Page 1

 IN THE UNITED STATES DISTRICT COURT

 FOR THE EASTERN DISTRICT OF PENNSYLVANIA

 - - -

HMC INCORPORATED and : Civil Action

KARA DiPIETRO, :

individually, : No. 19-3285

 :

 Plaintiffs, :

 :

 v. :

 :

COMPLETE BUSINESS :

SOLUTIONS GROUP, INC., :

d/b/a PAR FUNDING and :

FAST ADVANCE FUNDING, :

INC., :

 :

 :

 Defendants. :

 - - -

 Tuesday, June 30, 2020

 - - -

 Remote deposition of JOSEPH LOUIS

 COLE BARLETA, taken stenographically,

 pursuant to notice, was held at 205 Arch

 Street, Philadelphia, Pennsylvania,

 beginning at 10:01 AM, on the above date,

 before Constance S. Kent, a Certified

 Court Reporter, Registered Professional

 Reporter and Notary Public.

 * * *

 MAGNA LEGAL SERVICES

 (866) 624-6221

 www.MagnaLS.com

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 1 of 173
2 (Pages 2 to 5)

Page 2

1 A P P E A R A N C E S:

2 WHITE & WILLIAMS

 BY: SHANE R. HESKIN, ESQUIRE

3 One Liberty Place

 1650 Market Street, Suite 1800

4 Philadelphia, Pennsylvania 19103

 215.864.7000

5 heskins@whiteandwilliams.com

 Counsel for Plaintiffs

6

7 FOX ROTHSCHILD

 BY: BRETT ADAM BERMAN, ESQUIRE

8 2000 Market Street, 20th Floor

 Philadelphia, Pennsylvania 19103

9 215.299.2000

 bberman@foxrothschild.com

10 Counsel for Defendants

11

 ALSO PRESENT:

12

 Chelsea Lynch, Trial Technician

13

14

15

16

17

18

19

20

21

22

23

24

Page 3

1 - - -

 I N D E X

2 - - -

3 Testimony of: JOSEPH LOUIS COLE

 BARLETA

4

5 By Mr. Heskin 6

6

 - - -

7 E X H I B I T S

 - - -

8

NO. DESCRIPTION PAGE

9

Exhibit 12 Response to Order to 238

10 Show Case Filed by

 Respondents, Lisa

11 McElhone and Joseph

 LaForte, Declaration of

12 Lisa McElhone

13 Exhibit 4 Acknowledgement and 250

 Factoring Agreement

14

Exhibit 7 Spreadsheet 272

15

Exhibit 28 SEC Form D 280

16

Exhibit 1 Email string 307

17

Exhibit 20 The Marque, Joseph 336

18 Barleta

19 Exhibit 31 Letter dated 10/24/19, 341

 Cole to HMC

20

Exhibit 22 Email string 344

21

Exhibit 25 Email dated 5/3/19 345

22

Exhibit 29 Email string 348

23

24

Page 4

1 NO. DESCRIPTION PAGE

2 Exhibit 14 Complaint, Complete 368

 Business Solutions

3 Group, Inc. V. HMC

 Incorporated

4

Exhibit 34 Agreement dated 12/19/18 446

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

Page 5

1 - - -

2 DEPOSITION SUPPORT INDEX

3 - - -

4 Direction to Witness Not to Answer

5 Page Line Page Line Page Line

6 8 4 76 15 80 7

93 23 108 11 110 9

7 111 7 123 24 130 14

131 5 152 18 207 11

8 210 4 211 7 211 17

212 2 214 14 215 2

9 216 5 226 23 228 16

230 3 232 7 233 3

10 234 18 280 18 284 14

291 3 291 24 292 5

11 292 16 295 18 296 11

297 5 301 3 302 2

12 302 9 302 15 302 23

303 14 303 19 305 16

13 340 4 342 11

14

15 Request for Production of Documents

Page Line Page Line Page Line

16

None

17

Stipulations

18 Page Line Page Line Page Line

19 None

20 Question Marked

Page Line Page Line Page Line

21

None

22

23

24

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 2 of 173
3 (Pages 6 to 9)

Page 6

1 JOSEPH LOUIS COLE BARLETA,

2 having been first duly sworn, was

3 examined and testified as follows:

4 - - -

5 E X A M I N A T I O N

6 - - -

7 BY MR. HESKIN:

8 Q. Good morning, how are you?

9 A. Doing well, thank you.

10 Q. It's certainly interesting

11 times.

12 Where -- are you working

13 from home or are you working at the

14 office?

15 A. I'm at the office.

16 Q. Okay. So CBSG hasn't closed

17 its offices yet?

18 A. We're working at Full

19 Spectrum, no.

20 Q. You're working at Full

21 Spectrum?

22 A. Yeah.

23 Q. And what address is that?

24 A. I'm at 205 Arch Street.

Page 7

1 Q. Okay. And how many offices

2 does Full Spectrum have?

3 A. Two.

4 Q. Where is the other office?

5 A. 20 North 3rd Street.

6 Q. Okay. And who's -- who's

7 the -- is that a lease or does Full

8 Spectrum own that building?

9 A. They lease it.

10 Q. Okay. And how long have

11 they leased it?

12 A. Since the beginning of 2017.

13 Q. 2017. And Full Spectrum is

14 the one that leases it, right?

15 A. Yes.

16 Q. Okay. And does Full

17 Spectrum lease it out to -- sublease it

18 out to anyone else?

19 A. No.

20 Q. What's the date of the

21 lease?

22 A. I'm not sure, but it's

23 around the time -- beginning of 2017.

24 Q. Okay. What -- why did

Page 8

1 the -- why did the -- in 2017, that's

2 when the switch from CBSG to Full

3 Spectrum took place; is that correct?

4 MR. BERMAN: I'm going to

5 object and instruct him not to

6 answer. It has nothing to do with

7 the relevant time period in this

8 case.

9 MR. HESKIN: You're

10 instructing him not to answer?

11 MR. BERMAN: I am. This has

12 nothing to do with this case and

13 it has nothing to do with the

14 court order. Look at the court

15 order.

16 MR. HESKIN: Well, I can ask

17 him on my -- on his personal

18 knowledge, so --

19 MR. BERMAN: You have my

20 instruction.

21 MR. HESKIN: Okay. You're

22 instructing him not to answer?

23 I'm asking him about --

24 MR. BERMAN: Regarding

Page 9

1 Full -- yes. Regarding Full

2 Spectrum's lease in 2017, look at

3 the court order. Relevant time

4 period in this case is

5 February 2018 to October 2019.

6 Moreover, Full Spectrum is

7 not a party, so I'm not really

8 sure why you're asking about their

9 lease either way.

10 So yeah, if you want to call

11 the judge, call the judge.

12 MR. HESKIN: All right,

13 Brett. You understand that's

14 there's a RICO allegation, right?

15 MR. BERMAN: You have the

16 court order like I do. Call the

17 judge.

18 MR. HESKIN: Okay. And you

19 understand that the court order --

20 MR. BERMAN: I'm not -- let

21 me be clear, I'm not answering

22 your questions.

23 MR. HESKIN: Okay. All

24 right.

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 3 of 173
4 (Pages 10 to 13)

Page 10

1 MR. BERMAN: Just so you

2 understand.

3 MR. HESKIN: All right,

4 Brett.

5 MR. BERMAN: You're free to

6 call the judge. You have a court

7 order.

8 MR. HESKIN: No, no, no

9 Brett. I'm going to file a motion

10 for sanctions. I just want to be

11 clear right now.

12 MR. BERMAN: You can do --

13 you can do whatever you want.

14 MR. HESKIN: You instruct

15 him not to answer at your own

16 risk. I will be filing a motion

17 for sanction for your

18 obstructionist conduct, period.

19 MR. BERMAN: And I will then

20 cross move for sanctions against

21 you for violation of a court

22 order.

23 Feel free to call the judge.

24 MR. HESKIN: Got it. I got

Page 11

1 it. Okay. Thank you, Brett.

2 BY MR. HESKIN:

3 Q. So -- so Mr. Cole, are

4 you -- are you following your lawyer's

5 instruction not to answer?

6 A. Yes, I'm following his

7 advice.

8 Q. Okay. When was -- so let me

9 get this straight. Full Spectrum was in

10 operation during the time period of HMC,

11 right?

12 A. Yes.

13 Q. Did -- did HMC ever have any

14 direct communications with CBSG?

15 A. Of course.

16 Q. Who -- who did they have

17 direct communications with?

18 A. They were in direct

19 communications with CBSG management.

20 Q. Who is CBSG management?

21 A. That is myself as CFO, Lisa

22 as president and Jamie as the treasurer.

23 Q. Who is Jamie?

24 A. Jamie McElhone is Lisa

Page 12

1 McElhone's sister.

2 Q. Okay. And where does she

3 live?

4 A. She lives in Philadelphia.

5 Q. Where does she work?

6 A. She works for Full Spectrum

7 Processing.

8 Q. Well, I just asked you did

9 she ever have any direct conversations or

10 communications with CBSG, and now you're

11 telling me that Jamie McElhone is a Full

12 Spectrum employee?

13 A. Correct. She has a position

14 as a director of CBSG and is an employee

15 of Full Spectrum.

16 Q. So they're both?

17 A. Correct.

18 Q. And who does -- who does

19 Jamie receive her paycheck from?

20 A. I'm sorry? You broke up

21 there.

22 Q. Sorry. Who does she receive

23 her paycheck from?

24 A. Full Spectrum Processing.

Page 13

1 Q. And does she get paid at all

2 from CBSG?

3 A. No.

4 Q. And the same thing with

5 Lisa, is -- is she -- who does she get

6 paid by?

7 A. She's paid by CBSG.

8 Q. Does she work for Full

9 Spectrum?

10 A. No, she's not an employee of

11 Full Spectrum.

12 Q. And you're not an employee

13 of CBSG, correct?

14 A. That's correct.

15 Q. And you've never held

16 yourself out to be an employee of CBSG,

17 correct?

18 MR. BERMAN: Objection to

19 form.

20 You can answer, Joe.

21 THE WITNESS: No.

22 BY MR. HESKIN:

23 Q. Never?

24 A. I used to be an employee

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 4 of 173
5 (Pages 14 to 17)

Page 14

1 until their restructure.

2 Q. Okay. So after 2017, you

3 became CFO for Full Spectrum, correct?

4 A. That's right.

5 Q. And after 2017, would it be

6 correct to say that you were not the CFO

7 for CBSG?

8 A. No.

9 Q. That's not correct?

10 A. That's not correct. I had

11 the same director function as I had

12 before.

13 Q. Okay. Let me ask you this:

14 In 2017, were you the CFO for CBSG?

15 A. Yes.

16 Q. In 2018, were you the CFO

17 for CBSG?

18 A. Yes.

19 Q. 2019, CFO for CBSG?

20 A. Yes.

21 Q. And today, are you the CFO

22 for CBSG?

23 A. That's right.

24 Q. Okay. And -- but you're not

Page 15

1 paid by CBSG?

2 A. No.

3 Q. Okay. So you just do it for

4 free?

5 A. No.

6 Q. Well, how you compensated?

7 A. We have an operating

8 agreement at Full Spectrum with CBSG.

9 Q. Okay. And so during the

10 full time that you were -- how many --

11 strike that.

12 Did you have any direct

13 communications with Kara DiPietro?

14 A. Yes.

15 Q. And were you doing that as

16 Full Spectrum or were you doing that as

17 the CFO of CBSG?

18 A. I was doing that as Full

19 Spectrum.

20 Q. As Full Spectrum.

21 A. Yes.

22 Q. So when you were

23 communicating and having discussions with

24 Ms. DiPietro, you were having those

Page 16

1 conversations in the capacity of Full

2 Spectrum, correct?

3 A. Right, under our operating

4 agreement.

5 Q. So -- so none of your

6 communications, your direct

7 communications with Ms. DiPietro were in

8 your capacity as the CFO of CBSG,

9 correct?

10 MR. BERMAN: Objection.

11 You can answer.

12 THE WITNESS: No, that's

13 incorrect. The operating

14 agreement we have is serving both

15 as an operator of Full Spectrum

16 and as my position as director and

17 CFO.

18 BY MR. HESKIN:

19 Q. Okay. Does -- does --

20 did -- in 2018 when my client's

21 agreements first began, was CBSG paying

22 Philadelphia taxes?

23 MR. BERMAN: Objection.

24 THE WITNESS: No. There's

Page 17

1 no longer any nexus in

2 Philadelphia as of that time.

3 BY MR. HESKIN:

4 Q. What do you mean by no

5 nexus?

6 A. Financial nexus means

7 physical operations within the

8 jurisdiction.

9 Q. Yeah. And so if there were

10 physical operations by CBSG in 2018, 2019

11 and 2020, CBSG would be required to pay

12 Philadelphia taxes, correct?

13 MR. BERMAN: Objection.

14 THE WITNESS: Yes.

15 BY MR. HESKIN:

16 Q. That's your understanding,

17 right?

18 A. Yes.

19 Q. Okay. And -- and so is it

20 correct to say that during the entire

21 time period that my client's agreements

22 were in place, that there were no

23 physical operations occurring in the

24 state -- the Commonwealth of

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 5 of 173
6 (Pages 18 to 21)

Page 18

1 Pennsylvania?

2 MR. BERMAN: Objection.

3 THE WITNESS: You mean under

4 CBSG?

5 BY MR. HESKIN:

6 Q. Under CBSG, yeah.

7 A. Correct.

8 Q. And Ms. DiPietro never had

9 any direct communications with Ms. --

10 Ms. Lisa McElhone; is that right?

11 A. I'm not sure you about that.

12 Q. Okay. Are you aware of any?

13 A. I am not aware of any.

14 Q. Okay. What did you do to

15 prepare for that topic?

16 A. We didn't go over that.

17 Q. Who didn't go over that?

18 A. I did not go over in my

19 preparation, in discussion, go over that

20 topic.

21 Q. Well, you're put up on the

22 topic of communications with my client,

23 right?

24 A. Yes.

Page 19

1 Q. Okay. What did you do to --

2 to investigate the communications between

3 my client and your client?

4 MR. BERMAN: Objection to

5 the extent it calls for

6 attorney/client privileged

7 communications.

8 If it doesn't, you can

9 answer.

10 THE WITNESS: I'm sorry, I

11 don't understand that.

12 BY MR. HESKIN:

13 Q. Sure. What did you do to

14 educate yourself as to what

15 communications transpired between CBSG on

16 the one hand and HMS and Kara DiPietro on

17 the other hand?

18 MR. BERMAN: Objection.

19 Same objection to the extent it

20 calls for attorney/client,

21 attorney work product.

22 But otherwise you can

23 answer.

24 THE WITNESS: I went over

Page 20

1 personal emails I had with Kara, I

2 went over the agreements and

3 financial history of the payments

4 made by her entity.

5 BY MR. HESKIN:

6 Q. Okay.

7 A. I went over staff

8 communications with Full Spectrum

9 employees and the normal underwriting and

10 due diligence process for each one of her

11 transactions.

12 Q. Did you speak to

13 Mr. LaForte?

14 A. Yes.

15 Q. When did you speak to -- and

16 so the record is clear, it's Joe LaForte,

17 right?

18 A. That's right.

19 Q. Joe LaForte, Jr.?

20 A. I'm not sure about the

21 junior, but yes.

22 Q. Okay. I think we're

23 thinking of the same person.

24 When did you speak to Joe?

Page 21

1 A. I spoke to him a few times

2 regarding this transaction.

3 Q. How many?

4 A. Regularly in the course of

5 the transaction, over the period of time

6 we had her as a --

7 Q. About how many times?

8 A. Regularly. I mean, you're

9 talking about routine business regarding

10 our client communications.

11 Q. Where did those

12 conversations take place?

13 A. Usually over the phone.

14 Q. Okay. Where -- where does

15 Joe physically sit?

16 A. He sits at the 20 North 3rd

17 Street office with our sales entity.

18 Q. He sits where? I'm sorry I

19 missed that.

20 A. 20 North 3rd Street office.

21 Q. 20 North 3rd Street. And --

22 and that's a Full Spectrum office,

23 correct?

24 A. There's multiple units.

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 6 of 173
7 (Pages 22 to 25)

Page 22

1 Three of them are for Full Spectrum, one

2 of them is for the sales entity.

3 Q. What's the sales entity?

4 A. Recruiting Marketing

5 Resources.

6 Q. None of those offices is for

7 CBSG, correct?

8 A. None, correct.

9 Q. Okay. And if -- and if one

10 of those offices were within the City of

11 Philadelphia, CBSG would have to pay

12 taxes, right?

13 MR. BERMAN: Objection.

14 THE WITNESS: Yes.

15 BY MR. HESKIN:

16 Q. Okay. And CBSG didn't pay

17 any Philadelphia taxes in -- hasn't paid

18 any Philadelphia taxes since 2017,

19 correct?

20 MR. BERMAN: Objection.

21 THE WITNESS: Well, recorded

22 for that period. I'm not sure if

23 physical payments went out

24 subsequently.

Page 23

1 BY MR. HESKIN:

2 Q. Yeah, sure. The only reason

3 I'm -- I'm asking about that is because

4 our firm has to make their big

5 Philadelphia payment this -- this month

6 and so it's -- it's a big one and so

7 that's why I'm interested so much in

8 that -- in tax payment.

