cuthbertson, Timothy G. Commissions 1/21/2014 2,597.38 Cuthbertson, Timothy G. Commissions 1/31/2014 5,744.75 Cuthbertson, Timothy G. Commissions 2/24/2014 5,744.75 Cuthbertson, Timothy G. Commissions 5/16/2014 7,890.25 Cuthbertson, Timothy G. Commissions 6/9/2014 2,859.88 Cuthbertson, Timothy G. Commissions 11/18/2014 5,007.50 Bonnie Will Commissions 6/10/2013 2,300.00 Daly, Claudia Commissions 5/30/2013 1 3,961.00 Eagle Bridge LLC Commissions 7/12/2013 2,891.00 Eagle Bridge LLC Commissions 11/8/2013 153,624.00 Eagle Bridge LLC Commissions 1/2/2014 6 1,662.50 Eagle Bridge LLC Commissions 1/31/2014 2 0,254.00 Eagle Bridge LLC Commissions 2/6/2014 9,965.00 Eagle Bridge LLC Commissions 2/26/2014 9,965.00 Eagle Bridge LLC Commissions 2/26/2014 5 9,551.00 Eagle Bridge LLC Commissions 3/20/2014 4 4,033.00 Eagle Bridge LLC Commissions 3/26/2014 3 3,041.00 Eagle Bridge LLC Commissions 4/8/2014 100,976.00 Eagle Bridge LLC Commissions 4/14/2014 4,171.50 Eagle Bridge LLC Commissions 4/17/2014 7,668.00 Eagle Bridge LLC Commissions 5/9/2014 4,171.50 Eagle Bridge LLC Commissions 5/13/2014 2 1,555.00 Eagle Bridge LLC Commissions 5/16/2014 8 2,744.00 Eagle Bridge LLC Commissions 5/22/2014 2 5,154.00 Eagle Bridge LLC Commissions 5/28/2014 7,668.00 Eagle Bridge LLC Commissions 6/12/2014 7,528.00 Eagle Bridge LLC Commissions 6/17/2014 2 9,875.12 Eagle Bridge LLC Commissions 6/25/2014 3,471.50 Eagle Bridge LLC Commissions 7/22/2014 2 1,995.00 Eagle Bridge LLC Commissions 9/24/2014 3 2,501.38 Eagle Bridge LLC Commissions 7/29/2013 1,931.50 Emerging Developments Commissions 9/19/2013 3,471.50 Emerging Developments Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 58 of 98 Page 8 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 10/3/2013 813.50 Emerging Developments Commissions 3/4/2014 2,271.50 Emerging Developments Commissions 3/27/2014 2,859.88 Emerging Developments Commissions 3/31/2014 3,121.38 Emerging Developments Commissions 4/3/2014 2,859.88 Emerging Developments Commissions 4/9/2014 3,122.38 Emerging Developments Commissions 4/17/2014 3,122.38 Emerging Developments Commissions 5/21/2014 1,163.25 Emerging Developments Commissions 5/22/2014 1,473.50 Emerging Developments Commissions 6/4/2014 9,417.13 Emerging Developments Commissions 7/21/2014 7,842.14 Emerging Developments Commissions 8/22/2014 3,122.38 Emerging Developments Commissions 9/22/2014 1 0,640.38 Emerging Developments Commissions 10/2/2014 2,637.38 Emerging Developments Commissions 1/14/2015 2,011.75 Emerging Developments Commissions 1/23/2015 2 0,486.88 Emerging Developments Commissions 12/16/2014 963.50 Equatah Group (GDVII UK) Commissions 4/15/2014 2,073.25 Falconcrest Commissions 5/9/2014 3,821.50 Falconcrest Commissions 5/27/2014 2,073.25 Falconcrest Commissions 11/12/2013 4,832.44 Ferguson enterprise Commissions 11/25/2013 9,974.00 Fro Properties Commissions 8/28/2013 9,965.00 Financial Solutions Commissions 12/20/2013 3,471.50 Financial Solutions Commissions 1/21/2013 4,970.00 Financial Solutions Commissions 10/15/2014 3 8,414.66 Funds Transfer Commissions 11/18/2014 7,678.72 Funds Transfer Commissions 11/18/2014 5 6,871.06 Funds Transfer Commissions 2/19/2013 2,083.00 Gateway Financial Concepts Ltd Commissions 3/20/2014 8,018.00 Geetha Shanmugham Commissions 7/22/2013 3,521.00 Generate Media Commissions 8/6/2013 3,436.00 Generate Media Commissions 9/5/2013 1,906.00 Generate Media Commissions 10/8/2013 1,715.00 Generate Media Commissions 2/19/2013 1 1,242.50 Global Partners, Inc. Commissions 2/27/2013 4 2,956.40 Global Partners, Inc. Commissions 11/4/2013 1,875.00 Global Partners, Inc. Commissions 2/10/2014 1,898.25 Glory Real Estate Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 59 of 98 Page 9 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2/13/2014 1,898.25 Glory Real Estate Commissions 9/24/2014 8,543.88 Goujon, Kevin Commissions 2/7/2014 1,931.50 Highground Property Investments Commissions 7/24/2014 1,723.25 Highground Property Investments Commissions 10/2/2014 2,948.25 Highground Property Investments Commissions 8/28/2013 5,219.75 Housebuyers Commissions 9/9/2013 3,471.15 Housebuyers Commissions 9/9/2013 3,471.15 Housebuyers Commissions 9/9/2013 5,199.75 Housebuyers Commissions 9/19/2013 5,219.75 Housebuyers Commissions 10/1/2013 6 0,414.50 Housebuyers Commissions 11/1/2013 5,969.00 Housebuyers Commissions 11/29/2013 2 4,520.50 Housebuyers Commissions 1/21/2014 1 1,514.50 Housebuyers Commissions 1/31/2014 7,668.00 Housebuyers Commissions 2/10/2014 1 9,207.50 Housebuyers Commissions 2/13/2014 7,668.00 Housebuyers Commissions 2/24/2014 7,668.00 Housebuyers Commissions 2/24/2014 1 5,361.00 Housebuyers Commissions 2/26/2014 7,668.00 Housebuyers Commissions 3/27/2014 2,141.50 Housebuyers Commissions 4/14/2014 7,693.00 Housebuyers Commissions 4/15/2014 1 7,665.25 Housebuyers Commissions 5/19/2014 9,566.00 Housebuyers Commissions 1/21/2014 1,898.25 IMC International Ltd Commissions 3/26/2014 1,898.25 IMC International Ltd Commissions 1/31/2014 1,898.25 Innoequity Commissions 2/26/2014 1,898.25 Innoequity Commissions 4/3/2014 3,122.38 INNOVO PROPERTY Commissions 4/15/2014 6,269.74 INNOVO PROPERTY Commissions 4/17/2014 6,269.75 INNOVO PROPERTY Commissions 4/17/2014 4,904.75 INNOVO PROPERTY Commissions 5/22/2014 2 6,271.90 INNOVO PROPERTY Commissions 5/22/2014 5 1,751.75 INNOVO PROPERTY Commissions 5/28/2014 4,904.76 INNOVO PROPERTY Commissions 6/2/2014 4 4,487.67 INNOVO PROPERTY Commissions 6/4/2014 8,368.00 INNOVO PROPERTY Commissions 6/17/2014 4,171.50 INNOVO PROPERTY Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 60 of 98 Page 10 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 6/25/2014 1 4,664.50 INNOVO PROPERTY Commissions 7/1/2014 9,624.50 INNOVO PROPERTY Commissions 7/31/2014 4,871.50 INNOVO PROPERTY Commissions 8/15/2014 4 1,233.00 INNOVO PROPERTY Commissions 8/19/2014 4,871.50 INNOVO PROPERTY Commissions 9/3/2014 1 0,464.50 INNOVO PROPERTY Commissions 9/24/2014 6,845.25 INNOVO PROPERTY Commissions 8/19/2014 1,473.00 Interhomes Commissions 12/2/2013 6 6,408.50 Intuitive Trading Trust Commissions 2/6/2014 5 9,139.00 Intuitive Trading Trust Commissions 2/25/2014 2 8,307.00 Intuitive Trading Trust Commissions 2/28/2014 1 7,457.50 Intuitive Trading Trust Commissions 3/27/2014 1 9,207.50 Intuitive Trading Trust Commissions 4/15/2014 3 6,067.00 Intuitive Trading Trust Commissions 4/24/2014 1 3,961.00 Intuitive Trading Trust Commissions 5/12/2014 2 0,957.50 Intuitive Trading Trust Commissions 6/3/2014 2 3,334.00 Intuitive Trading Trust Commissions 7/1/2014 6,436.00 INTUITIVE TRADING TRUST Commissions 9/3/2014 7,668.00 INTUITIVE TRADING TRUST Commissions 2/26/2014 6,916.25 Investerings Gruppen Commissions 1/29/2014 2,235.00 James (Jim) Sitar - Investor Commissions 2/7/2014 2,310.00 James (Jim) Sitar - Investor Commissions 8/22/2014 2 6,902.25 JAMESCAMPION Commissions 9/30/2014 3,775.00 JAMESCAMPION Commissions 11/25/2013 5,744.75 Knightsbridge Commissions 2/28/2014 3 1,212.40 Knightsbridge Commissions 12/22/2014 2,500.00 Kudinova, Yulia Commissions 9/19/2013 3 9,883.00 Landmark Developments Commissions 9/26/2013 1,000.00 Landmark Developments Commissions 11/5/2013 9,715.00 Landmark Developments Commissions 5/16/2014 1 5,259.25 Landmark Developments Commissions 1/21/2014 3,822.00 Leonardo Hara Commissions 3/18/2014 2,073.25 Leonardo Hara Commissions 4/24/2014 2,073.25 Leonardo Hara Commissions 5/21/2014 4,171.50 Leonardo Hara Commissions 6/9/2014 1 5,443.63 Leonardo Hara Commissions 9/16/2013 1,911.00 Liu, Nancy Commissions 1/31/2014 1,898.50 Livin World Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 61 of 98 Page 11 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2/24/2014 2 9,813.68 Livin World Commissions 3/13/2014 2 9,813.67 Livin World Commissions 3/27/2014 2,898.88 Livin World Commissions 4/14/2014 3,122.38 Livin World Commissions 7/24/2014 3,821.26 Livin World Commissions 8/18/2014 2,445.88 Livin World Commissions 12/17/2013 3,496.50 Mercano Properties Jack French Commissions 2/14/2014 2 6,082.00 Mercano Properties Jack French Commissions 4/17/2014 7,434.67 Mercano Properties Jack French Commissions 5/22/2014 4,672.32 Mercano Properties Jack French Commissions 7/11/2014 8 3,556.37 Mercano Properties Jack French Commissions 2/24/2014 3,821.50 Monarch and Co Commissions 2/4/2014 5,744.75 Morgan Mai International Commissions 2/26/2014 2,073.25 Morgan Mai International Commissions 3/13/2014 1 7,314.30 Morgan Mai International Commissions 5/13/2014 8,892.13 Morgan Mai International Commissions 5/21/2014 1 9,412.55 Morgan Mai International Commissions 6/12/2014 3,122.38 Morgan Mai International Commissions 1/31/2014 1 1,514.50 My Overseas Property AU Commissions 3/13/2014 1 1,514.50 My Overseas Property AU Commissions 3/27/2014 1 1,514.50 My Overseas Property AU Commissions NDBCLLC Return To 1/31/2014 102,347.00 North Dakota Bakken Connection LLC Commissions 2/10/2014 3 8,926.50 North Dakota Bakken Connection LLC Commissions 2/13/2014 1 1,514.50 North Dakota Bakken Connection LLC Commissions 3/20/2014 7,668.00 North Dakota Bakken Connection LLC Commissions 3/31/2014 8 7,919.50 North Dakota Bakken Connection LLC Commissions 4/14/2014 116,206.50 North Dakota Bakken Connection LLC Commissions 4/15/2014 2 5,805.50 North Dakota Bakken Connection LLC Commissions 5/9/2014 1 3,681.00 North Dakota Bakken Connection LLC Commissions 5/27/2014 4 3,686.50 North Dakota Bakken Connection LLC Commissions 5/29/2014 4 2,636.50 North Dakota Bakken Connection LLC Commissions 6/2/2014 7 2,988.50 North Dakota Bakken Connection LLC Commissions 6/5/2014 7 1,942.00 North Dakota Bakken Connection LLC Commissions 6/17/2014 1 1,301.00 North Dakota Bakken Connection LLC Commissions 6/25/2014 103,134.00 North Dakota Bakken Connection LLC Commissions 6/27/2014 1 1,514.50 North Dakota Bakken Connection LLC Commissions 7/28/2014 4 9,839.50 North Dakota Bakken Connection LLC Commissions 7/31/2014 3 1,450.50 North Dakota Bakken Connection LLC Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 62 of 98 Page 12 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 8/7/2014 2 4,454.00 North Dakota Bakken Connection LLC Commissions 8/19/2014 6,986.00 North Dakota Bakken Connection LLC Commissions 8/19/2014 3 3,547.00 North Dakota Bakken Connection LLC Commissions 9/10/2014 2 6,900.50 North Dakota Bakken Connection LLC Commissions 9/24/2014 7 2,012.00 North Dakota Bakken Connection LLC Commissions 2/2/2015 3,593.25 North Dakota Bakken Connection LLC Commissions 2/6/2014 5 9,139.00 North Dakota Oil Housing Commissions 2/25/2014 2 8,307.00 North Dakota Oil Housing Commissions 2/28/2014 1 7,457.50 North Dakota Oil Housing Commissions 3/27/2014 1 9,207.50 North Dakota Oil Housing Commissions 4/15/2014 3 6,067.00 North Dakota Oil Housing Commissions 4/24/2014 1 3,961.00 North Dakota Oil Housing Commissions 5/12/2014 2 0,957.50 North Dakota Oil Housing Commissions 6/3/2014 2 3,334.00 North Dakota Oil Housing Commissions 2/2/2015 1 2,987.00 North Dakota Oil Housing Commissions 1/22/2014 2,000.00 Northwest Invest Ltd Commissions 2/3/2014 1 1,250.00 Northwest Invest Ltd Commissions 3/5/2014 6,250.00 Northwest Invest Ltd Commissions 3/26/2014 4,000.00 Northwest Invest Ltd Commissions 4/1/2014 3,750.00 Northwest Invest Ltd Commissions 4/17/2014 8,000.00 Northwest Invest Ltd Commissions 6/12/2014 2,475.00 Northwest Invest Ltd Commissions 6/27/2014 5,225.00 Northwest Invest Ltd Commissions 7/1/2014 3,225.00 Northwest Invest Ltd Commissions 7/31/2014 2,750.00 Northwest Invest Ltd Commissions 8/12/2014 6,475.00 Northwest Invest Ltd Commissions 9/11/2014 6,975.00 Northwest Invest Ltd Commissions 9/18/2014 3,975.00 Northwest Invest Ltd Commissions 10/2/2014 1 6,160.20 Northwest Invest Ltd Commissions 3/2/2015 6,000.00 Northwest Invest Ltd Commissions 5/12/2014 2 0,988.63 Olugbenga Olaniyan Commissions 6/25/2014 1,898.25 Olugbenga Olaniyan Commissions 9/24/2014 2,597.38 Olugbenga Olaniyan Commissions 4/1/2014 1 1,515.38 One Investments Commissions 4/15/2014 4,871.50 One Investments Commissions 5/21/2014 1 6,411.88 One Investments Commissions 7/14/2014 3,471.50 One Investments Commissions 8/22/2014 4,171.50 One Investments Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 63 of 98 Page 13 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 9/18/2014 2 1,274.25 One Investments Commissions 9/9/2013 1 4,960.00 Opisas USA LLC Commissions 11/1/2013 1 1,514.00 Orient Management Commissions 12/20/2013 4,920.50 Orient Management Commissions 1/31/2014 1,898.25 Orient Management Commissions 3/27/2014 6,269.75 Orient Management Commissions 4/1/2014 6,694.00 Orient Management Commissions 