Securities and Exchange Commission v. Emilio Francisco et al

Filing 17

TEMPORARY RESTRAINING ORDER AND ORDERS (1) FREEZING ASSETS; (2) PROHIBITING DESTRUCTION OF DOCUMENTS; (3) APPOINTING A TEMPORARY RECEIVER, AND (4) TO SHOW CAUSE REGARDING ISSUANCE OF A PRELIMINARY INJUNCTION AND APPOINTMENT OF A PERMANENT RECEIVER by Judge Cormac J. Carney. IT IS FURTHER ORDERED that at 3:00 p.m. on January 23, 2017, or as soon thereafter as the parties may be heard, the Defendants, and each of them, shall appear before the Honorable Cormac J. Carney, Judge of the United States District Court for the Central District of California, to show cause, if there be any, why a preliminary injunction should not be granted and Mr. Thomas Seaman be appointed as permanent receiver. (see document for details). (dro)

1
2
3
4
5
6
7
8

UNITED STATES DISTRICT COURT

9

CENTRAL DISTRICT OF CALIFORNIA

10

SOUTHERN DIVISION

11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

)
)
)
)
SECURITIES AND EXCHANGE
)
COMMISSION,
)
)
)
Plaintiff,
)
)
v.
)
)
)
EMILIO FRANCISCO; PDC CAPITAL )
GROUP, LLC; CAFFE PRIMO
)
)
INTERNATIONAL, INC.; SAL
)
ASSISTED LIVING, LP; , SAL
)
)
CARMICHAEL, LP; SAL CITRUS
HEIGHTS, LP; SAL KERN CANYON, )
)
LP; SAL PHOENIX, LP; SAL
)
WESTGATE, LP; SUMMERPLACE )
AT SARASOTA, LP; SUMMERPLACE )
)
AT CLEARWATER, LP;
)
)
SUMMERPLACE AT CORRELL
)
PALMS, LP; TRC TUCSON, LP;
)
CLEAR CURRENTS WEST, LP;
)
CAFFE PRIMO MANAGEMENT, LP; )
CAFFE PRIMO MANAGEMENT 102, )
)
LP; CAFFE PRIMO MANAGEMENT )
)
-1-

Case No.: SACV 16-02257-CJC(DFMx)

TEMPORARY RESTRAINING
ORDER AND ORDERS (1) FREEZING
ASSETS; (2) PROHIBITING
DESTRUCTION OF DOCUMENTS; (3)
APPOINTING A TEMPORARY
RECEIVER, AND (4) TO SHOW
CAUSE REGARDING ISSUANCE OF
A PRELIMINARY INJUNCTION AND
APPOINTMENT OF A PERMANENT
RECEIVER

1
2
3
4
5

103, LP; CAFFE PRIMO
MANAGEMENT 104, LP; CAFFE
PRIMO MANAGEMENT 105, LP;
CAFFE PRIMO MANAGEMENT 106,
LP; CAFFE PRIMO MANAGEMENT
107, LP; and CAFFE PRIMO
MANAGEMENT 108, LP,

6

Defendants.

7
8

)
)
)
)
)
)
)
)
)
)
)
)
)
)
)

9
10

This matter came before the Court upon the Application of Plaintiff Securities and

11

Exchange Commission (“SEC”) for a Temporary Restraining Order (“TRO”) and Orders

12

(1) Freezing Assets; (2) Prohibiting the Destruction of Documents; (3) Granting

13

Expedited Discovery; (4) Requiring Accountings; (5) Repatriating Assets; (6) Appointing

14

a Temporary Receiver; and (7) to Show Cause Re Preliminary Injunction and

15

Appointment of a Permanent Receiver (the “TRO Application”).

16
17

The Court, having considered the SEC’s Complaint, the TRO Application, the

18

supporting Memorandum of Points and Authorities, the supporting declarations and

19

exhibits, and the other evidence and argument presented to the Court, finds that:

20
21

A.

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

22
23
24

B.

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

25

granted herein, as required by Section 20(b) of the Securities Act of 1933

26

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

27

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

28

establishing a prima facie case and reasonable likelihood that:
-2-

1

1.

Emilio Francisco; PDC Capital Group, LLC; SAL Assisted Living,

2

LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL Kern

3

Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as

4

Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

5

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe

6

Primo Management, LP; Caffe Primo Management 102, LP; Caffe

7

Primo Management 103, LP; Caffe Primo Management 104, LP;

8

Caffe Primo Management 105, LP; Caffe Primo Management 106,

9

LP; Caffe Primo Management 107, LP; and Caffe Primo Management

10

108, LP have engaged in, are engaging in, are about to engage in, and

11

will continue to engage in unless restrained transactions, acts,

12

practices and courses of business that constitute violations of Section

13

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

14

Exchange Act, 15 U.S.C. § 78j(b); and Rule 10b-5 thereunder, 17

15

C.F.R. § 240.10b-5;

16
17

2.