9 So in any event -- all

10 right. So CBSG doesn't have any office

11 in Pennsylvania at all, right?

12 A. That's correct.

13 Q. It's never had an office or

14 physical presence in -- in Pennsylvania

15 since 2017, correct?

16 MR. BERMAN: Objection.

17 THE WITNESS: Through the

18 end of 2016.

19 BY MR. HESKIN:

20 Q. Okay. That's correct.

21 So -- so as of January 1, 2017 to the

22 present, CBSG has had no physical

23 location in the Commonwealth of

24 Pennsylvania, correct?

Page 24

1 A. That is correct.

2 Q. Okay. What -- what does

3 Jamie McElhone do for CBSG?

4 A. She's the treasurer.

5 Q. And where does she sit?

6 A. 20 North 3rd Street.

7 Q. What are her -- and she sits

8 there as -- in her capacity at Full

9 Spectrum, right?

10 A. That's right.

11 Q. And what are her hours?

12 Does she come in every day?

13 A. Yes.

14 Q. She does?

15 A. Yes.

16 Q. Is she in the office today?

17 A. Yes.

18 Q. And can you just briefly

19 describe her duties and what her

20 day-to-day activities are?

21 A. She handles cash management,

22 funding, wires, payments, just part of

23 the controls with the cash flow and bank

24 accounts that we have.

Page 25

1 Q. Okay. And she signed the

2 verification in support of the confession

3 of judgment that was -- was filed by CBSG

4 against my client, correct?

5 A. I'm not sure.

6 Q. You're not sure?

7 A. No, but she is an authorized

8 signatory for CBSG.

9 Q. Okay. And did she review

10 HMC's financials and payments before she

11 signed the verification?

12 MR. BERMAN: Objection.

13 THE WITNESS: It was

14 reviewed by underwriting as

15 normal.

16 BY MR. HESKIN:

17 Q. I didn't ask that. I asked

18 whether or not Ms. McElhone did.

19 A. I'm not sure.

20 Q. Well, she's the one that

21 verified it, right?

22 A. As part of our process

23 there's a file submitted and it's

24 reviewed and approved by underwriting

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 7 of 173
8 (Pages 26 to 29)

Page 26

1 first.

2 Q. So if I -- if I put Jamie

3 McElhone on the stand to testify under

4 oath under penalties of perjury and I

5 asked her point-blank, Did you verify the

6 information contained in this confession

7 of judgment, what would her answer be?

8 MR. BERMAN: Objection.

9 THE WITNESS: I'm not sure

10 what her answer would be, but it

11 is part of routine procedures for

12 her to review the file.

13 BY MR. HESKIN:

14 Q. Do you know one way or the

15 other whether or not she reviewed the

16 file before she verified under penalties

17 of perjury and affixed her signature to

18 the verification against my client,

19 whether she reviewed any of the

20 information? Did she do that?

21 A. I'm not sure.

22 Q. You're not sure. As the

23 corporate representative of CBSG, you're

24 not sure whether or not Ms. McElhone

Page 27

1 filed a false verification or a true and

2 correct verification, correct?

3 MR. BERMAN: Objection,

4 given that's not within the scope.

5 But you can answer.

6 THE WITNESS: I'm not sure.

7 BY MR. HESKIN:

8 Q. Does -- does Jamie

9 McElhone -- when she affixes her

10 signature, is that a cut-and-paste job or

11 does she actually hand sign the -- the --

12 her signature on the verification?

13 MR. BERMAN: Objection.

14 BY MR. HESKIN:

15 Q. Or does someone do that for

16 her?

17 MR. BERMAN: Objection.

18 THE WITNESS: Usually

19 they're hand signed. We also have

20 a DocuSign E signature there.

21 BY MR. HESKIN:

22 Q. So if I were to hire a

23 handwriting expert and compare the

24 signatures on Ms. McElhone's

Page 28

1 verifications on the hundreds of

2 confessions of judgments that have been

3 filed by CBSG over the past year, and

4 including during the time period of my

5 client when Ms. McElhone also signed a

6 verification, they would all be

7 different, right, because those were each

8 uniquely signed? Is that -- is that your

9 understanding?

10 MR. BERMAN: Objection.

11 THE WITNESS: You're going

12 to see differences unless they

13 were done with the DocuSign, which

14 is probably pretty common, too.

15 BY MR. HESKIN:

16 Q. Well, which was it? Does

17 she physically sign it and verify or does

18 someone DocuSign on her behalf where she

19 doesn't even know that these are being

20 filed on her behalf?

21 MR. BERMAN: Objection.

22 THE WITNESS: We do both.

23 BY MR. HESKIN:

24 Q. You do both?

Page 29

1 A. Yes.

2 Q. Okay. So I want -- when I

3 look at the hundreds of verifications

4 that were signed or purportedly signed by

5 Ms. McElhone, they're going to be

6 variations in them, correct?

7 MR. BERMAN: Objection.

8 THE WITNESS: Correct. Yes.

9 I believe that's likely.

10 BY MR. HESKIN:

11 Q. Okay. And the one that was

12 signed against my client, was that

13 physically signed or was that a DocuSign?

14 A. I'm not sure.

15 Q. You're not sure? Well, it

16 was done twice. Was Ms. McElhone

17 informed that she was signing a

18 verification on two occasions?

19 A. I'm not sure.

20 Q. Okay. And did Ms. McElhone

21 review the facts contained in the

22 complaint on both occasions?

23 A. I'm not sure.

24 Q. You're not sure? Okay.

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 8 of 173
9 (Pages 30 to 33)

Page 30

1 The verification claims that

2 my client was -- was in breach of the

3 agreement. How was my client in breach

4 of the agreement?

5 A. Your client was in breach of

6 our MCA agreement by not making good on

7 the payments.

8 Q. By not making good on the

9 payments?

10 A. That's right.

11 Q. What -- what payment was due

12 that she didn't pay?

13 A. We had a regular ACH debits

14 processed that came back as returned as

15 per the agreement.

16 Q. Okay. When -- when's the

17 date. When's the first regularly

18 processed payment that didn't go through?

19 A. You have that on the

20 discovery. There were a number of small

21 returns, but the majority of these

22 occurred around May of last year. That's

23 when there was significant issues from

24 her account with our MCA transactions.

Page 31

1 Q. Were you aware of that?

2 A. Of course.

3 Q. Okay. And who authorized

4 the filing of the COJ?

5 A. Kara authorized it. It's

6 part of the agreement.

7 Q. No, no, no. Who authorized

8 it on behalf of CBSG to file the

9 confession of judgment and representing

10 under penalties of perjury that she had

11 breached the agreement?

12 MR. BERMAN: Objection.

13 BY MR. HESKIN:

14 Q. Who made that decision?

15 MR. BERMAN: Objection.

16 THE WITNESS: I'm not sure.

17 BY MR. HESKIN:

18 Q. You're not sure. As the CFO

19 you're not sure?

20 A. I'm not sure. That's

21 typically handled by the underwriter.

22 Q. Well, who is the

23 underwriter? Because we just took the

24 deposition of the underwriter yesterday

Page 32

1 and she -- she claims she didn't make

2 that decision.

3 MR. BERMAN: Objection.

4 Mischaracterization.

5 You can believe that he's

6 characterizing people or not what

7 they said since there's no

8 transcript, but you can answer.

9 THE WITNESS: It's within

10 her department and her manager and

11 superiors that made the decision

12 to do so.

13 BY MR. HESKIN:

14 Q. Who is her superior?

15 A. At the time it's Tori and

16 Alex.

17 Q. Tori who?

18 A. Victoria Billarose.

19 Q. Can you spell that?

20 A. V-I-C-T-O-R-I-A, last

21 name --

22 Q. I knew that, I meant the

23 last name.

24 A. B-I-L-L-A-R-O-S-E.

Page 33

1 Q. Okay. And who is the second

2 person you identified?

3 A. Alex.

4 Q. Alex who?

5 A. Shlepin.

6 Q. Can you spell that?

7 A. S-H-L-E-P-I-N.

8 Q. And both of those persons I

9 presume are employed by Full Spectrum,

10 correct?

11 A. That's correct.

12 Q. And the underwriter was

13 employed by Full Spectrum, correct?

14 A. That's correct.

15 Q. So if I asked Alex or

16 Victoria and I put them under -- under

17 oath, they're going to testify that

18 they're the ones that made the decision

19 to default -- to declare default on HMC?

20 A. I believe they would be able

21 to detail that out specifically who made

22 the decision.

23 Q. You don't know who made the

24 decision?

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10 (Pages 34 to 37)

Page 34

1 A. I don't know. It's within

2 their department.

3 Q. Okay. So as the corporate

4 designee for CBSG, you -- as you sit here

5 today, you cannot identify the person who

6 is responsible for declaring a default

7 under the HMC agreements; is that right?

8 MR. BERMAN: Are you

9 pointing to a specific thing we

10 agreed to for corporate designee

11 here? And if so, identify it.

12 You're asking a question like

13 you actually -- that be would

14 something you identified as a

15 corporate designee topic. You

16 didn't.

17 But to the extent he knows,

18 he can answer, but stop making

19 misrepresentations of what the

20 scope of the 30(b)(6) is.

21 BY MR. HESKIN:

22 Q. Go ahead. You can answer.

23 A. Specifically I understand as

24 the corporate designee that that

Page 35

1 department made the decision to make

2 that. I do not know specifically which

3 person within the department made the

4 decision to do so.

5 Q. Did you ever have any

6 discussions with Mr. LaForte about

7 whether to declare default?

8 A. No.

9 Q. Are you aware of whether or

10 not Mr. LaForte is the one who personally

11 made that decision to declare a default?

12 A. No.

13 Q. Do you know if the person

14 who declared the default actually

15 reviewed the documents to determine

16 whether or not there's been a default?

17 A. It's part of their normal

18 procedures to do so.

19 Q. Okay. And when -- when is

20 the date of default and what was the

21 reason? So let's start with the first

22 one.

23 Please give me the date of

24 default.

Page 36

1 A. I don't have the precise

2 date. It's approximately May last year.

3 Q. You don't know -- you can't

4 give me a date?

5 A. I didn't memorize the dates

6 for the default.

7 Q. Okay. Well, how did -- how

8 did she default? What was the default?

9 A. The mechanism for default is

10 not making good on payments as arranged

11 under the agreement.

12 Q. Is missing just one payment

13 a default?

14 A. No.

15 Q. Okay. Is not making two

16 payments a default?

17 A. No.

18 Q. Is not making three payments

19 a default?

20 A. No.

21 Q. Is not making four payments

22 a default?

23 A. Yes.

24 Q. Yes. So as of May, it's

Page 37

1 your testimony under oath that

2 Ms. DiPietro missed four consecutive

3 payments, is that -- is that your

4 testimony?

5 MR. BERMAN: Objection.

6 THE WITNESS: There was more

7 than four missed payments and

8 there was a cease of payments

9 altogether.

10 So when this client went

11 into default, we can normally

12 stave off the default status if

13 there's a negotiation or

14 agreement. We're very flexible

15 with our clients in negotiating

16 terms.

17 BY MR. HESKIN:

18 Q. Okay.

19 A. So when you're saying that

20 this is a default after four payments, it

21 wasn't just after four, it was that there

22 was no communication to negotiate

23 alternative payments, reduced payments or

24 any sort of intent to continue making

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11 (Pages 38 to 41)

Page 38

1 good on the obligations under the

2 factoring agreement.

3 Q. Wow. Wow. Really? So you

4 weren't at that meeting where -- in -- on

5 May 6th when my client actually traveled

6 to Philadelphia to have an in-person

7 meeting with -- with CBSG?

8 A. I had a meeting with Kara

9 and her CFO.

10 Q. Okay. And that was on

11 May 6th, 2019, correct?

12 A. Yeah, '19.

13 Q. Yeah, '19, right? And you

14 had an in-person meeting, right?

15 A. That's right.

16 Q. Okay. And you're still

17 sitting here today testifying under oath

18 that she didn't have any communications

19 with you regarding a payment plan?

20 A. There was nothing held after

21 the meeting that she made good on.

22 Q. Got it. And were you there

23 when Mr. LaForte handed her a -- an

24 agreement to sign?

Page 39

1 A. I'm not sure what you're

2 referring to.

3 Q. The restructuring agreement

4 that you forwarded to Ms. DiPietro, did

5 he physically hand that to her?

6 A. I'm not sure.

7 Q. You're not sure?

8 A. No.

9 Q. Were you there when

10 Mr. LaForte threatened to blow up

11 Ms. DiPietro's house if she didn't sign

12 those papers?

13 MR. BERMAN: Objection.

14 THE WITNESS: No, I never

15 heard of that.

16 BY MR. HESKIN:

17 Q. Were you there?

18 A. No.

19 Q. Were you there when

20 Mr. LaForte followed her out to her car?

21 A. No.

22 Q. Did you see Mr. LaForte

23 follow Ms. DiPietro out to her car?

24 A. No.

Page 40

1 Q. All right. Did Mr. LaForte

2 stay in the meeting with you after

3 Ms. DiPietro left or did he leave the

4 meeting?

5 A. If you're referring to the

6 meeting with her CFO and Kara, they left

7 while we were still in the room.

8 Q. Okay. So you're saying that

9 Ms. DiPietro and Mr. Persing left the

10 room, and at all times Mr. LaForte was

11 there in your presence and you never saw

12 him leave the room, is that your

13 testimony?

14 A. That's right.

15 Q. That's right. Okay. All

16 right.

17 So you testified earlier

18 that missing the four payments was the

19 default, and you understand that there

20 were numerous agreements that were in

21 place in early May, right?

22 MR. BERMAN: Objection.

23 THE WITNESS: Yes.

24 BY MR. HESKIN:

Page 41

1 Q. Is it your testimony that

2 Ms. -- that HMC that missed four payments

3 under each and every one of those

4 agreements in which you filed a

5 confession of judgment under?

6 MR. BERMAN: Objection.

7 THE WITNESS: Yes.

8 BY MR. HESKIN:

9 Q. Yes?

10 A. Yes.

11 Q. I'm going to look and I'm

12 going to find four missed payments under

13 each and every one of the agreements --

14 A. Yes.

15 Q. -- prior to the -- prior to

16 the date that you first filed the COJ,

17 correct?

18 A. Yes.

19 Q. Okay. And that would be

20 reflected apparently on the accounting

21 sheet that was attached to the COJ,

22 right.

23 A. Not necessarily. We had a

24 subsequent payments missed after the COJ

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12 (Pages 42 to 45)

Page 42

1 was filed, which is obviously an issue,

2 and no resolution was made after the

3 meeting.

4 Q. Well, I'm just talking about

5 as of the date of the first filing, the

6 one that was verified by Jamie McElhone

7 under penalties of perjury, she

8 apparently verified under oath, according

9 to your testimony, that Ms. DiPietro

10 missed four payments under each and every

11 one of the agreements that were in place

12 prior to the date of filing, correct?

13 MR. BERMAN: Objection. Is

14 that a representation?

15 MR. HESKIN: I'm asking.

16 It's a question.

17 MR. BERMAN: You can answer

18 the question, but you don't have

19 to accept his representations.

20 THE WITNESS: Yes.

21 BY MR. HESKIN:

22 Q. She did. She verified that

23 there were four missed payments under

24 each of those agreements, correct?

Page 43

1 A. Yes.

2 Q. Got it. And does she do

3 that with respect to every verification

4 that she makes?

5 MR. BERMAN: Objection.

6 THE WITNESS: She -- as part

7 of our process with underwriting

8 reviews the default status before

9 making the filing.

10 BY MR. HESKIN:

11 Q. So I just want to make sure

12 I got this straight: Out of the many

13 hundreds, if not thousands, of COJs that

14 Ms. McElhone has signed and verified

15 under penalties of perjury, she's looked

16 at the accounting records and confirmed

17 that there had been four missed payments

18 or some other breach; is that correct?

19 MR. BERMAN: Objection. Is

20 that within the scope of your

21 questions about all the other

22 merchants or are you talking about

23 Ms. DiPietro now?

24 MR. HESKIN: Practices and

Page 44

1 policies is the exact topic at the

2 court allowed me to answer.

3 MR. BERMAN: Okay. Joe, you

4 can answer.

5 THE WITNESS: As part of her

6 process, she is supposed to review

7 those.

8 BY MR. HESKIN:

9 Q. Well, I -- that's not quite

10 the answer. I understand she's supposed

11 to. My question is does she? If I put

12 her under oath under penalties of perjury

13 and I show her the hundreds of thousands

14 of COJs that she apparently or

15 purportedly verified under oath, she's

16 going to say, Yeah, I -- yeah, I verified

17 each and every one of those defaults, is

18 that what she's going to tell me?

19 MR. BERMAN: Objection.

20 THE WITNESS: I believe she

21 would.

22 BY MR. HESKIN:

23 Q. Okay. And she wouldn't be

24 committing further perjury by doing that,

Page 45

1 correct?

2 MR. BERMAN: Objection.

3 THE WITNESS: Right.

4 BY MR. HESKIN:

5 Q. Okay. And just to be

6 crystal clear, the breach here in HMC was

7 the failure to make four ACH payments on

8 each of the agreements that were subject

9 to the COJ, correct?

10 MR. BERMAN: Objection.

11 THE WITNESS: Yes, and

12 failure to make any sort of any

13 modified payments and

14 restructuring the transactions.