4/17/2014 3,122.38 Orient Management Commissions 4/30/2014 3,647.38 Orient Management Commissions 5/13/2014 3,122.38 Orient Management Commissions 5/22/2014 1 6,236.88 Orient Management Commissions 6/18/2014 3,122.38 Orient Management Commissions 8/19/2014 1 3,788.63 Orient Management Commissions 9/22/2014 5,219.75 Orient Management Commissions 2/13/2014 1 2,096.88 Oriental Property Consultants Commissions 7/31/2014 1 2,096.95 Oriental Property Consultants Commissions 12/9/2014 2,887.10 Oversea-Chinese Banking Corporation Commissions 2/2/2015 2,780.06 Oversea-Chinese Banking Corporation Commissions 3/4/2013 8,270.00 Overseas Property Expert Ltd Commissions 2/10/2014 3,530.01 Overseas Property Expert Ltd Commissions 9/11/2014 1,898.25 Paris Invest LLC Commissions 8/27/2013 4 9,759.00 Phoenix Investment Holdings Commissions 9/4/2013 101,231.71 Phoenix Investment Holdings Commissions 9/9/2013 100,273.50 Phoenix Investment Holdings Commissions 9/19/2013 4 3,244.19 Phoenix Investment Holdings Commissions 9/24/2013 2 3,576.37 Phoenix Investment Holdings Commissions 10/1/2013 4 3,429.25 Phoenix Investment Holdings Commissions 11/1/2013 5 4,631.00 Phoenix Investment Holdings Commissions 11/21/2013 103,895.42 Phoenix Investment Holdings Commissions 12/23/2013 3 6,633.15 Phoenix Investment Holdings Commissions 1/31/2014 8 1,173.95 Phoenix Investment Holdings Commissions 3/6/2014 2 9,029.82 Phoenix Investment Holdings Commissions 3/31/2014 1 3,100.38 Phoenix Investment Holdings Commissions 6/6/2014 1 4,537.02 Phoenix Investment Holdings Commissions 6/18/2014 4,302.31 Phoenix Investment Holdings Commissions 6/25/2014 2 7,513.88 Phoenix Investment Holdings Commissions 8/7/2014 7,482.13 Phoenix Investment Holdings Commissions 8/18/2014 3 4,726.25 Phoenix Investment Holdings Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 64 of 98 Page 14 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 9/9/2014 3 5,725.90 Phoenix Investment Holdings Commissions 4/15/2013 4,400.00 Pommier Property Investments Ltd Commissions 8/27/2013 1,725.00 Pommier Property Investments Ltd Commissions 11/1/2013 1,045.00 Pommier Property Investments Ltd Commissions 6/25/2014 1,723.25 Pommier Property Investments Ltd Commissions 8/6/2014 3,471.50 Pommier Property Investments Ltd Commissions 4/2/2014 2,073.25 Premier Homes Abroad Commissions 5/21/2014 2,098.25 Premier Homes Abroad Commissions 6/5/2014 1,163.25 Premier Homes Abroad Commissions 6/27/2014 1,163.25 Premier Homes Abroad Commissions 5/7/2013 1 0,489.50 Prestige Brokers Commissions 9/3/2013 1,139.75 Prestige Brokers Commissions 11/4/2013 5,660.22 Prestige Brokers Commissions 11/14/2013 5,744.75 Prestige Brokers Commissions 1/8/2014 1,898.25 Prime Global Investments Commissions 1/31/2014 5,744.75 Prime Global Investments Commissions 2/18/2014 1,898.25 Prime Global Investments Commissions 3/13/2014 1,898.25 Prime Global Investments Commissions 1/31/2014 5,594.88 Prime Property Agents Commissions 2/24/2014 1 1,514.50 Prime Property Agents Commissions 4/24/2014 1 9,232.75 Prime Property Agents Commissions 5/9/2014 4,171.50 Prime Property Agents Commissions 5/13/2014 7,318.88 Prime Property Agents Commissions 5/21/2014 1 4,662.75 Prime Property Agents Commissions 6/17/2014 7,668.00 Prime Property Agents Commissions 7/21/2014 1,599.88 Prime Property Agents Commissions 7/31/2014 6,968.00 Prime Property Agents Commissions 3/27/2014 5,744.75 Property Genie Solutions Commissions 4/30/2014 5,744.75 Property Genie Solutions Commissions 9/14/2012 8 5,000.00 Property Horizons Group Ltd Commissions 9/17/2012 8 5,000.00 Property Horizons Group Ltd Commissions 9/18/2012 6 5,000.00 Property Horizons Group Ltd Commissions 10/17/2012 3 0,000.00 Property Horizons Group Ltd Commissions 12/10/2012 3 0,000.00 Property Horizons Group Ltd Commissions 12/14/2012 3 0,000.00 Property Horizons Group Ltd Commissions 1/16/2013 6 0,000.00 Property Horizons Group Ltd Commissions 1/23/2013 270,000.00 Property Horizons Group Ltd Commissions 4/4/2013 7 5,000.00 Property Horizons Group Ltd Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 65 of 98 Page 15 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 4/4/2013 7 5,000.00 Property Horizons Group Ltd Commissions 5/23/2013 100,000.00 Property Horizons Group Ltd Commissions 7/18/2013 100,000.00 Property Horizons Group Ltd Commissions 8/2/2013 100,000.00 Property Horizons Group Ltd Commissions 9/3/2013 200,000.00 Property Horizons Group Ltd Commissions 10/22/2013 100,000.00 Property Horizons Group Ltd Commissions 10/28/2013 200,000.00 Property Horizons Group Ltd Commissions 11/20/2013 200,000.00 Property Horizons Group Ltd Commissions 12/10/2013 300,000.00 Property Horizons Group Ltd Commissions 11/29/2013 1 9,258.00 The Property Factory Ltd Commissions 1/2/2014 7,997.75 The Property Factory Ltd Commissions 2/1/2013 1 3,403.00 Property4peanuts Trading as Headland Commissions 3/11/2013 4,175.00 Property4peanuts Trading as Headland Commissions 4/8/2013 6,268.00 Property4peanuts Trading as Headland Commissions 4/29/2013 1,928.00 Property4peanuts Trading as Headland Commissions 7/29/2013 1 7,874.00 Property4peanuts Trading as Headland Commissions 8/27/2013 6,968.00 Property4peanuts Trading as Headland Commissions 10/3/2013 3,472.00 Property4peanuts Trading as Headland Commissions 10/8/2013 4,610.00 Property4peanuts Trading as Headland Commissions 11/5/2013 1 2,612.50 Property4peanuts Trading as Headland Commissions 11/21/2013 123,674.95 Property4peanuts Trading as Headland Commissions 11/29/2013 3,888.00 Property4peanuts Trading as Headland Commissions 2/25/2014 3 9,136.50 Property4peanuts Trading as Headland Commissions 3/27/2014 1 4,381.00 Property4peanuts Trading as Headland Commissions 4/15/2014 7,668.00 Property4peanuts Trading as Headland Commissions 4/17/2014 7,668.00 Property4peanuts Trading as Headland Commissions 4/17/2014 4,171.50 Property4peanuts Trading as Headland Commissions 4/30/2014 8,154.50 Property4peanuts Trading as Headland Commissions 5/9/2014 4,171.50 Property4peanuts Trading as Headland Commissions 5/21/2014 8,018.00 Property4peanuts Trading as Headland Commissions 9/15/2014 7,658.50 Property4peanuts Trading as Headland Commissions 11/14/2013 1,898.00 Pustam, Claudette Commissions 1/31/2014 1,898.25 Quintessential Property Management Commissions 8/28/2013 2,597.38 R A Partridge Commissions 10/3/2013 4 3,455.00 R A Partridge Commissions 11/5/2013 4,722.42 R A Partridge Commissions 11/8/2013 4,722.42 R A Partridge Commissions 12/20/2013 5,743.40 R A Partridge Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 66 of 98 Page 16 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 1/31/2014 5,744.74 R A Partridge Commissions 2/26/2014 2,859.88 R A Partridge Commissions 4/29/2014 1 3,877.01 R A Partridge Commissions 5/28/2014 3,467.38 R A Partridge Commissions 7/2/2014 3,471.50 R A Partridge Commissions 7/1/2013 4,970.00 Seek International Property Commissions 2/10/2014 1,898.25 Seek International Property Commissions 4/15/2014 1,898.25 Seek International Property Commissions 7/7/2014 1 1,515.38 Sherwood Estate Agency Ltd Commissions 1/31/2014 1,898.25 Smart Property Investors Commissions 2/13/2014 3,821.50 Smart Property Investors Commissions 2/27/2014 2,859.88 Smart Property Investors Commissions 2/27/2014 1,923.25 Smart Property Investors Commissions 3/20/2014 2,894.88 Smart Property Investors Commissions 4/7/2014 8,193.01 Smart Property Investors Commissions 5/16/2014 6,968.88 Smart Property Investors Commissions 5/21/2014 3,747.38 Smart Property Investors Commissions 5/29/2014 2 7,521.75 Smart Property Investors Commissions 7/21/2014 1 5,725.25 Smart Property Investors Commissions 9/18/2014 1 2,564.50 Smart Property Investors Commissions 1/14/2015 4,196.50 Smart Property Investors Commissions 2/2/2015 3,672.38 Smart Property Investors Commissions 3/17/2014 1,163.25 SPC-OVERSEAS Commissions 4/14/2014 2,073.25 SPC-OVERSEAS Commissions 4/15/2014 2,098.25 SPC-OVERSEAS Commissions 5/13/2014 2,073.25 SPC-OVERSEAS Commissions 5/21/2014 1,163.25 SPC-OVERSEAS Commissions 6/12/2014 6,269.75 SPC-OVERSEAS Commissions 9/26/2014 1 5,539.50 SPC-OVERSEAS Commissions 9/15/2014 3,122.38 Square Yards Commissions 9/30/2014 1 1,123.81 Square Yards Commissions 9/30/2014 3,271.90 Square Yards Commissions 2/2/2015 1 5,801.00 Square Yards Commissions 4/17/2014 1 9,529.21 Starfish Property Investments, Tim Earle Commissions 5/21/2014 1 9,529.21 Starfish Property Investments, Tim Earle Commissions 7/11/2014 6,269.75 Starfish Property Investments, Tim Earle Commissions 8/1/2014 2,597.38 Starfish Property Investments, Tim Earle Commissions 8/19/2014 1 3,165.38 Svenska Investeringsgroup Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 67 of 98 Page 17 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 9/24/2014 3,472.81 Svenska Investeringsgroup Commissions 10/2/2014 7,932.67 Svenska Investeringsgroup Commissions 2/6/2014 1,898.25 Tariq Almuzayen Commissions 2/13/2014 1,898.25 Tariq Almuzayen Commissions 3/18/2014 3,122.38 Tariq Almuzayen Commissions 3/27/2014 3,801.50 Tariq Almuzayen Commissions 3/31/2014 2,073.25 Tariq Almuzayen Commissions 4/3/2014 5,744.75 Tariq Almuzayen Commissions 4/15/2014 1,989.25 Tariq Almuzayen Commissions 5/9/2014 3,821.50 Tariq Almuzayen Commissions 5/27/2014 3,122.38 Tariq Almuzayen Commissions 6/9/2014 4,171.51 Tariq Almuzayen Commissions 7/2/2014 2,367.38 Tariq Almuzayen Commissions 7/21/2014 2,867.38 Tariq Almuzayen Commissions 7/28/2014 7,842.14 Tariq Almuzayen Commissions 9/5/2014 2,637.38 Tariq Almuzayen Commissions 5/13/2013 1 2,561.00 Universal Marketing Ltd Commissions 5/30/2013 7,841.25 Universal Marketing Ltd Commissions 11/1/2013 6,717.50 Universal Marketing Ltd Commissions 11/29/2013 1,997.75 Universal Marketing Ltd Commissions 1/21/2014 2,859.88 Universal Marketing Ltd Commissions 2/6/2014 2,859.88 Universal Marketing Ltd Commissions 4/15/2014 2,859.88 Universal Marketing Ltd Commissions 5/28/2014 7,319.75 Universal Marketing Ltd Commissions 2/22/2013 8,400.00 US AUS Property Investment Commissions 1/31/2014 1,898.25 US AUS Property Investment Commissions 1/21/2014 2,597.38 US Prime Property Commissions 1/31/2014 5,744.75 US Prime Property Commissions 2/24/2014 5,744.75 US Prime Property Commissions 5/16/2014 7,890.25 US Prime Property Commissions 6/9/2014 2,859.88 US Prime Property Commissions 5/20/2013 1 0,489.50 USA Property Investor Commissions 8/27/2013 1 0,464.50 USA Property Investor Commissions 9/23/2013 3 0,393.50 USA Property Investor Commissions 12/4/2013 4,719.75 USA Property Investor Commissions 1/2/2014 4,719.75 USA Property Investor Commissions 1/21/2014 2,859.88 USA Property Investor Commissions 1/31/2014 1,898.25 USA Property Investor Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 68 of 98 Page 18 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2/19/2014 1 3,437.75 USA Property Investor Commissions 2/28/2014 5,744.75 USA Property Investor Commissions 4/1/2014 5,744.75 USA Property Investor Commissions 4/7/2014 1 8,446.88 USA Property Investor Commissions 4/15/2014 9,768.00 USA Property Investor Commissions 4/17/2014 2 4,725.25 USA Property Investor Commissions 5/21/2014 4 2,137.05 USA Property Investor Commissions 5/28/2014 4 1,243.50 USA Property Investor Commissions 7/7/2014 9,768.00 USA Property Investor Commissions 9/15/2014 7,781.40 USA Property Investor Commissions 9/15/2014 2,859.88 USA Property Investor Commissions 9/24/2014 3,965.00 USA Property Investor Commissions 2/2/2015 3,672.38 USA Property Investor Commissions 2/13/2014 7,668.00 Vasco Joao Salazar Prospero Commissions 2/13/2014 1,898.25 Vietnam Imex LLC Commissions 4/30/2014 1,898.25 Vietnam Imex LLC Commissions 6/9/2014 1,898.25 Vietnam Imex LLC Commissions 6/12/2014 2,423.25 Vietnam Imex LLC Commissions 7/1/2014 4,171.50 Vietnam Imex LLC Commissions 7/24/2014 2,423.25 Vietnam Imex LLC Commissions 6/12/2014 3,471.50 Vinicius Bicalho Commissions 6/25/2014 3,471.50 Vinicius Bicalho Commissions 7/21/2014 7,668.00 Vinicius Bicalho Commissions 7/31/2014 4,871.50 Vinicius Bicalho Commissions 1/14/2015 7,344.75 Vinicius Bicalho Commissions 2/21/2015 7,334.75 Vinicius Bicalho Commissions 2/10/2014 1,898.25 VM Invest Commissions 2/13/2014 1,898.25 VM Invest Commissions 3/11/2014 7,003.00 VM Invest Commissions 3/13/2014 1,898.25 VM Invest Commissions 3/27/2014 9,417.13 VM Invest Commissions 4/14/2014 5,744.75 VM Invest Commissions 4/24/2014 9,942.13 VM Invest Commissions 4/30/2014 8,368.00 VM Invest Commissions 5/21/2014 2 7,776.38 VM Invest Commissions 6/12/2014 3 9,843.50 VM Invest Commissions 6/12/2014 4,871.50 VM Invest Commissions 6/25/2014 3 2,882.00 