Securities and Exchange Commission v. World Capital Market Inc. et al

Filing 33

PRELIMINARY INJUNCTION, APPOINTMENT OF A PERMANENT RECEIVER, AND RELATED ORDERS by Judge Christina A. Snyder: IT IS ORDERED that Defendants World Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Ming Xu a/k/a Phil Min g Xu, and their officers, agents, servants, employees, attorneys, subsidiaries and affiliates, and those persons in active concert or participation with any of them who receive actual notice of this Order, by personal service or otherwise, and each o f them, be and hereby are preliminarily restrained and enjoined, etc. Order for immediate freeze on all monies and assets. Order that Krista L. Freitag of E3 Realty Advisors, Inc.is appointed as permanent receiver of Defendants World Capital Market I nc.,WCM777 Inc., and WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and ReliefDefendants Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna Source International, Inc.; WCM Resources, Inc.; and their subsidiaries and affiliates. Order that no bond shall be required in connection with the appointment of the permanent receiver. See document for further details. (gk)

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JOHN B. BULGOZDY (Cal. Bar No. 219897)
Email: [e-mail]
PETER F. DEL GRECO (Cal. Bar No. 164925)
Email: [e-mail]
Attorneys for Plaintiff
Securities and Exchange Commission
Michele Wein Layne, Regional Director
Lorraine Echavarria, Associate Regional Director
John W. Berry, Regional Trial Counsel
5670 Wilshire Boulevard, 11th Floor
Los Angeles, California 90036
Telephone: [phone]
Facsimile: [phone]

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UNITED STATES DISTRICT COURT

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CENTRAL DISTRICT OF CALIFORNIA

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SECURITIES AND EXCHANGE
COMMISSION,

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Plaintiff,

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vs.
WORLD CAPITAL MARKET INC.;
WCM777 INC.; WCM777 LTD. d/b/a
WCM777 ENTERPRISES, INC.; and
MING XU a/k/a PHIL MING XU,
Defendants,
and

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KINGDOM CAPITAL MARKET, LLC;
MANNA HOLDING GROUP, LLC;
MANNA SOURCE INTERNATIONAL,
INC.;WCM RESOURCES, INC.; AEON
OPERATING, INC.; AND PMX JEWELS,
LTD.,

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Relief Defendants.

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Case No. 2:14-cv-2334-CAS-MRW
[PROPOSED] PRELIMINARY
INJUNCTION, APPOINTMENT
OF A PERMANENT RECEIVER,
AND RELATED ORDERS

This matter came before the Court upon the Order to Show Cause Re

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Preliminary Injunction and Appointment of a Permanent Receiver. On April 4, 2014,

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Defendants World Capital Market Inc.; WCM777 Inc.; WCM777 Ltd. d/b/a

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WCM777 Enterprises, Inc.; and Ming Xu, and Relief Defendant Manna Source

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International, Inc., filed a statement of non-opposition. None of the remaining relief

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defendants filed any opposition to the requested relief. On April 10, 2014, the Court

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held a hearing on this matter.
The Court previously considered the SEC’s Complaint, the TRO Application,

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the supporting Memorandum of Points and Authorities, the supporting declarations

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and exhibits, and other evidence presented to the Court. The Court further finds that

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there is no opposition to entry of a preliminary injunction and appointment of a

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permanent receiver over Defendants World Capital Market Inc., WCM777 Inc., and

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WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief Defendants Kingdom

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Capital Market, LLC; Manna Holding Group, LLC; Manna Source International, Inc.;

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WCM Resources, Inc.; and their subsidiaries and affiliates. The Court therefore

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finds:

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A.

this action.

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This Court has jurisdiction over the parties to, and the subject matter of,

B.