15 BY MR. HESKIN:

16 Q. And you understand that

17 Ms. DiPietro was trying to make other

18 arrangements, right?

19 MR. BERMAN: Objection.

20 THE WITNESS: She made a

21 deal to make those payments and

22 they never came through.

23 BY MR. HESKIN:

24 Q. What was the deal? Tell me

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13 (Pages 46 to 49)

Page 46

1 specifically the deal that you're

2 referring to. What deal was reached and

3 how did she not follow through with it?

4 MR. BERMAN: Objection.

5 You can answer.

6 THE WITNESS: In our meeting

7 with her and her CFO Josh, we

8 confirmed balances owed for all

9 the transactions she has with our

10 company and a reasonable payment

11 plan.

12 BY MR. HESKIN:

13 Q. What was it? What was the

14 amount she agreed was owed and -- let's

15 start there.

16 A. The discussed amount was

17 about 20 percent of the current daily

18 payments.

19 Q. No, no, no. I'm saying what

20 was the amount that was owed?

21 A. We had approximately

22 $13 million in our reconciliation, she

23 was saying it was closer to 11. We

24 agreed to reconcile the difference with

Page 47

1 our accounting departments and had our

2 accounting department communicate with

3 her accounting department to get on the

4 same page.

5 Q. Okay. And when did that

6 happen?

7 A. That happened after our

8 meeting.

9 Q. Okay. And what was the

10 final reconciliation?

11 A. It was somewheres in the

12 middle.

13 Q. Okay. What was the number?

14 A. In my head it was about

15 11-and-a-half million dollars.

16 Q. And was that communicated in

17 writing?

18 A. Yes, there's emails from

19 accounting to her CFO and the balances

20 were reconciled. She understood very

21 specifically which items were being

22 accounted for and returned balances with

23 given the complexity of her transactions

24 with us. She vouched for every single

Page 48

1 one of those balances and had her CFO

2 confirm with us. We trued it up, we got

3 on the same page, we understand the

4 liability currently held by her entity,

5 and the payment plan as arranged, we

6 wanted to help her so that it would be

7 physically feasible for her company to

8 sustain those payments going forward.

9 Q. Was it in writing?

10 A. It was in an email.

11 Q. An email where Ms. DiPietro

12 confirms and agrees that that's the

13 amount that she owes?

14 A. That's right. Between her

15 and her accounting department, we had

16 confirmation on the current balances.

17 And this was the usual course of action

18 for all the precedent payments and

19 payoffs that she's had with all the other

20 contracts.

21 Q. Okay. What's the date of

22 the email?

23 A. I'm not sure of the specific

24 date, but it was done after that meeting

Page 49

1 in May.

2 Q. Did you review that email in

3 preparation for today?

4 A. No, I did not.

5 Q. Okay. So as -- as you sit

6 here today, you can't point me to the

7 specific email that you're referring to?

8 A. I'm saying there's a litany

9 of emails with her communicating with her

10 accounting department -- accounting

11 departments as a general practice and her

12 understanding of how the transactions

13 work.

14 Q. Okay. So your -- your

15 testimony is based solely on memory, is

16 that your testimony?

17 A. Yes, to the best of my

18 recollection.

19 Q. Okay. And you can't point

20 me to the email that supposedly your

21 memory is based, correct?

22 A. Not one specific email.

23 Again, this is several communications

24 normally done with Kara and her

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14 (Pages 50 to 53)

Page 50

1 accounting team.

2 Q. Yeah. And the agreement was

3 how much per day?

4 A. I don't have the specific

5 dollar amounts.

6 Q. Well, you said it was about

7 20 percent of what her dailies were

8 previously, right?

9 A. Correct.

10 Q. Okay. And there was a

11 schedule that you provided to her that

12 required her to pay $350,000 per week

13 over the course of 35 weeks.

14 Do you recall that

15 agreement?

16 A. Yes, that sounds about

17 right.

18 Q. Okay. And is that the -- is

19 that the schedule you're talking about?

20 A. Yes. I believe that's what

21 we were discussing, and we were

22 considering an even lower payment because

23 Kara made an assumption (sic) that she

24 still wanted to make a larger payment and

Page 51

1 we said, It's absolutely not feasible for

2 her current cash flow. We were trying to

3 give them a very comfortable payment

4 schedule given their receivables that we

5 had done factoring on.

6 Q. So it's your testimony as

7 you're sitting here today that $350,000

8 is a 20 percent discount on what she was

9 previously paying?

10 MR. BERMAN: Objection.

11 THE WITNESS: I'm not sure

12 of the precise calculation on it,

13 but that's approximately correct,

14 yes.

15 BY MR. HESKIN:

16 Q. I guess the math is the

17 math.

18 A. That's right.

19 Q. So 350,000, 20 percent, so

20 she was paying -- I'm not a math wizard,

21 but it sounds like she was paying

22 $1.5 million a week before that?

23 A. No, I don't think it was

24 that high. But it's on the payment

Page 52

1 history. You have that as part of the

2 discovery.

3 Q. Yeah, $350,000 a week, is a

4 lot, isn't it?

5 MR. BERMAN: Objection.

6 THE WITNESS: For a

7 11-and-a-half million dollar

8 liability, it's in line.

9 BY MR. HESKIN:

10 Q. Got it. Is -- was $350,000

11 a week equivalent to 10 percent of her

12 receivables?

13 MR. BERMAN: Objection.

14 THE WITNESS: You're

15 referring to the funding ratio

16 from her contracts?

17 BY MR. HESKIN:

18 Q. Yeah. I'm saying, do you

19 know -- how much were her -- her revenues

20 per month?

21 A. I don't know.

22 Q. You don't know?

23 A. I don't know.

24 Q. You don't know?

Page 53

1 A. I don't know.

2 Q. Okay. So if you're taking

3 $350,000 a week, if you times that by

4 four weeks, that's -- four weeks in a

5 month, that's about $1.4 million a month,

6 right?

7 A. Yes.

8 Q. Okay. And if CBSG is

9 supposed to be taking 10 percent of

10 her -- of her receivables, that must mean

11 that she's generating $14 million a month

12 in revenues; is that right?

13 MR. BERMAN: Objection,

14 mischaracterization.

15 But you can answer, Joe.

16 THE WITNESS: In her

17 underwriting matrix what -- we're

18 factoring based on the receivables

19 and cash flows of the business.

20 Those transactions are in

21 proportion to what is being

22 displayed on her statement.

23 BY MR. HESKIN:

24 Q. Okay.

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15 (Pages 54 to 57)

Page 54

1 A. Our assumptions are that

2 with that revenue and the additional

3 factoring that she was doing, that she

4 was sustaining that with the receivables

5 she had coming into her business.

6 Q. I'm not talking about cash

7 flow. I'm talking about receivables

8 because you'll agree with me that the

9 contracts that she entered into, at least

10 on the face -- on their face, state that

11 they're a sale of receivables, right?

12 A. That's correct.

13 Q. And CBSG is buying 10

14 percent of her receivables, right?

15 MR. BERMAN: Objection.

16 THE WITNESS: Yes, there's a

17 factoring rate on the receivables

18 being presented.

19 BY MR. HESKIN:

20 Q. I'm not talking about the

21 factoring rate. I'm talking about the

22 paying buying 10 percent of her future

23 receivables, right?

24 MR. BERMAN: Objection.

Page 55

1 BY MR. HESKIN:

2 Q. Right?

3 A. Correct.

4 Q. Okay. And so in order for

5 CBSG to be asking Kara to pay $350,000 a

6 week which you signed off on, you

7 prepared and you sent to her, you must

8 have personally looked and looked at her

9 receivables and said, Hey, listen, she is

10 making 4 -- $14 million a month in

11 receivables, and therefore, she -- 10

12 percent of that is $350,000.

13 Did I get that right? Is

14 that what happened here?

15 MR. BERMAN: Objection.

16 THE WITNESS: I did not

17 personally review that. That is a

18 process of the underwriting

19 department to confirm receivables

20 as part of their approval process.

21 BY MR. HESKIN:

22 Q. As you sit here today, are

23 you -- are you aware that Ms. DiPietro or

24 HMC generates $14 million in revenue per

Page 56

1 month?

2 A. I am not aware.

3 Q. Do you know how much that

4 would be per year?

5 A. I don't know.

6 Q. It would be, again I'm not a

7 math wizard, but it sounds like it would

8 be about $158 million a year in revenue.

9 Does that sound right to you?

10 A. Sure.

11 Q. Okay. Does -- at any point

12 in time did HMC generate $158 million in

13 revenue?

14 A. I'm not sure.

15 Q. Well, as corporate

16 representative who is being put up -- put

17 up for the transactions at issue and the

18 underwriting, what -- what was her annual

19 revenue in 2018?

20 MR. BERMAN: You want to

21 direct him to a topic that you're

22 talking about about HMC's revenue?

23 MR. HESKIN: I don't need

24 your coaching.

Page 57

1 MR. BERMAN: Joe -- there's

2 no coaching.

3 Joe, you can answer the

4 question. It's not within the

5 designee notice, but answer.

6 THE WITNESS: Sure. So in

7 the underwriting procedures and in

8 the matrix that Kara understood

9 and that she qualified for, she

10 signed off on those transactions

11 after completing prior

12 transactions, which again she also

13 knows and understands because she

14 paid off several dozen -- more

15 than a dozen deals before this

16 point, that the receivables that

17 we were funding are proportionate

18 to her payments.

19 So there's collateral there

20 in the form of her receivables to

21 support the payments that she

22 signed off on these agreements.

23 BY MR. HESKIN:

24 Q. So Joe, I understand what

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16 (Pages 58 to 61)

Page 58

1 may have actually happened and what the

2 agreements said, but I'm just talking

3 about what the agreements actually said.

4 I understand that these agreements are a

5 complete and utter sham, but as per the

6 agreement, they say they're purchasing 10

7 percent of her receivables and she has to

8 pay back 10 percent of her receivables,

9 and my question is: Under -- under

10 your -- under the strict terms of the

11 agreement, she would have to generate

12 $158 million of revenue in order for her

13 to be making payments of $350,000 a week,

14 right?

15 MR. BERMAN: Joe, disregard

16 the first part about shams but you

17 can answer his actual question.

18 THE WITNESS: Based on your

19 calculations, that would be the

20 assumption.

21 BY MR. HESKIN:

22 Q. That would be the

23 assumption, that she's making

24 $158 million a year, right?

Page 59

1 A. Yes.

2 Q. And so if I look in the

3 underwriting file, I'm going to see that

4 underwriting confirmed that she was

5 making $158 million a year in revenue,

6 right?

7 A. I'm not sure on the

8 underwriting file. You gave me a

9 calculation that you came up with, and

10 I'm saying underwriting follows a

11 procedure in finding her receivables and

12 doing a calculation that is feasible with

13 her business.

14 Q. Sure. Joe, I just want to

15 make clear, I didn't just come up with

16 that number, that's a number that you

17 came up with. That's a number that you

18 sent to my client, I have the email, I

19 have the agreement, and I had the payout

20 schedule where you sent her an

21 agreement --

22 MR. BERMAN: Okay, let's ask

23 questions, Shane. Questions, not

24 commentary. Questions.

Page 60

1 BY MR. HESKIN:

2 Q. -- $350,000 a week?

3 MR. BERMAN: Questions. Is

4 there a question there or is that

5 just a statement?

6 BY MR. HESKIN:

7 Q. Do you recall sending her

8 that document?

9 A. Yes, we had an agreement in

10 place that we sent her.

11 Q. And -- and you prepared that

12 document, didn't you?

13 A. Yes, our department prepared

14 the document.

15 Q. Not the question. You

16 personally prepared that document, didn't

17 you?

18 A. I personally do not prepare

19 documents for our clients. We have a

20 department that prepares it and I sign

21 off on it.

22 Q. You don't prepare documents?

23 A. I personally do not do the

24 paperwork in preparing a document for our

Page 61

1 company.

2 Q. So -- so when -- I shouldn't

3 have an email where Joe LaForte tells my

4 client that you prepare documents for

5 that company. I shouldn't have that

6 email if that's not true, right?

7 MR. BERMAN: Objection.

8 Joe, you can answer if

9 there's anything in there to

10 answer.

11 BY MR. HESKIN:

12 Q. I shouldn't have that email,

13 right?

14 A. I mean, you're assuming that

15 I personally do all the document

16 preparations of the company?

17 Q. No, not my assumption. I

18 asked you whether or not you prepared

19 documents for the company, because I have

20 an email where Joe specifically tells my

21 client that you prepare documents for the

22 company. Is that true or false or is Joe

23 lying to my client?

24 A. I prepare documents for the

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17 (Pages 62 to 65)

Page 62

1 company.

2 MR. BERMAN: Objection, but

3 okay.

4 THE WITNESS: Yes, I prepare

5 documents for the company.

6 BY MR. HESKIN:

7 Q. So you want to retract your

8 prior testimony where you say you don't

9 prepare any documents?

10 A. No, I don't prepare

11 routinely all the documents for our

12 clients.

13 Q. Well, now you're using

14 routinely. Before you said you don't do

15 it at all. So which is it? Is it you

16 don't do it at all or you don't do it

17 routinely?

18 MR. BERMAN: Objection.

19 THE WITNESS: To clarify,

20 you asked if I prepared her

21 documents, which I understand are

22 her agreements.

23 BY MR. HESKIN:

24 Q. Well, the transcript is

Page 63

1 going to say what it says, but I'm pretty

2 sure you said you don't prepare any

3 documents, that someone else does that,

4 right?

5 A. I do prepare documents.

6 Q. So now you want to correct

7 your prior testimony and say that you do

8 prepare some documents, right?

9 MR. BERMAN: It's

10 argumentative. So the transcript

11 says what it says. Ask a

12 question.

13 MR. HESKIN: I'm asking a

14 clarifying question.

15 MR. BERMAN: Okay. Then ask

16 a question. But you lied, this,

17 you're giving a lot of commentary.

18 Question, answer, question,

19 answer, right? That's a

20 deposition under the federal

21 rules, not commentary.

22 BY MR. HESKIN:

23 Q. Mr. Cole, you do prepare

24 legal documents on behalf of CBSG, don't

Page 64

1 you?

2 MR. BERMAN: Objection.

3 THE WITNESS: That's right,

4 yes.

5 BY MR. HESKIN:

6 Q. You do. Okay. Got it.

7 You're not a lawyer, right?

8 A. No.

9 Q. But you prepare legal

10 documents?

11 A. Yes.

12 Q. Okay. And you reviewed

13 and -- did you prepare the document that

14 you sent to my client in May?

15 A. I don't recall.

16 Q. So now you don't recall,

17 right? Before you said you didn't do it,

18 categorically didn't do it, and now

19 you're telling me you don't recall,

20 right?

21 A. I don't know which document

22 you're specifically referring to.

23 Q. I'm talking about the

24 restructured factoring agreement where

Page 65

1 the weekly payments were $350,000 a week.

2 Who prepared that document?

3 A. I did not prepare that

4 document. That was prepared by

5 underwriting.

6 Q. It wasn't prepared by

7 Mr. Hartley?

8 A. By whom?

9 Q. Hartley. John Hartley?

10 A. That sounds feasible, yeah.

11 The legal team often prepares

12 modification agreements for our clients.

13 Q. Well, you're all over the

14 place. First you said it was

15 underwriting and now you're saying it's

16 legal. Which one is it?

17 A. Both, underwriting and legal

18 prepare documents for our clients.

19 Q. Okay. Which one did it in

20 this case?

21 A. In this case, it was

22 probably John Hartley.

23 Q. Okay. And who instructed

24 Mr. Hartley to do that?

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18 (Pages 66 to 69)

Page 66

1 A. Generally the credit

2 committee conveys the modification in

3 discussion with the clients.

4 Q. And who is the credit

5 committee?

6 A. Credit committee is Tori and

7 Alex.

8 Q. Okay. They were -- Tori and

9 Alex, they were the ones that made the

10 decision on -- on this agreement, is

11 that -- is that your testimony?

12 A. That's correct.

13 Q. Did they review the

14 agreement?

15 A. Yes.

16 Q. And they signed off on it?

17 A. I believe so.

18 Q. So if I call them at trial

19 and have them testify under oath, they're

20 going to -- they're going to confirm that

21 they looked at the revenue and saw that

22 Ms. DiPietro was generating $158 million

23 in revenue through HMC?

24 MR. BERMAN: Objection.

Page 67

1 BY MR. HESKIN:

2 Q. Is that correct?

3 A. I don't know if they're

4 reviewing that specific number.

5 Q. Well, how did they come up

6 with $350,000?

7 A. Because they negotiated a

8 deal.

9 Q. Well, so that -- so they

10 negotiated a deal that was totally

11 untethered to her actual receivables, is

12 that your testimony?

13 A. Often when we negotiate with

14 clients, we will come up with a number

15 that is feasible for the -- not

16 necessarily in line with their funding

17 and receivables.

18 Q. Okay. So in this case, was

19 it negotiated that Ms. -- that HMC would

20 pay more than 10 percent of her monthly

21 receivables?

22 A. I don't know what you said.

23 That she would pay more than 10 percent?

24 Q. Yes.

Page 68

1 A. No, again this was a

2 modification. At this point in time we

3 were already 3-and-a-half million dollars

4 behind the client, monies provided to her

5 versus what she paid to us.

