Case 1:09-cv-02676-CMA-MJW Document 361 Filed 11/06/13 USDC Colorado Page 1 of 2

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 09-cv-02676-CMA-MJW SECURITIES AND EXCHANGE COMMISSION, Plaintiffs v. MANTRIA CORPORATION, TROY B. WRAGG, AMANDA E. KNORR, SPEED OF WEALTH, LLC, WAYDE M. MCKELVY, and DONNA M. MCKELVY, Defendants. FOURTEENTH QUARTERLY REPORT OF RECEIVER, JOHN PAUL ANDERSON

Receiver John Paul Anderson (the Receiver), through counsel, submits the attached Liquidation Plan and Quarterly Report pursuant to the Courts April 30, 2010 Receivership Order (Receivership Order) (Dkt. No. 82). Dated this 6th day of November, 2013. BRYAN CAVE LLP /s Kathryn R. DeBord Peter J. Korneffel, Jr. Kathryn R. DeBord 1700 Lincoln Street, Suite 4100 Denver, CO 80203 Telephone: 303.861.7000 Facsimile: 303.866.0200 Email: peter.korneffel@bryancave.com katie.debord@bryancave.com Attorneys for Receiver John Paul Anderson

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CERTIFICATE OF SERVICE I hereby certify that on November 6, 2013, I electronically filed the foregoing FOURTEENTH QUARTERLY REPORT OF RECEIVER, JOHN PAUL ANDERSON with the Clerk of Court using the CM/ECF system which will send notification of such filing to the following email addresses: Julie K. Lutz Steven M. Feder Thomas J. Krysa Feder Law Firm Dugan William Bliss 730 Seventeenth St., #550 U.S. Securities & Exchange Commission - Denver, CO 80202 Denver Telephone: (303) 221-5599 1801 California Street, #1500 E-mail: steve@federalawfirm.com Denver, CO 80202-2648 Telephone: (303) 844-1000 Counsel for Troy Wagg and Amanda E-mail: lutzj@sec.gov Knorr krysat@sec.gov blissd@sec.gov Counsel for Plaintiff

I hereby further certify that on November 6, 2013, true and correct copies of the foregoing FOURTEENTH QUARTERLY REPORT OF RECEIVER, JOHN PAUL ANDERSON were served, via United States First Class Mail, upon the following parties at the following addresses: Pro se Defendants: Wayde M. McKelvy Speed of Wealth, LLC 150 Sunny Isles Blvd., #1201 Sunny Isles Beach, FL 33160 James Carlson 945 Marion St., #10 Denver, CO 80218 Donna M. McKelvy 9256 Red Poppy Court Parker, CO 80138 Pro se Defendants: Mantria Corporation 4739 Sheldon Street Philadelphia, PA 19127 William R. Love W.R. Love, Inc. Golf Course Architecture/ Sustainable Golf Development 7309 Baltimore Avenue, Suite 215 College Park, MD 20740

s/ Jennifer Pearce

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November 6, 2013

The Honorable Christine M. Arguello United States District Judge United States District Court for the District of Colorado Alfred A. Arraj U.S. Courthouse 901 19th Street Denver, Colorado 80294

Re:

SEC v. Mantria Corporation, Troy B. Wragg, Amanda E. Knorr, Speed of Wealth, LLC, Wayde M. McKelvy, and Donna M. McKelvy, United States District Court for the District of Colorado, Case No. 09-cv-02676 CMAMJW Pursuant to my appointment as Receiver and paragraph 54 of this Courts April 30, 2010 Order Appointing Receiver (Order), the following report (Fourteenth Quarterly Report) sets forth a summary of the tasks that I have undertaken since the filing of my Thirteenth Quarterly Report dated July 30, 2013, regarding the Receivers efforts to identify, secure, and maximize the recovery of various receivership assets, complete the forensic accounting of the various receivership entities, and manage the estate. This Fourteenth Quarterly Report discusses: (1) activities related to the disposition of personal property held by the Receivership Estate; (2) the status of tax filings and liens; (3) other issues that the Receiver wishes to bring to the Courts attention; and, (4) the litigation claims of the Receivership Estate. CONCLUSION

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I. 3.