Caffe Primo International, Inc., has engaged in, is engaging in, is

18

about to engage in, and will continue to engage in unless restrained

19

transactions, acts, practices and courses of business that constitute

20

violations of Section 17(a) of the Securities Act (15 U.S.C. § 77q(a));

21

Section 10(b) of the Exchange Act of 1934 (15 U.S.C. § 78j(b)); and

22

Rules 10b-5(a) and (c) thereunder, 17 C.F.R. § 240.10b-5(a) and (c);

23
24

3.

Emilio Francisco and PDC Capital, LLC, knowingly or recklessly,

25

have provided, are providing, are about to provide, and will continue

26

to provide substantial assistance to violations of Section 10(b) of the

27

Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) thereunder, 17

28

C.F.R. § 240.10b-5(b); and
-3-

4.

1

Emilio Francisco is a control person of Defendants PDC Capital

2

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living,

3

LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL Kern

4

Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as

5

Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

6

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe

7

Primo Management, LP; Caffe Primo Management 102, LP; Caffe

8

Primo Management 103, LP; Caffe Primo Management 104, LP;

9

Caffe Primo Management 105, LP; Caffe Primo Management 106,

10

LP; Caffe Primo Management 107, LP; and Caffe Primo Management

11

108, LP.

12
13

C.

Good cause exists to warrant the appointment of a temporary receiver over

14

Defendants PDC Capital Group, LLC; Caffe Primo International, Inc.; SAL

15

Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL

16

Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as

17

Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at Correll

18

Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo

19

Management, LP; Caffe Primo Management 102, LP; Caffe Primo

20

Management 103, LP; Caffe Primo Management 104, LP; Caffe Primo

21

Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo

22

Management 107, LP; Caffe Primo Management 108, LP; and their

23

subsidiaries and affiliates including but not limited to Summerplace

24

Management, LLC; PDC Partners Management, Inc.; and FDC Partners

25

Management, Inc.

26
27
28

D.

Good cause exists to believe that, unless restrained and enjoined by order of
this Court, Defendants Emilio Francisco; PDC Capital Group, LLC; Caffe
-4-

1

Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP;

2

SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL

3

Westgate, LP; Summerplace as Sarasota, LP; Summerplace at Clearwater,

4

LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

5

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102,

6

LP; Caffe Primo Management 103, LP; Caffe Primo Management 104, LP;

7

Caffe Primo Management 105, LP; Caffe Primo Management 106, LP;

8

Caffe Primo Management 107, LP; and Caffe Primo Management 108, LP

9

will dissipate, conceal, or transfer assets which could be the subject to an

10

order directing disgorgement or the payment of civil money penalties in this

11

action. It is appropriate for the Court to issue this TRO so that prompt

12

service on appropriate financial institutions can be made, thus preventing the

13

dissipation of assets.

14
15

E.

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

16

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

17

action.

18

I.

19
20
21

IT IS HEREBY ORDERED that the SEC’s TRO Application is GRANTED IN
SUBSTANTIAL PART.

22
23

II.

24

IT IS FURTHER ORDERED that Defendants Emilio Francisco; PDC Capital

25

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

26

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate,

27

LP; Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

28

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo
-5-

1

Management, LP; Caffe Primo Management 102, LP; Caffe Primo Management 103, LP;

2

Caffe Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

3

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo Management 108,

4

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

5

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

6

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

7

are temporarily restrained and enjoined from, directly or indirectly, in the offer or sale of

8

any securities, by the use of any means or instruments of transportation or

9

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

10
11

A.

employing any device, scheme or artifice to defraud;

B.

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

12
13
14

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

15

statements made, in light of the circumstances under which they were made,

16

not misleading; or

17
18
19

C.

engaging in any transaction, practice, or course of business which operates
or would operate as a fraud or deceit upon the purchaser;

20
21

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

22
23

III.

24

IT IS FURTHER ORDERED that Defendants Emilio Francisco; PDC Capital

25

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

26

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate,

27

LP; Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

28

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo
-6-

1

Management, LP; Caffe Primo Management 102, LP; Caffe Primo Management 103, LP;

2

Caffe Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

3

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo Management 108,

4

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

5

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

6

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

7

are temporarily restrained and enjoined from, directly or indirectly, in connection with

8

the purchase or sale of any security, by the use of any means or instrumentality of

9

interstate commerce, or of the mails, or of any facility of any national securities

10

exchange:

11
12

A.

employing any device, scheme or artifice to defraud;

B.

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

13
14
15

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

16

circumstances under which they were made, not misleading; or

17
18
19

C.

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

20
21

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

22

thereunder, 17 C.F.R. § 240.10b-5.

