In re Raejean S. Bonham dba World Plus
Bankruptcy No. F95-00897
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Cabot Christianson, Esq.
BUNDY & CHRISTIANSON
911 W. 8th Avenue, Suite 302
Anchorage, AK 99501
(907) 258-6016

Attorneys for Trustee

In Re:	)
RAEJEAN BONHAM, aka JEAN BONHAM, aka	)
JEANNIE BONHAM dba WORLD PLUS	) Bankruptcy No. F95-00897-HAR
Debtor.	)
_____________________________________	)
	)
LARRY D. COMPTON, TRUSTEE,	)
Plaintiff,	)
	)
v.	)
	)
BILL WILLIAMS, MARK ALBERT, CALVIN ANDERSON, A.D. SMITH, JOHN GRAYSON, LINCOLN W. JOHNSON, O & W CORPORATION, an Alaska corporation, dba GOLD RUSH SALOON, COUPON EXCHANGE COMPANY, FIRST CLASS TRAVEL COMPANY, and INTERNATIONAL COUPON TRAVEL,	) ) ) ) Adv. No. F95-00897-478 HAR ) Bancap No. 96-4605000 ) ) )
Defendants.	)

1. Summary. This is an action to recover certain prepetition payments made by Debtor to Defendants, as follows:

To Mark Albert:

To Calvin Anderson:

To A.D. Smith:

To John Grayson:

To Lincoln W. Johnson:

To Coupon Exchange Company:

To First Class Travel Company:

To International Coupon Travel:

2. Jurisdiction. This court has subject matter jurisdiction under 28 U.S.C. Section 1334(b). This is a core proceeding under 28 U.S.C. Section 157(b)(2)(F).

3. Plaintiff. Larry D. Compton, Trustee, is the duly appointed and acting Trustee in In re: Raejean Bonham, aka Jean Bonham, aka Jeannie Bonham, dba World Plus, Case No. F95-00897 HAR in this court, which case was commenced by the filing of an involuntary petition on December 19, 1995. An order for relief was thereafter entered. Trustee has standing to bring this action.

4. Avoiding powers of the dissolved corporations. The bankruptcy estate in the above-named main case includes the rights, assets, claims and avoiding powers of the dissolved corporations World Plus, Inc., and Atlantic Pacific Funding Corporation. Alternatively, Trustee, as sole shareholder of those dissolved corporations, has authority to prosecute those rights, claims, and avoiding powers nominally or actually held by those dissolved corporations. In either event, the term Debtor herein refers both to the individual and the dissolved corporations.

5. Setoff. To the extent that Raejean Bonham, World Plus, Inc., and Atlantic Pacific Funding Corporations are found to be distinct legal entities, (a) claims held by one entity against Defendants may not be set off against another entity, and (b) Defendants' giving value to one entity is not value as to the other entity.

6. Defendant Bill Williams is an Alaska resident whose current address is believed to be:

7. Defendants Mark Albert, Calvin Anderson, A.D. Smith, John Grayson, and Lincoln W. Johnson, Coupon Exchange Company, First Class Travel Company and International Coupon Travel (collectively, the "Payee Defendants"), are suspected aliases of Bill Williams. The checks identified in Paragraph 1 were each endorsed by Bill Williams and deposited into First National Bank of Anchorage Account No. 2510-669-1 (FNBA Account) listed in the name of O & W Corp, dba Gold Rush Saloon.

8. Defendant O & W Corporation, dba Gold Rush Saloon, also known as A & W Corp., is an Alaska corporation the stock in which is owned equally by Bill Williams and Eddie O'Rear. O & W Corporation, dba Gold Rush Saloon ("O & W Corp."), is the owner and operator of the Gold Rush Bar in Fairbanks, Alaska. O & W Corp. cashed the checks payable to First Class Travel Company, International Coupon Travel, and Check No. 1673 payable to Coupon Exchange Company identified in Paragraph 1. O & W Corp. is also the owner of First National Bank of Anchorage Account No. 2510-669-1, into which the checks identified in Paragraph 1 were deposited. Defendant Williams is a signatory on the FNBA Account.

9. Prior to the filing of the involuntary petition in this case, Debtor engaged in a Ponzi scheme. That is, Debtor borrowed money from Defendants and other individuals on a short-term, high-interest basis. Repayment terms varied from loan to loan and from investor to investor, but typical repayment terms were a 50% return on principal in eight months. The primary source of repayment of such loans was loans from new investors, not profits from a legitimate business enterprise. Debtor's Ponzi scheme grew until Debtor was unable to attract sufficient new investors to meet the demands of investors whose loans had matured. At that point, the pyramid collapsed, leaving more than 1,000 investors unpaid. Those investors have filed proofs of claim in this court totalling approximately $50 million.