VM Invest Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 69 of 98 Page 19 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 7/11/2014 1 9,313.38 VM Invest Commissions 7/22/2014 1 1,864.50 VM Invest Commissions 8/21/2014 1 0,640.38 VM Invest Commissions 9/5/2014 8,995.38 VM Invest Commissions 9/18/2014 7,319.75 VM Invest Commissions 10/2/2014 8,894.74 VM Invest Commissions 7/1/2014 3,122.38 Weston International Realty, German Ocahp Commissions 1/25/2012 8 0,261.50 Winstorn -Ee Hoong Liang Commissions 2/5/2013 2 3,598.75 Winstorn -Ee Hoong Liang Commissions 3/11/2013 3 7,733.00 Winstorn -Ee Hoong Liang Commissions 4/29/2013 8 9,875.00 Winstorn -Ee Hoong Liang Commissions 4/29/2013 2,977.48 Winstorn -Ee Hoong Liang Commissions 7/11/2013 2,423.73 Winstorn -Ee Hoong Liang Commissions 8/27/2013 6 5,385.00 Winstorn -Ee Hoong Liang Commissions 8/28/2013 9,965.00 Winstorn -Ee Hoong Liang Commissions 11/14/2013 4 3,310.75 Winstorn -Ee Hoong Liang Commissions 1/31/2014 2 1,304.19 Winstorn -Ee Hoong Liang Commissions 5/20/2014 3 5,660.00 Winstorn -Ee Hoong Liang Commissions 4/17/2014 4,171.50 Woodsworth International Commissions 5/22/2014 4,171.50 Woodsworth International Commissions 4/8/2013 3,500.00 WTOTW Homes LLC Commissions 12/3/2014 4 2,181.55 WUBS LLC DEBITS Dec 02 1651328 NORTH DAKOTA DEVELOPME Commissions 12/12/2014 6 0,791.30 WUBS LLC DEBITS Dec 11 1651328 NORTH DAKOTA DEVELOPME Commissions 12/12/2014 1,658.50 WUBS LLC DEBITS Dec 11 1651328 NORTH DAKOTA DEVELOPME Commissions 12/12/2014 1,658.50 WUBS LLC DEBITS Dec 11 1651328 NORTH DAKOTA DEVELOPME Commissions 12/17/2014 9,892.00 WUBS LLC DEBITS Dec 15 1651328 NORTH DAKOTA DEVELOPME Commissions 12/22/2014 1,179.21 Wubs LLC Debits Dec 19 1651328 North Dakota Developme Commissions 12/22/2014 315.37 Wubs LLC Debits Dec 22 1651328 North Dakota Developme Commissions 12/22/2014 1,119.27 Wubs LLC Debits Dec 22 1651328 North Dakota Developme Commissions 12/22/2014 1,551.18 Wubs LLC Debits Dec 22 1651328 North Dakota Developme Commissions 11/21/2014 3,605.48 WUBS LLC DEBITS Nov 20 1651328 NORTH DAKOTA DEVELOPME Commissions 11/24/2014 4,490.30 WUBS LLC DEBITS Nov 21 1651328 NORTH DAKOTA DEVELOPME Commissions 12/1/2014 2,472.25 WUBS LLC DEBITS Nov 28 1651328 NORTH DAKOTA DEVELOPME Commissions 12/1/2014 4,197.00 WUBS LLC DEBITS Nov 28 1651328 NORTH DAKOTA DEVELOPME Commissions 12/1/2014 2 3,085.38 WUBS LLC DEBITS Nov 28 1651328 NORTH DAKOTA DEVELOPME Commissions 12/1/2014 3 1,820.50 WUBS LLC DEBITS Nov 28 1651328 NORTH DAKOTA DEVELOPME Commissions 12/2/2014 465.16 WUBS LLC DEBITS Nov 28 1651328 NORTH DAKOTA DEVELOPME Commissions 10/27/2014 1 1,899.50 WUBS LLC DEBITS Oct 22 1651328 NORTH DAKOTA DEVELOPME $10 Fee Commissions Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 70 of 98 Page 20 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 10/27/2014 165,401.33 WUBS LLC DEBITS Oct 24 1651328 NORTH DAKOTA DEVELOPME OTR4106184 Incl. $32.00 Commissions 10/27/2014 2 6,637.56 WUBS LLC DEBITS Oct 28 1651328 NORTH DAKOTA DEVELOPME $10 Fee Commissions 10/21/2014 101,797.89 WUBS LLC DEBITS OTR4104218 Commissions 11/3/2014 145,647.64 WUBS LLC DEBITS OTR4109146 Commissions 11/12/2014 4 0,677.97 WUBS LLC DEBITSOTR4111926 Commissions 11/11/2014 6,558.13 WUBSLLC DEBITS OTR4109192 Commissions 8/27/2013 486.00 WZ Management Commissions $ 10,343,451.14 North Dakota Developments Property Management, LLC 12/6/2013 6 0,000.00 NDD Property Management - WF 5759 12/6/2013 2 5,000.00 NDD Property Management - WF 5759 1/9/2014 80,000.00 NDD Property Management - WF 5759 1/31/2014 3,821.50 NDD Property Mangaement - Malcolm Bignell 2/7/2014 130,000.00 NDD Property Management - WF 5759 3/6/2014 190,000.00 NDD Property Management - WF 5759 3/14/2014 9,794.61 NDD Property Management - WF 2065 3/14/2014 10,000.00 NDD Property Management - WF 2065 4/7/2014 175,000.00 NDD Property Management - WF 5759 4/7/2014 671.76 NDD Property Management - Man Hong Lee rental payment 4/15/2014 100,000.00 NDD Property Management - WF 2065 5/8/2014 220,000.00 NDD Property Management -Online Transfer Loan Ref#Bbexpwmtms 5/14/2014 33,000.00 NDD Property Management - Online Transfer Loan Ref#Bbemzsf7WD 5/16/2014 1,008.00 NDD Property Managemetn - R120119 6/9/2014 270,000.00 NDD Property Management - Online Transfer Loan Ref#Bbett52Z7C 7/9/2014 400,000.00 NDD Property Management - Online Transfer Loan Ref#Bbeqxcznvd 7/21/2014 3,821.50 NDD Property Management - Malcolm Bignell 9/9/2014 100,000.00 NDD Property Management - Online Transfer Ref# Bbek5Tb8Rt 9/10/2014 50,000.00 NDD Property Management - Online Transfer Ref#Bbeccqkp14 9/22/2014 10,000.00 NDD Property Management - Online Transfer Loan Ref#Bbetv44Fm4 10/15/2014 137,734.47 NDD Property Management - Online Transfer Ref#Bben37C3Bq 11/14/2014 158,522.00 Transfer from 7511 to 5759 to cover the rental payments 12/3/2014 57,432.70 NDD Property Management - WF 5759 12/12/2014 20,000.00 NDD Property Management - WF 5759 1/12/2015 25,000.00 NDD Property Management - WF 5759 2/11/2015 145,000.00 NDD Property Management - On line transfer for Jan Rental Payments $ 2,415,806.54 Total Commission Payments to Various Parties Total NDD Property Management, LLC Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 71 of 98 Page 21 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 North Dakota Developments UK Limited 2/24/2014 16,671.45 NDD UK - Superior Endeavors Inc -Paid out of bank but no paperwork 6/5/2014 81.30 NDD UK - Basin Printers -Business card printing for - Dan Garfinkel & Robert Gavin) 7/1/2014 257,085.00 NDD UK - Tgbp Inc Debits 7/31/2014 300,000.00 NDD UK - Tgbp Inc Debits 8/12/2014 5,000.00 NDD UK - Tgbp Inc Debits 9/24/2014 410,375.00 NDD UK - Jpmorgan Chase Bank/Western Union Business 11/18/2014 509,158.40 NDD UK - Western Union Business Solutions NDD UK Ltd (GBP) 12/9/2014 500.02 NDD UK - Purple Sage Group -BUFFET DINNER 1/23/2015 107,195.80 NDD UK - Global Currency Exchange NDD UK Ltd (GBP) 1/30/2015 75,935.00 NDD UK - Global Currency Exchange NDD UK Ltd (GBP) 2/6/2015 120,000.00 NDD UK - Global Currency Exchange NDD UK Ltd (GBP) 2/6/2015 5,000.00 NDD UK - Global Currency Exchange NDD UK Ltd (GBP) 2/23/2015 7,344.75 NDD UK Ltd (GBP) 2/26/2015 4,664.70 NDD UK - Global Currency Exchange 2/28/2015 153,694.60 NDD UK Ltd (GBP) $ 1,972,706.02 Assignment of Oil Leases to Augusta Exploration, LLC 7/9/2014 1,330,240.00 Escrow Montanna LLC Trust Augusta Exploration, LLC - Oil leases 7/28/2014 600,000.00 Escrow Montanna LLC Trust Augusta Exploration, LLC - Oil leases $ 1,930,240.00 Purchase of Williston 19 Land 8/19/2014 2 5,000.00 TKR LLC Land - Williston 19 10/9/2014 250,000.00 North Dakota Guarantee & Title Company Land - Williston 19 10/9/2014 1,125,000.00 TKR LLC Land - Williston 19 10/23/2014 250,000.00 North Dakota Guarantee & Title Company Land - Williston 19 $ 1,650,000.00 Purchase of Williston 2.3 Land 7/9/2014 125,000.00 WAG Property Land - Williston 2.3 9/11/2014 5 0,000.00 WAG Property Land - Williston 2.3 10/27/2014 1,220,000.00 WAG Property Land - Williston 2.3 $ 1,395,000.00 Lease of Land and Equipment Located in Trenton, ND from Solstenxp Lodging, LLC Total NDD UK Limited Total Oil Leases to Augusta Exploration, LLC Total Purchase of Williston 19 Land Total Purchase of Williston 2.3 Land Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 72 of 98 Page 22 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 12/30/2013 5 0,000.00 Solstenxp Lodging, LLC Lease in Trenton 1/21/2014 1 5,646.00 Solstenxp Lodging, LLC Lease in Trenton 2/3/2014 6 5,646.00 Solstenxp Lodging, LLC Lease in Trenton 2/18/2014 100,000.00 Solstenxp Lodging, LLC Lease in Trenton 3/3/2014 1 7,261.62 Solstenxp Lodging, LLC Lease in Trenton 3/3/2014 6 5,000.00 Solstenxp Lodging, LLC Lease in Trenton 4/9/2014 115,449.82 Solstenxp Lodging, LLC Lease in Trenton 4/30/2014 9 0,000.00 Solstenxp Lodging, LLC Lease in Trenton 6/3/2014 100,000.00 Solstenxp Lodging, LLC Lease in Trenton 6/12/2014 1 5,000.00 Solstenxp Lodging, LLC Lease in Trenton 6/30/2014 115,000.00 Solstenxp Lodging, LLC Lease in Trenton 8/1/2014 115,000.00 Solstenxp Lodging, LLC Lease in Trenton 9/8/2014 115,000.00 Solstenxp Lodging, LLC Lease in Trenton 10/23/2014 118,000.00 Solstenxp Lodging, LLC Lease in Trenton 11/17/2014 9 2,592.00 Solstenxp Lodging, LLC Lease in Trenton $ 1,189,595.44 Payments to Hogan, Daniel 4/22/2013 100.00 Online Transfer to Hogan D Checking xxxxxx6865 Hogan, Danny 3/10/2014 1,751.98 Walmart POS Purchase Hogan, Danny 4/7/2014 199,548.00 Western Union Business Solutions to Chase Bank Acct Hogan, Danny 4/25/2014 252,300.00 Tgbp Inc Debits Hogan, Danny 5/19/2014 250,000.00 Tgbp Inc Debits Hogan, Danny 6/19/2014 254,700.00 Tgbp Inc Debits Hogan, Danny 8/18/2014 200.00 Online Transfer to Hogan D Checking xxxxxx6865 Hogan, Danny 11/21/2014 2 0,000.00 Cash withdrawal Hogan, Danny 12/22/2014 100,000.00 Wire Transfer to D J Hogan - Santander UK Hogan, Danny 1/26/2015 1 6,000.00 Wire Transfer to D J Hogan - Santander UK Hogan, Danny $ 1,094,599.98 Purchase of Land for Residential Development in Horizon Ridge 4/18/2013 686,300.00 North Dakota Guaranty and Title Land - Horizon Ridge $ 686,300.00 Ames Engineering and Development Services, LLC 11/13/2013 1 5,000.00 Ames Engineering & Development Services Total Payments to Hogan, Danny Total Purchase of Land for Residential Development in Horizon Ridge Total Lease of Trenton Land and Equipment from Solstenxp Lodging, LLC Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 73 of 98 Page 23 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 12/11/2013 3 0,000.00 Ames Engineering & Development Services 12/16/2013 8,927.50 Ames Engineering & Development Services 1/7/2014 1 2,000.00 Ames Engineering & Development Services 1/13/2014 25,000.00 Ames Engineering & Development Services 2/6/2014 1 1,190.00 Ames Engineering & Development Services 2/14/2014 1 3,500.00 Ames Engineering & Development Services 2/25/2014 5 0,000.00 Ames Engineering & Development Services 3/4/2014 2,200.00 Ames Engineering & Development Services 3/13/2014 20,000.00 Ames Engineering & Development Services 3/31/2014 10,000.00 Ames Engineering & Development Services 4/7/2014 20,000.00 Ames Engineering & Development Services 4/14/2014 70,000.00 Ames Engineering & Development Services 5/16/2014 5,000.00 Ames Engineering & Development Services 5/16/2014 15,500.00 Ames Engineering & Development Services 5/27/2014 4,250.00 Ames Engineering & Development Services 6/27/2014 60,000.00 Ames Engineering & Development Services 7/1/2014 3,620.00 Ames Engineering & Development Services 7/28/2014 1,277.00 Ames Engineering & Development Services 8/1/2014 15,000.00 Ames Engineering & Development Services 8/12/2014 53,368.50 Ames Engineering & Development Services 8/29/2014 40,000.00 Ames Engineering & Development Services 9/29/2014 4,850.00 Ames Engineering & Development Services 10/9/2014 3,080.00 Ames Engineering & Development Services 10/15/2014 2,500.00 Ames Engineering & Development Services 11/13/2014 1 1,285.00 Ames Engineering & Development Services $ 507,548.00 Payments to NDD Modular, LLC for the Purchase of Land and Inventory Leased by Cascata Homes, LLC 10/23/2014 310,000.00 Union State Bank 11/4/2014 190,555.00 Bankers Bank of Kansas $ 500,555.00 Property Horizons Group Ltd. 1/21/2014 100,000.00 Property Horizons Group Ltd 1/29/2014 100,000.00 Property Horizons Group Ltd 2/24/2014 100,000.00 Property Horizons Group Ltd 3/11/2014 100,000.00 Property Horizons Group Ltd 3/26/2014 100,000.00 Property Horizons Group Ltd Total Ames Engineering & Development Services, LLC Total Payments to NDD Modular for the Purchase of Land and Inventory Leased by Cascata Homes, LLC Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 74 of 98 Page 24 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 $ 500,000.00 Payments to Prabaharan, Stephanie 5/8/2014 3 0,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 6/13/2014 3 0,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 7/9/2014 7 5,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 9/8/2014 3 0,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 10/9/2014 3 0,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 10/28/2014 6 0,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 11/10/2014 3 0,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 12/1/2014 1 5,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 12/15/2014 1 5,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 1/2/2015 2 5,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie 3/2/2015 1 0,000.00 WT Malayan Banking/Bnf=Stephanie Prabaharan Prabaharan, Stephanie $ 350,000.00 Payments