23
24

IV.
IT IS FURTHER ORDERED that Defendants Emilio Francisco and PDC Capital

25

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

26

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

27

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

28

and hereby are temporarily restrained and enjoined from aiding and abetting any
-7-

1

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

2

thereunder, 17 C.F.R. § 240.10b-5, by knowingly or recklessly providing substantial

3

assistance to any person who, directly or indirectly, in connection with the purchase or

4

sale of any security, by the use of any means or instrumentality of interstate commerce,

5

or of the mails, or of any facility of any national securities exchange:

6
7

A.

employing any device, scheme or artifice to defraud;

B.

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

8
9
10

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

11

circumstances under which they were made, not misleading; or

12
13
14

C.

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

15
16

V.

17

IT IS FURTHER ORDERED that Defendants Emilio Francisco; PDC Capital

18

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

19

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate,

20

LP; Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

21

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo

22

Management, LP; Caffe Primo Management 102, LP; Caffe Primo Management 103, LP;

23

Caffe Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

24

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo Management 108,

25

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

26

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

27

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

28

are temporarily restrained and enjoined from, directly or indirectly, participating in the
-8-

1

offer or sale of any security which constitutes an investment in a “commercial enterprise”

2

under the United States Government EB-5 visa program administered by the United

3

States Citizenship and Immigration Service (“USCIS”), including engaging in activities

4

with a broker, dealer, or issuer, or a Regional Center designated by the USCIS, for

5

purposes of issuing, offering, trading, or inducing or attempting to induce the purchase or

6

sale of any such EB-5 investment.

7
8

VI.

9

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

10

Defendants Emilio Francisco; PDC Capital Group, LLC; Caffe Primo International, Inc.;

11

SAL Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL Kern

12

Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as Sarasota, LP;

13

Summerplace at Clearwater, LP; Summerplace at Correll Palms, LP; TRC Tucson, LP;

14

Clear Currents West, LP; Caffe Primo Management, LP; Caffe Primo Management 102,

15

LP; Caffe Primo Management 103, LP; Caffe Primo Management 104, LP; Caffe Primo

16

Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo Management 107,

17

LP; Caffe Primo Management 108, LP; and their officers, agents, servants, employees,

18

attorneys, subsidiaries and affiliates, and those persons in active concert with them, who

19

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

20

and hereby are temporarily restrained and enjoined from, directly or indirectly,

21

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

22

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

23

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

24

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

25

subsidiaries or affiliates, owned by, controlled by, managed by or in the possession or

26

custody of any of them and from transferring, encumbering dissipating, incurring charges

27

or cash advances on any debit or credit card of the credit arrangement of any one of the

28

Defendants, or their subsidiaries and affiliates.
-9-

VII.

1
2

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

3

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

4

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

5

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

6

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

7

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

8

benefit of, or over which account authority is held by Defendants, including but not

9

limited to the accounts listed below:

10
11

BANK NAME

ACCOUNT NAME

ACCOUNT NO.

Wells Fargo

PDC Capital Group, LLC

9230366966

Wells Fargo

PDC Capital, Inc.

2682210253

Wells Fargo

PDC Capital, Inc.

2682210261

12
13
14
15
16
17

California United Bank PDC Capital Group LLC

1194433634

Bank of America

PDC Capital Group LLC

3250 3761 1008

Bank of America

PETER VAN SCHULTZE SOLE XXXX XXXX 9417

18
19
20
21

PROP DBA PDC CAPITAL

22
23

Bank of America

0011 0127 1806

ASSOCIATES LLC

24
25

EMILIO N. FRANCISCO &

Bank of America

SAL ASSISTED LIVING LP

3250 0854 9947

Bank of America

SUMMERPLACE AT

3250 0854 9921

26
27
28

LINCOLN LLC
-10-

1

BANK NAME

ACCOUNT NAME

ACCOUNT NO.

Bank of America

SAL CITRUS HEIGHTS LP

3250 3112 5927

Bank of America

SAL CITRUS HEIGHTS, LLC

3250 3112 5930

Bank of America

SAL KERN CANYON LP

3250 3112 5765

Bank of America

SAL KERN CANYON, LLC

3250 3112 5778

Bank of America

SAL WESTGATE, LP

3250 3112 5781

Bank of America

SAL WESTGATE, LLC

3250 3112 5794

Bank of America

SUMMERPLACE AT

3250 5947 5361

2
3
4
5
6
7
8
9
10
11
12

CLEARWATER LP

13
14

Bank of America

15

SUMMERPLACE AT

3250 5940 8299

CLEARWATER LLC

16
17
18

Bank of America

CLEAR CURRENTS WEST LP

3250 3020 9815

Bank of America

CLEAR CURRENTS WEST

3250 3020 9828

19

LLC

20

Bank of America

TRC TUCSON LP

3250 4843 8348

Bank of America

21

SUMMERPLACE

3250 3761 0863

22
23

DEVELOPMENT LLC
24

Bank of America

SAL PHOENIX LP

3250 4192 5395

Bank of America

25

SAL CARMICHAEL LP

3250 6144 4319

Bank of America

SAL CARMICHAEL LLC

3250 9144 4335

26
27
28

-11-

1

BANK NAME

ACCOUNT NAME

ACCOUNT NO.