The SEC has made a sufficient and proper showing in support of the

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relief granted herein, as required by Section 20(b) of the Securities Act

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of 1933 (“Securities Act”) (15 U.S.C. § 77t(b)) and Section 21(d) of the

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Securities Exchange Act of 1934 (“Exchange Act”) (15 U.S.C. § 78u(b))

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by evidence establishing a prima facie case and reasonable likelihood

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that Defendants World Capital Market Inc.; WCM777 Inc.; WCM777

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Ltd. d/b/a WCM777 Enterprises, Inc.; and Ming Xu a/k/a Phil Ming Xu

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have engaged in, are engaging in, are about to engage in, and will

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continue to engage in unless restrained transactions, acts, practices and

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courses of business that constitute violations of Sections 5(a), 5(c) of the
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Securities Act of 1933 (15 U.S.C. §§ 77e(a), 77e(c)); Section17(a) of the

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Securities Act (15 U.S.C. § 77q(a)); and Section 10(b) of the Securities

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Exchange Act of 1934 (15 U.S.C. § 78j(b)) and Rule 10b-5 thereunder

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(17 C.F.R. § 240.10b-5) and that Relief Defendants Kingdom Capital

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Market, LLC; Manna Holding Group, LLC; Manna Source International,

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Inc.; WCM Resources, Inc.; Aeon Operating, Inc.; and PMX Jewels, Ltd.

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are in possession of the proceeds of those violations and have been

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unjustly enriched.

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C.

Good cause exists to believe that, unless restrained and enjoined by order

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of this Court, Defendants and Relief Defendants will dissipate, conceal,

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or transfer assets which could be the subject to an order directing

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disgorgement or the payment of civil money penalties in this action.

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D.

Good cause exists to believe that, unless restrained and enjoined by order

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of this Court, Defendants may alter or destroy documents relevant to this

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action.

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E.

Good cause exists to believe that alternative service is necessary.

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IT IS HEREBY ORDERED:

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I.
IT IS ORDERED that Defendants World Capital Market Inc., WCM777 Inc.,

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WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Ming Xu a/k/a Phil Ming Xu,

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and their officers, agents, servants, employees, attorneys, subsidiaries and affiliates,

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and those persons in active concert or participation with any of them who receive

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actual notice of this Order, by personal service or otherwise, and each of them, be and

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hereby are preliminarily restrained and enjoined from, directly or indirectly, in the

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absence of any applicable exemption:

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A.

unless a registration statement is in effect as to a security, making use of

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any means or instruments of transportation or communication in

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interstate commerce or of the mails to sell such security through the use
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or medium of any prospectus or otherwise;

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B.

unless a registration statement is in effect as to a security, carrying or

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causing to be carried through the mails or in interstate commerce, by any

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means or instruments of transportation, any such security for the purpose

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of sale or for delivery after sale; or

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C.

making use of any means or instruments of transportation or

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communication in interstate commerce or of the mails to offer to sell or

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offer to buy through the use or medium of any prospectus or otherwise

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any security, unless a registration statement has been filed with the SEC

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as to such security, or while the registration statement is the subject of a

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refusal order or stop order or (prior to the effective date of the

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registration statement) any public proceeding or examination under

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Section 8 of the Securities Act, 15 U.S.C. § 77h;

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in violation of Section 5 of the Securities Act, 15 U.S.C. § 77e.

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II.

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IT IS FURTHER ORDERED that Defendants World Capital Market Inc.,

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WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Ming Xu a/k/a

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Phil Ming Xu, and their officers, agents, servants, employees, attorneys, subsidiaries

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and affiliates, and those persons in active concert or participation with any of them,

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who receive actual notice of this Order, by personal service or otherwise, and each of

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them, be and hereby are preliminarily restrained and enjoined from, directly or

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indirectly, in the offer or sale of any securities, by the use of any means or instruments

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of transportation or communication in interstate commerce or by the use of the mails:

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A.

employing any device, scheme or artifice to defraud;

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B.

obtaining money or property by means of any untrue statement of a

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material fact or any omission to state a material fact necessary in order to

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make the statements made, in light of the circumstances under which

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they were made, not misleading; or
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C.

operates or would operate as a fraud or deceit upon the purchaser;

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engaging in any transaction, practice, or course of business which

in violation of Section 17(a) of the Securities Act, 15 U.S.C. § 77q(a).