6 Q. Hold on. You were

7 3-and-a-half million dollars in

8 principal, correct?

9 MR. BERMAN: Objection.

10 THE WITNESS: In capital

11 provided to her company as part of

12 these factoring transactions.

13 BY MR. HESKIN:

14 Q. Cash, right?

15 A. Yes.

16 Q. Okay. You weren't

17 3-and-a-half million dollars behind on

18 payments, right?

19 A. No, we were worried that

20 this client was going to default given

21 the exposure we had on her transaction.

22 Q. Okay. And so you decided

23 that you wanted more than the 10 percent

24 payments due to the rest of the default?

Page 69

1 MR. BERMAN: Objection.

2 THE WITNESS: No, that's not

3 the objective here. Our objective

4 is to cover the exposure.

5 BY MR. HESKIN:

6 Q. Okay. Even though under the

7 agreement she's only required to pay 10

8 percent of her -- of her revenue, right?

9 MR. BERMAN: Objection.

10 THE WITNESS: Again, under

11 modified negotiations, the terms

12 provided with the client are not

13 necessarily in line with the

14 factoring percentage on her

15 contract.

16 BY MR. HESKIN:

17 Q. Okay. So in other words,

18 you wanted her to pay more than 10

19 percent because you were worried about

20 her defaulting, right?

21 MR. BERMAN: Objection.

22 THE WITNESS: I'm not sure

23 if it's more than 10 percent of

24 her receivables.

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19 (Pages 70 to 73)

Page 70

1 BY MR. HESKIN:

2 Q. You're not aware of what her

3 monthly or annual revenues are, correct?

4 A. That's right.

5 Q. Okay. So if I asked you as

6 the corporate representative what her

7 monthly revenues were in February

8 of 2019, you're not going to know,

9 correct?

10 A. Not specifically, no.

11 Q. Okay. What were her -- what

12 were her -- what were HMC's revenues in

13 January 2019?

14 A. I don't know.

15 Q. What were HMC's revenue in

16 February 2019?

17 A. I do not know.

18 Q. What were HMC's revenues in

19 March of 2019?

20 A. I do not know.

21 Q. What were HMC's revenues in

22 April 2019?

23 A. I do not know.

24 Q. What were HMC's revenues in

Page 71

1 May 2019?

2 A. I do not know.

3 Q. What was HMC's income in

4 January 2019?

5 A. I do not know.

6 Q. What was HMC's income in

7 February 2019?

8 A. I do not know.

9 Q. What was HMC's income in

10 March 2019?

11 A. I do not know.

12 Q. What was HMC's income in

13 April 2019?

14 A. I do not know.

15 Q. What was HMC's income in

16 May 2019?

17 A. I do not know.

18 Q. Do you know whether or not

19 HMC paid more or less than 10 percent of

20 its monthly revenue in any of those

21 months?

22 MR. BERMAN: Objection.

23 THE WITNESS: I do not know.

24 BY MR. HESKIN:

Page 72

1 Q. Okay. Got it. Who would

2 know?

3 A. The underwriting department.

4 The credit committee who negotiated the

5 modified payments with her.

6 Q. How would they do that?

7 A. Because negotiating the

8 client, they have an understanding of the

9 cash flow and come up with a deal that

10 would be feasible for them to run the

11 regular course of business while at the

12 same time satisfying liabilities as part

13 of our MCA agreement.

14 Q. Did you speak with

15 underwriting in preparation for your

16 deposition today?

17 A. I did briefly, yes.

18 Q. Did you ask them what the

19 revenues were in any particular month?

20 A. We did not cover them.

21 Q. Did you ask them what the

22 income was in any particular month?

23 A. No.

24 Q. No?

Page 73

1 A. No.

2 Q. What is income?

3 A. Income is monies received

4 that are generated by your business from

5 whatever services or product it renders.

6 Q. Okay. Let me -- okay.

7 What's revenue?

8 A. Same thing.

9 Q. So you've got -- you've got

10 a financial background, right?

11 A. Yes.

12 Q. Yes?

13 A. Yes.

14 Q. Can you just tell me what --

15 what your financial background is?

16 A. I worked in accounting since

17 I was 22.

18 Q. Since you were 22?

19 A. Yes.

20 Q. And how old are you now?

21 A. 37.

22 Q. Give me -- what's your

23 educational background?

24 A. I went to University of

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 19 of

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20 (Pages 74 to 77)

Page 74

1 California Irvine, computer engineering.

2 At the same time I went to -- I worked at

3 a publicly-traded construction company in

4 their accounting department.

5 Q. Got it. And what did you do

6 after that?

7 A. Continued working at that

8 company until 2009.

9 Q. And after that?

10 A. Moved to Philadelphia.

11 Q. And who did you work for in

12 Philadelphia?

13 A. The Business Solutions

14 Group.

15 Q. Okay. And you've worked for

16 them ever since?

17 A. Since 2016, and 2017

18 subsequently into the processing entity

19 that services CBSG.

20 Q. Okay. And how did you --

21 all right. I want to come back to that

22 so let me just make a note here.

23 Okay. And you have

24 proficiency with accounting, right?

Page 75

1 A. Yes.

2 Q. Do you have an accounting

3 background?

4 A. Yes.

5 Q. You've worked in accounting

6 for -- since you were 22, right?

7 A. Yes.

8 Q. Okay. And you're the CFO of

9 how many different companies?

10 A. I'm not sure. Within the

11 scope of our processing agreement, we

12 also provide financial services not

13 including -- or including the capacity of

14 the CFO.

15 Q. About how many companies are

16 you the CFO for?

17 A. For Full Spectrum

18 Processing?

19 Q. Yeah. You personally. I'm

20 talking about you personally. I want to

21 get -- get your experience in accounting,

22 I want to get that on the record.

23 How many companies are you

24 the CFO for?

Page 76

1 A. Approximately 45.

2 Q. 45. 45 companies. Wow.

3 I'm not -- can you -- I don't want you to

4 list all 45, but my guess is are all 45

5 of those companies owned by Lisa

6 McElhone?

7 A. No.

8 Q. How many of those 45

9 companies are owned by Ms. McElhone?

10 A. Not very many.

11 Q. Not very many? How many?

12 A. About maybe ten.

13 Q. Ten? Can you give me those

14 ten companies?

15 MR. BERMAN: No, you don't

16 have to list that.

17 I'll instruct him not to

18 answer.

19 MR. HESKIN: You're

20 instructing him not to answer?

21 MR. BERMAN: I am.

22 MR. HESKIN: Okay.

23 BY MR. HESKIN:

24 Q. Are you following that

Page 77

1 advice?

2 A. Yes. I don't feel --

3 Q. I'm asking you to identify

4 the ten companies in which you are a CFO

5 on behalf of Ms. McElhone and you're

6 refusing to identify that?

7 MR. BERMAN: Yes.

8 THE WITNESS: Yes.

9 BY MR. HESKIN:

10 Q. Okay. So -- you're refusing

11 to identify any of the 45 companies

12 you're a CFO for?

13 A. Complete Business Solutions

14 Group.

15 Q. That's the only -- you'll

16 give me one -- one company name, that's

17 it?

18 A. Full Spectrum Processing.

19 Q. Two?

20 A. Fast Advance Funding.

21 Q. Which ones?

22 A. Fast Advance Funding.

23 Q. Any more?

24 A. Is that good?

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21 (Pages 78 to 81)

Page 78

1 MR. BERMAN: Yeah.

2 MR. HESKIN: So Mr. Berman,

3 are you instructing him not to

4 provide any further companies of

5 the 45 that he's admitted that

6 he's a CFO for?

7 MR. BERMAN: I'm instructing

8 you, Mr. Heskin, that you should

9 comply with the court order or

10 you'll be met with a sanctions

11 order. But call the judge now. I

12 welcome it because we're not

13 coming back. So you're welcome at

14 any time -- we're not going to

15 Lisa McElhone's background beyond

16 the companies at issue of Kara

17 DiPietro.

18 You have a very clear scope

19 of order here dated March 4th,

20 2020. Be guided by the court

21 order.

22 MR. HESKIN: I got you.

23 Thank you, Mr. Berman, for that.

24 MR. BERMAN: You got it. So

Page 79

1 move on or call the judge or

2 whatever you want to do. You have

3 our instruction.

4 MR. HESKIN: Don't worry,

5 Mr. Berman, the time will come.

6 MR. BERMAN: That's fine.

7 Make threats to me. That's good,

8 too.

9 MR. HESKIN: I'm not. I'm

10 not making any threats.

11 MR. BERMAN: You're welcome

12 to call the judge. There's a

13 court order.

14 BY MR. HESKIN:

15 Q. So during the time period in

16 which my clients were -- my client's

17 agreements were that place, which was

18 February 2018, and May -- actually, to

19 the present, how many -- how many

20 companies were you the CFO for?

21 MR. BERMAN: Asked and

22 answered. And there's a very

23 specific time period set forth in

24 the March 4th, 2020 order. You

Page 80

1 should look at the order as to

2 what the scope of this deposition

3 is and the agreed upon topics.

4 MR. HESKIN: I don't need

5 any more speaking objections. I'm

6 asking --

7 MR. BERMAN: It's not a

8 speaking objection. I'm

9 instructing him not to answer the

10 question.

11 MR. HESKIN: You're

12 instructing him not to answer?

13 Okay. Good.

14 BY MR. HESKIN:

15 Q. Are you following that

16 advice?

17 A. Yes.

18 Q. Okay. You're not going to

19 tell me how many -- I'm not asking you to

20 identify the names, I'm asking how many

21 companies were you the CFO for the time

22 period February 2018 through May --

23 February 2018 through May 2019?

24 MR. BERMAN: That's not the

Page 81

1 time period, but he answered it.

2 You can answer again, Joe,

3 how many.

4 THE WITNESS: Approximately

5 45.

6 BY MR. HESKIN:

7 Q. Okay. How do you have --

8 how do you have time to be the CFO of 45

9 different companies?

10 A. Full Spectrum Processing

11 provides services to many different

12 entities. We have a big accounting

13 department with several CPAs and

14 accountants that facilitate information

15 for me to make decisions on.

16 Q. Okay. And how many hours of

17 the day do you spend as the CFO for CBSG?

18 A. I'm there whenever it's

19 needed.

20 Q. How many hours per day?

21 A. I'm on the clock 24 hours a

22 day.

23 Q. Okay. And how many of those

24 are actually working?

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 21 of

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22 (Pages 82 to 85)

Page 82

1 A. About half.

2 Q. About half? So 12 hours a

3 day for CBSG?

4 A. That's right.

5 Q. Okay. Doesn't leave a lot

6 of time for the other 44 companies, does

7 it?

8 A. No, I'm on the clock for

9 CBSG and any of the other companies that

10 we have service agreements for.

11 Q. Okay. All right. So you're

12 the CFO -- and just for the record, a CFO

13 is a chief financial officer, correct?

14 A. That's right.

15 Q. So you're the CFO for 45

16 companies during this time period, and

17 it's your testimony under oath that from

18 an accounting perspective, income is the

19 exact same thing as revenue?

20 A. Yes. That is from a GAAP

21 perspective. You have to be very

22 specific on how you're using those words.

23 They're contextual.

24 Q. Okay. How do you use those

Page 83

1 words? How does income differ from

2 revenue under GAAP?

3 A. It depends on what sort of

4 income you're referring to. So revenue

5 generally is associated with gross

6 profits of the business. To get an idea

7 of the revenues produced by that

8 business, the delta between that and

9 costs of goods sold and operating

10 expenses is your net income, your net

11 ordinary income, and any sort of taxes

12 and interest payable after that would be

13 then your true net income for that

14 business.

15 Q. So just so I'm clear, under

16 GAAP, the income would be revenues minus

17 expenses?

18 MR. BERMAN: Objection.

19 THE WITNESS: Yeah. What

20 I'm explaining to you is net

21 ordinary income. It's generally

22 treated as revenue minus expenses.

23 BY MR. HESKIN:

24 Q. And I -- I watch CNBC almost

Page 84

1 every day. When a company reports

2 earnings, there's a difference between

3 income and revenues, right? They can --

4 they can, you know, be -- beat on income

5 but miss on revenue and their stock goes

6 down, right? You know that distinction,

7 right?

8 A. Yes.

9 Q. Okay. And the revenue is

10 basically the equivalent of receivables,

11 right?

12 A. It's your gross profit, how

13 much money did you guys bring in as part

14 of your practice and products and

15 services.

16 Q. Gross profit is their

17 income, right?

18 A. It's their revenues.

19 Q. No, no. Revenue is how much

20 money they bring in as a result of sales.

21 For example, if I sell --

22 MR. BERMAN: Is this a

23 question or is statement?

24 Question, answer, question,

Page 85

1 answer.

2 MR. HESKIN: I'm trying to

3 clarify it.

4 BY MR. HESKIN:

5 Q. If I sell a widget for a

6 million dollars and it costs me $300,000

7 to make, the revenue is a million

8 dollars, right?

9 A. Right.

10 Q. And my income on that would

11 be $700,000, right?

12 A. Right. Assuming that 300

13 was your only expenses.

14 Q. Sure. I'm trying to basic

15 break it down so a jury can understand

16 it.

17 A. And I'm clarifying for the

18 sake of, you know, semantics. When it

19 comes to finance, a lot of people use

20 income and revenue interchangeably. It

21 depends on the actual context and

22 application of those terms.

23 Q. Okay. Well, under GAAP,

24 right?

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 22 of

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23 (Pages 86 to 89)

Page 86

1 A. Yeah.

2 Q. The definition would be used

3 as I'm using it, right?

4 A. Right. Under GAAP usually

5 we refer to revenue and gross profit as

6 top line in how much revenue a company

7 generated.

8 I usually refer to net

9 ordinary income as that revenue minus

10 cost of goods, minus SGNA, which is

11 operating expenses for a business.

12 We then refer to net income,

13 as opposed to ordinary net income, as

14 that number minus interest, taxes and

15 amortization.

16 Q. Got it. And that's

17 common -- commonly used in accounting,

18 right?

19 A. Yes, that's the basics of

20 it.

21 Q. That's the basics. Got it.

22 And did -- did you ever see

23 an agreement where the word income was --

24 was used on any of the CBSG agreements

Page 87

1 with Ms. -- with HMC?

2 A. No, income is not generally

3 used as a factor in considering what the

4 arrangement would be with our clients.

5 Q. What is used?

6 A. We use receivables. We use

7 the factoring amount against those

8 receivables.

9 Q. So as the 30(b)(6) witness

10 for CBSG, you're not aware of any

11 agreements between CBSG on the one hand

12 and HMC on the other, where the agreement

13 specifically referred to the term income,

14 correct?

15 A. I'm not aware.

16 Q. Not aware. Got it.

17 And as the -- since you're

18 not aware of the word being used, I

19 assume you're not -- you're not able to

20 testify one way or the other how the word

21 income was used, correct?

22 A. That's right, I'm not able

23 to.

24 Q. Okay. And what did you do,

Page 88

1 if anything, to investigate what the term

2 income meant on any of the agreements

3 between CBSG and HMC?

4 A. I reviewed the factoring

5 agreements between us.

6 Q. Okay. Did any of the

7 agreements that you reviewed use the word

8 interest?

9 A. No, not to my understanding.

10 We do not use the word interest.

11 Q. Why not?

12 A. Because it's not an

13 interest-bearing product.

14 Q. So none of the agreements

15 that I have in my little pile here or my

16 little queue here should use the word

17 interest, right?

18 A. Right.

19 Q. And if it did use the word

20 interest, that would be a problem, right?

21 MR. BERMAN: Objection.

22 THE WITNESS: If it did, it

23 would be a misstatement on the

24 intended structure of the product.

Page 89

1 This is a factoring agreement and

2 it would conflict with the

3 structure of the agreement.

4 BY MR. HESKIN:

5 Q. Okay. And so -- let me ask

6 you this: These are the -- the

7 agreements that my client entered into

8 with CBSG, they're the sale of future

9 receivables, right?

10 A. Correct.

11 Q. What happens if future

12 receivables aren't generated?

13 MR. BERMAN: Objection.

14 THE WITNESS: Then we'd go

15 into some sort of modification,

16 negotiation with the client.

17 BY MR. HESKIN:

18 Q. Does the -- does the client

19 still have to pay if they don't generate

20 future receivables?

21 MR. BERMAN: Objection.

22 THE WITNESS: They're still

23 obligated to pay.

24 BY MR. HESKIN:

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24 (Pages 90 to 93)

Page 90

1 Q. Why?

2 A. Because they're not out of

3 business yet, they're expected to

4 eventually have receivables again. If

5 they file bankruptcy, that's a whole

6 different story, right?

7 Q. Oh, good. So if they file

8 for bankruptcy and they go out of

9 business, do they have to pay?

10 MR. BERMAN: Objection.

11 THE WITNESS: No. I mean,

12 we get into whole -- the whole

13 bankruptcy proceedings and getting

14 were what we can from part of the

15 receivables that were collected by

16 the company.

17 BY MR. HESKIN:

18 Q. But is filing for bankruptcy

19 a default under the agreement?

20 A. Yes.

21 Q. It is?

22 A. Yes.

23 Q. Why is it a default if they

24 just go out of business?