10. The debtor typically made thousands of payments to her investors from 1988 through 1995 on individual investment contracts. The trustee has found no evidence that any of the Defendants made any investments to, or investment contracts with the debtor.

11. Upon information and belief, the payments identified in Paragraph 1 were made pursuant to a continuing scheme to defraud between debtor and defendants which funnelled money to Defendant Williams.

12. Debtor paid to Defendants, and Defendants received, the checks ("the Preference Checks") listed in the Preference column in paragraph 1 hereof.

13. Each of the Preference Checks were paid to or for the benefit of Defendants, who at the time were creditors of the Debtor.

14. Each of the Preference Checks were on account of an antecedent debt owed to Defendants, namely payment of the sums Debtors had promised to pay Defendants according to the terms of investment contracts between the parties.

15. Each of the Preference Checks were was made within ninety (90) days of the date of the involuntary petition herein. The involuntary petition was filed December 19, 1995.

16. Debtor was presumptively insolvent according to Section 547(g) and Section 547(g), and was in fact insolvent, at the time each of the Preference Checks were made.

17. Each of the Preference Checks enabled Defendants to receive more than if such check had not been paid and Defendants received a Chapter 7 dividend on account of Defendants' loan to Debtor.

18. Each of the Preference Checks is a voidable preference under Section 547(b).

19. Defendants are liable under Section 550.

20. With respect to each of the checks listed in the "Sec. 548 Fraud - Interest" and "Sec. 548 Fraud - Principal" columns in paragraph 1 of this complaint, and each of the Preference Checks (collectively, the "Sec. 548 Fraudulent Conveyance Checks"), Debtor intended to hinder, delay or defraud her creditors within the meaning of 11 U.S.C. Section 548(a)(1).

21. The Payee Defendants are liable for the amounts identified in Paragraph 1 as initial transferees of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

22. Defendants Williams and O & W Corp. are liable for the payments identified in Paragraph 1 as an initial transferee of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

23. Debtor received less than a reasonably equivalent value in exchange for each of the Sec. 548 Fraudulent Conveyance Checks.

24. Debtor was or became insolvent at the time of making each of the checks described in the preceding paragraph.

25. Debtor also was engaged in a business for which any property remaining with her represented unreasonably small capital.

26. Debtor also intended to incur, or believed that she would incur, debts that would be beyond her ability to pay as such debts matured.

27. Each of the Sec. 548 Fraudulent Conveyance Checks is voidable under 11 U.S.C. Section 548(a)(2).

28. The Payee Defendants are liable for the amounts identified in Paragraph 1 as initial transferees of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

29. Defendants Williams and O & W Corp. are liable for the payments identified in Paragraph 1 as an immediate transferee of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

30. With respect to each of the checks listed in the "Other Fraud" column in paragraph 1 of this complaint, together with each of the Section 548 Fraudulent Conveyance Checks (collectively, the "Other Fraudulent Conveyance Checks"), Debtor intended to hinder, delay or defraud her creditors within the meaning of AS 34.40.010.

31. Each of the Other Fraudulent Conveyance Checks is avoidable under Sec. 544(b).

32. Defendants received the payments identified in Paragraph 1 as part of a scheme to defraud, and with malice and reckless indifference warranting the award of punitive damages.

33. The Payee Defendants are liable for the amounts identified in Paragraph 1 as initial transferees of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

34. Defendants Williams and O & W Corp. are liable for the payments identified in Paragraph 1 as an immediate transferee of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

35. Each Other Fraudulent Conveyance Check is avoidable as a fraudulent conveyance under the common law of the State of Alaska.

36. At all times relevant to this complaint, up to and including the Petition Date, Delta Airlines, the Securities and Exchange Commission (SEC), and unpaid investors, were general unsecured creditors of the Debtor whose existence gives standing to the trustee under Section 544(b) to assert this cause of action.

37. Each of the Other Fraudulent Conveyance Check is avoidable under Section 544(b).

38. Defendants received the payments identified in Paragraph 1 as part of a scheme to defraud, and with malice and reckless indifference warranting the award of punitive damages.