to Great American Lodge for Operating Expenses of Properties in Trenton 5/8/2014 100,000.00 Great American Lodge LLC 7/17/2014 100,000.00 Great American Lodge LLC 12/22/2014 50,000.00 Great American Lodge LLC $ 250,000.00 Payments for Subsistence 2013 442.43 City of Dickenson 2013 5 4.89 Gaffney's 2013 132.00 Missouri Flats Inn 2013 5,799.42 Roosevelt Hotel 2013 305.93 Home of Economy 2013 535.00 Paypal 2013 2,440.97 Speedpay 2013 1,140.78 City SDN Bhd Petaling Jaya My 2013 915.80 delta air 2013 161.23 Doc Holidays Roadhouse 2013 8,836.76 Farmers Union 2013 5,078.49 Hertz 2013 5 2.81 Missouri Club Williston 2013 128.38 Gamestop 2013 3,145.00 Promo Dealer LLC Total Property Horizons Group Ltd. Total Payments to Prabaharan, Stephanie Total Payments to Great American Lodge, LLC for Operating Expenses of Properties Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 75 of 98 Page 25 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2013 7 3.54 Western Star Conoco 2013 173.04 Westside Fuel 2013 4,700.00 Weststar International Ltd 2013 399.75 Williston Brewing 1/6/2014 28.78 Walmart purchase 1/6/2014 40.30 Mainstay suites 1/6/2014 85.00 Westside fuel 1/6/2014 278.78 Home of Economy Purchase 1/6/2014 588.49 Tractor S 120 Purchase 1/7/2014 50.00 Outsiders bar 1/7/2014 54.24 Recur debit card payment Boxinc 1/8/2014 71.70 Pilot Flying 1/8/2014 75.35 Kum & Go 1/8/2014 120.00 Outlaws Bar & Grill 1/8/2014 744.00 Sales pro crm DBT Card payment 1/13/2014 2.00 Bal Inquiry fee 1/13/2014 23.75 Myers Auto Parts 1/13/2014 86.33 Westside fuel inc 1/13/2014 481.16 WalMart Super centre 1/13/2014 533.80 Nemont 1/14/2014 88.33 Wild Bis Alexander 1/14/2014 98.12 Dish network - Recurring Debit crd pmt 1/14/2014 150.00 Missouri Club Williston 1/14/2014 250.00 Williston Brewing 1/21/2014 86.51 Westside fuel 1/21/2014 207.92 Holiday Inn Kansas 1/21/2014 693.20 Walmart Purchase 1/22/2014 167.00 Business Filings 1/22/2014 167.00 Business Filings 1/23/2014 13.27 Municipay Services 1/23/2014 401.61 Professional Comm Messaging Services 1/23/2014 541.50 McKenzie County Tr Chk card Purchase 1/24/2014 712.30 Recur Debit Crd Pmt Vzwrlss Apocc 1/24/2014 3,800.00 ORB Marketing Solutions 1/27/2014 83.72 Tesco Store MK 2/3/2014 245.00 Salespro Crm Mississauga 2/3/2014 319.95 Oceania Paris Lssy Les Moul 2/7/2014 53.94 Recur Debit Crd Pmt Boxinc Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 76 of 98 Page 26 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2/11/2014 95.38 Nemont 2/11/2014 289.00 Wki CtCorporation 2/12/2014 87.14 Westside Fuel Inc 2/12/2014 4,000.00 Chk crd purchase 02/12 CCB CCR 2/14/2014 52.38 chk crd purchase western star concoc williston 2/14/2014 98.12 Recur debit crd pmt dish ntwk 2/14/2014 98.56 Chk crd purchase Doc Holidays Roadh 2/18/2014 15.69 Cash wise foods 2/18/2014 40.00 Wildcat Pizzeria 2/18/2014 51.00 Bww Williston 2/18/2014 68.07 Westside fuel inc 2/18/2014 100.00 Westside fuel inc 2/18/2014 360.00 Williston Brewing 2/18/2014 447.25 Williston Brewing 2/18/2014 450.00 delta air 2/18/2014 587.43 Williston True Val Williston 2/18/2014 1,089.19 Cash wise foods 2/18/2014 2,109.44 POS Purchase Walmart Super Centre 2/19/2014 80.00 Wildcat Pizzeria 2/19/2014 94.30 Westside Fuel inc 2/19/2014 174.24 United Rentals 2/19/2014 1,705.58 Walmart POS Purchase 2/20/2014 100.00 DELTA AIR 2/24/2014 1,022.17 Recur Debit Crd Pmt Vzwrlss Apocc Visb 2/25/2014 530.75 Professional Communication Messaging Service 3/3/2014 50.00 Kum Go 3/3/2014 194.93 POS Purchase Walmart 3/4/2014 27.43 Walmart POS Purchase 3/5/2014 27.25 Williston Brewing 3/5/2014 170.00 Williston Brewing 3/5/2014 236.86 Walmart 3/6/2014 91.35 Western Star Concoc 3/6/2014 110.00 Williston Brewing 3/6/2014 400.00 J Hadley Designs 3/7/2014 22.88 Albertsons Williston 3/7/2014 50.33 Nominet UK 3/7/2014 60.00 Williston Brewing 3/7/2014 188.02 Albertsons Williston Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 77 of 98 Page 27 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 3/7/2014 196.00 Sales Pro CRM 3/10/2014 55.40 Recur Dbt Crd Pmt Box.com uk ltd 3/10/2014 88.30 Farmers Union 3/11/2014 75.00 Kum & Go 3/12/2014 16.65 Nominet UK 3/12/2014 100.00 Williston Brewing 3/12/2014 650.49 Walmart Purchase 3/12/2014 791.00 Walmart Purchase 3/13/2014 91.25 Hangers Williston 3/14/2014 260.00 Williston Brewing 3/17/2014 98.12 Recur Dbt crd pmt Dish Ntwrk 3/17/2014 160.00 Armstrong Sanitati 3/24/2014 1,145.61 Williston Brewing 3/24/2014 1,301.49 Recur Dbt Crd Pmt VZWRLSS APOCC 3/25/2014 462.61 Professional Communication Message Service 4/2/2014 245.00 Sales pro CRM 4/3/2014 400.00 Chk Crd Purchase J Hadley Designs 4/7/2014 57.40 Shell Service Station 4/8/2014 95.90 Westside fuel Inc 4/9/2014 55.28 Recur Dbt Crd Pmt Box.com 4/10/2014 67.14 Western Star Conoc 4/10/2014 207.00 atm withdrawal williston 4/10/2014 300.00 Basil Sushi Bar 4/11/2014 70.00 Outlaws Bar & Grill 4/14/2014 98.12 Dish Ntwrk Recur Dbt Crd Pmt 4/14/2014 100.00 Williston Brewing 4/14/2014 200.00 Jackalopes 4/14/2014 360.00 Alexisenter 4/14/2014 1,085.09 Williston Brewing 4/15/2014 100.00 Williston Brewing 4/15/2014 250.00 Williston Brewing 4/15/2014 845.69 The Williston 4/15/2014 1,200.00 Alexisenter 4/16/2014 7.46 Walmart Super Centre 4/16/2014 22.57 Walmart Super Centre 4/16/2014 97.06 Walmart Super Centre 4/18/2014 45.03 Simonson Wil 4/18/2014 213.96 Complete Nutrition Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 78 of 98 Page 28 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 4/18/2014 1,307.46 MBS Convention Ser Singapore 4/21/2014 95.21 Westside Fuel Inc 4/21/2014 207.00 atm withdrawal williston 4/21/2014 241.62 Walmart Super Centre 4/23/2014 672.16 Professional Communication Messaging Services 4/29/2014 72.63 Western Star Co 4/30/2014 80.00 Williston Brewing Williston ND 5/2/2014 81.01 Western Star Conoc Williston 5/2/2014 91.00 Access Insur CA Atlanta 5/2/2014 400.00 J Hadley Designs 5/5/2014 50.00 Williston Brewing 5/5/2014 80.00 Williston Brewing 5/5/2014 98.99 Westside fuel Inc 5/5/2014 245.00 Sales Pro CRM 5/6/2014 86.05 The Wild Bis 5/6/2014 89.45 Williston Brewing 5/6/2014 90.00 Sakura 5/7/2014 20.00 Williston Brewing 5/7/2014 78.71 Westside fuel inc 5/7/2014 100.00 Williston Brewing 5/8/2014 55.00 Jackalopes Williston 5/8/2014 56.04 Recurring Dbt crd pmt - Box.com Uk 5/8/2014 100.00 Williston Brewing 5/8/2014 100.00 Williston Brewing 5/9/2014 100.00 Sakura Williston 5/9/2014 222.39 Walmart Purchase 5/9/2014 4,000.00 Chk crd purchase ccb-ccr Williston 5/12/2014 15.60 Denver Yellow Cab 5/12/2014 34.21 WalMart Purchase 5/12/2014 72.60 Denver Yellow Cab 5/12/2014 73.26 Kum Go 5/12/2014 97.21 Williston Brewing 5/12/2014 396.23 Hotels.Com 5/12/2014 878.00 Chk Crd Purchase - United 5/12/2014 878.00 Chk Crd Purchase - United 5/13/2014 65.00 Union Taxi Englewood Co 5/13/2014 70.00 Kona Grill Denver 5/13/2014 1,222.44 Walmart Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 79 of 98 Page 29 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 5/14/2014 35.00 The Williston 5/14/2014 190.00 Sakura Williston 5/15/2014 90.00 Williston Brewing 5/15/2014 98.12 Recur Dbt Crd Pmt - Dish Ntwrk 5/15/2014 200.00 Jackalopes Williston 5/19/2014 10.95 Simonson Williston 5/19/2014 23.29 Walmart Purchase 5/19/2014 40.00 Gramma Sharons 5/19/2014 50.00 Williston Brewing 5/19/2014 92.00 Simonson Williston 5/19/2014 193.95 Nemont Smart H Mt 5/19/2014 210.00 Sakura Williston 5/19/2014 542.85 Walmart Purchase 5/20/2014 25.00 The Williston 5/20/2014 31.78 TGI Fridays 5/20/2014 130.00 Basil Sushi Bar 5/23/2014 719.18 Professional Communication Messaging Service 5/27/2014 910.38 Recur Dbt Crd Pmt Vzwrlss apoccc 5/30/2014 140.00 chk crd purchase superbiz.com 6/2/2014 34.16 Shell Services 6/2/2014 125.00 Katsuya Glendale CA 6/2/2014 190.04 Cheapoair.com 6/2/2014 300.00 Purchases 05/30 NDPC - WBPC 6/2/2014 400.00 Purchases J Hadley Designs 6/3/2014 411.75 Hotels.com 6/4/2014 245.00 Salespro CRM Mississauga CD 6/5/2014 45.00 United 6/5/2014 47.00 United 6/5/2014 120.00 Gorden Ramsey Las Vegas 6/5/2014 499.00 United 6/5/2014 499.00 United 6/9/2014 35.69 Cash Wise Foods williston 6/9/2014 70.00 The Williston at Williston 6/9/2014 130.00 The Willisto at williston 6/9/2014 180.72 Wal Mark Williston 6/9/2014 329.33 Wal Mart Super Centre 6/9/2014 700.00 JACKALOPES Williston 6/10/2014 70.00 Williston Brewing Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 80 of 98 Page 30 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 6/10/2014 130.00 Basil sushi Bar 6/10/2014 465.00 Superbiz.com 6/11/2014 32.00 Superbiz Corpkit 6/11/2014 95.96 Basil sushi Bar Williston 6/11/2014 160.00 Sakura williston 6/11/2014 278.95 Wal Mart Super Centre 6/12/2014 50.00 Val-AM Stop 6/12/2014 100.00 Williston Brewing 6/12/2014 170.00 The Williston 6/12/2014 232.06 Purchases williston true Value 6/13/2014 30.00 The Williston 6/13/2014 73.25 Simonson Wil 6/13/2014 283.33 POS Purchase Walmart Wal Mart Supermarket 6/13/2014 290.00 Purchses Superbiz.com 6/16/2014 20.00 The williston 6/16/2014 35.00 Williston Brewing 6/16/2014 56.08 Box.com 6/16/2014 92.38 Williston Brewing 6/16/2014 98.12 Recurring Payment Autopay/Dish 6/16/2014 255.84 The williston 6/16/2014 375.00 Purchaes Superbiz.com 6/17/2014 269.23 The williston 6/18/2014 25.00 The Williston 6/18/2014 70.00 Outlaws Bar & Grill 6/18/2014 99.00 Purchase Real estate Comm 6/18/2014 128.31 Wal Mart 1565 Williston 6/18/2014 150.00 Williston brewing 6/18/2014 253.50 Wal Mark Super Centre 6/19/2014 135.00 Chk crd purchase The Williston 6/23/2014 50.00 Williston Brewing 6/23/2014 84.76 Simonson Williston 6/23/2014 88.76 Simonson Williston 6/23/2014 120.00 The Williston 6/23/2014 316.99 Williston Brewing 6/23/2014 450.13 Purchases Verizon Wrls 6/24/2014 89.01 The Williston 6/24/2014 140.00 Purchases Williston Brewing 6/24/2014 789.47 Professional communication Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 81 of 98 Page 31 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 6/24/2014 924.80 Recurring payment 6/25/2014 43.70 Purchase Basil Sushi Bar & Williston 6/25/2014 60.00 Purchase D - N Lights ST PAUL MN 6/25/2014 83.69 Purchase Simonson Wil 1006 Williston 6/30/2014 400.00 Chk crd purchase J Hadley Designs 7/1/2014 1,000.00 CCB - CCR WILLISTO 701-572-5371 7/1/2014 4,000.00 CCB - CCR WILLISTO 701-572-5371 7/7/2014 101.67 POS PURCHASE - WILLISTON STATE COLLEG WILLISTON 7/7/2014 245.00 SALESPRO CRM MISSISSAUGA SalesProCRM GREAT AMERICAN LODGE llc COST 7/8/2014 587.29 POS PURCHASE - Wal Mart Super Cente 7/8/2014 3,895.00 ORB, 3700 34th Street, Orlando, FL 32805 7/10/2014 120.00 Funds Transfer WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 7/10/2014 123.00 Funds Transfer PROGRESSIVE *INSUR 800-776-4737 OH 425907XXXXXX1891 7/11/2014 15.00 Funds Transfer THE WILLISTON WILLISTON ND 7/11/2014 56.59 Funds Transfer INTL07/08 BOX.COM UK LTD GBP BOX.COM GB 7/11/2014 68.88 Funds Transfer SIMONSON WIL1006 WILLISTON ND 7/11/2014 126.85 Funds Transfer SAKURA WILLISTON ND 7/11/2014 202.95 Funds Transfer 19 4TH STREET EFIRST INTLWILLISTON ND 1891 7/11/2014 275.00 Funds Transfer THE WILLISTON WILLISTON ND 7/11/2014 292.72 Funds Transfer Wal Mart Super Center WILLISTON ND 1891 7/11/2014 533.25 Funds Transfer PAYPAL *INTELLI-UA 855-937-1827 MD 7/14/2014 29.98 CHECK CRD PURCHASE 07/13 CELL PHONE SHOP 7/14/2014 49.98 CHECK CRD PURCHASE 07/11 SALES@AIRSQUIRRELS 7/14/2014 50.69 CHECK CRD PURCHASE 07/13 SIMONSON 7/14/2014 70.00 CHECK CRD PURCHASE 07/13 BASIL SUSHI BAR & WILLISTON 7/14/2014 71.04 CHECK CRD PURCHASE 07/10 SIMONSON WIL1006 WILLISTON ND 7/14/2014 90.00 CHECK CRD PURCHASE 07/11 J DUBS BAR AND GRI 7/14/2014 98.12 RECUR DEBIT CRD PMT07/13 AUTOPAY/DISH NTWK 7/14/2014 150.00 CHECK CRD PURCHASE 07/11 BASIL SUSHI BAR & WILLISTON ND 425907XXXXXX1891 304192686653820 ?MCC=5812 7/14/2014 150.00 CHECK CRD PURCHASE 07/12 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 384193766883289 ?MCC=5812 7/14/2014 200.00 CHECK CRD PURCHASE 07/10 SAKURA WILLISTON ND 425907XXXXXX1891 084191776249410 ?MCC=5812 7/15/2014 19.89 CHECK CRD PURCHASE 07/14 WILLISTON BREWING 7/15/2014 32.00 CHECK CRD PURCHASE 07/15 SUPERBIZ CORPKIT 7/15/2014 70.00 CHECK CRD PURCHASE 07/14 THE WILLISTON Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 82 of 98 Page 32 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 7/15/2014 374.00 CHECK CRD PURCHASE 07/14 SUPERBIZ.COM 8004943124 FL 425907XXXXXX1891 384195629378830 ?MCC=7392 7/17/2014 11.31 CHECK CRD PURCHASE 07/16 MCDONALD'S 7/17/2014 90.00 07/17/14 CHECK CRD PURCHASE 07/14 MULLIGAN.. 