Page 91

1 MR. BERMAN: Objection.

2 THE WITNESS: They're not

3 necessarily out of business if

4 you're talking about Chapter 13.

5 BY MR. HESKIN:

6 Q. Chapter 7. Let's talk about

7 Chapter 7. My client files for Chapter

8 7, they're operating at a net loss, they

9 can no longer pay rent, pay their

10 employees, buy -- buy products, so they

11 file for Chapter 7, throw up their hands

12 and say, Sorry, I'm out of business, is

13 that a default under the agreement?

14 MR. BERMAN: Is this a

15 hypothetical?

16 MR. HESKIN: I'm asking

17 how --

18 MR. BERMAN: You can answer

19 the hypothetical with that

20 specific question.

21 MR. HESKIN: Sure.

22 BY MR. HESKIN:

23 Q. Is that a default?

24 A. Yes.

Page 92

1 Q. That is a default?

2 A. Yes.

3 Q. Why is it a default?

4 A. Filing bankruptcy

5 constitutes a default under our

6 agreement.

7 Q. And why would my -- under

8 that circumstance, my client would owe

9 the remaining balance under the

10 agreement, is that your position?

11 MR. BERMAN: Objection.

12 THE WITNESS: We still hold

13 the position that the outstanding

14 balance would still be a

15 receivable and we would get in

16 line along with everyone else as

17 part of any sort of reconciliation

18 in determining what recovered

19 assets we could have the

20 bankruptcy.

21 BY MR. HESKIN:

22 Q. But you bought future

23 receivables, and if there are no future

24 receivables, you're entitled to nothing,

Page 93

1 right?

2 MR. BERMAN: Objection.

3 THE WITNESS: We are

4 entitled to whatever was recovered

5 by the client as part of our

6 receivables. Until we reconcile

7 that as part of the bankruptcy

8 proceedings, we do not know what

9 receivables were received.

10 BY MR. HESKIN:

11 Q. Okay. But my client would

12 be -- so if my client got a million

13 dollars from you and they had to pay back

14 1.5 on Day 1, and then the very next week

15 it's hit with a pandemic and the state or

16 president issues a shutdown order and

17 says, No more businesses, you've got to

18 stop, cease doing business, please shut

19 down, my client's forced to go out of

20 business, is that a breach under the

21 agreement?

22 MR. BERMAN: Objection.

23 Don't answer the question.

24 Do you want to know why,

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 24 of

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25 (Pages 94 to 97)

Page 94

1 Shane? Because you're violating a

2 court order by asking questions

3 about things that are outside of

4 the time period about presidential

5 orders and government orders and

6 things to try to -- to obtain

7 improper discovery in a case

8 that's not before you.

9 So bring the motion. It

10 will be met with a cross motion

11 for sanctions.

12 Don't answer the question.

13 And I'll cite it.

14 TourMappers, how about that, to

15 talk about another case that

16 you're attempting to use this case

17 for an improper purpose.

18 Bring it to the judge. I'll

19 see you there.

20 MR. HESKIN: Are you going

21 to -- are you saying he can't

22 answer my question?

23 MR. BERMAN: I'm told him

24 not to answer the question.

Page 95

1 MR. HESKIN: Okay.

2 BY MR. HESKIN:

3 Q. Let me ask you this one:

4 My -- my client gets hit with a

5 hurricane, state orders an evacuation,

6 owns a restaurant, can no longer operate.

7 Is that a breach?

8 MR. BERMAN: Joe, if you can

9 answer these hypotheticals with

10 the vacuum he's giving, go ahead.

11 THE WITNESS: In the context

12 you're providing, if he's not in

13 operations and is no longer

14 working, it depends. I mean, do

15 they have reserves, do they

16 collect receivables ahead of time?

17 Just because you're not open

18 doesn't mean you can't collect

19 payments from your clients. It

20 really depends on the business and

21 the context of it.

22 So it's kind of an open23 ended example you're providing.

24 BY MR. HESKIN:

Page 96

1 Q. Well, no, because I'm -- I'm

2 using the example of a restaurant, and

3 the restaurant is a point of sale. So

4 point of sale, restaurant, shut down from

5 a hurricane, governor orders them to

6 evacuate, they just got a million dollars

7 from you on the week before, a week later

8 hurricane comes around, their business is

9 shutdown, wiped out by the hurricane and

10 they can no longer operate. Do they

11 still owe CBSG the $1.5 million?

12 MR. BERMAN: Objection on

13 many grounds, Joe, but if you can

14 answer with this limited fact set

15 of hypothetical, please.

16 THE WITNESS: Yeah.

17 Hypothetically you would still

18 have the liability and we would

19 get into some sort of negotiation

20 to see when revenues could be

21 resumed and the status of the

22 company.

23 BY MR. HESKIN:

24 Q. What if the company is shut

Page 97

1 down, can never operate again,

2 $1.5 million. Do they still owe the

3 $1.5 million? Does the company still owe

4 it? Let's start with that.

5 MR. BERMAN: Objection.

6 Asked and answered and many other

7 objections.

8 But you can answer, Joe.

9 THE WITNESS: Yeah. Let me

10 just -- I'll get to it. I think I

11 understand what Shane is getting

12 to here.

13 In that zero revenue

14 scenario where the business

15 experiences catastrophic losses

16 and is unable to sustain, assuming

17 that the next logical thing would

18 be a bankruptcy proceeding, we

19 would have the liability until it

20 was absolved by the bankruptcy

21 court.

22 So we'd get in line, see if

23 there was any receivables

24 collected in the time between when

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26 (Pages 98 to 101)

Page 98

1 we funded and when the guy shut

2 down the business, and then we

3 would see what we end up with

4 there. There would no doubt be a

5 loss in that scenario.

6 BY MR. HESKIN:

7 Q. Okay. So you would only be

8 putting in a claim for bankruptcy for the

9 10 percent of the receivables that you

10 purchased, right?

11 MR. BERMAN: Objection.

12 THE WITNESS: Our UCC

13 usually would reflect the entire

14 RTR value of that factoring

15 agreement based on the

16 underwriting.

17 BY MR. HESKIN:

18 Q. So you would put in a claim

19 for the entire $1.5 million even though

20 you only bought 10 percent of future

21 receivables that never came to fruition?

22 MR. BERMAN: Objection.

23 THE WITNESS: We put the

24 claim for the entire amount and we

Page 99

1 would recover what we could in

2 bankruptcy.

3 BY MR. HESKIN:

4 Q. And then you'd go ahead and

5 seek it against the personal guarantor as

6 well, correct, for the balance?

7 MR. BERMAN: Objection.

8 THE WITNESS: Yeah,

9 depending on whatever assets the

10 business owners had as part of

11 their agreement, yes.

12 BY MR. HESKIN:

13 Q. So the personal guarantor

14 would have to come out of his own

15 pockets, sell his house, whatever assets

16 he has to pay the full 1.5, right?

17 MR. BERMAN: Objection.

18 THE WITNESS: Correct. If

19 they have a personal guarantee on

20 their agreement, they would be

21 liable for it personally. That's

22 what a personal guarantee does.

23 BY MR. HESKIN:

24 Q. And I think maybe we can

Page 100

1 short circuit all this because the point

2 I'm making is the $1.5 million is

3 absolutely repayable no matter what,

4 right?

5 MR. BERMAN: Objection.

6 THE WITNESS: In your

7 example, you said it's not

8 repayable really. If it's a

9 bankruptcy, we're often at a loss.

10 The number one type of client we

11 lose money on is through

12 businesses that go out of

13 business.

14 BY MR. HESKIN:

15 Q. Well, but that's just like

16 any type of loan.

17 MR. BERMAN: Objection.

18 BY MR. HESKIN:

19 Q. The question is: You claim

20 it's all owed no matter what, right?

21 MR. BERMAN: Objection.

22 BY MR. HESKIN:

23 Q. No matter what happens, you

24 claim, either in bankruptcy or against

Page 101

1 the personal guarantor, that the full

2 $1.5 million is absolutely repayable no

3 matter what, right?

4 MR. BERMAN: Objection.

5 THE WITNESS: So unlike a

6 loan, which is time based and

7 there's amortization of costs for

8 the people that borrow money with

9 principal. Ours is a fixed factor

10 rate, meaning that it's a steady

11 cost of capital for what was

12 financed, meaning that if six

13 months went by, two years went by,

14 we would have the same receivable

15 value on that agreement. Whereas

16 a loan would amortize interest

17 throughout that entire period of

18 time because loans are based

19 precisely on time value.

20 BY MR. HESKIN:

21 Q. That's a great point. Thank

22 you. Thank you so much for that answer.

23 All right. I got it.

24 And -- but in either one of those

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27 (Pages 102 to 105)

Page 102

1 situations, the client would owe the

2 $1.5 million no matter whether it takes a

3 year or two years to pay it back. No

4 matter what, they have to pay back the

5 $1.5 million, right?

6 MR. BERMAN: Objection.

7 THE WITNESS: Assuming it

8 doesn't fall under the

9 qualifications of their liability

10 with the guarantee, yes. But

11 there would be no interest accrued

12 on that during the time period.

13 BY MR. HESKIN:

14 Q. Got it. And under the terms

15 of your agreements, is there a set term?

16 MR. BERMAN: Objection.

17 THE WITNESS: There is a

18 daily installment and there is an

19 expected time to pay off the RTR.

20 BY MR. HESKIN:

21 Q. Okay.

22 A. There's no fixed term.

23 Q. There's no fixed term?

24 A. No.

Page 103

1 Q. Don't the agreements

2 specifically state a fixed term?

3 A. They do.

4 Q. On the very face of the

5 agreement?

6 A. They tell you exactly how

7 many installments are needed based on the

8 RTR projected, but I'm saying practically

9 when we get into issues with our clients,

10 we look at the receivables and see is

11 feasible.

12 Q. Sure. I didn't mean to cut

13 you off. Go ahead.

14 A. Yeah. We're looking to see

15 what works for the client. We want them

16 to make sure the business is still

17 healthy, they can continue to generate

18 revenue, because collecting more than

19 what the client can pay puts them in a

20 precarious position to pay the rest of

21 our money back as part of that

22 receivable.

23 So when you say -- let's say

24 there's a 100 payment term, if they get

Page 104

1 to the end of that transaction and

2 there's still a slow down in revenues and

3 their receivables, then it makes sense

4 for us to work out a deal to extend the

5 terms or reduce the payments to

6 facilitate the production or receivables

7 for that client.

8 Q. Okay. And I get how it may

9 work in practice, but my question is:

10 Just on the face of the agreement, if I

11 look at the four corners of the

12 agreement, it has a fixed term, right?

13 MR. BERMAN: Objection.

14 THE WITNESS: Yes, on the

15 agreement itself, there is a

16 defined term of how many

17 installments and how many -- and

18 how much money is to be paid on

19 each installment.

20 BY MR. HESKIN:

21 Q. So on the face of the

22 agreement it says you are to pay X per

23 day and these are the amount of days you

24 have to pay it back, right?

Page 105

1 MR. BERMAN: Objection.

2 THE WITNESS: Yes.

3 BY MR. HESKIN:

4 Q. Okay. And even in the back,

5 it has a reference to the term of the

6 agreement, right?

7 MR. BERMAN: Objection.

8 BY MR. HESKIN:

9 Q. It's in several places,

10 right?

11 MR. BERMAN: Objection.

12 THE WITNESS: Yes.

13 BY MR. HESKIN:

14 Q. Okay. And so when you say

15 in practice you work with clients to come

16 up with a different payment schedule,

17 you're not required to do so under the

18 four corners of the agreement, right?

19 MR. BERMAN: Objection.

20 THE WITNESS: Right. In

21 practice we often work with our

22 clients. The customer service and

23 collections department have an

24 ability to come up with a payment

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28 (Pages 106 to 109)

Page 106

1 plan that will make sense for the

2 business.

3 BY MR. HESKIN:

4 Q. And if the -- and if the

5 client doesn't agree to a payment plan

6 that is workable with CBSG, then CBSG has

7 the right to file a confession of

8 judgment against the merchant, right?

9 MR. BERMAN: Objection.

10 THE WITNESS: Correct. We

11 have the right to seek whatever

12 remedies under the agreement we

13 can to recover the receivable and

14 monies owed.

15 BY MR. HESKIN:

16 Q. And in fact, CBSG regularly

17 does that, correct?

18 A. Yes.

19 Q. Files COJs where the

20 merchant says that they cannot make the

21 payments demanded of CBSG, correct?

22 MR. BERMAN: Objection.

23 THE WITNESS: Yes. In the

24 applicable jurisdictions, yes.

Page 107

1 BY MR. HESKIN:

2 Q. Okay. Applicable

3 jurisdictions, the majority of them are,

4 if not all of them, are Pennsylvania,

5 correct?

6 A. Yes.

7 Q. And how many COJs has CBSG

8 filed against merchants since March of

9 this year?

10 MR. BERMAN: Objection.

11 Don't answer the question.

12 MR. HESKIN: You're

13 instructing him not to answer?

14 MR. BERMAN: I am

15 absolutely. Look at the court

16 order.

17 MR. HESKIN: All right.

18 Let's take a break right now.

19 We'll come back in 15 minutes.

20 Let's say -- let's say 20 minutes.

21 I got to take a call. We'll come

22 back at 11:50.

23 (Recess.)

24 BY MR. HESKIN:

Page 108

1 Q. Mr. Cole, can you just -- do

2 you have -- can you just briefly explain

3 what your duties are as CFO for CBSG?

4 A. Sure. A lot of it has to do

5 with financial reporting and keeping

6 track of the metrics for the portfolio,

7 but that's not to say I'm not involved in

8 the day-to-day granular items, accounts

9 payable, obviously accounts receivable,

10 and just regular operations involving

11 finance.

12 Q. Okay. Are you -- do you

13 have any responsibilities for dealing

14 with investors in CBSG?

15 A. Yeah, creditors, yeah.

16 Q. I use the word investors,

17 you used the word creditors. What's the

18 difference between the two?

19 A. So the difference between

20 the two is an investor applies for some

21 sort of principal or equity stake. When

22 you invest into a company listed on the

23 NASDAQ, you're buying an actual share of

24 the company. Creditor is just a loan

Page 109

1 agreement effectively with people

2 providing money to the company in

3 exchange for a return, but there's no

4 equity ownership as part of the

5 transaction.

6 Q. Okay. So the sole owner of

7 CBSG is and always has been Lisa

8 McElhone?

9 A. The family trust

10 technically.

11 Q. She has a family trust?

12 A. Yes.

13 Q. Am I pronouncing her name

14 correctly?

15 A. No. I know who you're

16 referring to.

17 Q. How do you pronounce it?

18 A. McElhone.

19 Q. McElhone? Okay. So there's

20 a family trust, and that's 100 percent

21 owned CBSG?

22 A. That's correct.

23 Q. And Ms. McElhone owns and

24 controls that family trust?

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Page 110

1 A. She's the grantor of the

2 trust.

3 Q. And who manages it?

4 A. Trust entity.

5 Q. Who is the trust entity?

6 A. We have an attorney in

7 charge of the trust.

8 Q. Who's that attorney?

9 MR. BERMAN: Objection. You

10 don't have to answer this.

11 MR. HESKIN: Are you

12 instructing him not to answer?

13 MR. BERMAN: I am.

14 MR. HESKIN: Okay.

15 BY MR. HESKIN:

16 Q. Do you know who Peter Bazio

17 or is Brezio, something like that?

18 A. It doesn't ring a bell to

19 me.

20 Q. Okay. All right. So

21 they're creditors, right? So these

22 are -- how many creditors are there?

23 MR. BERMAN: Objection. If

24 you could point to me to where in

Page 111

1 your order you are allowed to go

2 into any of this because I see it

3 as being precluded, complete

4 business relationship --

5 MR. HESKIN: I'm just asking

6 how -- how many. You know, I --

7 MR. BERMAN: Don't answer

8 the question. It's in violation

9 of the court order.

10 MR. HESKIN: Okay.

11 BY MR. HESKIN:

12 Q. What -- what information is

13 shared --

14 MR. HESKIN: So Mr. Berman,

15 are you saying that creditors are

16 the same thing as investors?

17 MR. BERMAN: I think you

18 heard the testimony, and I think

19 the testimony is clear as is the

20 court order.

21 MR. HESKIN: Well, he's

22 describing them as creditors.

23 The -- the --

24 MR. BERMAN: Shane, it's

Page 112

1 precluded by court order.

2 MR. HESKIN: So you're

3 testifying -- you're representing

4 that creditors are the same thing

5 as investors?

6 MR. BERMAN: For the

7 purposes of what you're asking him

8 about, yes.

9 MR. HESKIN: Okay. Got it.

10 MR. BERMAN: Or you can ask

11 him the question. He's the fact

12 witness, but I'm saying your

13 questions are in violation of the

14 court order.

15 MR. HESKIN: The court order

16 says investors --

17 MR. BERMAN: Okay. The

18 answer is the answer. You're

19 asking questions in violation of a

20 court order.

21 MR. HESKIN: Or you're

22 instructing him not to answer --

23 MR. BERMAN: I'm absolutely

24 comfortable with my instruction.

Page 113

1 He has the instruction from me.

2 BY MR. HESKIN:

3 Q. Okay. So Joe, you're not

4 going to answer my question? And again

5 my question is just how many creditors

6 are there for CBSG?