Since early November 2010, the Receiver has been: (1) pursuing litigation against the Gatekeepers; (2) clearing title to the Receivership Estates real estate holdings; (3) negotiating and facilitating the sale of

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property; (4) addressing any pertinent tax and regulatory inquiries and notices; and (5) conducting data analysis, reconciliations, and summarizing the results of the Receivers forensic accounting investigation; II. 4. COMPENSATION AND QUALIFICATIONS The Receiver is being compensated for this engagement at his standard hourly rate of $320, plus normal reimbursable expenses. The payment of his professional fees and expenses, while not contingent up his findings, opinions, or the outcome of this matter, is subject to the approval of the United States District Court for the District of Colorado in Case No. 09-cv02676 CMA-MJW. The Receivers First Quarterly Report presented his curriculum vitae at Appendix A, and the Receivers prior testimony at Appendix B. There have been no substantial changes to these documents since the filing of the Receivers First Quarterly Report. DATA AND OTHER INFORMATION RECEIVED. Please see Appendix C to the Receivers First Quarterly Report which contained a non-exhaustive list of the documents the Receiver reviewed and/or relied upon in conducting his analysis. STATUS OF REAL ESTATE PROPERTIES HELD BY RECEIVERSHIP ENTITIES OR MORTGAGED BY MANTRIA FINANCIAL, LLC. Receiver noted that are numerous other properties (unrelated to the properties under the Receivers direct control) that were sold in Van Buren County, Tennessee. Some of these lots did not sell and are currently being held by the county. Current economic conditions have severely depressed the prices in this area and will continue to hold prices down in the foreseeable future. This fact, coupled with the taxes due on the property, has created difficulties in selling the property. This month, the Receiver is meeting with a representative of a local property owner from which Mantria and its affiliate purchased property. This meeting is to try to find a solution on disposing on the lots held by the Receivership Estate.

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III. 6.

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V. 9.

THE RECEIVERS PLAN FOR SALE OF THE PERSONAL PROPERTY HELD IN THE RECEIVERSHIP ESTATE The Receiver has an outstanding offer for the plant and the equipment. Currently, he is reviewing the contract, but is inclined to accept the offer. Of course, the Receiver will be petitioning this Court for approval of such a sale. TAX ISSUES INVOLVING THE RECEIVERSHIP ESTATE The Receiverships tax counsel continues to maintain contact with the Internal Revenue Service, along with the other state taxing agencies to apprise them of the status of the Receivership Estate. Some of these taxing jurisdictions have made claims against the Receivership Estate. As of the date of this report, these claims remain unresolved. THE LITIGATION CLAIMS OF THE RECEIVERSHIP ESTATE As of the date of this Fourteenth Quarterly Report, the Receiver and the Investors class-action counsel have reached a joint settlement with Astor Weiss Kaplan & Mandel (Astor Weiss), the law firm that provided services to Mantria Corporation, Christopher P. Flannery, an associate at Astor Weiss, Steven L. Granoff, Mantrias former controller and accountant, and his former firm Krassentstein & Unger. The Receiver has petitioned this Court for approval of that agreement. There continues to be a putative class action pending in the United States District Court for the District of Colorado, Civil Action No. 11-cv-2971WYD-KMT, Touchstone Group, LLC, et al. v. Daniel J. Rink et al. (the Touchstone Class Action) against Daniel Rink and Tatum LLC (Tatum), the CFO and executive services firm that provided financial consultancy services to Mantria. That case has been subject to repeated delays, and the class action counsel has just requested and received another 45 day delay on discovery and class certification briefing. With the Courts order lifting the stay to permit the investors to proceed on their claims, the Receiver has pursued the Receivership Estates claims separately against the gatekeepers and is not a party to the Touchstone Class Action. The Receivers claims against Rink in federal court are currently stayed, and the Receiver is currently vigorously pursuing his claims against Tatum in arbitration. Trial for that arbitration (the Tatum Arbitration) is set to occur the end of February, 2014. In addition to prosecuting his claims against Tatum, the Receiver also will be responding in the upcoming weeks to two lengthy motions by the three