7/17/2014 225.00 CHECK CRD PURCHASE 07/15 THE WILLISTON WILLISTON ND 425907XXXXXX1891 464196833584860 ?MCC=5812 7/18/2014 18.13 POS PURCHASE - WAL MART 1565 WILLISTON ND 1891 00000000850159451 7/18/2014 23.17 CHECK CRD PURCHASE 07/17 THE WILLISTON 7/18/2014 58.99 POS PURCHASE - WAL MART 7/18/2014 67.81 CHECK CRD PURCHASE 07/19 SIMONSON 7/18/2014 100.00 CHECK CRD PURCHASE 07/16 THE WILLISTON 7/18/2014 103.24 CHECK CRD PURCHASE 07/16 SIMONSON WIL1006 WILLISTON ND 425907XXXXXX1891 284197535391220 ?MCC=5542 7/18/2014 160.00 CHECK CRD PURCHASE 07/17 BASIL SUSHI BAR & WILLISTON ND 425907XXXXXX1891 304198849497766 ?MCC=5812 7/18/2014 200.00 CHECK CRD PURCHASE 07/18 THE BAKKEN CLUB WILLISTON ND 425907XXXXXX1891 384199651772157 ?MCC=5812 7/21/2014 156.04 POS PURCHASE - Wal Mart Super Center WILLISTON ND 1891 00000000049582383 7/22/2014 90.09 CHECK CRD PURCHASE 07/19 THE WILLISTON 7/22/2014 98.13 CHECK CRD PURCHASE 07/21 WESTSIDE FUEL INC 7/22/2014 110.00 CHECK CRD PURCHASE 07/18 THE WILLISTON WILLISTON ND 425907XXXXXX1891 384200135558046 ?MCC=5812 7/22/2014 120.42 CHECK CRD PURCHASE 07/20 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 384201719930673 ?MCC=5812 7/24/2014 12.00 CHECK CRD PURCHASE 07/22 WILLISTON BREWING 7/24/2014 38.06 CHECK CRD PURCHASE 07/23 WESTERN STAR CONOC 7/24/2014 54.72 CHECK CRD PURCHASE 07/23 SIMONSON WIL1006 7/24/2014 60.00 CHECK CRD PURCHASE 07/22 THE WILLISTON 7/24/2014 60.23 CHECK CRD PURCHASE 07/23 MAILBOX SOLUTIONS 7/24/2014 68.85 CHECK CRD PURCHASE 07/22 BASIL SUSHI BAR & 7/24/2014 75.00 CHECK CRD PURCHASE 07/23 THE WILLISTON 7/24/2014 110.00 CHECK CRD PURCHASE 07/21 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 464202736445617 ?MCC=5812 7/24/2014 130.00 CHECK CRD PURCHASE 07/22 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 304203001924232 ?MCC=5812 7/24/2014 130.59 CHECK CRD PURCHASE 07/23 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 384204784005134 ?MCC=5812 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 83 of 98 Page 33 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 7/24/2014 245.61 POS PURCHASE - WAL MART 1565 WILLISTON ND 1891 00000000142248615 7/24/2014 285.00 CHECK CRD PURCHASE 07/24 DELTA AIR 006824 WILLISTON ND 425907XXXXXX1891 304205753561418 ?MCC=3058 7/24/2014 707.47 CHECK CRD PURCHASE 07/22 PROFESSIONAL COMMU 814-4592000 PA 425907XXXXXX1891 584203648088714 ?MCC... 7/24/2014 1,021.27 RECUR DEBIT CRD PMT07/23 VZWRLSS*APOCC VISB 800-922-0204 GA 425907XXXXXX1891 304204363363528 ?MC... 7/28/2014 52.82 CHECK CRD PURCHASE 07/24 SIMONSON WIL1006 7/28/2014 302.95 ATM WITHDRAWAL - 19 4TH STREET EFIRST INTLWILLISTON ND 1891 00464205003339738 7/31/2014 500.00 Funds Transfer 8/4/2014 245.00 CRM MISSISSAUGA 8/7/2014 20.00 Funds Transfer 8/7/2014 55.66 Funds Transfer 8/7/2014 250.00 Funds Transfer 8/12/2014 13.88 Supercenter 8/12/2014 30.00 The Williston 8/12/2014 50.00 Funds Transfer 8/12/2014 100.00 Funds Transfer 8/12/2014 130.52 Wall Mart 8/12/2014 150.00 Sakura Williston 8/12/2014 200.00 Funds Transfer 8/14/2014 8.35 Funds Transfer 8/14/2014 16.00 Funds Transfer 8/14/2014 62.69 Funds Transfer 8/14/2014 65.93 Simonson 8/14/2014 68.36 Funds Transfer 8/14/2014 87.15 Funds Transfer 8/14/2014 103.12 Funds Transfer 8/14/2014 140.50 Funds Transfer 8/14/2014 172.31 Funds Transfer 8/14/2014 301.14 Funds Transfer 8/18/2014 0.11 CHECK CRD PURCHASE 08/14 CENEX CENEX 8/18/2014 51.89 CHECK CRD PURCHASE 08/15 SIMONSON 8/18/2014 60.00 CHECK CRD PURCHASE 08/14 WILLISTON BREWING 8/18/2014 60.00 CHECK CRD PURCHASE 08/15 D-N LIGHTS 8/18/2014 88.67 CHECK CRD PURCHASE 08/14 CENEX Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 84 of 98 Page 34 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 8/18/2014 221.00 CHECK CRD PURCHASE 08/14 THE WILLISTON WILLISTON ND 425907XXXXXX1891 584227032888088 ?MCC=5812 8/19/2014 199.00 Dropbox 8/19/2014 449.99 Droptask.com 8/22/2014 809.93 CHECK CRD PURCHASE 08/22 PROFESSIONAL COMMU 814-4592000 PA 425907XXXXXX1891 384234666931621 ?MCC... 8/25/2014 986.88 RECUR DEBIT CRD PMT08/23 VZWRLSS*APOCC VISB 800-922-0204 GA 425907XXXXXX1891 384235363025716 ?MC... 8/29/2014 290.82 CHECK CRD PURCHASE 08/28 GOOGLE *ADWS829336 CC@GOOGLE.COM CA 425907XXXXXX1891 384240397648669 ?M... 9/3/2014 164.30 DEBIT CRD PURCHASE 09/02 PAYPAL *SCND 35314369001 LU 425907XXXXXX1891 004245607221955 ?MCC=7375 9/5/2014 14.00 CHECK CRD PURCHASE 09/04 USCUSTOMS 9/5/2014 196.00 DEBIT CRD PURCHASE 09/03 SALESPRO CRM MISSISSAUGA CD 425907XXXXXX1891 384246581963713 ?MCC=7311 9/8/2014 98.02 DEBIT CRD PUR INTL 09/07 THE BRIDGE BAR HEATHROW 9/10/2014 53.32 RECUR DBCD PMT INTL09/09 BOX.COM UK LTD GBP BOX.COM 9/10/2014 98.37 CHECK CRD PURCHASE 09/08 SIMONSON 9/10/2014 98.45 CHECK CRD PURCHASE 09/08 SIMONSON 9/10/2014 240.00 CHECK CRD PURCHASE 09/08 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 584252094481169 ?MCC=5812 9/10/2014 717.28 CHECK CRD PURCHASE 09/09 SP * DRONES ETC. DRONESETC.MYS UT 425907XXXXXX1891 464252717160363 ?MCC... 9/11/2014 58.30 DEBIT CRD PURCHASE 09/10 PAYPAL 9/12/2014 60.00 CHECK CRD PURCHASE 09/09 ELEVEN RESTAURANT 9/15/2014 16.00 CHECK CRD PURCHASE 09/12 BUBBAS BUBBLES CAR 9/15/2014 20.00 CHECK CRD PURCHASE 09/11 ELEVEN RESTAURANT 9/15/2014 87.43 CHECK CRD PURCHASE 09/12 SIMONSON 9/15/2014 103.12 RECUR DEBIT CRD PMT09/12 AUTOPAY/DISH NTWK 800-894-9131 CO 425907XXXXXX1891 304255335608177 ?MCC... 9/15/2014 120.00 CHECK CRD PURCHASE 09/13 BASIL SUSHI BAR & WILLISTON ND 425907XXXXXX1891 464256813192329 ?MCC=5812 9/15/2014 139.18 DEBIT CRD PUR INTL 09/13 EC MAINLINE CO T/O LNDON N1 6121 GB 425907XXXXXX2908 854257009850867 ?M... 9/15/2014 170.00 CHECK CRD PURCHASE 09/10 SAKURA WILLISTON ND 425907XXXXXX1891 004254118822323 ?MCC=5812 9/15/2014 200.00 CHECK CRD PURCHASE 09/14 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 304258049663651 ?MCC=5812 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 85 of 98 Page 35 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 9/15/2014 210.00 CHECK CRD PURCHASE 09/11 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 464254688914527 ?MCC=5812 9/15/2014 1,094.54 POS PURCHASE - WAL-MART #1565 WILLISTON ND 1891 00000000142440439 9/16/2014 30.00 CHECK CRD PURCHASE 09/13 ELEVEN RESTAURANT 9/16/2014 100.00 CHECK CRD PURCHASE 09/14 EXXONMOBIL 9/17/2014 70.00 CHECK CRD PURCHASE 09/16 WILLISTON BREWING 9/18/2014 33.48 POS PURCHASE - WM SUPERC Wal-Mart Sup 9/18/2014 189.00 CHECK CRD PURCHASE 09/17 BUSINESS FILINGS 800-981-7183 WI 425907XXXXXX1891 384260595075791 ?MCC=... 9/19/2014 70.00 CHECK CRD PURCHASE 09/17 ELEVEN RESTAURANT 9/22/2014 18.99 Subway Williston 9/22/2014 20.00 Eleven restaurant 9/22/2014 70.00 Brewing Williston 9/22/2014 80.91 Holiday STNStore Williston 9/22/2014 106.00 Brewing Williston 9/22/2014 150.00 Williston Chamber 9/23/2014 19.94 CHECK CRD PURCHASE 09/22 MCDONALD'S 9/23/2014 129.03 POS PURCHASE - WAL-MART #1565 WILLISTON ND 1891 00000000845626692 9/23/2014 150.00 CHECK CRD PURCHASE 09/21 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 464264845743657 ?MCC=5812 9/24/2014 31.15 CHECK CRD PURCHASE 09/24 TRAVEL INSURANCE 9/24/2014 68.49 CHECK CRD PURCHASE 09/22 SIMONSON WIL1006 9/24/2014 80.00 CHECK CRD PURCHASE 09/22 ELEVEN RESTAURANT 9/24/2014 200.00 CHECK CRD PURCHASE 09/23 UNCLE EDS STEAKHOU GRAND ISLAND NE 425907XXXXXX1891 384267055823936 ?MC... 9/24/2014 225.50 CHECK CRD PURCHASE 09/23 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 384266079784593 ?MCC=5812 9/24/2014 426.59 POS PURCHASE - Wal-Mart Super Center GRAND ISLAND NE 1891 00000000644685342 9/24/2014 496.87 CHECK CRD PURCHASE 09/23 PROFESSIONAL COMMU 814-4592000 PA 425907XXXXXX1891 464266638023542 ?MCC... 9/24/2014 1,372.51 RECUR DEBIT CRD PMT09/23 VZWRLSS*APOCC VISB 800-922-0204 GA 425907XXXXXX1891 304266362761951 ?MC... 9/26/2014 100.00 CHECK CRD PURCHASE 09/24 NAPOLIS GRAND ISLAND 9/26/2014 519.10 CHECK CRD PURCHASE 09/24 DELTA AIR 006237 DELTA.COM CA 425907XXXXXX1891 304267687857888 ?MCC=3058 9/26/2014 2,288.82 CHECK CRD PURCHASE 09/24 ORB 407-4019690 FL 425907XXXXXX1891 384267594411012 ?MCC=7311 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 86 of 98 Page 36 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 9/29/2014 22.00 CHECK CRD PURCHASE 09/27 ELEVEN RESTAURANT 9/29/2014 40.00 CHECK CRD PURCHASE 09/25 BUFFALO WILD WINGS 9/29/2014 45.00 CHECK CRD PURCHASE 09/27 WILLISTON BREWING 9/29/2014 48.58 CHECK CRD PURCHASE 09/27 SIMONSON 9/29/2014 101.36 CHECK CRD PURCHASE 09/28 GRAMMA SHARONS WILLISTON ND 425907XXXXXX1891 304271831084144 ?MCC=5812 9/29/2014 223.65 POS PURCHASE - WAL-MART #1565 WILLISTON ND 1891 00000000254600691 9/29/2014 536.75 CHECK CRD PURCHASE 09/26 HOLIDAY INN EXPRES GRAND ISLAND NE 425907XXXXXX1891 304267074567838 ?MC... 9/30/2014 7.55 CHECK CRD PURCHASE 09/28 SIMONSON 9/30/2014 10.00 CHECK CRD PURCHASE 09/29 MEDIAPASS 9/30/2014 50.00 CHECK CRD PURCHASE 09/28 D-N LIGHTS 9/30/2014 69.91 CHECK CRD PURCHASE 09/28 SIMONSON 9/30/2014 100.00 CHECK CRD PURCHASE 09/28 WILLISTON BREWING 10/2/2014 4.01 CHECK CRD PURCHASE 10/01 INSTANTWORLDBOOKIN 10/3/2014 147.00 DEBIT CRD PURCHASE 10/01 SALESPRO CRM MISSISSAUGA CD 425907XXXXXX1891 304274553990422 ?MCC=7311 10/3/2014 891.00 CHECK CRD PURCHASE 10/02 BUYDOMAINS COM 866-3519586 MA 425907XXXXXX1891 584274490234800 ?MCC=4816 10/6/2014 20.00 DEBIT CRD PURCHASE 10/02 PAYPAL *ENVATO MKP 10/9/2014 41.00 CHECK CRD PURCHASE 10/13 KFC 10/9/2014 53.40 RECUR DBCD PMT INTL10/08 BOX.COM UK LTD GBP BOX.COM 10/9/2014 103.12 RECUR DEBIT CRD PMT10/13 AUTOPAY/DISH NTWK 800-894-9131 CO 425907XXXXXX1891 304286336190157 ?MCC... 10/9/2014 140.19 CHECK CRD PURCHASE 10/13 MURPHY MOTORS INC WILLISTON ND 425907XXXXXX1891 464286569292164 ?MCC=5511 10/9/2014 385.32 POS PURCHASE - WAL-MART #1565 WILLISTON ND 1891 00000000844698251 10/9/2014 8,232.94 CHECK CRD PURCHASE 10/11 WILLIAMS SCOTSMAN 800-699-2330 MD 425907XXXXXX1891 304283514798883 ?MCC... 10/16/2014 40.00 CHECK CRD PURCHASE 10/14 ELEVEN RESTAURANT 10/16/2014 75.91 CHECK CRD PURCHASE 10/14 SIMONSON 10/16/2014 100.00 CHECK CRD PURCHASE 10/15 NDDOT-DRIVERS LICE 10/17/2014 8.79 CHECK CRD PURCHASE 10/15 MAILBOX SOLUTION 10/17/2014 40.00 CHECK CRD PURCHASE 10/16 WILDCAT PIZZERIA 10/17/2014 100.00 CHECK CRD PURCHASE 10/16 ELEVEN RESTAURANT 10/17/2014 185.15 CHECK CRD PURCHASE 10/17 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 384291085532618 ?MCC=5812 10/17/2014 468.57 POS PURCHASE - WAL-MART #1565 WILLISTON ND 1891 00000000535031527 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 87 of 98 Page 37 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 10/17/2014 706.05 CHECK CRD PURCHASE 10/17 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 304291106327448 ?MCC=5812 10/17/2014 2,525.00 CHECK CRD PURCHASE 10/16 NEHRING LAW OFFICE WILLISTON ND 425907XXXXXX1891 584289662548108 ?MCC=8111 10/21/2014 23.00 CHECK CRD PURCHASE 10/19 WILLISTON BREWING 10/21/2014 122.57 CHECK CRD PURCHASE 10/20 IN *PIERCE AUTO BO 701-5721001 ND 425907XXXXXX1891 584293771661076 ?MCC... 10/22/2014 75.00 CHECK CRD PURCHASE 10/20 OUTLAWS BAR & GRIL 10/22/2014 80.00 CHECK CRD PURCHASE 10/20 THE BAKKEN CLUB 10/22/2014 89.49 CHECK CRD PURCHASE 10/20 SIMONSON 10/22/2014 100.00 CHECK CRD PURCHASE 10/20 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 464294136990923 ?MCC=5812 10/22/2014 110.30 DEBIT CRD PUR INTL 10/20 THE PHOENIX HOTEL YOGYAKARTA IK 425907XXXXXX2908 304293036947467 ?MCC=7011 10/23/2014 55.00 CHECK CRD PURCHASE 10/21 TGI_FRIDAYS 10/23/2014 82.50 CHECK CRD PURCHASE 10/21 THE OLIVE GARD0004 GRAND ISLAND NE 425907XXXXXX1891 384295063153722 ?MC... 10/23/2014 490.88 CHECK CRD PURCHASE 10/22 PROFESSIONAL COMMU 814-4592000 PA 425907XXXXXX1891 584295684527913 ?MCC... 10/24/2014 27.85 CHECK CRD PURCHASE 10/23 CENTRAL TV HDW CENTRAL CITY NE 10/24/2014 80.00 CHECK CRD PURCHASE 10/22 BUFFALO WILD WINGS GRAND ISLAND 10/24/2014 185.14 CHECK CRD PURCHASE 10/23 CENTRAL TV HDW CENTRAL CITY NE 425907XXXXXX1891 304296650285663 ?MCC=5251 10/24/2014 1,072.49 RECUR DEBIT CRD PMT10/23 VZWRLSS*APOCC VISB 800-922-0204 GA 425907XXXXXX1891 584296362732099 ?MC... 10/27/2014 30.01 CHECK CRD PURCHASE 10/24 WAFFLESNMORE 10/27/2014 75.00 CHECK CRD PURCHASE 10/24 ELEVEN RESTAURANT 10/27/2014 76.11 POS PURCHASE - SIMONSON-WILLI WILLISTON ND 1891 00464298454061886 10/27/2014 100.00 CHECK CRD PURCHASE 10/23 FUJI JAPANESE STEA GRAND ISLAND NE 425907XXXXXX1891 004297013335104 ?MC... 10/27/2014 266.85 POS PURCHASE - WM SUPERC Wal-Mart Sup WILLISTON ND 1891 00000000546131434 10/27/2014 485.64 CHECK CRD PURCHASE 10/24 HOLIDAY INN EXPRES GRAND ISLAND NE 425907XXXXXX1891 304295004832130 ?MC... 10/28/2014 40.50 CHECK CRD PURCHASE 10/26 BASIL SUSHI BAR & 10/28/2014 50.00 CHECK CRD PURCHASE 10/26 D-N LIGHTS 10/28/2014 100.00 CHECK CRD PURCHASE 10/26 DELTA