7 A. Right, I'm not going to

8 answer.

9 Q. Okay. That's fine.

10 What do you tell the

11 creditors the nature of CBSG's business

12 is?

13 A. We're in the business of

14 providing working capital for businesses

15 in the United States.

16 Q. Do you tell them that these

17 are loans?

18 A. No.

19 Q. Do you tell them that they

20 have interest rates?

21 A. No.

22 Q. Does CBSG tell these

23 creditors that -- creditors/investors

24 that there's a default rate?

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Page 114

1 A. Yes.

2 Q. What does CBSG tell the

3 creditors/investors the default rate is

4 on their business?

5 A. It depends on the point in

6 time.

7 Q. Let's talk about between --

8 in 2018 and 2019, during the time period

9 of my client's --

10 MR. BERMAN: Give him the

11 dates, February 2018 to

12 October 2019, Joe.

13 THE WITNESS: Uh-huh.

14 You're talking about the --

15 and I guess it depends on --

16 BY MR. HESKIN:

17 Q. The default rate. Like what

18 were you telling investors that the

19 default rate is?

20 A. The default rate

21 approximately at that time was about 4 to

22 5 percent on receivables.

23 Q. So that's -- that's what

24 you're telling investors?

Page 115

1 A. Right. We also confirm

2 exposure and capital loss rate, which is

3 closer to about a point-and-a-half.

4 Q. A point-and-a-half. All

5 right. And -- and what is your

6 definition of default?

7 A. Definition of default are

8 clients recognizing their factoring

9 losses in their financials as determined

10 by the rate of nonpayment and what we

11 have in the pipeline for litigation.

12 Q. So that doesn't -- do you

13 tell investors that, what that definition

14 is?

15 A. We communicate -- I mean,

16 especially the technical ones, we get

17 into the whole GAAP jargon and going over

18 our audited financials.

19 Q. And the default rate was 4

20 to 5 percent during this period?

21 A. Right, it depends.

22 Q. Is a client in default if

23 they miss four payments?

24 MR. BERMAN: Objection.

Page 116

1 THE WITNESS: Yes.

2 BY MR. HESKIN:

3 Q. Okay.

4 A. Let me clarify. They're in

5 default legally. They're not necessarily

6 recognized in our financials as factoring

7 losses yet. There's a whole mechanism

8 there.

9 Q. Is -- is HMC in default?

10 A. Yes.

11 Q. Is HMC in default as per

12 what you tell investors?

13 A. Yes, both in the financials

14 and categorically in the legal realm.

15 Q. Okay. And if someone is

16 making small payments, even like, you

17 know, let's say they owe one point --

18 let's say though owe $12 million or

19 $11 million and they're making small

20 payments of 100 million -- or $100 or

21 $200 or $500 every month, is -- is that

22 considered to be in default under what

23 you tell investors?

24 MR. BERMAN: Objection.

Page 117

1 THE WITNESS: No.

2 BY MR. HESKIN:

3 Q. That's not considered to be

4 in default?

5 A. It's not considered in

6 default.

7 Q. All right. So I just want

8 to make sure. So if I owe $12 million to

9 CBSG under the agreement, like HMC is

10 alleged to owe or close to 12 million,

11 and I stop making payments, correct?

12 A. Right.

13 Q. That's a default?

14 A. Yes.

15 Q. And that would be a default

16 that's told to investors, correct?

17 A. Yes.

18 Q. Okay. But if CBSG -- if my

19 client just decided, You know what? I'm

20 going to make $100 payment in June, July,

21 August or 500, that would not be

22 considered default, right?

23 A. I mean, your hypothetical

24 assumption is we're accepting that sort

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31 (Pages 118 to 121)

Page 118

1 of a deal, and it would be very unlikely

2 we would.

3 Q. Was HMC reported to

4 investors as a default?

5 A. In a subsequent period it

6 was recognized as factoring losses,

7 that's one that ends up on our report for

8 financials sent to investors.

9 Q. When?

10 A. That was done at the --

11 well, it's outside the scope of our

12 conversation, but it was done at the

13 beginning of the year.

14 Q. Beginning of 2020?

15 A. Yes.

16 Q. Why wasn't it reported in

17 May of 2020 when HMC stopped making

18 payments?

19 MR. BERMAN: Objection.

20 THE WITNESS: We had a long

21 series of negotiations trying to

22 work out the deal.

23 BY MR. HESKIN:

24 Q. Working out a deal when

Page 119

1 we're in litigation, filed suit, and --

2 A. Yeah. I mean, legally it's

3 been in default that entire time. The

4 recognition of the factoring losses

5 occurred --

6 THE REPORTER: I'm sorry.

7 The end of your question, it faded

8 out.

9 MR. HESKIN: The answer was

10 cut off.

11 THE WITNESS: Oh, the

12 recognition of the factoring

13 losses occurred in the subsequent

14 period.

15 BY MR. HESKIN:

16 Q. So I don't understand that.

17 My client stopped making payments in May

18 of 2019. We filed a lawsuit by at least

19 June of 2019 alleging that they weren't

20 in breach and that CBSG has engaged in a

21 criminal RICO conspiracy, and yet you

22 didn't tell investors that they were in

23 default until 2020?

24 A. Right. We had discussions

Page 120

1 with the client and we were working it

2 out with litigation. The recognition on

3 our financials occurred in the following

4 financial period.

5 Q. What negotiations occurred

6 in June?

7 A. We were working this out

8 during the time.

9 Q. What negotiations were

10 happening in July?

11 A. That's -- that's between

12 Brad and the client.

13 Q. Well --

14 A. You know better than I do.

15 I'm not the one conveying the

16 information, what the client will

17 negotiate. I'm just recognizing revenue

18 into --

19 Q. Well, you're the one that's

20 responsible for reporting to investors

21 whether a client is in default, right?

22 A. Yes.

23 MR. BERMAN: Objection.

24 BY MR. HESKIN:

Page 121

1 Q. Okay. And -- and you just

2 testified under oath that the reason you

3 didn't report to investors that my client

4 was in default until early 2020 was

5 because they were in negotiations for a

6 payment plan, right?

7 A. That's correct. As a part

8 of our financial -- audited financial

9 methodology, we had the ability to

10 consider clients, even if they're

11 underperforming, non-default for revenue

12 purposes into a subsequent period if it's

13 deemed by our collections and legal

14 department as not truly a default.

15 Q. All right. So my client

16 stopped making payments in May 2019, sued

17 your client --

18 A. Yeah.

19 Q. -- in June of 2019, and

20 hasn't made a payment since May of 2019.

21 A. Yeah.

22 Q. But you still didn't report

23 that to investors as being in default

24 because why?

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32 (Pages 122 to 125)

Page 122

1 MR. BERMAN: Object to the

2 form.

3 THE WITNESS: So keep in

4 mind, we're not sending default

5 numbers through our investors

6 on -- we're not sending the

7 audited financials to investors.

8 That's not a routine thing for us.

9 And reporting on default figures

10 are based on our financial

11 methodology. So we had no

12 requirement to do so based on our

13 financial methodology.

14 This is not just your

15 client, it's the routine course of

16 our business of when we recognize

17 default, because you can have the

18 other argument saying, Oh, you

19 guys are probably going to collect

20 that, why would you write it off

21 for taxes? You guys want to avoid

22 paying taxes on that investor or

23 that client?

24 So it's a little bit of

Page 123

1 balancing act both ways or we

2 truly want to recognize there's a

3 lost cause, and that's when we

4 right it off for the sake of

5 income. We didn't want to be too

6 aggressive and do so in 2019. If

7 that answers your question.

8 BY MR. HESKIN:

9 Q. Well, what about the concern

10 of being truthful with the -- the

11 investors, is that a concern?

12 MR. BERMAN: Objection.

13 THE WITNESS: That's right.

14 They understand our financial

15 methodology.

16 BY MR. HESKIN:

17 Q. So they understand that a

18 company can stop making payments, sue

19 your client alleging a RICO conspiracy,

20 file a counterclaim against CBSG claiming

21 that they owe my client money, and -- and

22 still not be in default. That's --

23 that's the understanding?

24 MR. BERMAN: Don't answer

Page 124

1 that. That's in violation of the

2 court order.

3 MR. HESKIN: How is that

4 a -- how is that a --

5 MR. BERMAN: Look at what

6 you're allowed to ask with respect

7 to communications with investors

8 and you tell me how any of those

9 falls within the scope. If I'm

10 wrong, I have the order right

11 here.

12 MR. HESKIN: I'm allowed --

13 specifically allowed to ask what's

14 being told to investors.

15 MR. BERMAN: No, you're not.

16 What it says is:

17 "The information Complete

18 Business Solutions Group shares

19 with potential and secured

20 investors regarding factoring loan

21 agreements. Pursuant to Section

22 2(d) above, this matter does not

23 include specific communications

24 with specific investors."

Page 125

1 You're asking for

2 specific --

3 MR. HESKIN: I'm not. I'm

4 not asking for specific investors.

5 I'm asking generally what are they

6 telling them?

7 MR. BERMAN: No, you are

8 not, you're asking specific

9 communications. I'm not arguing

10 with you. You have my

11 instruction.

12 MR. HESKIN: -- with my

13 client what is being told to the

14 investors.

15 MR. BERMAN: And I -- as I

16 asked you, show me where on the

17 order you're allowed to even talk

18 about that.

19 MR. HESKIN: You can

20 instruct him not to answer --

21 MR. BERMAN: Yup.

22 MR. HESKIN: -- at your own

23 risk.

24 MR. BERMAN: Listen, you

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33 (Pages 126 to 129)

Page 126

1 threatened me four times now. You

2 can call the judge any time you

3 want. Keep on threatening me.

4 It's really inappropriate in the

5 deposition.

6 I'm really okay with my

7 position. I read you the court

8 order. If you think it's wrong,

9 tell me. I'm happy to reconsider

10 right now.

11 MR. HESKIN: I think you're

12 wrong.

13 MR. BERMAN: Where in the

14 order allows you to do it?

15 MR. HESKIN: I'm allowed to

16 ask him what information is being

17 shared with investors.

18 MR. BERMAN: Where are

19 you -- where are you looking to

20 make that statement?

21 MR. HESKIN: Listen, I've

22 read the order, I've pointed it

23 out.

24 MR. BERMAN: You did not,

Page 127

1 you did not point out anything.

2 MR. HESKIN: I'm not

3 debating.

4 MR. BERMAN: You got it. I

5 just read you the applicable

6 provision. That's my instruction.

7 MR. HESKIN: You're

8 instructing him not to answer my

9 question?

10 MR. BERMAN: You heard my

11 instruction four times now and I

12 read you the applicable section of

13 the court order.

14 BY MR. HESKIN:

15 Q. I'm going to ask you the

16 question again.

17 Did CBSG -- when did CBSG

18 inform investors that my client was in

19 default?

20 MR. BERMAN: Objection.

21 You can answer, Joe, because

22 I think you've answered it. But

23 you can answer that one again.

24 THE WITNESS: Yeah, I

Page 128

1 never -- we recognized the default

2 in 2020. We never specifically

3 identified that client as being in

4 default. It's not part of our

5 practice there.

6 BY MR. HESKIN:

7 Q. So as of today you've never

8 informed investors that my client is in

9 default?

10 MR. BERMAN: Objection.

11 You don't have -- you

12 answered it, so --

13 THE WITNESS: Yeah. I mean,

14 we don't get into specific clients

15 that go into default. We're

16 looking at this as a large

17 portfolio when there's, you know,

18 thousands of clients. We don't

19 say that one particular client is

20 in default. We say, Here are the

21 numbers that represent our

22 defaults.

23 BY MR. HESKIN:

24 Q. Okay. And as of today, is

Page 129

1 my client in default or being considered

2 in default per your investors?

3 A. Yes.

4 Q. Yes. And when was it first

5 brought or considered as being in

6 default?

7 MR. BERMAN: Objection.

8 BY MR. HESKIN:

9 Q. In 2020?

10 A. No, it was considered in

11 default legally in -- last year, at

12 around probably May or June, right when

13 we got into this nonpayment situation.

14 Q. My question is about what

15 you're telling investors.

16 A. Yeah, financially it was

17 recognized as part of our default

18 methodology in this current year.

19 Q. What month?

20 A. February.

21 Q. And what happened in

22 February to make the determination that

23 HMC was suddenly in default?

24 A. It was deemed by our

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34 (Pages 130 to 133)

Page 130

1 collections, customer service and legal

2 team to be noncollectible, and there was

3 no likelihood, and this is under our

4 financial guidelines, of being able to

5 recover the asset in a near future point

6 in time.

7 Q. And who made that decision?

8 A. That is an accounting

9 decision. I made that decision.

10 Q. You made the decision?

11 A. I made the decision after

12 conferring with legal.

13 Q. Legal in-house or --

14 MR. BERMAN: You don't have

15 to answer that. Calls for

16 attorney/client communication --

17 attorney/client --

18 MR. HESKIN: I'm asking who.

19 MR. BERMAN: Yeah. Calls

20 for attorney/client privileged

21 communication. You're asking

22 directly about communications with

23 legal to make decisions about this

24 case.

Page 131

1 No, don't answer it.

2 BY MR. HESKIN:

3 Q. You're not going to tell me

4 who you discussed it with?

5 MR. BERMAN: Yeah, don't

6 answer it.

7 BY MR. HESKIN:

8 Q. Were they actually an

9 attorney admitted to practice law in the

10 Commonwealth of Pennsylvania?

11 MR. BERMAN: You can answer

12 whether you met with an attorney,

13 but you're not saying who, when,

14 where or what.

15 THE WITNESS: Yes, with an

16 attorney that was admitted in PA.

17 BY MR. HESKIN:

18 Q. And not disbarred?

19 A. Right.

20 Q. Did you -- did you ever

21 discuss this matter with Mr. Ring?

22 A. No.

23 Q. You know who Dan Ring,

24 right?

Page 132

1 A. Yes.

2 Q. He was acting as your

3 general counsel with this matter, right?

4 MR. BERMAN: Objection.

5 BY MR. HESKIN:

6 Q. Right?

7 A. Dan Ring was an attorney

8 representing CBSG, yes.

9 Q. During this time period,

10 right, May of 2019, right?

11 A. He was with us for two

12 months because he -- yeah.

13 Q. Because what?

14 A. Because he had an issue with

15 his CLE class that he didn't take.

16 Q. He wasn't actually a

17 licensed practicing attorney, right?

18 MR. BERMAN: Objection to

19 the extent it calls for

20 attorney/client, attorney work

21 product.

22 If that's where you form

23 your knowledge, you don't need to

24 answer.

Page 133

1 MR. HESKIN: It's a matter

2 of public record.

3 MR. BERMAN: Okay. You

4 heard my instruction. If you know

5 it from a public record, answer

6 it, Joe, but it's from

7 communications with attorneys, you

8 don't have to answer it. And I'm

9 sure Mr. Heskin wouldn't disagree

10 with that basic legal principle.

11 BY MR. HESKIN:

12 Q. Go ahead and answer it.

13 A. Yes, it was from a public

14 record.

15 Q. And how long -- how long did

16 Mr. Ring act as the general counsel for

17 CBSG while he was not licensed to

18 practice in the Commonwealth of

19 Pennsylvania?

20 MR. BERMAN: Objection.

21 THE WITNESS: He was

22 employed for two months under FSP,

23 and served as counsel through

24 CBSG, along with the other

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35 (Pages 134 to 137)

Page 134

1 attorneys on staff.

2 BY MR. HESKIN:

3 Q. And he specifically

4 represented and made communications with

5 my client during this time period, didn't

6 he?

7 A. Yes.

8 Q. And his signature line

9 represented that he was the general

10 counsel of CBSG, correct?

11 MR. BERMAN: Objection.

12 BY MR. HESKIN:

13 Q. Correct?

14 A. Yes.

15 Q. And at that time he was not

16 licensed to practice law in the

17 Commonwealth of Pennsylvania, correct?

18 MR. BERMAN: Objection.

19 THE WITNESS: Yes.

20 BY MR. HESKIN:

21 Q. Did you report it? Did

22 anyone report that to the Pennsylvania

23 Ethics Bar?

24 MR. BERMAN: Objection to

Page 135

1 the extent it calls for

2 attorney --

3 BY MR. HESKIN:

4 Q. That he was practicing law

5 without a license while he was disbarred?

6 MR. BERMAN: Objection, to

7 the extent it calls for

8 attorney/client work product.

9 THE WITNESS: No, he was,

10 terminated.

11 BY MR. HESKIN:

12 Q. The answer is what?

13 A. No, he was terminated.

14 Q. Okay. Can you complete your

15 answer?

16 A. Talking to me?

17 Q. Joe. To Joe.

18 A. My last response was no, he

19 was terminated.

20 Q. Okay. Who is responsible

21 for generating the payment history for a

22 merchant that goes into default and has a

23 COJ filed against them, who is

24 responsible for that?

Page 136

1 MR. BERMAN: Objection.

2 THE WITNESS: That's the

3 accounting department.

4 BY MR. HESKIN:

5 Q. You're in the accounting

6 department, right?

7 A. Yes.

8 Q. You're the head of the

9 accounting department, right?

10 A. Yes.

11 Q. So you're responsible for

12 generating that?

13 A. Yes, my department generates

14 it.