Bank of America

SUMMERPLACE AT

3250 4837 8945

2
3

CORRELL PALMS LP

4
5

Bank of America

6

SUMMERPLACE AT

3250 4837 8806

CORRELL PALMS LLC

7
8

Bank of America

3506 6698 7004

SARASOTA LP

9
10

SUMMERPLACE AT

Bank of America

11

SUMMERPLACE AT

3250 6698 7088

SARASOTA, LLC

12
13

Bank of America

3250 0855 0952

MANAGEMENT LP

14
15

CAFFE PRIMO

Bank of America

CAFFE PRIMO 102 LP

3250 3020 9543

Bank of America

CAFFE PRIMO

3250 3514 2171

16
17

MANAGEMENT 103 LP

18
19

Bank of America

20

CAFFE PRIMO

3250 3514 2155

MANAGEMENT 104 LP

21
22

Bank of America

3250 3514 2168

MANAGEMENT 105 LP

23
24

CAFFE PRIMO

Bank of America

25

CAFFE PRIMO

3250 3761 1273

MANAGEMENT 106 LP

26
27
28

Bank of America

CAFFE PRIMO

3250 3514 2142

MANAGEMENT 107 LP
-12-

1

BANK NAME

ACCOUNT NAME

ACCOUNT NO.

Bank of America

CAFFE PRIMO

3250 4325 6994

2
3

MANAGEMENT 108 LP

4
5

Bank of America

6

CAFFE PRIMO

3250 4325 7922

MANAGEMENT 109 LP

7
8

Bank of America

3250 4325 8730

MANAGEMENT 110 LP

9
10

CAFFE PRIMO

JPMorgan Chase

Caffe Primo International Inc.

0000000000081876732

JPMorgan Chase

Caffe Primo International Inc.

0000000000030911101

JPMorgan Chase

CAFFE PRIMO 101, LLC

00000000000252162095

JPMorgan Chase

CAFFE PRIMO 101, LLC

00000000002972536727

JPMorgan Chase

CAFFE PRIMO 102, LLC

00000000000510087211

JPMorgan Chase

CAFFE PRIMO 102, LLC

00000000002981125972

JPMorgan Chase

CAFFE PRIMO 103, LLC

00000000000568775311

JPMorgan Chase

CAFFE PRIMO 103, LLC

00000000003075710359

JPMorgan Chase

CAFFE PRIMO 104, LLC

00000000000568602291

JPMorgan Chase

CAFFE PRIMO 104, LLC

00000000003075617273

JPMorgan Chase

CAFFE PRIMO 105, LLC

00000000000577317220

JPMorgan Chase

CAFFE PRIMO 105, LLC

00000000003082933796

11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-13-

1

BANK NAME

ACCOUNT NAME

ACCOUNT NO.

JPMorgan Chase

CAFFE PRIMO 106, LLC

00000000000596335153

JPMorgan Chase

CAFFE PRIMO 106, LLC

00000000003092716165

JPMorgan Chase

CAFFE PRIMO 107, LLC

00000000000577322758

JPMorgan Chase

CAFFE PRIMO 107, LLC

00000000003082938100

JPMorgan Chase

CAFFE PRIMO 108, LLC

00000000000613027783

JPMorgan Chase

CAFFE PRIMO 108, LLC

00000000003300977369

JPMorgan Chase

CAFFE PRIMO 110, LLC

00000000000607812133

2
3
4
5
6
7
8
9
10
11
12
13
14

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

15

holding such monies and assets described above shall hold and retain within their control

16

and prohibit the withdrawal, removal, transfer or other disposal of any such funds or

17

other assets except as otherwise ordered by this Court.

18
19
20

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

21

of the Defendants Emilio Francisco; PDC Capital Group, LLC; Caffe Primo

22

International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights,

23

LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as

24

Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at Correll Palms, LP; TRC

25

Tucson, LP; Clear Currents West, LP; Caffe Primo Management, LP; Caffe Primo

26

Management 102, LP; Caffe Primo Management 103, LP; Caffe Primo Management 104,

27

LP; Caffe Primo Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo

28

Management 107, LP; Caffe Primo Management 108, LP; and their officers, agents,
-14-

1

servants, employees, attorneys, subsidiaries and affiliates, and those persons in active

2

concert or participation with any of them, who receive actual notice of this Order, by

3

personal service or otherwise, and each of them, be and hereby are temporarily restrained

4

and enjoined from, directly or indirectly destroying, mutilating, concealing, transferring,

5

altering, or otherwise disposing of, in any manner, any documents, which includes all

6

books, records, computer programs, computer files, computer printouts, contracts, emails,

7

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

8

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

9

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

10

Emilio Francisco; PDC Capital Group, LLC; Caffe Primo International, Inc.; SAL

11

Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL Kern Canyon,

12

LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as Sarasota, LP; Summerplace

13

at Clearwater, LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

14

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102, LP; Caffe

15

Primo Management 103, LP; Caffe Primo Management 104, LP; Caffe Primo

16

Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo Management 107,

17

LP; and Caffe Primo Management 108, LP.