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III.

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IT IS FURTHER ORDERED that Defendants World Capital Market Inc.,

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WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Ming Xu a/k/a

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Phil Ming Xu, and their officers, agents, servants, employees, attorneys, subsidiaries

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and affiliates, and those persons in active concert or participation with any of them,

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who receive actual notice of this Order, by personal service or otherwise, and each of

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them, be and hereby are preliminarily restrained and enjoined from, directly or

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indirectly, in connection with the purchase or sale of any security, by the use of any

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means or instrumentality of interstate commerce, or of the mails, or of any facility of

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any national securities exchange:

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A.

employing any device, scheme or artifice to defraud;

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B.

making any untrue statement of a material fact or omitting to state a

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material fact necessary in order to make the statements made, in the light

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of the circumstances under which they were made, not misleading; or

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C.

engaging in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any person;

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in violation of Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5

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thereunder, 17 C.F.R. § 240.10b-5.

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IV.
IT IS FURTHER ORDERED that, except as otherwise ordered by this Court,

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Defendants World Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a

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WCM777 Enterprises, Inc., and Ming Xu a/k/a Phil Ming Xu, and Relief Defendants

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Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna Source

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International, Inc.; WCM Resources, Inc.; Aeon Operating, Inc.; and PMX Jewels,

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Ltd. and their officers, agents, servants, employees, attorneys, subsidiaries and
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affiliate, and those persons in active concert with them, who receive actual notice of

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this Order, by personal service or otherwise, and each of them, be and hereby are

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preliminarily restrained and enjoined from, directly or indirectly, transferring,

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assigning, selling, hypothecating, changing, wasting, dissipating, converting,

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concealing, encumbering, or otherwise disposing of, in any manner, any funds, assets,

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securities, claims or other real or personal property, including any notes or deeds of

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trust or other interest in real property, wherever located, of any one of the Defendants

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or Relief Defendants, or their subsidiaries or affiliates, owned by, controlled by,

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managed by or in the possession or custody of any of them and from transferring,

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encumbering dissipating, incurring charges or cash advances on any debit or credit

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card of the credit arrangement of any one of the Defendants or Relief Defendants, or

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their subsidiaries and affiliates.

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V.

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IT IS FURTHER ORDERED that, except as otherwise ordered by this Court,

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an immediate freeze shall be placed on all monies and assets (with an allowance for

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necessary and reasonable living expenses to be granted only upon good cause shown

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by application to the Court with notice to and an opportunity for the SEC to be heard)

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in all accounts at any bank, financial institution or brokerage firm, or third-payment

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payment processor, all certificates of deposit, and other funds or assets, held in the

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name of, for the benefit of, or over which account authority is held by Defendants

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World Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777

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Enterprises, Inc., and Ming Xu a/k/a Phil Ming Xu, and/or Relief Defendants

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Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna Source

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International, Inc.; and WCM Resources, Inc., including but not limited to the

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accounts listed below:

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Account Name

Bank Name

Account Number

World Capital Market Inc.

Bank of America

xxxx-xxxx-2167

World Capital Market Inc.

Bank of America

xxxx-xxxx-2879

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World Capital Market Inc.

Wells Fargo

xxxxx-x8959

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World Capital Market Inc.

Wells Fargo

xxxxx-x8895

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World Capital Market Inc.

Wells Fargo

xxxxx-x6766

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World Capital Market Inc.

Comerica

xxxxx-x 300

World Capital Market Inc.

Merrill Lynch

xxx-x2135

WCM777

Bank of America

xxxx-xxxx-2837

WCM777

Bank of America

xxxx-xxxx-6539

WCM777 Inc.

Wells Fargo

xxxxx-x9189

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WCM777 Inc.

Wells Fargo

xxxxx-x9817

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WCM777 Inc.