15 Q. Okay.

16 MR. HESKIN: Could the court

17 reporter pull up Exhibit No. 14?

18 BY MR. HESKIN:

19 Q. Can the witness see that?

20 This is the confession of judgment that

21 was filed against my client, right?

22 A. Yes.

23 Q. And did you approve this

24 filing?

Page 137

1 A. Yes.

2 Q. Do you see the date,

3 October 3rd, 2019?

4 A. Yes.

5 Q. Did you review this before

6 it was filed?

7 A. Yes.

8 Q. You did? You did, correct?

9 A. Yes.

10 Q. Did you review the entire

11 file?

12 A. Yes.

13 Q. Okay. And this was after

14 the first confession of judgment had

15 already been vacated, correct?

16 A. I believe so, yes.

17 Q. And this was after my client

18 stopped making payments in May of 2019,

19 correct?

20 A. Yes.

21 Q. And this was after my client

22 sued CBSG in June of 2019, correct?

23 A. Yes.

24 Q. Okay.

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Page 138

1 MR. HESKIN: Can you scroll

2 down to the next page? Next page.

3 Next page.

4 BY MR. HESKIN:

5 Q. All right. Do you see that,

6 it's signed by Jamie McElhone?

7 A. Yes.

8 Q. Did you give this document

9 to Ms. McElhone to sign?

10 A. John gave it to Jamie to

11 sign.

12 Q. Is that a wet ink signature

13 or is that a --

14 A. That looks like a wet ink

15 signature to me.

16 Q. Wet ink? Okay. Not a

17 DocuSign?

18 A. Yes.

19 Q. Got it. Thank you.

20 MR. HESKIN: Can you go to

21 the next page? All right. Notice

22 of right. Next page. Next page.

23 All right. Next page.

24 BY MR. HESKIN:

Page 139

1 Q. And again, this is a wet ink

2 signature?

3 A. It looks like it.

4 Q. Are you sure about that?

5 A. I'm not 100 percent sure,

6 but I'm saying it looks like it to me.

7 Q. Okay. You don't know one

8 way or the other?

9 A. Right.

10 Q. If I had a handwriting

11 expert compare this signature to the one

12 above it and they were exactly identical,

13 that would be a problem, right?

14 A. I'm not sure.

15 Q. You don't think -- so if

16 this is a cut-and-paste job, that would

17 be a problem, wouldn't it?

18 MR. BERMAN: Objection.

19 BY MR. HESKIN:

20 Q. Do you want to maybe --

21 maybe you might want to compare the

22 signatures. Take a good look at this

23 one. See where the J at the bottom cross

24 sects and circles the J and goes through

Page 140

1 the M in this signature? Do you see

2 that?

3 A. Yup.

4 Q. Okay. Let's go back up to

5 the next one above it.

6 MR. HESKIN: Can we go back

7 a couple?

8 THE TRIAL TECH: I think I

9 can do a -- cut the screen in

10 half.

11 MR. HESKIN: Why don't you

12 do that, yeah.

13 THE TRIAL TECH: Okay.

14 MR. HESKIN: Okay? Can you

15 move them closer?

16 THE TRIAL TECH: I think

17 that's as close as we can go.

18 BY MR. HESKIN:

19 Q. Can you see them?

20 A. I can see them, yeah,

21 partially.

22 Q. Can you --

23 MR. HESKIN: Is there a way

24 to move the -- the video screen so

Page 141

1 that -- oh, there you go. And do

2 the other one next to it or at the

3 bottom?

4 THE TRIAL TECH: Absolutely.

5 BY MR. HESKIN:

6 Q. Do you see that?

7 A. Yes.

8 Q. It looks remarkably similar,

9 no?

10 A. Yeah, I can't tell.

11 Q. Are you sure that

12 Ms. McElhone actually signed this and

13 this wasn't a cut-and-paste job?

14 MR. BERMAN: Objection.

15 THE WITNESS: I am not sure.

16 BY MR. HESKIN:

17 Q. Huh?

18 A. I am not sure.

19 Q. Was Ms. McElhone in the

20 office at the time this was filed?

21 A. I'm not sure.

22 Q. Are you -- are you aware of

23 the odds of someone making two signatures

24 that -- in wet ink that are exactly

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37 (Pages 142 to 145)

Page 142

1 identical?

2 A. No.

3 Q. Do you know it's almost

4 impossible?

5 A. No, I don't know that.

6 Q. Okay. So you understand

7 that she testified or her signature

8 appears on this under penalties of

9 perjury, right, and falsification --

10 let's read this:

11 "Signor understands the

12 statements herein are made subject to,"

13 let's pull that up. "Made subject to the

14 penalties of 18," I can't really see

15 that, "relating to unsworn falsifications

16 to authorities." Right?

17 Do you see that?

18 A. Right.

19 Q. Did she sign this?

20 A. It looks like it.

21 Q. It looks like it. It looks

22 like she signed it twice, doesn't it?

23 A. Yup.

24 Q. Exactly the same, huh?

Page 143

1 A. Yeah.

2 Q. Okay. So if I ask her --

3 put her on the stand at trial and ask her

4 whether or not she physically signed

5 this, she's going to tell me she did,

6 right?

7 A. I'm not sure.

8 Q. You're not sure?

9 A. No.

10 Q. This doesn't trouble you at

11 all?

12 A. I'm not sure. I can't

13 interpret that.

14 Q. Okay. It troubles me.

15 MR. BERMAN: Go ahead,

16 Shane.

17 BY MR. HESKIN:

18 Q. You're in the accounting

19 department, right?

20 MR. BERMAN: No one wants to

21 hear your commentary. Ask a

22 question.

23 BY MR. HESKIN:

24 Q. You authorized this, right?

Page 144

1 A. No.

2 Q. I thought just a few

3 words -- a few minutes back you said you

4 authorized the filing of this document

5 and you reviewed it and you reviewed the

6 whole thing?

7 A. Yes, I reviewed the whole

8 thing.

9 Q. Okay. And you were

10 including these signatures?

11 A. Right. I authorized it in

12 the sense that I confirmed with legal

13 that it was fine to file.

14 Q. Okay. All right.

15 A. I did not review the

16 signatures.

17 Q. Okay. Are you going to --

18 are you okay with this? Are you going to

19 do anything to correct this?

20 A. I'm okay with it. As I

21 understand it, they're both signed

22 documents.

23 Q. Okay. All right.

24 MR. HESKIN: Can we go back

Page 145

1 to the screen we were at before.

2 BY MR. HESKIN:

3 Q. And I assume when I look at

4 the other judgments that were actually

5 filed by CBSG during this same time

6 period, none of these signatures are

7 going to be identical to this because

8 that would really be impossible, right?

9 A. I'm not sure.

10 Q. Wouldn't that be a problem

11 if I go back and I look at the other COJs

12 and find out that these wet ink

13 signatures are exactly the same?

14 MR. BERMAN: Objection. Do

15 you have a question about this

16 case? Because I think that's what

17 your deposition is.

18 BY MR. HESKIN:

19 Q. During this time period. I

20 want to know if this was actually --

21 MR. BERMAN: Okay, Shane.

22 BY MR. HESKIN:

23 Q. -- sworn to under oath by

24 Ms. McElhone or if this was a

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38 (Pages 146 to 149)

Page 146

1 cut-and-paste job by someone in your

2 accounting department?

3 A. This is not prepared by

4 accounting, this is a legal function.

5 John Hartley prepared this document.

6 Q. Okay. I thought I heard

7 earlier that accounting was responsible

8 for it.

9 A. No, you said payment

10 history.

11 Q. Okay.

12 MR. HESKIN: Can we go back

13 to the full document now? I'm

14 glad you talked about that.

15 MR. BERMAN: You like to

16 hear yourself talk with

17 commentary. Is this what this is?

18 MR. HESKIN: He raised a

19 good point. I'm glad.

20 MR. BERMAN: Yeah.

21 MR. HESKIN: Go to the next

22 page. Next page.

23 BY MR. HESKIN:

24 Q. Do you see any problems --

Page 147

1 MR. HESKIN: No, no, no.

2 Keep it there.

3 BY MR. HESKIN:

4 Q. Do you see any problems on

5 this page?

6 A. No.

7 Q. No -- no problems on this

8 page?

9 A. No.

10 Q. Is that your answer, there's

11 no problems on this page?

12 A. No, none that I understand

13 as a problem.

14 Q. Do you see the certification

15 of addresses?

16 A. Yes.

17 Q. "The undersigned hereby

18 certifies of record that the precise

19 addresses of defendant is HMC."

20 Do you see that?

21 A. Yes.

22 Q. And then below it --

23 MR. HESKIN: Can you

24 highlight that for me? Not that

Page 148

1 one, the address of plaintiff.

2 THE WITNESS: Yeah, I see

3 it.

4 BY MR. HESKIN:

5 Q. Any problems with that?

6 A. No.

7 Q. No problem with that?

8 A. No.

9 Q. You testified earlier today

10 that CBSG doesn't have a physical

11 presence in Philadelphia.

12 A. It does not have a physical

13 presence in Philadelphia. The servicing

14 entity which services CBSG has a physical

15 presence in Philadelphia and facilitates

16 communications on behalf of CBSG using

17 that address.

18 Q. But this is a certification

19 of address. It says that the

20 plaintiff -- the plaintiff is not Full

21 Spectrum, right?

22 A. Right.

23 Q. Who is -- who is the

24 plaintiff?

Page 149

1 A. CBSG.

2 Q. And where does CBSG have an

3 office?

4 A. Florida.

5 Q. Doesn't have an office at 20

6 North 3rd Street, does it?

7 A. No.

8 Q. This is a false

9 certification, isn't it?

10 MR. BERMAN: Objection. I

11 think he's answered this.

12 But you can answer again.

13 THE WITNESS: No, I don't

14 believe so.

15 BY MR. HESKIN:

16 Q. Why isn't it false? If

17 Complete Business Solutions Group does

18 not have a physical presence in the

19 Commonwealth of Pennsylvania, how is this

20 not a fraudulent representation to the

21 court of Philadelphia?

22 MR. BERMAN: Objection.

23 But you can answer it again

24 for the third time.

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39 (Pages 150 to 153)

Page 150

1 THE WITNESS: Under our

2 operating agreements, they have

3 the capacity to serve documents

4 for CBSG by Full Spectrum.

5 BY MR. HESKIN:

6 Q. That's not Complete Business

7 Solutions Group's address, correct?

8 A. Correct. There's no

9 physical lease or address legally there

10 for CBSG. It's being conducted by our

11 servicing entity located at that address.

12 Q. Does this say that?

13 A. No, it's just an address.

14 Q. Okay. It's just an address?

15 A. Yeah, you're not going to

16 put in the relationship for the servicing

17 entity on an address line.

18 Q. Do you have an understanding

19 of whether or not there's a requirement

20 under the Pennsylvania Rules of Civil

21 Procedure that the plaintiff actually

22 be -- have a physical presence in the

23 Commonwealth of Pennsylvania in order to

24 file a confession of judgment against

Page 151

1 someone?

2 MR. BERMAN: Objection. Are

3 you asking for a legal conclusion

4 on that?

5 MR. HESKIN: I'm asking for

6 his understanding.

7 MR. BERMAN: You're asking

8 him a legal question with a legal

9 conclusion after he's answered

10 your question multiple times. You

11 don't like it so you want to keep

12 making up laws, but that's fine.

13 BY MR. HESKIN:

14 Q. Do you have that

15 understanding?

16 A. No, I do not.

17 Q. Okay. And is -- how many

18 times between February of 2018 and May

19 of -- or October of 2019 has CBSG

20 represented to the Commonwealth of

21 Pennsylvania that it has a physical

22 location located in Philadelphia?

23 MR. BERMAN: Objection.

24 THE WITNESS: I don't think

Page 152

1 we represent we have a physical

2 location in Philadelphia, just a

3 servicing agreement with our

4 operating entity.

5 BY MR. HESKIN:

6 Q. And you'll agree with me

7 that -- that doesn't say that Complete

8 Business Solutions has a servicing agent

9 at that location, right?

10 MR. BERMAN: Objection.

11 But you can answer it, Joe.

12 THE WITNESS: Yeah, it does

13 not say that.

14 BY MR. HESKIN:

15 Q. Okay. Is CBSG still making

16 this representation to the courts of

17 Pennsylvania?

18 MR. BERMAN: Objection. You

19 don't have to answer that.

20 MR. HESKIN: Are you

21 instructing him not to answer?

22 MR. BERMAN: I am. Read the

23 order.

24 MR. HESKIN: Got it.

Page 153

1 BY MR. HESKIN:

2 Q. Do you have any problem with

3 this representation to the court, do you

4 think it's accurate?

5 A. No, I have no problem.

6 Q. You think it's accurate?

7 A. Yes, under our operating

8 agreement.

9 Q. Under your operating

10 agreement, Complete Business Solutions

11 Group is located at 20 North 3rd Street?

12 A. No, the operating agreement

13 reflects that the servicing entity is

14 located there and it can represent via

15 mailing where it is located.

16 Q. So it does -- so CBSG does

17 have a physical location in --

18 MR. BERMAN: Objection.

19 THE WITNESS: No, the -- by

20 this, I mean the operating entity,

21 Full Spectrum Processing.

22 BY MR. HESKIN:

23 Q. Isn't this just a scam to

24 evade paying property taxes and taxes to

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40 (Pages 154 to 157)

Page 154

1 the City of Philadelphia?

2 MR. BERMAN: Objection.

3 BY MR. HESKIN:

4 Q. Isn't it?

5 A. Taxes?

6 Q. No, income taxes to the City

7 of Philadelphia.

8 A. No, it's not a scam.

9 Q. It's not a scam? Well, what

10 actually happens in Florida?

11 A. We have a business -- an

12 office in Florida.

13 Q. What happens there?

14 A. You need to be more clear

15 about what "happens there" means.

16 Q. Does anything happen there?

17 I mean, you've got an office there. Is

18 it an office that's just a mail drop or

19 do people actually go there and work?

20 A. We have an office and we had

21 people at the time that were working

22 there, yes.

23 Q. Who? Who works there?

24 A. Lisa works there.

Page 155

1 Q. Did she work there from

2 February 2018 until October of 2019?

3 A. Yes.

4 Q. Every day?

5 A. No.

6 Q. How often?

7 A. For the duration of the time

8 that we had an office in Miami.

9 Q. What did she actually do

10 there for CBSG?

11 A. She worked with our sales

12 organization located there.

13 Q. Okay. And what were her

14 responsibilities?

15 A. Facilitate communications

16 and manage operations with those

17 individuals in that entity.

18 Q. Okay. And how many hours a

19 day did she spend physically at the

20 office in Florida?

21 A. I'm not saying she's

22 regularly in the office every day, I'm

23 saying when she is there, that's what she

24 does.

Page 156

1 Q. How often is she there?

2 A. A few times a month.

3 Q. A few times a month?

4 A. Yes.

5 Q. What's the address in

6 Florida where she worked out of between

7 February '18 and October 2019?

8 A. For that time period, the

9 office was, to the best of my

10 recollection, 30900 Northeast Boulevard

11 in Aventura, and I forget the suite

12 number. But it's 3500 or the third

13 floor.

14 Q. Is that a virtual office

15 space?

16 A. A physical office.

17 Q. Okay. It was a bulk office

18 space, right, where it's shared with

19 other companies, right?

20 A. We had a lease exclusive to

21 our unit.

22 Q. How big was it?

23 A. About 2,500 square feet.

24 Q. Okay. And the only person

Page 157

1 that worked there was Lisa?

2 A. Yes, but we also had sales

3 reps that were working for that office

4 employed under a separate entity.

5 Q. Okay. So let me get this

6 straight: It's a Delaware -- CBSG is a

7 Delaware corporation, right? Just

8 incorporated in Delaware, right?

9 A. Yes.

10 Q. Okay. And during the entire

11 time that my client entered into the

12 agreements with CBSG from February 2018

13 through roughly May of 2019, CBSG had one

14 office located in Florida, correct?

15 A. That's correct.

16 MR. BERMAN: Objection.

17 BY MR. HESKIN:

18 Q. And that was their only

19 physical location, correct?

20 MR. BERMAN: Objection.

21 THE WITNESS: Yes.

22 BY MR. HESKIN:

23 Q. And CBSG's only employee was

24 Ms. McElhone, correct?

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41 (Pages 158 to 161)

Page 158

1 A. That's right.

2 Q. Okay. And Ms. McElhone

3 worked out of Florida, correct?

4 A. Yes.

5 Q. And she is the sole owner of

6 the company, correct?

7 MR. BERMAN: Objection.

8 THE WITNESS: We went over

9 that. It's the trust that owns

10 it.

11 BY MR. HESKIN:

12 Q. Okay. And the trust is in

13 her name only, correct?

14 A. She's the grantor of the

15 trust.

16 Q. She's the manager of the

17 trust, right?

18 A. No, we went over that as

19 well, there's an attorney.

20 Q. Okay. And she makes the

21 decisions, correct, for CBSG?

22 A. Yes.

23 Q. And she's a resident of

24 Florida?

Page 159

1 A. Yes.

2 Q. Because Florida doesn't have

3 state income tax, correct?

4 A. I'm not sure.

5 Q. All right. So she's a

6 resident of Florida, CBSG has a Florida

7 office and only one office in Florida,

8 correct?