18
19
20

IX.
IT IS FURTHER ORDERED that Mr. Thomas Seaman is appointed as temporary

21

receiver of Defendants PDC Capital Group, LLC; Caffe Primo International, Inc.; SAL

22

Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL Kern Canyon,

23

LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as Sarasota, LP; Summerplace

24

at Clearwater, LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

25

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102, LP; Caffe

26

Primo Management 103, LP; Caffe Primo Management 104, LP; Caffe Primo

27

Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo Management 107,

28

LP; Caffe Primo Management 108, LP; and their subsidiaries and affiliates including but
-15-

1

not limited to Summerplace Management, LLC; PDC Partners Management, Inc.; and

2

FDC Partners Management, Inc., with full powers of an equity receiver, including, but

3

not limited to, full power over all funds, assets, collateral, premises (whether owned,

4

leased, occupied, or otherwise controlled), choses in action, books, records, papers and

5

other property belonging to, being managed by or in the possession of or control of

6

Defendants PDC Capital Group, LLC; Caffe Primo International, Inc.; SAL Assisted

7

Living, LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL

8

Phoenix, LP; SAL Westgate, LP; Summerplace as Sarasota, LP; Summerplace at

9

Clearwater, LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

10

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102, LP; Caffe

11

Primo Management 103, LP; Caffe Primo Management 104, LP; Caffe Primo

12

Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo Management 107,

13

LP; Caffe Primo Management 108, LP; and their subsidiaries and affiliates including but

14

not limited to Summerplace Management, LLC; PDC Partners Management, Inc.; and

15

FDC Partners Management, Inc., and that such receiver is immediately authorized,

16

empowered and directed:

17
18

A.

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

19

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

20

pledged as collateral, occupied, or otherwise controlled), choses in action,

21

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

22

of or managed by Defendants PDC Capital Group, LLC; Caffe Primo

23

International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL

24

Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL

25

Westgate, LP; Summerplace as Sarasota, LP; Summerplace at Clearwater,

26

LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

27

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102,

28

LP; Caffe Primo Management 103, LP; Caffe Primo Management 104, LP;
-16-

1

Caffe Primo Management 105, LP; Caffe Primo Management 106, LP;

2

Caffe Primo Management 107, LP; Caffe Primo Management 108, LP; and

3

their subsidiaries and affiliates including but not limited to Summerplace

4

Management, LLC; PDC Partners Management, Inc.; and FDC Partners

5

Management, Inc. (collectively, the “Assets”), with full power to sue,

6

foreclose, marshal, collect, receive, and take into possession all such Assets

7

(including access to and taking custody, control, and possession of all such

8

Assets);

9
10

B.

to assume full control of Defendants PDC Capital Group, LLC; Caffe Primo

11

International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL

12

Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL

13

Westgate, LP; Summerplace as Sarasota, LP; Summerplace at Clearwater,

14

LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

15

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102,

16

LP; Caffe Primo Management 103, LP; Caffe Primo Management 104, LP;

17

Caffe Primo Management 105, LP; Caffe Primo Management 106, LP;

18

Caffe Primo Management 107, LP; Caffe Primo Management 108, LP; and

19

their subsidiaries and affiliates including but not limited to Summerplace

20

Management, LLC; PDC Partners Management, Inc.; and FDC Partners

21

Management, Inc., by removing, as the receiver deems necessary or

22

advisable, any director, officer, attorney, independent contractor, employee,

23

or agent of any of Defendants PDC Capital Group, LLC; Caffe Primo

24

International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL

25

Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL

26

Westgate, LP; Summerplace as Sarasota, LP; Summerplace at Clearwater,

27

LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

28

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102,
-17-

1

LP; Caffe Primo Management 103, LP; Caffe Primo Management 104, LP;

2

Caffe Primo Management 105, LP; Caffe Primo Management 106, LP;

3

Caffe Primo Management 107, LP; Caffe Primo Management 108, LP; and

4

their subsidiaries and affiliates including but not limited to Summerplace

5

Management, LLC; PDC Partners Management, Inc.; and FDC Partners

6

Management, Inc., and any named Defendant, from control of, management

7

of, or participation in, the affairs of Defendants PDC Capital Group, LLC;

8

Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

9

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP;

10

SAL Westgate, LP; Summerplace as Sarasota, LP; Summerplace at

11

Clearwater, LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear

12

Currents West, LP; Caffe Primo Management, LP; Caffe Primo

13

Management 102, LP; Caffe Primo Management 103, LP; Caffe Primo

14

Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

15

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo

16

Management 108, LP; and their subsidiaries and affiliates including but not

17

limited to Summerplace Management, LLC; PDC Partners Management,

18

Inc.; and FDC Partners Management, Inc.;

19
20

C.