Wells Fargo

xxxxx-x5207

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WCM777 Inc.

Wells Fargo

xxxxx-x6247

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WCM777 Inc.

Wells Fargo

xxxxx-x6197

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WCM777 Ltd.

HSBC

xxx-xxxxx6-838

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WCM777 Ltd.

Wells Fargo

xxxxx-x1613

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WCM777 Ltd.

Wells Fargo

xxxxx-x3140

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WCM777 Ltd.

Wells Fargo

xxxxx-x2655

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Ming Xu

Bank of America

xxxx-xxxx-3817

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Ming Xu

Bank of America

xxxx-xxxx-5583

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Ming Xu

Wells Fargo

xxxxx-x7401

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Ming Xu

Wells Fargo

xxxxx-x0177

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Ming Xu

Comerica

xxxxx-x8899

Ming Xu

Comerica

xxxxx-x0228

Ming Xu

Comerica

xxxxx-x9298

Ming Xu

E*Trade

xxxx5504

Kingdom Capital Market, LLC

Bank of America

xxxx-xxxx-6193

Kingdom Capital Market, LLC

Bank of America

xxxx-xxxx-4407

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Account Name

Bank Name

Account Number

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Kingdom Capital Market, LLC

Bank of America

xxxx-xxxx-3417

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Kingdom Capital Market, LLC

Wells Fargo

xxxxx-x0937

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Kingdom Capital Market, LLC

Wells Fargo

xxxxx-x0377

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Kingdom Capital Market, LLC

Comerica

xxxxx-x1068

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Manna Source International, Inc.

Wells Fargo

xxxxx-x2000

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Manna Source International, Inc.

Wells Fargo

xxxxx-x6080

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Manna Source International, Inc.

Comerica

xxxxx-x1191

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Manna Holding Group, LLC

JPMorganChase

xxxxxxxxxxx3233

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Manna Holding Group, LLC

Comerica

xxxxx-x0847

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WCM Resources, Inc.

Bank of America

xxxx-xxxx-3070

The Manna For All Foundation*1

Comerica

xxxxxx-x0862

The Manna For All Foundation*

JPMorganChase

xxxxxxxxxxx5335

The Manna For All Foundation*

JPMorganChase

xxxxxxxxxxx3233

The Media For Christ Foundation*

Citibank

Unknown

The Media For Christ Foundation*

JPMorganChase

Unknown

The Media For Christ Foundation*

Comerica

xxxxxx-x0088

Agape Technology, Inc.*

Comerica

xxxxx-x9856

ToPacific, Inc.*

Bank of America

xxxx-xxxx-1567

ToPacific, Inc.*

Bank of America

xxxx-xxxx-9977

ToPacific, Inc.*

Comerica

xxxxx-x0854

ToPacific, Inc.*

Comerica

xxxxx-x7600

ToPacific, Inc.*

JPMorganChase

xxxxxxxxxxx3803

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ToPacific, Inc.*

JPMorganChase

xxxxxxxxxxx0111

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ToPacific, Inc.*

East West Bank

xx-xxxx0497

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ToPacific, Inc.*

East West Bank

xx-xxxx0430

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ToPacific, Inc.*

American Continental

xxxx-141-7

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All asterisked accounts are accounts over which Defendant Ming Xu has authority.
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Account Name
Goldpoint Holdings, Inc.

Bank Name
Bank of America

Account Number
xxxx-xxxx-9407

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Any bank, financial institution or brokerage firm, or third-party payment

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processor holding such monies and assets described above shall hold and retain

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within their control and prohibit the withdrawal, removal, transfer or other disposal of

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any such funds or other assets except as otherwise ordered by this Court.

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VI.

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IT IS FURTHER ORDERED that, except as otherwise ordered by this Court,

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an immediate freeze shall be placed on monies and assets traceable to the fraudulent

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conduct held by Relief Defendant Aeon Operating, Inc., up to the amount of $2.667

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million; and by Relief Defendant PMX Jewels, Ltd., up to the amount of $750,000, in

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such account to be identified by Relief Defendant in writing to the SEC and this

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Court with five days of the entry of this Order.