39. The Payee Defendants are liable for the amounts identified in Paragraph 1 as initial transferees of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

40. Defendants Williams and O & W Corp. are liable for the payments identified in Paragraph 1 as an immediate transferee of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

41. The Securities and Exchange Commission (SEC) has filed a proof of claim (No. 859) in the main case, and has filed litigation against Raejean Bonham, SEC v. Bonham, Case No. F96-0023 CIV, in the United States District Court for the District of Alaska. These claims represent a debt to the United States within the meaning of 28 U.S.C. Sec. 3304.

42. The Other Fraudulent Conveyance Checks are avoidable under 28 U.S.C. Sec. 3301, et seq., including, but not limited to, Sections 3304(a) and 3304(b).

43. The SEC claim, and any other claim that may be filed by the United States government, gives standing to assert this cause of action under Section 544(b).

44. Each of the Other Fraudulent Conveyance Checks is avoidable under Section 544(b).

45. The Payee Defendants are liable for the amounts identified in Paragraph 1 as initial transferees of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

46. Defendants Williams and O & W Corp. are liable for the payments identified in Paragraph 1 as an immediate transferee of fraudulent conveyances pursuant to 11 U.S.C. § 550(a).

47. To the extent that the payments identified in Paragraph 1 were payments on loans between the debtor and the individual defendants in a principal amount less than $25,000, they are subject to provisions of AS 45.45.010 et seq.

48. To the extent that the debtor borrowed money from the defendants, portions of Debtor's checks to Defendants represented repayment of principal and interest on Defendants' loans to Debtor, as detailed in the second column in paragraph 1 hereof.

49. The checks ("the Usury Checks") in rows that contain entries in the Usury penalty column in paragraph 1 of this complaint represent repayments on loans that were equal to or less than $25,000.

50. With respect to each Usury Check, Debtor paid the principal amount due on each contract, such payment being either in the form of payment or rollover or both.

51. The interest component of the Usury Checks was in excess of five percentage points above the annual rate charged member banks for advances by the 12th Federal Reserve District on the day on which the contract or loan commitment was made.

52. On authority of AS 45.45.030, Plaintiff is entitled to a recovery equal to two times the Usury Checks, as detailed in paragraph 1 of this complaint.

53. The debtor and defendants created a fraudulent scheme to allow Williams to receive transfers from the debtor under the guise of fictitious names.

54. The defendants knowingly aided and abetted the fraud by taking or cashing checks from the debtor on behalf of Williams.

55. At all times relevant to this claim, up to and including the Petition Date, Delta Airlines, the Securities and Exchange Commission (SEC), and unpaid investors, were general unsecured creditors of the Debtor whose existence gives standing to the trustee under Section 544(b) to assert this cause of action.

56. As a proximate result of defendants' participation in the conspiracy to defraud, World Plus, Inc., Atlantic Pacific Funding Corporation, and their creditors were injured in an amount not less than the total amount of the checks identified in Paragraph 1.

57. Defendants are jointly and severally liable for the checks identified in Paragraph 1.

58. As alleged above, each defendant conspired with the debtor and others to defraud World Plus, Inc., Atlantic Pacific Funding Corporation and its creditors, and gave knowing and substantial assistance to the commission of that fraud.

59. Defendants fraudulently took or cashed checks issued as part of a Ponzi scheme on behalf of Williams and/or O & W Corp. for the purpose of converting the payments identified in Paragraph 1 with knowledge of the Ponzi scheme and under the guise of false identities.

60. At all times relevant to this claim, up to and including the Petition Date, Delta Airlines, the Securities and Exchange Commission (SEC), and unpaid investors, were general unsecured creditors of the Debtor whose existence gives standing to the trustee under Section 544(b) to assert this cause of action.

61. As a proximate result of defendants' participation in the conspiracy to defraud, World Plus, Inc., Atlantic Pacific Funding Corporation, and their creditors were injured in an amount not less than the total amount of checks identified in Paragraph 1.

62. Defendants are jointly and severally liable for the checks identified in Paragraph 1.

63. The knowing and intentional participation of defendants in a scheme to defraud World Plus, Inc., its employees, creditors and other members of the public, which fraudulent scheme was carried out and furthered by telephone conversations, facsimile transmissions, and letters sent through the United States mail, constitute repeated violations of 18 U.S.C. § 1342 relating to wire fraud and 18 U.S.C. § 1341 relating to mail fraud, and further constitute acts of racketeering activity as that term is defined in 18 U.S.C. § 1961(B)

64. Defendants are entities capable of holding a legal or beneficial interest in property, and they are or represent persons subject to Racketeer Influenced and Corrupt Organizations Acts (RICO) pursuant to 18 U.S.C. § 1961(3).