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

21

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

22

title company, escrow agent, financial institution or brokerage firm

23

(including any futures commission merchant) which has possession,

24

custody, or control of any Assets, or which maintains accounts over which

25

Defendants PDC Capital Group, LLC; Caffe Primo International, Inc.; SAL

26

Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL

27

Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as

28

Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at Correll
-18-

1

Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo

2

Management, LP; Caffe Primo Management 102, LP; Caffe Primo

3

Management 103, LP; Caffe Primo Management 104, LP; Caffe Primo

4

Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo

5

Management 107, LP; Caffe Primo Management 108, LP; and their

6

subsidiaries and affiliates including but not limited to Summerplace

7

Management, LLC; PDC Partners Management, Inc.; and FDC Partners

8

Management, Inc.; and/or any of its employees or agents have signatory

9

authority;

10
11

D.

to conduct such investigation and discovery as may be necessary to locate

12

and account for all of the assets of or managed by Defendants PDC Capital

13

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL

14

Carmichael, LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL

15

Phoenix, LP; SAL Westgate, LP; Summerplace as Sarasota, LP;

16

Summerplace at Clearwater, LP; Summerplace at Correll Palms, LP; TRC

17

Tucson, LP; Clear Currents West, LP; Caffe Primo Management, LP; Caffe

18

Primo Management 102, LP; Caffe Primo Management 103, LP; Caffe

19

Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe

20

Primo Management 106, LP; Caffe Primo Management 107, LP; Caffe

21

Primo Management 108, LP; and their subsidiaries and affiliates including

22

but not limited to Summerplace Management, LLC; PDC Partners

23

Management, Inc.; and FDC Partners Management, Inc., and to engage and

24

employ attorneys, accountants and other persons to assist in such

25

investigation and discovery;

26
27
28

E.

to take such action as is necessary and appropriate to preserve and take
control of and to prevent the dissipation, concealment, or disposition of any
-19-

Assets;

1
2
3

F.

to choose, engage, and employ attorneys, accountants, appraisers, and other

4

independent contractors and technical specialists, as the receiver deems

5

advisable or necessary in the performance of duties and responsibilities

6

under the authority granted by this Order;

7
8

G.

to make an accounting, as soon as practicable, to this Court and the SEC of
the assets and financial condition of Defendants PDC Capital Group, LLC;

9
10

Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

11

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP;

12

SAL Westgate, LP; Summerplace as Sarasota, LP; Summerplace at

13

Clearwater, LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear

14

Currents West, LP; Caffe Primo Management, LP; Caffe Primo

15

Management 102, LP; Caffe Primo Management 103, LP; Caffe Primo

16

Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

17

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo

18

Management 108, LP; and their subsidiaries and affiliates including but not

19

limited to Summerplace Management, LLC; PDC Partners Management,

20

Inc.; and FDC Partners Management, Inc., and to file the accounting with

21

the Court and deliver copies thereof to all parties;

22
23

H.

to make such payments and disbursements from the Assets taken into

24

custody, control, and possession or thereafter received by him or her, and to

25

incur, or authorize the making of, such agreements as may be necessary and

26

advisable in discharging his or her duties as temporary receiver;

27
28

I.

to investigate and, where appropriate, to institute, pursue, and prosecute all
-20-

1

claims and causes of action of whatever kind and nature that may now or

2

hereafter exist as a result of the activities of present or past employees or

3

agents of Defendants PDC Capital Group, LLC; Caffe Primo International,

4

Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights,

5

LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP;

6

Summerplace as Sarasota, LP; Summerplace at Clearwater, LP;

7

Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents West,

8

LP; Caffe Primo Management, LP; Caffe Primo Management 102, LP; Caffe

9

Primo Management 103, LP; Caffe Primo Management 104, LP; Caffe

10

Primo Management 105, LP; Caffe Primo Management 106, LP; Caffe

11

Primo Management 107, LP; Caffe Primo Management 108, LP; and their

12

subsidiaries and affiliates including but not limited to Summerplace

13

Management, LLC; PDC Partners Management, Inc.; and FDC Partners

14

Management, Inc.;

15
16

J.

to institute, compromise, adjust, appear in, intervene in, or become party to

17

such actions or proceedings in state, federal, or foreign courts, which (i) the

18

receiver deems necessary and advisable to preserve or recover any Assets, or

19

(ii) the receiver deems necessary and advisable to carry out the receiver’s

20

mandate under this Order; and

21
22

K.