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VII.
IT IS FURTHER ORDERED that, within ten days from the date of this Order,

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Defendants World Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a

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WCM777 Enterprises, Inc., and Ming Xu a/k/a Phil Ming Xu, and Relief Defendants

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Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna Source

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International, Inc.; WCM Resources, Inc.; Aeon Operating, Inc.; and PMX Jewels,

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Ltd., any bank, financial institution or brokerage firm, and each of them, shall transfer

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to the registry of this Court assets, funds and other property held in foreign locations

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in the name of any Defendant or Relief Defendant, or for the benefit or under the

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direct or indirect control of any of them, or over which any of them exercises control

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or signatory authority, that is equal to the value of all funds transferred by U.S.

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investors, whether by wire transfer, third-party payment processor or otherwise, at the

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direction of either Defendants or any of their agents, representatives or accredited

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advisors.
VIII.
IT IS FURTHER ORDERED that, except as otherwise ordered by this Court,

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each of the Defendants World Capital Market Inc., WCM777 Inc., WCM777 Ltd.

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d/b/a WCM777 Enterprises, Inc., and Ming Xu a/k/a Phil Ming Xu, and Relief

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Defendants Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna

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Source International, Inc.; WCM Resources, Inc.; Aeon Operating, Inc.; and PMX

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Jewels, Ltd., and their officers, agents, servants, employees, attorneys, subsidiaries

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and affiliates, and those persons in active concert or participation with any of them,

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who receive actual notice of this Order, by personal service or otherwise, and each of

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them, be and hereby are preliminarily restrained and enjoined from, directly or

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indirectly: destroying, mutilating, concealing, transferring, altering, or otherwise

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disposing of, in any manner, any documents, which includes all books, records,

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computer programs, computer files, computer printouts, contracts, emails,

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correspondence, memoranda, brochures, or any other documents of any kind in their

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possession, custody or control, however created, produced, or stored (manually,

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mechanically, electronically, or otherwise), pertaining in any manner to Defendants

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World Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777

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Enterprises, Inc., and Ming Xu a/k/a Phil Ming Xu and/or Relief Defendants Kingdom

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Capital Market, LLC; Manna Holding Group, LLC; Manna Source International, Inc.;

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WCM Resources, Inc.; Aeon Operating, Inc.; and PMX Jewels, Ltd.

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IX.

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IT IS FURTHER ORDERED that Defendants World Capital Market Inc.,

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WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Ming Xu a/k/a

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Phil Ming Xu, and Relief Defendants Kingdom Capital Market, LLC; Manna

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Holding Group, LLC; Manna Source International, Inc.; WCM Resources, Inc.; Aeon

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Operating, Inc.; and PMX Jewels, Ltd., within five days of the issuance of this Order,

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shall prepare and deliver to the SEC a detailed and complete schedule of all of their
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personal assets, including all real and personal property exceeding $5,000 in value,

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and all bank, securities, and other accounts identified by institution, branch address

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and account number. The accounting shall include a description of the sources of all

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such assets. Such accounting shall be filed with the Court and a copy shall be

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delivered to the SEC to the attention of John B. Bulgozdy, Trial Counsel. After

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completion of the accounting, each of the Defendants and Relief Defendants shall

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produce to the SEC at a time agreeable to the SEC, all books, records and other

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documents supporting or underlying their accounting.

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X.
IT IS FURTHER ORDERED that any person who receives actual notice of this

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Order by personal service or otherwise, and who holds, possesses or controls assets

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exceeding $5,000 for the account or benefit of any one of the Defendants or Relief

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Defendants, shall within 5 days of receiving actual notice of this Order provide

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counsel for the SEC with a written statement identifying all such assets, the value of

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such assets, or best approximation thereof, and any account numbers or account

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names in which the assets are held.