65. The debtor, including her wholly owned corporations World Plus, Inc. and Atlantic Pacific Funding Corporation, at all times relevant to this action, were an enterprise as that term is defined in 18 U.S.C. § 1961(4).

66. The defendants together with the debtor and her corporations, associated in fact from September 1994 through December 1995, which association in fact constituted an enterprise as defined in 18 U.S.C. § 1961(4).

67. The activities of the enterprise resulting from the association in fact among defendants and the debtor included the participation in a Ponzi scheme and money laundering for the benefit of Bill Williams.

68. The instances of wire fraud, mail fraud and the issuance of securities committed by defendants were related to the activities of the debtor and to the association in fact formed between defendants and the debtor.

69. The wire fraud, mail fraud and the issuance of securities perpetrated by defendants and others on the debtor, its employees, creditors and others, constituted a pattern of racketeering activity consisting of more than two acts of racketeering activity, all of which occurred after the effective date of 18 U.S.C. § 1961 et seq, and the last of which occurred within ten years after the commission of a prior racketeering activity as required by 18 U.S.C. § 1961(5).

70. Defendants used income derived from the above described pattern of racketeering in the operation of the enterprises, the activities of which affect interstate commerce, in violation of 18 U.S.C. § 1962(a).

71. Defendants conducted, guided, managed, directed, controlled, or participated in the conduct of each of the enterprises through the above described pattern of racketeering activity, including the issuance of securities and receiving funds as part of a Ponzi scheme, and laundering funds, which enterprise activities affect interstate commerce in violation of 18 U.S.C. § 1962(c).

72. Defendants conspired together and with the debtor to violate 18 U.S.C. § 1962(a) and (c) in violation of 18 U.S.C. § 1962(d).

73. As a direct and proximate result of the forgoing violations of 18 U.S.C. § 1962 by defendants, the debtor and her corporation has sustained injury to its business and property in an undetermined amount, but not less than $97,950.00 plus interest.

74. As described above, each of defendants' conduct was outrageous, malicious, or done with such reckless disregard and indifference of the interests of World Plus, Inc. and Atlantic Pacific Funding Corporation, its employees, creditors and members of the public, so as to constitute outrageous conduct.

75. In order to punish defendants and to deter them and others similarly situated from engaging in such a pattern of conduct, punitive damages should be awarded in favor of the trustee and against each defendant.

There are or may be payments which Debtor made to or for the benefit of the Defendants but which are not listed in paragraph 1. Additionally, there may other payments to persons, real or fictitious, that were for the benefit of Bill Williams. Trustee gives notice that the judgment sought herein may include such payments, and reserves the right to amend this complaint to add additional persons upon discovery.

The trustee also gives notice of his reservation of rights to assert additional claims based on the extent and nature of defendants' fraudulent conduct as may be more fully developed through discovery in this action.

WHEREFORE, plaintiff prays for relief as follows:

A. Judgment against the Payee Defendants on one or more of the theories of preference, Sec. 548 fraudulent conveyance, state fraudulent conveyance, Federal Debt Collection Act claims, usury, said judgment being, after adjustment for duplication, in the amounts as against the defendants as set forth in Paragraph 1 hereof.

B. Judgment against Bill Williams and O & W Corp., jointly and severally with the individual payee recipients of the checks identified in Paragraph 1 for the total amount paid to each payee as immediate transferees of fraudulent conveyances under the provisions of 11 U.S.C. § 550(a).

C. Judgment against defendants for aiding and abetting a fraudulent scheme, and conspiring to commit fraudulent conveyances in the total amount of the checks identified in Paragraph 1 hereof.

D. On the trustee's RICO Claim, judgment against the defendants jointly and severally, in an amount equal to the sum of the checks identified in Paragraph 1 hereof, which sum is to be trebled under the provisions of 18 U.S.C. § 1964(c), plus attorney's fees and costs.

E. Judgement directing repayment of all avoided transfers under Section 550.

C. An express provision in said judgment that the judgment is entered without prejudice to the trustee's right to file separate litigation against Defendants for any payments not specifically listed in said paragraph 1.

D. Punitive damages as against each defendant as may be appropriate.

D. Costs, pre-judgment interest, and attorneys fees.

E. Such other relief as this court deems proper.

Respectfully submitted in Anchorage, Alaska, this day of January, 1998.

BUNDY & CHRISTIANSON
Attorneys for Trustee

By: /s/Cabot Christianson

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