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

23

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

24

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

25

discharging of his or her duties as temporary receiver.

26
27

X.

28

IT IS FURTHER ORDERED that Defendants Emilio Francisco; PDC Capital
-21-

1

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

2

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate,

3

LP; Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

4

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo

5

Management, LP; Caffe Primo Management 102, LP; Caffe Primo Management 103, LP;

6

Caffe Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

7

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo Management 108,

8

LP; and their subsidiaries and affiliates, including all of the other entities in receivership,

9

and their officers, agents, servants, employees and attorneys, and any other persons who

10

are in custody, possession, or control of any assets, collateral, books, records, papers or

11

other property of or managed by any of the entities in receivership, shall forthwith give

12

access to and control of such property to the temporary receiver.

13

XI.

14
15

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

16

of Defendants Emilio Francisco; PDC Capital Group, LLC; Caffe Primo International,

17

Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL Citrus Heights, LP; SAL Kern

18

Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP; Summerplace as Sarasota, LP;

19

Summerplace at Clearwater, LP; Summerplace at Correll Palms, LP; TRC Tucson, LP;

20

Clear Currents West, LP; Caffe Primo Management, LP; Caffe Primo Management 102,

21

LP; Caffe Primo Management 103, LP; Caffe Primo Management 104, LP; Caffe Primo

22

Management 105, LP; Caffe Primo Management 106, LP; Caffe Primo Management 107,

23

LP; and Caffe Primo Management 108, LP shall take any action or purport to take any

24

action, in the name of or on behalf of Defendants without the written consent of the

25

temporary receiver or order of this Court.

26
27
28

XII.
IT IS FURTHER ORDERED that, except by leave of this Court, during the
-22-

1

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

2

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

3

law or in equity, from Defendants Emilio Francisco; PDC Capital Group, LLC; Caffe

4

Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL Citrus

5

Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP;

6

Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at Correll

7

Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo Management, LP;

8

Caffe Primo Management 102, LP; Caffe Primo Management 103, LP; Caffe Primo

9

Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo Management 106,

10

LP; Caffe Primo Management 107, LP; Caffe Primo Management 108, LP; or their

11

subsidiaries or affiliates, and all persons acting on behalf of any such investor, trust

12

beneficiary, note holder, creditor, claimant, lessor, consultant group or other person,

13

including sheriffs, marshals, servants, agents, employees, and attorneys, are hereby

14

restrained and enjoined from, directly or indirectly, with respect to these persons and

15

entities:

16
17

A.

commencing, prosecuting, continuing or enforcing any suit or proceeding

18

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

19

government) against any of them;

20
21

B.

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

22

of any court attachment, subpoena, replevin, execution or other process for

23

the purpose of impounding or taking possession of or interfering with or

24

creating or enforcing a lien upon any property or property interests owned

25

by or in the possession of Defendants Emilio Francisco; PDC Capital Group,

26

LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL

27

Carmichael, LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL

28

Phoenix, LP; SAL Westgate, LP; Summerplace as Sarasota, LP;
-23-

1

Summerplace at Clearwater, LP; Summerplace at Correll Palms, LP; TRC

2

Tucson, LP; Clear Currents West, LP; Caffe Primo Management, LP; Caffe

3

Primo Management 102, LP; Caffe Primo Management 103, LP; Caffe

4

Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe

5

Primo Management 106, LP; Caffe Primo Management 107, LP; and Caffe

6

Primo Management 108, LP; and

7
8
9

C.

doing any act or thing whatsoever to interfere with taking control,
possession or management by the temporary receiver appointed hereunder of

10

the property and assets owned, controlled or managed by or in the

11

possession of Defendants Emilio Francisco; PDC Capital Group, LLC; Caffe

12

Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP;

13

SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL

14

Westgate, LP; Summerplace as Sarasota, LP; Summerplace at Clearwater,

15

LP; Summerplace at Correll Palms, LP; TRC Tucson, LP; Clear Currents

16

West, LP; Caffe Primo Management, LP; Caffe Primo Management 102,

17

LP; Caffe Primo Management 103, LP; Caffe Primo Management 104, LP;

18

Caffe Primo Management 105, LP; Caffe Primo Management 106, LP;

19

Caffe Primo Management 107, LP; and Caffe Primo Management 108, LP,

20

or in any way to interfere with or harass the temporary receiver or his or her

21

attorneys, accountants, employees, or agents or to interfere in any manner

22

with the discharge of the temporary receiver’s duties and responsibilities

23

hereunder.

24
25

XIII.