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XI.

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IT IS FURTHER ORDERED that, pursuant to Rule 4 of the Federal Rules of

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Civil Procedure, service of all pleadings and other papers to be served in this action,

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may be made by serving such documents as to Relief Defendant PMX Jewels, Ltd.,

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by FEDEX or UPS, signature required, by any officer or director, or other authorized

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signatory, at 1204 Concordia Plaza, Greenfield Tower, 1 Science Museum Road,

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TST, Kowloon, Hong Kong 99077.

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XII.
IT IS FURTHER ORDERED that Krista L. Freitag of E3 Realty Advisors, Inc.

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is appointed as permanent receiver of Defendants World Capital Market Inc.,

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WCM777 Inc., and WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief

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Defendants Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna
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Source International, Inc.; WCM Resources, Inc.; and their subsidiaries and affiliates,

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with full powers of an equity receiver, including, but not limited to, full power over

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all funds, assets, collateral, premises (whether owned, leased, occupied, or otherwise

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controlled), choses in action, books, records, papers and other property belonging to,

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being managed by or in the possession of or control of Defendants World Capital

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Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and

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Relief Defendants Kingdom Capital Market, LLC; Manna Holding Group, LLC;

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Manna Source International, Inc.; WCM Resources, Inc., and their subsidiaries and

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affiliates, and that such receiver is immediately authorized, empowered and directed:

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A.

to have access to and to collect and take custody, control, possession,

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and charge of all funds, assets, collateral, premises (whether owned,

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leased, occupied, or otherwise controlled), choses in action, books,

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records, papers and other real or personal property, wherever located, of

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or managed by Defendants World Capital Market Inc., WCM777 Inc.,

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WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief Defendants

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Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna

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Source International, Inc.; WCM Resources, Inc., and their subsidiaries

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and affiliates, with full power to sue, foreclose, marshal, collect, receive,

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and take into possession all such property (including access to and taking

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custody, control, and possession of all such Defendants World Capital

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Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises,

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Inc., and Relief Defendants Kingdom Capital Market, LLC; Manna

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Holding Group, LLC; Manna Source International, Inc.; WCM

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Resources, Inc. property, and that of their subsidiaries and affiliates;

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B.

to have control of, and to be added as the sole authorized signatory for,

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all accounts of the entities in receivership, including all accounts at any

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bank, title company, escrow agent, financial institution or brokerage firm

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(including any futures commission merchant) which has possession,
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custody or control of any assets or funds of Defendants World Capital

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Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises,

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Inc., and Relief Defendants Kingdom Capital Market, LLC; Manna

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Holding Group, LLC; Manna Source International, Inc.; WCM

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Resources, Inc., and their subsidiaries and affiliates, or which maintains

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accounts over which Defendants World Capital Market Inc., WCM777

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Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief

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Defendants Kingdom Capital Market, LLC; Manna Holding Group,

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LLC; Manna Source International, Inc.; WCM Resources, Inc., and their

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subsidiaries and affiliates, and/or any of their employees or agents have

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signatory authority;

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C.

to conduct such investigation and discovery as may be necessary to

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locate and account for all of the assets of or managed by Defendants

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World Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a

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WCM777 Enterprises, Inc., and Relief Defendants Kingdom Capital

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Market, LLC; Manna Holding Group, LLC; Manna Source International,

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Inc.; WCM Resources, Inc., and their subsidiaries and affiliates, and to

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engage and employ attorneys, accountants and other persons to assist in

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such investigation and discovery;

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D.

to take such action as is necessary and appropriate to preserve and take

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control of and to prevent the dissipation, concealment, or disposition of

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any assets of or managed by Defendants World Capital Market Inc.,

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WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and

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Relief Defendants Kingdom Capital Market, LLC; Manna Holding

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Group, LLC; Manna Source International, Inc.; WCM Resources, Inc.,

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and their subsidiaries and affiliates;

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E.