VI. 10.

VII. 11.

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class action law firms seeking to represent the putative class of investors (the class action counsel). The first motion was filed in the Touchstone Class Action. That motion (the Motion to Enforce) filed by the class action counsel purports to enforce a settlement agreement that the class action attorneys claim was entered into between the Receiver and those attorneys. As part of their Motion to Enforce, the class action counsel are attempting to invalidate the Receivership Estates claims against Tatum. As the Receiver will fully expand upon in his Response to the Motion to Enforce, which is due on November 18, 2013, the Motion to Enforce is meritless. The Receivers counsel always made clear that it could not enter into any agreement without this Courts approval. Instead, the communications referenced in the Motion to Enforce and that make up the purportedly binding settlement agreement consist of strategy communications between the Receivers counsel and the class action counsel for one early round of settlement talks pursuant to a common interest agreement between those parties, and oblique references to terms in those communications. Those communications were superseded and the settlement strategy changed as the value and terms of the counteroffers changed. To that end, the Motion to Enforce breached confidentiality agreements between the class action attorneys and the Receiver by publicly disclosing confidential settlement strategy communications protected by the common interest agreement. 15. The second motion, filed by the class action counsel in this Court, is a Motion for a Status Conference. That Motion purports to request this Court to hold a Status Conference to discuss confidential mediation discussions and a settlement proposal that the class action counsel wishes to enter into with Tatum and wishes to force the Receivership Estate to agree to also. That Motion appears to be a settlement ploy to improperly litigate confidential mediation discussions. This is not an appropriate matter for a judicial status conference at this time. Further, the Receivership was not privy to the discussions that led to the proposal, the Receivership is protecting the Estates rights and claims as a whole, and it appears that the class action counsel are seeking to undermine the Receivership Estates claims against Tatum with these filings.1

The class action counsel has gone so far as to make legal arguments in the Motion to this Court in favor of Tatum and against the Receivership Estate. On Page 9 of the Motion for Status Conference, the Class Action counsel makes reference to the Preliminary Motion filed by Tatum against the Receiver in the Tatum Arbitration, and provides legal argument and case law as to why Tatum, and not the Receiver, should win that Motion. Conservatively stated, this affirmative effort to undermine the Receiverships claims is inappropriate. Moreover, given that the Tatum Arbitration is confidential, class action counsel should never have been privy to the pending

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16.

Furthermore, as the Receiver will fully expand upon as appropriate, the class action counsels settlement proposal would allocate to the Receivership Estate approximately 2% of the total value of the settlements with all of the gatekeepers, and would grossly undervalue the Receivership Estates claims and the losses of its beneficiaries, which include, among others, the employees, creditors, government agencies such as the IRS, and the Investors.2

VIII. THE CURRENT ECONOMIC STATUS OF THE RECEIVERSHIP ESTATE 17. As of September 30, 2013, the Receivership Estate had approximately $557,000 in cash on hand. This is down from the $583,000 that the Receiver had on hand at June 30, 2013. The Receiver has made every effort to minimize his fees and expenses while fulfilling his duties under the Receivership Order and will continue to do so. Given (1) uncertainty that continues to surround the historical operations of these companies; (2) the substantial amounts that were invested that currently remained unaccounted for; (3) the large amount of claims against the estate; (4) the appraised value of the real estate holdings;(5) the Receivers ongoing discovery on these matters; and (6) the legal action taken by the Receiver against certain parties, the Receiver believes that the receivership should continue. The Receiver believes that actions he has undertaken to date have been reasonable and necessary for the administration and benefit of the Receivership Estate and are consistent with the guidance received from both the Court and the Securities and Exchange Commission. The information provided herein is based on the Receivers review of the documents and may change should additional information become available.

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motion or its details. Regardless, the Receiver prevailed yesterday on the Preliminary Motion in its entirety, contrary to the claims and efforts of class action counsel, and has a scheduling order and trial date in place for the Tatum Arbitration.
2

Although the Receivership Estate would only get a fractional percentage of the settlement proceeds, the Receiver believes that the class action counsel intends to seek between 30% and 40% of the settlement proceeds for their contingency fees.

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Sincerely yours,

John Paul Anderson, CPA, CFA Senior Director, Alvarez & Marsal Dispute Analysis & Forensic Services, LLC