26

IT IS FURTHER ORDERED that Defendants Emilio Francisco; PDC Capital

27

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

28

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate,
-24-

1

LP; Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

2

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo

3

Management, LP; Caffe Primo Management 102, LP; Caffe Primo Management 103, LP;

4

Caffe Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

5

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo Management 108,

6

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

7

shall cooperate with and assist the temporary receiver and shall take no action, directly or

8

indirectly, to hinder, obstruct, or otherwise interfere with the temporary receiver or his or

9

her attorneys, accountants, employees or agents, in the conduct of the temporary

10

receiver’s duties or to interfere in any manner, directly or indirectly, with the custody,

11

possession, management, or control by the temporary receiver of the funds, assets,

12

collateral, premises, and choses in action described above.

13
14
15

XIV.
IT IS FURTHER ORDERED that Defendants PDC Capital Group, LLC; Caffe

16

Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael, LP; SAL Citrus

17

Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate, LP;

18

Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at Correll

19

Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo Management, LP;

20

Caffe Primo Management 102, LP; Caffe Primo Management 103, LP; Caffe Primo

21

Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo Management 106,

22

LP; Caffe Primo Management 107, LP; Caffe Primo Management 108, LP; and their

23

subsidiaries and affiliates including but not limited to Summerplace Management, LLC;

24

PDC Partners Management, Inc.; and FDC Partners Management, Inc., shall pay the

25

costs, fees and expenses of the temporary receiver incurred in connection with the

26

performance of his or her duties described in this Order, including the costs and expenses

27

of those persons who may be engaged or employed by the temporary receiver to assist

28

him or her in carrying out his or her duties and obligations. All applications for costs,
-25-

1

fees, and expenses for services rendered in connection with the receivership other than

2

routine and necessary business expenses in conducting the receivership, such as salaries,

3

rent, and any and all other reasonable operating expenses, shall be made by application

4

setting forth in reasonable detail the nature of the services and shall be heard by the

5

Court.

6
7
8
9

XV.
IT IS FURTHER ORDERED that no bond shall be required in connection with the
appointment of the temporary receiver. Except for an act of gross negligence, the

10

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

11

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

12

by reason of any act performed or omitted to be performed by the temporary receiver in

13

connection with the discharge of his or her duties and responsibilities.

14
15

XVI.

16

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

17

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

18

of the corporate books and records and other documents of Defendants PDC Capital

19

Group, LLC; Caffe Primo International, Inc.; SAL Assisted Living, LP; SAL Carmichael,

20

LP; SAL Citrus Heights, LP; SAL Kern Canyon, LP; SAL Phoenix, LP; SAL Westgate,

21

LP; Summerplace as Sarasota, LP; Summerplace at Clearwater, LP; Summerplace at

22

Correll Palms, LP; TRC Tucson, LP; Clear Currents West, LP; Caffe Primo

23

Management, LP; Caffe Primo Management 102, LP; Caffe Primo Management 103, LP;

24

Caffe Primo Management 104, LP; Caffe Primo Management 105, LP; Caffe Primo

25

Management 106, LP; Caffe Primo Management 107, LP; Caffe Primo Management 108,

26

LP; and their subsidiaries and affiliates including but not limited to Summerplace

27

Management, LLC; PDC Partners Management, Inc.; and FDC Partners Management,

28

Inc.,, and the other entities in receivership, and continuing access to inspect their funds,
-26-

1

property, assets and collateral, wherever located.

2

XVII.

3

IT IS FURTHER ORDERED that this Temporary Restraining Order shall expire at

4
5

6:00 p.m. on January 23, 2017, unless for good cause shown it is extended or the parties

6

against whom it is directed consent via a joint stipulation that it may be extended for a

7

longer period.

8

XVIII.

9
10

IT IS FURTHER ORDERED that at 3:00 p.m. on January 23, 2017, or as soon

11

thereafter as the parties may be heard, the Defendants, and each of them, shall appear

12

before the Honorable Cormac J. Carney, Judge of the United States District Court for the

13

Central District of California, to show cause, if there be any, why a preliminary

14

injunction should not be granted and Mr. Thomas Seaman be appointed as permanent

15

receiver. Any declarations, affidavits, points and authorities, or other submissions in

16

opposition to the issuance of such a preliminary injunction and the appointment of a

17

permanent receiver shall be filed with the Court no later than 12:00 p.m. on January 17,

18

2017. Any reply papers shall be filed by the SEC with the Court no later than 12:00 p.m.

19

on January 20, 2017. The foregoing briefing and hearing schedule for the Court’s order

20

to show cause can be modified by mutual consent of the parties and approval by the

21

Court.

22
23

//

24

//

25

//

26

//

27

//

28

//
-27-

1

XIX.

2

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

3

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

4

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

5

for additional relief within the jurisdiction of this Court.

6
7
8
9
10

DATED:

January 5, 2017
__________________________________
CORMAC J. CARNEY

11
12

UNITED STATES DISTRICT JUDGE

13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-28-