AIR 006825 WILLISTON ND 425907XXXXXX1891 304299646785191 ?MCC=3058 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 88 of 98 Page 38 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 11/3/2014 147.00 DEBIT CRD PURCHASE 10/31 SALESPRO CRM MISSISSAUGA CD 425907XXXXXX1891 304304470976392 ?MCC=7311 11/4/2014 50.00 CHECK CRD PURCHASE 11/02 D-N LIGHTS 11/5/2014 38.15 CHECK CRD PURCHASE 11/04 LINCOLN FATDOGS 11/5/2014 74.93 CHECK CRD PURCHASE 11/04 TA WILD BISON 11/5/2014 133.94 CHECK CRD PURCHASE 11/03 HOLIDAY INN EXPRES 402-4640588 NE 425907XXXXXX1891 584307135248858 ?MCC... 11/5/2014 138.54 CHECK CRD PURCHASE 11/04 HOLIDAY INN EXPRES GRAND ISLAND NE 425907XXXXXX1891 304307808223464 ?MC... 11/5/2014 270.35 CHECK CRD PURCHASE 11/04 NATIONAL CAR RENTA LINCOLN NE 425907XXXXXX1891 464307123104093 ?MCC=3393 11/5/2014 8,103.25 WUBS LLC DEBITS Nov 04 1651328 NORTH DAKOTA DEVELOPME 11/6/2014 30.00 CHECK CRD PURCHASE 11/05 ELEVEN RESTAURANT 11/6/2014 100.00 CHECK CRD PURCHASE 11/04 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 464309137070049 ?MCC=5812 11/6/2014 188.00 CHECK CRD PURCHASE 11/05 D&B*SMALL BUSINESS 800-932-0025 NJ 425907XXXXXX1891 464309705369512 ?MC... 11/7/2014 80.00 CHECK CRD PURCHASE 11/06 WILLISTON BREWING 11/10/2014 171.12 CHECK CRD PURCHASE 11/06 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 304311050519695 ?MCC=5812 11/10/2014 172.28 CHECK CRD PURCHASE 11/07 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 584311846563080 ?MCC=5812 11/10/2014 181.46 POS PURCHASE - WM SUPERC Wal-Mart Sup WILLISTON ND 1891 00000000532493990 11/10/2014 185.43 CHECK CRD PURCHASE 11/06 THE BAKKEN CLUB WILLISTON ND 425907XXXXXX1891 584310794633570 ?MCC=5812 11/10/2014 325.00 CHECK CRD PURCHASE 11/07 SUPERBIZ.COM 8004943124 FL 425907XXXXXX1891 384311753996446 ?MCC=7392 11/12/2014 55.00 CHECK CRD PURCHASE 11/09 WILLISTON BREWING 11/12/2014 75.00 POS PURCHASE - KUM & GO #804 WATFORD CITY ND 1891 00384317722442872 11/12/2014 79.06 CHECK CRD PURCHASE 11/10 WESTERN STAR CONOC 11/12/2014 103.12 RECUR DEBIT CRD PMT11/12 AUTOPAY/DISH NTWK 800-894-9131 CO 425907XXXXXX1891 464316371762725 ?MCC... 11/12/2014 140.00 CHECK CRD PURCHASE 11/11 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 464316009349256 ?MCC=5812 11/12/2014 354.00 CHECK CRD PURCHASE 11/13 SUPERBIZ.COM 8004943124 FL 425907XXXXXX1891 464317719774231 ?MCC=7392 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 89 of 98 Page 39 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 11/12/2014 400.00 CHECK CRD PURCHASE 11/11 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 584315102761121 ?MCC=5812 11/12/2014 406.63 POS PURCHASE - CASH WISE FOODS WILLISTON ND 1891 00000000347077271 11/12/2014 2,910.00 CHECK CRD PURCHASE 11/13 IN *BAKKEN TEK, IN 701-5809925 ND 425907XXXXXX1891 304317677451606 ?MCC... 11/17/2014 32.00 CHECK CRD PURCHASE 11/14 SUPERBIZ CORPKIT 11/17/2014 70.86 CHECK CRD PURCHASE 11/16 WILLISTON BREWING 11/17/2014 90.00 CHECK CRD PURCHASE 11/13 LUCY LUS 11/17/2014 96.49 CHECK CRD PURCHASE 11/16 SIMONSON 11/17/2014 100.00 CHECK CRD PURCHASE 11/16 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 384320768457994 ?MCC=5812 11/17/2014 120.00 CHECK CRD PURCHASE 11/15 WILLISTON BREWING WILLISTON ND 425907XXXXXX1891 584319730123041 ?MCC=5812 11/17/2014 125.16 CHECK CRD PURCHASE 11/13 MAILBOX SOLUTION P WATFORD CITY ND 425907XXXXXX1891 304317718242118 ?MC... 11/17/2014 420.11 CHECK CRD PURCHASE 11/15 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 584320056784429 ?MCC=5812 11/17/2014 560.00 CHECK CRD PURCHASE 11/14 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 584319051399261 ?MCC=5812 11/17/2014 607.98 CHECK CRD PURCHASE 11/19 DRI *NUANCE orderfind.com MN 425907XXXXXX1891 384323163732760 ?MCC=4816 11/17/2014 1,085.69 CHECK CRD PURCHASE 11/14 MDU/SPEEDPAY 800-638-3278 ND 425907XXXXXX1891 464317740704812 ?MCC=4900 11/17/2014 1,389.40 CHECK CRD PURCHASE 11/14 WILLIAMS SCOTSMAN 800-699-2330 MD 425907XXXXXX1891 464317629766769 ?MCC... 11/20/2014 7.58 POS PURCHASE - CASH WISE FOODS 11/21/2014 200.00 CHECK CRD PURCHASE 11/19 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 464324172275613 ?MCC=5812 11/24/2014 1.80 CHECK CRD PURCHASE 11/21 INSTANTWORLDBOOKIN . 11/24/2014 39.86 CHECK CRD PURCHASE 11/20 KFC 11/24/2014 48.75 CHECK CRD PURCHASE 11/20 ELEVEN RESTAURANT 11/24/2014 50.00 CHECK CRD PURCHASE 11/21 ND SECRETARY OF ST 11/24/2014 61.70 PURCHASE AUTHORIZED ON 11/24 WILLISTON BREWING 11/24/2014 75.00 CHECK CRD PURCHASE 11/20 SIMONSON 11/24/2014 129.00 PURCHASE AUTHORIZED ON 11/24 LOOPNET INC 415-243-4200 CA S304327536111208 CARD 1891 11/24/2014 202.94 CHECK CRD PURCHASE 11/20 MINUTE LUBE WILLISTON ND 425907XXXXXX1891 384324680912812 ?MCC=7531 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 90 of 98 Page 40 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 11/24/2014 220.27 CHECK CRD PURCHASE 11/20 ELEVEN RESTAURANT WILLISTON ND 425907XXXXXX1891 584325123677373 ?MCC=5812 11/24/2014 250.00 PURCHASE AUTHORIZED ON 11/25 WILLISTON BREWING WILLISTON ND S384329043984530 CARD 1891 11/24/2014 275.00 CHECK CRD PURCHASE 11/20 TRI-COUNTY GLASS WILLISTON ND 425907XXXXXX1891 164324555558267 ?MCC=7538 11/24/2014 452.69 PURCHASE AUTHORIZED ON 11/24 PROFESSIONAL COMMU 814-4592000 PA S584328608599148 CARD 1891 11/24/2014 677.53 PURCHASE AUTHORIZED ON 11/22 ELEVEN RESTAURANT WILLISTON ND S304327046119523 CARD 1891 11/24/2014 2,132.10 CHECK CRD PURCHASE 11/23 DELTA AIR 006237 DELTA.COM CA 425907XXXXXX1891 384327425735763 ?MCC=3058 11/24/2014 7,920.48 CHECK CRD PURCHASE 11/21 TRT BANNERS 877-223-6540 OH 425907XXXXXX1891 004325762924974 ?MCC=7333 11/25/2014 61.70 PURCHASE AUTHORIZED ON 11/24 WILLISTON BREWING 11/25/2014 129.00 PURCHASE AUTHORIZED ON 11/24 LOOPNET INC 415-243-4200 CA S304327536111208 CARD 1891 11/25/2014 250.00 PURCHASE AUTHORIZED ON 11/25 WILLISTON BREWING WILLISTON ND S384329043984530 CARD 1891 11/25/2014 677.53 PURCHASE AUTHORIZED ON 11/22 ELEVEN RESTAURANT WILLISTON ND S304327046119523 CARD 1891 11/28/2014 310.00 ATM WITHDRAWAL AUTHORIZED ON 11/27 10 26TH ST E WILLISTON ND 0002927 ATM ID 0731D CARD 1891 12/1/2014 2.00 11/29 1623 2ND AVE WILLISTON ND ATM ID LK145786 CARD 1891 12/1/2014 27.00 PURCHASE AUTHORIZED ON 11/27 ELEVEN RESTAURANT 12/1/2014 51.31 PURCHASE AUTHORIZED ON 11/27 SIMONSON 12/1/2014 95.88 Funds Transfer 12/1/2014 115.00 PURCHASE AUTHORIZED ON 11/26 ELEVEN RESTAURANT WILLISTON ND S584331114654934 CARD 1891 12/1/2014 200.00 PURCHASE AUTHORIZED ON 11/29 WILLISTON BREWING WILLISTON ND S304333777279202 CARD 1891 12/1/2014 203.00 NON-WF ATM WITHDRAWAL AUTHORIZED ON 11/29 1623 2ND AVENUEWILLISTON WILLISTON ND 0058433400505374... 12/1/2014 221.98 PURCHASE AUTHORIZED ON 11/26 ELEVEN RESTAURANT WILLISTON ND S464331148753524 CARD 1891 12/1/2014 305.00 NON-WF ATM WITHDRAWAL AUTHORIZED ON 11/30 3 MAIN STREET WHISPER'S WILLISTON ND 00304335209323499... Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 91 of 98 Page 41 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 12/1/2014 309.68 PURCHASE AUTHORIZED ON 11/27 ELEVEN RESTAURANT WILLISTON ND S464331749787914 CARD 1891 12/2/2014 307.00 ATM 5 SOUTH MAIN WILLISTON ND CARD1891 12/2/2014 307.00 NON-WF ATM WITHDRAWAL AUTHORIZED ON 12/01 5 SOUTH MAIN AGGREGATE WILLISTON ND 00304336203545733 ... 12/3/2014 50.00 PURCHASE AUTHORIZED ON 12/02 WILLISTON BREWING 12/3/2014 779.88 PURCHASE AUTHORIZED ON 12/02 LINKEDIN-163*26622 LINKEDIN.COM CA S304336553610839 CARD 1891 12/4/2014 72.27 PURCHASE LOAF N JUG # FAIRVIEW MT CARD1891 12/4/2014 226.59 PURCHASE Williston Williston ND CARD1891 12/8/2014 14.95 PURCHASE AUTHORIZED ON 12/07 CASH WISE FOODS 12/8/2014 43.00 PURCHASE AUTHORIZED ON 12/06 WILLISTON BREWING 12/8/2014 93.51 PURCHASE AUTHORIZED ON 12/07 CASH WISE FOODS 12/9/2014 145.15 PURCHASE AUTHORIZED ON 12/06 ELEVEN RESTAURANT WILLISTON ND S584341052660712 CARD 1891 12/10/2014 38.25 PURCHASE AUTHORIZED ON 12/10 SUPER PUMPER 12/10/2014 83.32 PURCHASE AUTHORIZED ON 12/08 GAFFANEYS 12/10/2014 120.00 PURCHASE AUTHORIZED ON 12/08 WILLISTON BREWING WILLISTON ND S584342712242486 CARD 1891 12/10/2014 129.27 PURCHASE AUTHORIZED ON 12/08 ELEVEN RESTAURANT WILLISTON ND S584343054106580 CARD 1891 12/11/2014 91.37 PURCHASE AUTHORIZED ON 12/09 ELEVEN RESTAURANT 12/11/2014 185.62 PURCHASE AUTHORIZED ON 12/09 WILLISTON BREWING WILLISTON ND S464343822933327 CARD 1891 12/12/2014 373.39 PURCHASE AUTHORIZED ON 12/10 ELEVEN RESTAURANT WILLISTON ND S384345178502304 CARD 1891 12/12/2014 3,861.00 PURCHASE AUTHORIZED ON 12/10 WILLISTON BOUTIQUE 701-8525553 ND S304344613777373 CARD 1891 12/15/2014 56.83 PURCHASE Williston Williston ND CARD1891 12/15/2014 103.12 PURCHASE AUTOPAY/DISH 800 894 9131 CO CARD1891 12/15/2014 127.35 PURCHASE AUTHORIZED ON 12/14 WILLISTON BREWING WILLISTON ND S464348051489485 CARD 1891 12/15/2014 180.00 PURCHASE AUTHORIZED ON 12/11 SAKURA WILLISTON ND S084346096630281 CARD 1891 12/15/2014 200.00 PURCHASE AUTHORIZED ON 12/11 WILLISTON BREWING WILLISTON ND S584345710091417 CARD 1891 12/15/2014 234.77 PURCHASE Williston Williston ND CARD1891 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 92 of 98 Page 42 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 12/15/2014 1,791.10 PURCHASE AUTHORIZED ON 12/12 DELTA AIR 006237 DELTA.COM CA S584346606609502 CARD 1891 12/16/2014 26.95 PURCHASE WILLISTON BR WILLISTON ND CARD1891 12/16/2014 238.74 PURCHASE Williston Williston ND CARD1891 12/16/2014 279.92 PURCHASE AUTHORIZED ON 12/15 WILLISTON BREWING WILLISTON ND S384349086916646 CARD 1891 12/16/2014 437.48 PURCHASE WILLISTON BR WILLISTON ND CARD1891 12/17/2014 35.00 PURCHASE AUTHORIZED ON 12/15 WILLISTON BREWING 12/17/2014 250.00 PURCHASE AUTHORIZED ON 12/15 WILLISTON BREWING WILLISTON ND S384349795967938 CARD 1891 12/18/2014 500.00 PURCHASE AUTHORIZED ON 12/16 ELEVEN RESTAURANT WILLISTON ND S464351184404193 CARD 1891 12/22/2014 65.00 Purchase authorized on 12/22 Superbiz Corpkit 12/22/2014 129.00 Purchase authorized on 12/25 Loopnet Inc 202-3466500 CAopnet Inc 202-3466500 CA 12/22/2014 338.47 Purchase authorized on 12/23 Professional Commu 814-4592000 PAS464357671596780 Card 1891 12/22/2014 394.00 Purchase authorized on 12/22 Superbiz.Com 8004943124 FL 12/22/2014 946.35 Recurring Payment authorized on 12/23 Vzwrlss*Apocc Visb 800-922-0204 GA S304357398897188 Card 1891 12/22/2014 77.84 Purchase Intl authorized on 12/19 Sdmc Park City Kuala Lumpur My S284353327157714 Card 2908 1/5/2015 3,853.30 PURCHASE AUTHORIZED ON 01/02 WILLISTON BOUTIQUE 701-8525553 ND S585002663735634 CARD 1891 1/14/2015 103.12 RECURRING PAYMENT AUTHORIZED ON 01/12 AUTOPAY/DISH NTWK 800-894-9131 CO S465012372101351 CARD 1891 1/15/2015 600.00 PURCHASE AUTHORIZED ON 01/14 PAYPAL *CONSUMERPR 35314369001 LU S085014485101641 CARD 1891 1/20/2015 62.04 PURCHASE AUTHORIZED ON 01/16 KUM & GO # 1/20/2015 399.94 PURCHASE AUTHORIZED ON 01/17 ELEVEN RESTAURANT WILLISTON ND S465018041735462 CARD 1891 1/20/2015 1,268.85 PURCHASE AUTHORIZED ON 01/15 MDU/SPEEDPAY 800-638-3278 ND S585014557753629 CARD 1891 1/21/2015 26.50 PURCHASE AUTHORIZED ON 01/19 ELEVEN RESTAURANT 1/21/2015 62.99 PURCHASE AUTHORIZED ON 01/20 SALES@AIRSQUIRRELS 1/21/2015 207.46 PURCHASE AUTHORIZED ON 01/19 ELEVEN RESTAURANT WILLISTON ND S465020189136839 CARD 1891 1/23/2015 84.26 PURCHASE AUTHORIZED ON 01/22 PROFESSIONAL COMMU Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 93 of 98 Page 43 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 1/26/2015 15.00 PURCHASE AUTHORIZED ON 01/24 WILLISTON BREWING 1/26/2015 50.00 PURCHASE AUTHORIZED ON 01/24 WILLISTON BREWING 1/26/2015 52.00 PURCHASE AUTHORIZED ON 01/23 WILLISTON BREWING 1/26/2015 129.00 PURCHASE AUTHORIZED ON 01/25 LOOPNET INC 202-3466500 DC S465023403711020 CARD 1891 1/26/2015 130.00 PURCHASE AUTHORIZED ON 01/22 WILLISTON BREWING WILLISTON ND S585022773781914 CARD 1891 1/26/2015 160.18 PURCHASE AUTHORIZED ON 01/23 WILLISTON BREWING WILLISTON ND S305023020031241 CARD 1891 1/26/2015 244.18 PURCHASE AUTHORIZED ON 01/23 ELEVEN RESTAURANT WILLISTON ND S465024173824841 CARD 1891 1/26/2015 250.00 PURCHASE AUTHORIZED ON 01/23 ELEVEN RESTAURANT WILLISTON ND S305024083743542 CARD 1891 1/26/2015 2,731.69 RECURRING PAYMENT AUTHORIZED ON 01/23 VZWRLSS*APOCC VISB 800-922-0204 GA S385023398906000 CARD 1891 1/26/2015 5,736.84 PURCHASE AUTHORIZED ON 01/23 PAYPAL *PROPERTYBA 402-935-7733 CA S305023452066932 CARD 1891 1/28/2015 150.60 PURCHASE AUTHORIZED ON 01/26 WILLISTON BREWING WILLISTON ND S385026769302534 CARD 1891 1/28/2015 300.00 PURCHASE AUTHORIZED ON 01/26 ELEVEN RESTAURANT WILLISTON ND S305027009446216 CARD 1891 1/29/2015 80.00 PURCHASE AUTHORIZED ON 01/27 SOUTH PARK LOUNGE 1/29/2015 189.00 PURCHASE AUTHORIZED ON 01/28 BUSINESS FILINGS 800-981-7183 WI S465028630843868 CARD 1891 1/30/2015 50.00 PURCHASE AUTHORIZED ON 01/28 ELEVEN RESTAURANT 1/30/2015 189.00 PURCHASE AUTHORIZED ON 01/28 BUSINESS FILINGS 800-981-7183 WI S465028630843868 CARD 1891 2/2/2015 3.50 PURCHASE AUTHORIZED ON 01/30 KELLER SUPPLY 2/2/2015 20.00 PURCHASE AUTHORIZED ON 01/29 WILLISTON BREWING 2/2/2015 22.16 PURCHASE AUTHORIZED ON 01/30 SERVICE DRUG PHARM 2/2/2015 51.98 PURCHASE AUTHORIZED ON 01/29 M&H #34 2/2/2015 56.64 PURCHASE AUTHORIZED ON 01/30 SUPER PUMPER 2/2/2015 81.30 PURCHASE AUTHORIZED ON 01/30 HOME OF ECONOMY 2/2/2015 100.00 PURCHASE AUTHORIZED ON 01/30 OUTLAWS BAR & GRIL WATFORD CITY ND S305031095997386 CARD 1891 2/2/2015 110.00 PURCHASE AUTHORIZED ON 01/30 FAIRLIGHT MEDICAL 701-5776337 ND S465030471876053 CARD 1891 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 94 of 98 Page 44 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2/2/2015 164.07 PURCHASE WITH CASH BACK $ 100.00 AUTHORIZED ON 02/01 WM SUPERC Wal- Mart Sup WILLISTON ND P000000... 