to make an accounting, as soon as practicable, to this Court and the SEC
of the assets and financial condition of Defendants World Capital
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Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises,

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Inc., and Relief Defendants Kingdom Capital Market, LLC; Manna

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Holding Group, LLC; Manna Source International, Inc.; WCM

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Resources, Inc., and to file the accounting with the Court and deliver

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copies thereof to all parties;

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F.

to make such payments and disbursements from the funds and assets

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taken into custody, control, and possession or thereafter received by him

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or her, and to incur, or authorize the making of, such agreements as may

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be necessary and advisable in discharging her duties as permanent
receiver;

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G.

to employ attorneys, accountants, and others to investigate and, where

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appropriate, to institute, pursue, and prosecute all claims and causes of

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action of whatever kind and nature which may now or hereafter exist as

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a result of the activities of present or past employees or agents of

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Defendants World Capital Market Inc., WCM777 Inc., WCM777 Ltd.

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d/b/a WCM777 Enterprises, Inc., and Relief Defendants Kingdom

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Capital Market, LLC; Manna Holding Group, LLC; Manna Source

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International, Inc.; WCM Resources, Inc., and their subsidiaries and

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affiliates; and

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H.

to have access to and monitor all mail, electronic mail, and video phone

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of the entities in receivership in order to review such mail, electronic

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mail, and video phone which he or she deems relates to their business

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and the discharging of her duties as permanent receiver.

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XIII.

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IT IS FURTHER ORDERED that Defendants World Capital Market Inc.,

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WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief

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Defendants Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna

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Source International, Inc.; WCM Resources, Inc., their subsidiaries and affiliates,
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including all of the other entities in receivership, and their officers, agents, servants,

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employees and attorneys, and any other persons who are in custody, possession or

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control of any assets, collateral, books, records, papers or other property of or

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managed by any of the entities in receivership, shall forthwith give access to and

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control of such property to the permanent receiver.

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XIV.

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IT IS FURTHER ORDERED that no officer, agent, servant, employee or

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attorney of Defendants World Capital Market Inc., WCM777 Inc., WCM777 Ltd.

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d/b/a WCM777 Enterprises, Inc., and Relief Defendants Kingdom Capital Market,

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LLC; Manna Holding Group, LLC; Manna Source International, Inc.; WCM

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Resources, Inc. shall take any action or purport to take any action, in the name of or

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on behalf of Defendants World Capital Market Inc., WCM777 Inc., WCM777 Ltd.

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d/b/a WCM777 Enterprises, Inc., and Relief Defendants Kingdom Capital Market,

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LLC; Manna Holding Group, LLC; Manna Source International, Inc.; WCM

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Resources, Inc., without the written consent of the permanent receiver or order of this

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Court.

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XV.
IT IS FURTHER ORDERED that, except by leave of this Court, during the

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pendency of this receivership, all clients, investors, trust beneficiaries, note holders,

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creditors, claimants, lessors and all other persons or entities seeking relief of any

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kind, in law or in equity, from Defendants World Capital Market Inc., WCM777 Inc.,

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WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief Defendants Kingdom

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Capital Market, LLC; Manna Holding Group, LLC; Manna Source International, Inc.;

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WCM Resources, Inc., or their subsidiaries or affiliates, and all persons acting on

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behalf of any such investor, trust beneficiary, note holder, creditor, claimant, lessor,

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consultant group or other person, including sheriffs, marshals, servants, agents,

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employees and attorneys, are hereby restrained and enjoined from, directly or

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indirectly, with respect to these persons and entities:
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A.

commencing, prosecuting, continuing or enforcing any suit or

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proceeding (other than the present action by the SEC or any other action

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by the government) against any of them;

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B.

using self-help or executing or issuing or causing the execution or

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issuance of any court attachment, subpoena, replevin, execution or other

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process for the purpose of impounding or taking possession of or

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interfering with or creating or enforcing a lien upon any property or