2/2/2015 300.00 PURCHASE AUTHORIZED ON 01/26 ELEVEN RESTAURANT WILLISTON ND S305027009446216 CARD 1891 2/2/2015 1,284.99 PURCHASE AUTHORIZED ON 01/30 KELLER SUPPLY 69 WILLISTON ND S305030728743499 CARD 1891 2/3/2015 10.00 PURCHASE AUTHORIZED ON 02/01 BAKKEN LUBE & WASH 2/3/2015 10.00 PURCHASE AUTHORIZED ON 02/01 BAKKEN LUBE & WASH 2/3/2015 14.00 PURCHASE AUTHORIZED ON 02/01 BAKKEN LUBE & WASH 2/3/2015 24.00 PURCHASE AUTHORIZED ON 02/02 M&H #33 2/3/2015 30.00 PURCHASE AUTHORIZED ON 01/31 ELEVEN RESTAURANT 2/3/2015 34.89 PURCHASE AUTHORIZED ON 02/01 M&H #34 2/3/2015 80.00 PURCHASE AUTHORIZED ON 02/01 WILLISTON BREWING 2/3/2015 240.32 PURCHASE AUTHORIZED ON 01/31 ELEVEN RESTAURANT WILLISTON ND S585032131376609 CARD 1891 2/4/2015 33.17 PURCHASE AUTHORIZED ON 02/02 GAFFANEYS 2/4/2015 130.00 PURCHASE AUTHORIZED ON 02/02 WILLISTON BREWING WILLISTON ND S385033714924814 CARD 1891 2/4/2015 3,853.03 PURCHASE AUTHORIZED ON 02/02 WILLISTON BOUTIQUE 701-8525553 ND S585033704471530 CARD 1891 2/5/2015 25.00 PURCHASE AUTHORIZED ON 02/03 OUTLAWS BAR & GRIL 2/5/2015 40.00 PURCHASE AUTHORIZED ON 02/03 ELEVEN RESTAURANT 2/5/2015 52.00 PURCHASE AUTHORIZED ON 02/04 WILLISTON BREWING 2/5/2015 64.19 PURCHASE AUTHORIZED ON 02/03 HOME OF ECONOMY 2/5/2015 480.00 PURCHASE AUTHORIZED ON 02/04 WILLISTON BREWING WILLISTON ND S385035163840659 CARD 1891 2/6/2015 80.00 PURCHASE AUTHORIZED ON 02/04 ELEVEN RESTAURANT 2/9/2015 46.90 PURCHASE WITH CASH BACK $ 25.00 AUTHORIZED ON 02/09 CASH WISE FOODS 2/9/2015 70.00 PURCHASE AUTHORIZED ON 02/07 WILLISTON BREWING 2/9/2015 100.00 PURCHASE AUTHORIZED ON 02/05 WILLISTON BREWING WILLISTON ND S465036687455650 CARD 1891 2/9/2015 105.43 PURCHASE AUTHORIZED ON 02/07 SERVICE DRUG PHARM WILLISTON ND S385038618346402 CARD 1891 2/9/2015 120.00 PURCHASE AUTHORIZED ON 02/06 WILLISTON BREWING WILLISTON ND S385037771730901 CARD 1891 2/9/2015 369.88 PURCHASE AUTHORIZED ON 02/06 ELEVEN RESTAURANT WILLISTON ND S465038092526481 CARD 1891 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 95 of 98 Page 45 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2/10/2015 102.23 PURCHASE AUTHORIZED ON 02/09 TRAVEL INSURANCE P 800-729-6021 VA S305040717383607 CARD 1891 2/10/2015 190.00 PURCHASE AUTHORIZED ON 02/08 WILLISTON BREWING WILLISTON ND S465039842728970 CARD 1891 2/10/2015 190.85 PURCHASE AUTHORIZED ON 02/10 CASH WISE FOODS WATFORD CITY ND P00000000542157162 CARD 1891 2/10/2015 298.78 PURCHASE AUTHORIZED ON 02/10 CASH WISE FOODS WATFORD CITY ND P00000000951586816 CARD 1891 2/10/2015 345.50 PURCHASE AUTHORIZED ON 02/07 ELEVEN RESTAURANT WILLISTON ND S385039156464458 CARD 1891 2/10/2015 1,635.60 PURCHASE AUTHORIZED ON 02/09 DELTA AIR 006230 DELTA.COM CA S385040717314044 CARD 1891 2/11/2015 45.18 PURCHASE AUTHORIZED ON 02/10 CENEX FARMERS 2/11/2015 68.09 PURCHASE AUTHORIZED ON 02/09 MAILBOX SOLUTIONS 2/11/2015 70.40 PURCHASE AUTHORIZED ON 02/09 SIMONSON 2/11/2015 124.00 PURCHASE AUTHORIZED ON 02/10 CENEX FARMERS 0707 WATFORD CITY ND S285041591891533 CARD 1891 2/11/2015 233.94 PURCHASE AUTHORIZED ON 02/09 ELEVEN RESTAURANT WILLISTON ND S305041075456318 CARD 1891 2/12/2015 64.36 PURCHASE AUTHORIZED ON 02/10 HOLIDAY STNSTORE 2/13/2015 158.88 PURCHASE AUTHORIZED ON 02/11 WILLISTON BREWING WILLISTON ND S305042755502263 CARD 1891 2/17/2015 6.17 PURCHASE AUTHORIZED ON 02/15 CASH WISE FOODS 2/17/2015 20.00 PURCHASE AUTHORIZED ON 02/12 ELEVEN RESTAURANT 2/17/2015 25.00 PURCHASE AUTHORIZED ON 02/14 WILLISTON BREWING 2/17/2015 25.80 PURCHASE AUTHORIZED ON 02/13 ELEVEN RESTAURANT 2/17/2015 56.70 PURCHASE AUTHORIZED ON 02/14 ELEVEN RESTAURANT 2/17/2015 100.00 PURCHASE AUTHORIZED ON 02/14 WILLISTON BREWING WILLISTON ND S465045797354182 CARD 1891 2/17/2015 103.12 RECURRING PAYMENT AUTHORIZED ON 02/12 AUTOPAY/DISH NTWK 800-894-9131 CO S585043382481148 CARD 1891 2/17/2015 301.00 PURCHASE AUTHORIZED ON 02/13 ELEVEN RESTAURANT WILLISTON ND S585045009871837 CARD 1891 2/17/2015 316.24 PURCHASE AUTHORIZED ON 02/14 ELEVEN RESTAURANT WILLISTON ND S465046085662037 CARD 1891 2/18/2015 1,046.33 PURCHASE AUTHORIZED ON 02/17 TRACTOR & EQUIPMEN 701-572-8377 ND S305041554974472 CARD 1891 Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 96 of 98 Page 46 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 2/19/2015 68.00 PURCHASE AUTHORIZED ON 02/17 ELEVEN RESTAURANT WILLISTON ND S305048809477467 CARD 1891 2/20/2015 35.60 PURCHASE AUTHORIZED ON 02/20 SIMONSON-WILLI 2/20/2015 50.00 PURCHASE AUTHORIZED ON 02/18 WH 2/20/2015 50.00 PURCHASE AUTHORIZED ON 02/20 SUPER PUMPER 2/20/2015 50.00 PURCHASE AUTHORIZED ON 02/20 SUPER PUMPER 2/20/2015 190.00 PURCHASE AUTHORIZED ON 02/18 ELEVEN RESTAURANT WILLISTON ND S585050047172003 CARD 1891 2/23/2015 5.00 PURCHASE Bubbas 2/23/2015 5.00 PURCHASE Bubbas 2/23/2015 16.00 PURCHASE Bubbas 2/23/2015 186.74 PURCHASE CASH WISE FO WILLISTON ND CARD1891 2/24/2015 82.06 PURCHASE AUTHORIZED ON 02/23 PROFESSIONAL COMMU 2/24/2015 95.29 PURCHASE AUTHORIZED ON 02/24 CASH WISE FOODS 2/24/2015 122.82 RECURRING PAYMENT AUTHORIZED ON 02/23 VZWRLSS*APOCC VISB 800-922-0204 GA S585054398712213 CARD 1891 2/25/2015 59.96 PURCHASE AUTHORIZED ON 02/24 CENEX HORIZON 2/25/2015 129.00 PURCHASE AUTHORIZED ON 02/25 LOOPNET INC 888-8868869 CA S465054386285087 CARD 1891 2/25/2015 204.90 PURCHASE AUTHORIZED ON 02/24 TRAVEL INSURANCE P 800-729-6021 VA S305055468782800 CARD 1891 2/25/2015 1,639.20 PURCHASE AUTHORIZED ON 02/24 DELTA AIR 006230 DELTA.COM CA S465055468708036 CARD 1891 2/25/2015 1,639.20 PURCHASE AUTHORIZED ON 02/24 DELTA AIR 006230 DELTA.COM CA S465055468708036 CARD 1891 2/26/2015 170.40 PURCHASE AUTHORIZED ON 02/24 ELEVEN RESTAURANT WILLISTON ND S585056130620852 CARD 1891 2/26/2015 435.00 PURCHASE AUTHORIZED ON 02/25 SUPERBIZ.COM 8004943124 FL S385056582137156 CARD 1891 2/27/2015 58.32 PURCHASE AUTHORIZED ON 02/25 ELEVEN RESTAURANT 3/2/2015 67.57 PURCHASE AUTHORIZED ON 02/28 MINNEAPOLIS ST. PA PHILADELPHIA 3/2/2015 230.97 PURCHASE AUTHORIZED ON 02/26 MAILBOX SOLUTIONS WILLISTON ND S385057725803187 CARD 1891 3/4/2015 4,287.80 PURCHASE AUTHORIZED ON 03/02 WILLISTON BOUTIQUE 701-8525553 ND S585061710508282 CARD 1891 $ 245,537.00 Option and Earnest Money Deposits for the Purchase of Land in Killdeer, ND Total Payments for Subsistence Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 97 of 98 Page 47 of 47 Date Subtotal Total Payor/Payee Description EXHIBIT C Detail of Certain Disbursements from Wells Fargo Bank Account #XXXXXX7503 9/18/2014 5 0,000.00 North Dakota Guarantee & Title Company new piece of land in Killdeer, North Dakota 1/15/2015 1 5,000.00 North Dakota Guarantee & Title Company WT FED#00318 1st International /FTR/BNF=North Dakota Guaranty and Title Com SRF# IN1501150127275... $ 65,000.00 Purchase Option on Land Near Williston Airport Unknown Purchase Option on Land 6 Miles South of Watford City, ND Unknown Total Option and Earnest Money Deposits for the Purchase of Land in Land in Killdeer, ND Case 4:15-cv-00053-DLH-CSM Document 4-4 Filed 05/05/15 Page 98 of 98 |
| Restraining
Order Return To Filings |
| IN THE UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF NORTH DAKOTA NORTHWESTERN DIVISION ) UNITED STATES SECURITIES ) AND EXCHANGE COMMISSION, ) ) Plaintiff, ) ) v. ) ) NORTH DAKOTA DEVELOPMENTS, LLC, ) ROBERT L. GAVIN, and ) DANIEL J. HOGAN, ) ) Defendants, ) ) and ) ) NORTH DAKOTA DEVELOPMENTS ) PROPERTY MANAGEMENT LLC, ) GREAT AMERICAN LODGE LLC, ) NDD HOLDINGS 1 LLC, ) NDD HOLDINGS 2 LLC, ) NDD MODULAR LLC, ) AUGUSTA EXPLORATION, LLC, and ) AMES ENGINEERING & DEVELOPMENT ) SERVICES LLC, ) ) Relief Defendants. ) ) ORDER GRANTING PLAINTIFF’S MOTION FOR TEMPORARY RESTRAINING ORDER Case No. 4:15-cv-053 Before the Court is the “Plaintiff Securities and Exchange Commission’s Emergency Motion for Temporary Restraining Order, Preliminary Injunction, Asset Freeze and Other Equitable Relief” filed on May 5, 2015. See Docket No. 3. The Plaintiff specifically requests the Court issue an order: (1) enjoining Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan from violations of the antifraud provisions of the federal securities laws; (2) freezing funds and other assets of Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and Relief Defendants North Dakota Developments Property Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 1 of 11 2 Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, wherever located, which are derived directly or indirectly from any investor funds obtained by or on behalf of Defendants or Relief Defendants in connection with the scheme alleged in the SEC’s Complaint; (3) prohibiting Defendants and Relief Defendants from the acceptance, deposit, or disbursement of additional funds from investors or potential investors; (4) requiring Defendants and Relief Defendants to provide an accounting of investor funds and other assets; (5) prohibiting the destruction or alteration of documents; (6) providing for expedited discovery by the SEC; (7) providing alternative service by the SEC; and (8) requiring Defendants and Relief Defendants to appear and show cause why a preliminary injunction continuing the emergency relief should not enter. The Court has considered the entire record, including the Complaint in this action and “Plaintiff’s Memorandum of Law In Support of its Emergency Motion for an Order Granting a Temporary Restraining Order, Asset Freeze, and Other Equitable Relief” (Docket No. 4) with the attached Declarations of Michael J. Cates, Anne C. Romero, Donna Zhoa, and Sammy Lo, with attached exhibits. The Court GRANTS the Plaintiff’s motion for a temporary restraining order (Docket No. 3). Further, the Court FINDS: 1. This Court has jurisdiction over the subject matter of this action and over the Defendants and Relief Defendants. 2. The SEC has met its burden under Section 20(b) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77t(b)] and Section 21(d)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)(1)] by establishing a prima facie case for each of the violations in the Complaint and a strong likelihood that the SEC will prevail at trial on the merits Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 2 of 11 3 and that Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan, directly or indirectly, have engaged in and, unless restrained and enjoined by order of this Court, will continue to engage in acts, practices, and courses of business constituting violations of Section 17(a) of the Securities Act [15 U.S.C. §§ 77e and 77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78o], and/or Exchange Act Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 3. There is good cause to believe that, unless restrained and enjoined by order of this Court, the Defendants and Relief Defendants will dissipate, conceal, or transfer from the jurisdiction of this Court assets that could be subject to an order directing disgorgement or the payment of civil money penalties in this action, and that unless restrained Defendant North Dakota Development, LLC and the Relief Defendants will continue to accept funds from investors. 4. There is good cause to believe that, unless restrained and enjoined by order of this Court, Defendants and Relief Defendants may alter or destroy documents relevant to this action. 5. There is good cause to believe that an accounting is necessary to identify the source, location, and use of funds obtained from investors. 6. There is good cause to believe alternative means of service are warranted. Accordingly, the Court ORDERS the following: I. That until the expiration of this Order or as otherwise ordered by the Court: Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and their officers, directors, subsidiaries, affiliates, agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with them who receive actual notice of this order by personal service or otherwise, and each of them, are enjoined and restrained from, directly or indirectly, in the offer Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 3 of 11 4 or sale of any security by the use of any means or instruments of transportation, or communication in interstate commerce or by the use of the mails: (1) employing any device, scheme, or artifice to defraud; or (2) obtaining money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (3) engaging in any transaction, practice, or course of business that operates or would operate as a fraud or deceit upon the purchaser in violation of Section 17(a) of the Securities Act of 1933 [15 U.S.C. § 77q(a)]. II. That until the expiration of this Order or as otherwise ordered by the Court: Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and their officers, directors, subsidiaries, affiliates, agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with them who receive actual notice of this order by personal service or otherwise, and each of them, are enjoined and restrained from directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange in connection with the purchase or sale of any security: (1) employing any device, scheme, or artifice to defraud; (2) making any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (3) engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person in violation of Section 10(b) of the Securities Exchange Act of 1934 [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5]. Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 4 of 11 5 III. That until the expiration of this Order or as otherwise ordered by the Court: Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, and their officers, directors, successor corporation, subsidiaries and affiliates, agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with them who receive actual notice of this order by personal service or otherwise, and each of them, shall refrain from, directly or indirectly, accepting, taking control of, or depositing in any financial institution, funds from investors. IV. That until the expiration of this Order or as otherwise ordered by the Court: A. The assets, funds, or other property of Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, wherever located, which derive, directly or indirectly, from any investor funds obtained by or on behalf of the Defendants or Relief Defendants in connection with the scheme alleged in the SEC’s Complaint, are frozen.1 B. Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta 1 This includes, but is not limited to, assets in the United Kingdom, including Santander Bank accounts ****2706, ****2719, ****2722, ****2735, ****5930, ****0609, and assets in Malaysia. Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 5 of 11 6 Exploration, LLC, and Ames Engineering & Development Services LLC, and their officers, directors, successor corporations, subsidiaries, affiliates, agents, servants, employees, attorneysin- fact, and those persons in active concert or participation with them who receive actual notice of this order by personal service or otherwise, and each of them, shall hold and retain within their control, and otherwise prevent any disposition, transfer, pledge, encumbrance, assignment, dissipation, concealment, or other disposal whatsoever of any of their funds or other assets or things of value presently held by them, under their control or over which they exercise actual or apparent investment or other authority, in whatever form such assets may presently exist and wherever located, which derive, directly or indirectly, from any investor funds obtained by or on behalf of the Defendants and Relief Defendants in connection with the scheme alleged in the SEC’s Complaint; and C. Any bank, financial or brokerage institution or other person or entity holding any funds, securities or other assets which derive, directly or indirectly, from any investor funds obtained by or on behalf of Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan or Relief Defendants in connection with the scheme alleged in the SEC’s Complaint, held in the name of, for the benefit of, or under the control of Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan or Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, or their officers, directors, successor corporations, subsidiaries, affiliates, agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with them, and each of them, shall hold and retain within their control and prohibit the withdrawal, removal, transfer or other disposal of any such funds or other assets. Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 6 of 11 7 D. No person or entity, including the Defendants, Relief Defendants, or any creditor or claimant against any of the Defendants or Relief Defendants, or any person acting on behalf of such creditor or claimant, shall take any action to interfere with the asset freeze, including, but not limited to, the filing of any lawsuits, liens, or encumbrances, or bankruptcy cases to impact the property and assets subject to this order; provided, however, that any party or non-party may seek leave from this order upon a proper showing. V. That Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and Relief Defendants North Dakota Developments Property Management, LLC, Great American Lodge LLC, Great American Energy Services LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Holdings 3 LLC, NDD Holdings 4 LLC, NDD Holdings 5 LLC, NDD Holdings 6 LLC, NDD Holdings 7 LLC, and NDD Modular shall each, by May 15, 2015, file with this Court, and serve on the SEC, at the address of its counsel of record, a sworn accounting of: A. All funds raised in any securities offerings by Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan, or any subsidiary, division, or affiliate thereof, in the form of investment contracts (including any “units” or “studios” in short-term housing projects), profits interests, notes or any other security, listing the name, address and phone number of each person who invested funds in such program, the amount the investor paid directly or indirectly to any of the entities and date(s) such funds were received; the current locations of all such funds; the disposition of any such funds including the date, amount, recipient and purpose of each disbursement; the location, title and account numbers at any financial institution to which any such funds have been transferred; and the amount of earnings paid to each investor, if any, and date of payment, the amount of other funds returned to each investor and date of payment; Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 7 of 11 8 B. All persons who received a commission, finder’s fee, or any other payment relating to any securities offered or sold by Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan or Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, or otherwise identified in paragraph V.A. above; listing the name and address and phone number of each such person, and the amount and the date of any such payment; C. All investments, securities, funds, real estate, and other assets held in the names of Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and/or Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, or in the names of any subsidiary, affiliate, or agent or under their direct or indirect control, or in which they have or have had since May 1, 2012, a direct or indirect beneficial interest, stating a description and location of such assets; D. Each account, including safe deposit boxes, with any bank, financial institution or brokerage firm, maintained in the names of Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and/or Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, or the names of any subsidiary, affiliate, or agent, or in which they have direct or indirect control or beneficial interest, or have had any direct or indirect beneficial interest since May 1, 2012; and Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 8 of 11 9 E. Every transaction in which the ownership, direction and control of any funds or other assets of any kind have been transferred, directly or indirectly, since May 1, 2012, to or from Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan or Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, or their affiliates, subsidiaries, or agents. VI. That Defendants North Dakota Developments, LLC, Robert Gavin, and Daniel Hogan and Relief Defendants North Dakota Developments Property Management LLC, Great American Lodge LLC, NDD Holdings 1 LLC, NDD Holdings 2 LLC, NDD Modular LLC, Augusta Exploration, LLC, and Ames Engineering & Development Services LLC, and their officers, directors, successor corporations, subsidiaries and affiliates, agents, servants, employees, attorneys-in-fact, and those persons in active concert or participation with them who receive actual notice of this order by personal service or otherwise, and each of them, are hereby restrained from destroying, mutilating, concealing, altering, or disposing of any document referring or relating in any manner to any transactions described in the SEC’s Complaint in this action, or to any communications between or among any of the Defendants and/or Relief Defendants. As used in this order, “document” means the original and all non-identical copies (whether non-identical because of handwritten notation or otherwise) of all written or graphic matter, however produced, and any other tangible record, or electronic data compilation capable of reproduction in tangible form, including, without limitation, computer data, e-mail messages, correspondence, memoranda, Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 9 of 11 10 minutes, telephone records, reports, studies, telexes, diaries, calendar entries, contracts, letters of agreement, and including any and all existing drafts of all documents. VII. That service of this Order, the Summons and Complaint may be made by facsimile, mail, e-mail, delivery by commercial courier, or personally by any employee of the Securities and Exchange Commission who is not counsel of record in this matter, or special process server, or any other person, or in any other manner authorized by Rule 5 of the Federal Rules of Civil Procedure and may be made on any registered agent, officer, or director of Defendants or Relief Defendant, or by publication. VIII. That Defendants and Relief Defendants, and each of them, shall appear before this Court on Monday, May 18, 2015, at 3:00 PM in Courtroom One of the United States District Court for the District of North Dakota, in Bismarck, North Dakota, to show cause, if any there be, why this Court should not enter a Preliminary Injunction and order preliminary relief against the Defendants and Relief Defendant pursuant to Rule 65 of the Federal Rules of Civil Procedure, extend the temporary relief granted in this Order until a final adjudication on the merits may be had, and appoint a receiver to marshal and conserve assets for the protection of investors. IX. At any time, the Defendants may file a motion to dissolve or modify this temporary restraining order in accordance with Rule 65(b)(4) of the Federal Rules of Civil Procedure. The Defendants may also contact the U.S. District Court to modify the time or date of the scheduled Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 10 of 11 11 hearing. The temporary restraining order will not become effective until the Plaintiff serves the order on the Defendants. The Plaintiff shall arrange for the immediate service of this order together with the Plaintiff’s motion for a temporary restraining order (Docket No. 3), memorandum in support (Docket No. 4) and the supporting pleadings and affidavits, and shall promptly file proof of service with the Court. No bond shall be required to be posted by the Plaintiff before the temporary restraining order is effective. In accordance with Rules 65(b)(2), this order expires in 14 days or on or before May 19, 2015, at the same hour of this Order, unless the Court, for good cause, extends the order “for a like period or the adverse party consents to a longer extension.” IT IS SO ORDERED. Dated at 3:50 p.m., this 5th day of May, 2015. /s/ Daniel L. Hovland Daniel L. Hovland, District Judge United States District Court Case 4:15-cv-00053-DLH-CSM Document 5 Filed 05/05/15 Page 11 of 1 |
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