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property interests owned by or in the possession of Defendants World

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Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777

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Enterprises, Inc., and Relief Defendants Kingdom Capital Market, LLC;

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Manna Holding Group, LLC; Manna Source International, Inc.; WCM

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Resources, Inc.; and

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C.

doing any act or thing whatsoever to interfere with taking control,

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possession or management by the permanent receiver appointed

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hereunder of the property and assets owned, controlled or managed by or

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in the possession of Defendants World Capital Market Inc., WCM777

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Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief

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Defendants Kingdom Capital Market, LLC; Manna Holding Group,

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LLC; Manna Source International, Inc.; WCM Resources, Inc., or in any

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way to interfere with or harass the permanent receiver or her attorneys,

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accountants, employees, or agents or to interfere in any manner with the

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discharge of the permanent receiver’s duties and responsibilities

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hereunder.

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XVI.

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IT IS FURTHER ORDERED that Defendants World Capital Market Inc.,

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WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief

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Defendants Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna

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Source International, Inc.; WCM Resources, Inc., and their subsidiaries, affiliates,
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1

officers, agents, servants, employees and attorneys, shall cooperate with and assist the

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permanent receiver and shall take no action, directly or indirectly, to hinder, obstruct,

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or otherwise interfere with the permanent receiver or her attorneys, accountants,

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employees or agents, in the conduct of the permanent receiver’s duties or to interfere

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in any manner, directly or indirectly, with the custody, possession, management, or

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control by the permanent receiver of the funds, assets, collateral, premises, and

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choses in action described above.

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XVII.

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IT IS FURTHER ORDERED that Defendants World Capital Market Inc.,

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WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc., and Relief

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Defendants Kingdom Capital Market, LLC; Manna Holding Group, LLC; Manna

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Source International, Inc.; WCM Resources, Inc., and their subsidiaries and affiliates,

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shall pay the costs, fees and expenses of the permanent receiver incurred in

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connection with the performance of her duties described in this Order, including the

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costs and expenses of those persons who may be engaged or employed by the

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permanent receiver to assist him or her in carrying out her duties and obligations. All

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applications for costs, fees, and expenses for services rendered in connection with the

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receivership other than routine and necessary business expenses in conducting the

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receivership, such as salaries, rent, and any and all other reasonable operating

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expenses, shall be made by application setting forth in reasonable detail the nature of

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the services and shall be heard by the Court.

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XVIII.

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IT IS FURTHER ORDERED that no bond shall be required in connection with

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the appointment of the permanent receiver. Except for an act of gross negligence, the

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permanent receiver shall not be liable for any loss or damage incurred by any of the

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defendants, their officers, agents, servants, employees and attorneys or any other

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person, by reason of any act performed or omitted to be performed by the permanent

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receiver in connection with the discharge of her duties and responsibilities.
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2

XIX.
IT IS FURTHER ORDERED that representatives of the SEC and any other

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government agency are authorized to have continuing access to inspect or copy any

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or all of the corporate books and records and other documents of Defendants World

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Capital Market Inc., WCM777 Inc., WCM777 Ltd. d/b/a WCM777 Enterprises, Inc.,

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and Relief Defendants Kingdom Capital Market, LLC; Manna Holding Group, LLC;

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Manna Source International, Inc.; WCM Resources, Inc., and the other entities in

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receivership, and continuing access to inspect their funds, property, assets and

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collateral, wherever located.

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XX.
IT IS FURTHER ORDERED that this Court shall retain jurisdiction over this

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action for the purpose of implementing and carrying out the terms of all orders and

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decrees which may be entered herein and to entertain any suitable application or

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motion for additional relief within the jurisdiction of this Court.

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IT IS SO ORDERED.

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Dated: April 10, 2014

________________________________
THE HON. CHRISTINA A. SNYDER
UNITED STATES DISTRICT JUDGE

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Presented by:
John B. Bulgozdy
Attorney for Plaintiff
Securities and Exchange Commission

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