9 A. Yes.

10 Q. And its only employee works

11 out of Florida, correct?

12 A. Yes.

13 Q. Okay. And its sales staff

14 works out of Florida, right?

15 MR. BERMAN: Objection.

16 THE WITNESS: It's not its

17 sales staff, there's a third-party

18 sales entity that worked out of

19 that office.

20 BY MR. HESKIN:

21 Q. What's the name of it?

22 A. There were a couple that

23 went in.

24 Q. Okay. And who -- who

Page 160

1 runs -- and how many different aspects of

2 CBSG are there? Does it just do

3 factoring?

4 A. Yes.

5 Q. It doesn't also run other

6 businesses that it acquires through these

7 factoring agreements?

8 A. No.

9 Q. It doesn't do that?

10 A. No, it does not do that.

11 Q. Who is Anthony Ron?

12 A. Anthony is an FSB employee.

13 Q. What's his real name?

14 A. Anthony Ron Fazio.

15 Q. And what's his role at CBSG,

16 if any?

17 A. He does not work for CBSG.

18 Q. He does not work for -- got

19 it. He works for Full Spectrum, right?

20 A. That's correct.

21 Q. Does he do collections on

22 behalf of CBSG?

23 A. Yes, through Full Spectrum.

24 Q. And does Full Spectrum

Page 161

1 manage businesses on behalf of CBSG?

2 A. No.

3 Q. Had CBSG ever acquired a

4 small business as a result of defaulting

5 on a factoring agreement?

6 A. No.

7 Q. Did CBSG ever try and enter

8 into a partnership with my client?

9 A. No.

10 Q. Never proposed an ownership

11 interest in HMC?

12 A. No.

13 Q. Okay. And I assume that

14 CBSG has never engaged in loan-to-own

15 tactics, right?

16 A. No.

17 Q. It's never tried to seek

18 ownership of a company as a result of

19 defaulting on one of the factoring

20 agreements, right?

21 A. No, it has not.

22 Q. You're not aware of that?

23 A. No.

24 Q. Okay. How many Anthonys

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42 (Pages 162 to 165)

Page 162

1 work at Full Spectrum?

2 MR. BERMAN: Objection. Are

3 you now limiting it to

4 February 2018 to --

5 MR. HESKIN: Yes,

6 absolutely.

7 MR. BERMAN: Okay.

8 THE WITNESS: In

9 Philadelphia, there's a lot of

10 Anthonys.

11 BY MR. HESKIN:

12 Q. I know there's Anthony Fazio

13 and then there's other Anthony that comes

14 up. I don't know if they're one and the

15 same.

16 A. Unless I'm remembering

17 incorrect, I think Anthony Fazio is the

18 only employee of Full Spectrum named

19 Anthony.

20 Q. Okay. So maybe they are one

21 and the same.

22 So Anthony Ron goes by both

23 Anthony Ron and Anthony Fazio?

24 A. It's my understanding his

Page 163

1 full name is Anthony Ron Fazio.

2 Q. And has Mr. Fazio ever been

3 convicted of a crime?

4 A. Not to my knowledge.

5 Q. You're not aware of any

6 criminal convictions of Mr. Fazio?

7 A. No.

8 Q. And you are aware that

9 Mr. LaForte has criminal convictions,

10 right?

11 A. Yes.

12 Q. And does Mr. LaForte have

13 any managerial responsibilities over CBSG

14 through his relationship with Full

15 Spectrum?

16 A. No.

17 MR. BERMAN: Objection.

18 BY MR. HESKIN:

19 Q. No?

20 A. No.

21 Q. Does Mr. LaForte do anything

22 on behalf of Full Spectrum for CBSG?

23 A. No.

24 Q. Does Mr. LaForte have any

Page 164

1 involvement in CBSG?

2 A. He works through our sales

3 entity.

4 Q. What's that?

5 A. Recruiting and Marketing

6 Resources.

7 Q. Okay. And does Mr. LaForte,

8 through Recruiting and Marketing

9 Resources, have any managerial

10 responsibilities of CBSG?

11 MR. BERMAN: Objection.

12 THE WITNESS: No.

13 BY MR. HESKIN:

14 Q. No? Does Mr. LaForte have

15 any responsibility for CBSG?

16 MR. BERMAN: Objection.

17 THE WITNESS: No.

18 BY MR. HESKIN:

19 Q. Through any entity?

20 A. No.

21 Q. Does Mr. LaForte have any

22 involvement of any kind with CBSG?

23 A. Yes, through the sales

24 entity.

Page 165

1 Q. Okay. Can you describe

2 that, what those responsibilities

3 involve?

4 A. He's director of sales and

5 manages relations with our clients.

6 Q. And is he an owner of CBSG?

7 A. No.

8 Q. And you're aware that he

9 holds himself out to investors as an

10 owner of the company, right?

11 MR. BERMAN: Objection.

12 THE WITNESS: Yes.

13 BY MR. HESKIN:

14 Q. Yes?

15 A. Yes, he's represented that

16 before.

17 Q. To investors?

18 A. Yes.

19 Q. And you know that's false,

20 right?

21 A. Yes.

22 Q. And he knows that's false,

23 right?

24 A. Yes.

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43 (Pages 166 to 169)

Page 166

1 MR. BERMAN: Shane, could

2 you just take this exhibit down so

3 we can actually see each other?

4 MR. HESKIN: I'm sorry. I

5 want to go back to it.

6 MR. BERMAN: Yeah, that's

7 fine.

8 MR. HESKIN: But we can take

9 it down for now.

10 BY MR. HESKIN:

11 Q. All right. I think that's

12 all I need to know on that.

13 And does Mr. LaForte

14 represent to investors that he has his

15 own money invested in CBSG?

16 MR. BERMAN: Objection.

17 THE WITNESS: Not to my

18 understanding.

19 BY MR. HESKIN:

20 Q. What's that?

21 A. Not to my understanding.

22 Q. Does Mr. LaForte have money

23 invested in CBSG?

24 A. No.

Page 167

1 Q. No?

2 A. No.

3 Q. Does Mr. LaForte have money

4 invested in the MCA fund?

5 A. No.

6 Q. If he told investors that he

7 has $80 million invested in CBSG, that

8 would be a false representation, correct?

9 MR. BERMAN: Objection.

10 THE WITNESS: Yes.

11 BY MR. HESKIN:

12 Q. That would be false?

13 A. Yes.

14 Q. That would be knowingly

15 false, correct?

16 MR. BERMAN: Objection.

17 THE WITNESS: Yes.

18 Technically it's incorrect.

19 BY MR. HESKIN:

20 Q. Okay. Let's go back to

21 the -- let's go back to -- let me ask you

22 this: Has Mr. LaForte ever made the

23 representation that he owns CBSG to

24 investors in front of you?

Page 168

1 A. Yes.

2 Q. Did you correct that

3 representation?

4 A. No, not immediately.

5 Q. Why not?

6 A. Because we're in front of

7 other people.

8 Q. You didn't see a problem

9 with that?

10 A. No.

11 MR. HESKIN: Let's go back

12 to that other exhibit. All right.

13 Let's go down to the next page.

14 BY MR. HESKIN:

15 Q. And then it says again,

16 plaintiff is Complete Business Solutions

17 Group, Inc., doing business at 20 North

18 3rd Street, Philadelphia, Pennsylvania

19 19106.

20 Do you see that?

21 A. Yes.

22 Q. You reviewed and approved

23 this filing, didn't you?

24 A. Yes.

Page 169

1 Q. Is that a knowingly false

2 statement?

3 A. No, it's through our

4 servicing entity.

5 Q. Complete Business Solutions

6 Group is a servicing entity?

7 A. No, through our servicing

8 entity, as I explained, using that

9 address.

10 Q. They're not actually located

11 at 20 North 3rd Street, right?

12 A. Correct.

13 MR. HESKIN: Go to the next

14 page.

15 BY MR. HESKIN:

16 Q. Paragraph 12 says:

17 "Defendant is in default of

18 continuing interest at the rate of 6

19 percent per annum in the amount of" --

20 MR. HESKIN: Can you undo

21 that because I can't see it that

22 way.

23 BY MR. HESKIN:

24 Q. "In the amount of 279,531

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 43 of

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44 (Pages 170 to 173)

Page 170

1 from May 9, and as of the filing of the

2 complaint in confession of judgment."

3 Do you see that?

4 A. Yes.

5 Q. $279,000, that's the amount

6 they're in default?

7 A. Yes. For that line item.

8 Q. Okay. Did you confirm that?

9 A. Yes.

10 Q. That's a true statement?

11 A. Yes.

12 Q. You reviewed it?

13 A. Yes.

14 Q. And as the 30(b)(6)

15 representative, you agree with that

16 statement?

17 A. Yes.

18 Q. That's truthful and

19 accurate?

20 A. Yes.

21 Q. Okay. And then 13, it says:

22 "Attorney's fees in the

23 amount of 578,396, and a domestication

24 fee in the amount of $650 are owed by

Page 171

1 defendant to plaintiff pursuant to the

2 agreements."

3 Do you see that?

4 A. Yes.

5 Q. Where in the agreement does

6 it say they're entitled to a $650

7 domestication fee?

8 A. It doesn't say that specific

9 amount. It lists remedies as part of

10 legal and proceedings related to

11 collections.

12 Q. Okay. Did -- did CBSG

13 actually domesticate the judgment in

14 Maryland?

15 MR. BERMAN: Objection.

16 THE WITNESS: I'm not sure.

17 BY MR. HESKIN:

18 Q. Well, as of this date,

19 right, you're representing that this fee

20 has been incurred or will be incurred,

21 right?

22 A. Yes.

23 Q. This is October of 2019 and

24 we're now in July 30th -- or June 30th,

Page 172

1 2020. Has this fee been incurred?

2 A. Only as part of this

3 proceeding, not on the books.

4 Q. But -- no, did -- was the

5 $650 domestication fee actually incurred

6 by CBSG?

7 MR. BERMAN: Objection.

8 BY MR. HESKIN:

9 Q. You approved this.

10 A. Yeah, there's certainly

11 fees. I'm not sure specifically that

12 amount is the precise amount that we had

13 incurred. I believe it's the amount

14 detailed as a part of our schedule of

15 fees associated with collection remedies

16 through this agreement.

17 Q. I got it. So I'll look at

18 the schedule of fees and I'll see a $650

19 domestication fee, is that your

20 testimony?

21 MR. BERMAN: Objection.

22 THE WITNESS: That isn't the

23 amount, but it's the amount it's

24 describing.

Page 173

1 BY MR. HESKIN:

2 Q. Okay. So are you taking the

3 position that you're entitled to a $650

4 domestication fee even if you don't

5 domesticate the fee?

6 A. It's attorneys' fees and a

7 domestication fee. So the attorneys' fee

8 is in the amount of that $578,000 number

9 and a domestication fee in the amount of

10 650.

11 Q. As of October of 2019, the

12 date of this confession, had CBSG

13 actually occurred $578,000 in attorneys'

14 fees?

15 MR. BERMAN: Objection.

16 THE WITNESS: We incurred

17 fees, yes.

18 BY MR. HESKIN:

19 Q. $578,000 in attorneys' fees

20 as of October 2019? Really?

21 A. Yeah. We paid fees to our

22 lawyers, yeah.

23 Q. Okay. So I just want to

24 make sure I got this right. You're the

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 44 of

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45 (Pages 174 to 177)

Page 174

1 one that approved this filing, right?

2 Right?

3 A. Yes.

4 Q. You read it?

5 A. Yes.

6 Q. You approved it, right?

7 A. Yes.

8 Q. You're in accounting, right?

9 A. Yes.

10 Q. You're the CFO of the

11 company, right?

12 A. Right.

13 Q. You're representing here or

14 CBSG is representing here that attorneys'

15 fee in the amount of $578,000 have been

16 incurred.

17 Do you see that?

18 MR. BERMAN: Objection.

19 THE WITNESS: Yes.

20 BY MR. HESKIN:

21 Q. And you're representing

22 under oath right now that that -- that as

23 of the filing of this date, CBSG had

24 incurred $578,000 in attorneys' fees?

Page 175

1 MR. BERMAN: Objection.

2 BY MR. HESKIN:

3 Q. Correct?

4 A. Not -- not necessarily

5 incurred, but there's a reserve for that

6 and related costs estimated for this

7 client.

8 Q. Does it say that?

9 A. No. That's the definition

10 of why we have that amount.

11 Q. Well, how did you come up

12 with that amount?

13 A. It's based on the

14 proportionality of the referables in

15 question and the extent of the case.

16 Q. Okay. Well -- well, who

17 calculated that?

18 A. That was done with legal and

19 accounting.

20 Q. And how was it calculated?

21 A. Based on a reasonable

22 estimate on cost of proceedings required

23 to do the litigation. I believe we'll

24 actually be in excess of that amount.

Page 176

1 Q. You're going to be in excess

2 of $600,000 to litigate this case?

3 A. Yes.

4 Q. Have you incurred $578,000

5 in fees to this date as we sit here to

6 date?

7 A. Yes.

8 Q. You have? On this account?

9 A. I don't know if it's

10 specifically to this account, but we've

11 definitely incurred that in general fees.

12 Q. Well, I'm not talking about

13 general. I'm talking about with respect

14 to this particular litigation, has CBSG

15 come -- remotely come close to spending

16 $578,000 in attorneys' fees? Because

17 that's what it represented to the court.

18 MR. BERMAN: Shane, read the

19 language. But whatever.

20 Joe, objection. Answer the

21 question.

22 THE WITNESS: Yes. In my

23 understanding when you would

24 calculate all the in-house counsel

Page 177

1 and third-party counsel retained

2 to work on this on a per hour

3 litigation cost, we have incurred

4 578, and we'll likely incur more

5 than that by the time we're done

6 with the proceedings.

7 BY MR. HESKIN:

8 Q. On this particular case,

9 right?

10 A. On this particular case,

11 yes.

12 Q. All right.

13 MR. HESKIN: Let's go to the

14 next one go back real quick.

15 Let's go back. I'm sorry.

16 BY MR. HESKIN:

17 Q. It says here:

18 "16. See Exhibit H for each

19 factoring agreements' payment history."

20 Do you see that?

21 A. Yes.

22 Q. Who prepared Exhibit H, that

23 would be accountant, right?

24 A. Where is Exhibit A?

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46 (Pages 178 to 181)

Page 178

1 Q. H.

2 A. Oh, H. I don't see it.

3 Q. All right. It's the

4 factoring agreement payment history,

5 right?

6 A. That's an accounting

7 function.

8 Q. And that's within your

9 department, right?

10 A. Yes.

11 Q. Your responsibility, you're

12 the head of that department?

13 A. Yes.

14 Q. Okay.

15 MR. HESKIN: Can you go to

16 the next page? And next page?

17 BY MR. HESKIN:

18 Q. Do you see verification? We

19 already discussed that, right?

20 A. Yes.

21 Q. This is yet another one that

22 seems to have the exact same signature,

23 right?

24 A. Yes.

Page 179

1 Q. So that's three in the same

2 document that has identical signatures,

3 right?

4 A. It looks similar to me, yes.

5 Q. Okay. And again, this is

6 verified under penalties related to

7 unsworn falsification to authorities,

8 right?

9 A. Right.

10 Q. Okay.

11 MR. HESKIN: Next one.

12 That's Exhibit A. Let's keep

13 ongoing. Go all the way to the

14 end. I want to see if we can get

15 to Exhibit H. Scroll all the way

16 down to the end. Go to the last

17 page. Can you go to the last page

18 of the document? Just quickly

19 going?

20 THE TRIAL TECH: Trying.

21 MR. HESKIN: This is the one

22 I wanted to go to. So go back a

23 few. All right. So this is good.

24 All right. Go to the -- yeah,

Page 180

1 keep on going back. Back, back,

2 back, back, back, back, back.

3 Okay. That's good.

4 BY MR. HESKIN:

5 Q. So this is Exhibit H.

6 Do you see that?

7 A. Yes.

8 Q. And this is a document that

9 was filed with the Philadelphia Court of

10 Common Pleas under penalties of false

11 sworn statements, right? Right?

12 A. Yes.

13 Q. Okay. And this was reviewed

14 by you, right?

15 A. Yes.

16 Q. And this is an accounting

17 document that would have been prepared by

18 someone underneath you or by you, right?

19 A. Yes.

20 Q. Okay.

21 MR. HESKIN: Can you go to

22 the next page?

23 BY MR. HESKIN:

24 Q. All right. And this will

Page 181

1 reflect -- we talked earlier about

2 various agreements and that at the time

3 that this was filed originally in May

4 of 2019, that there had been four missed

5 payments on each of the agreements,

6 right?

7 MR. BERMAN: Objection.

8 BY MR. HESKIN:

9 Q. Right?

10 A. No, you're making that

11 assumption.

12 Q. No, I'm --

13 A. You defined a default as

14 being four missed payments and then

15 you're assuming that's what occurred with

16 every single one of these deals.

17 Q. I'm sure the record is

18 clear. If you want to retract your

19 statement now, you can.

20 MR. BERMAN: Okay. Listen,

21 objection. Mischaracterization.

22 Do you have a question you want to

23 ask him?

24 BY MR. HESKIN:

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47 (Pages 182 to 185)

Page 182

1 Q. Sure. Can you -- can you --

2 here's exhibit -- on this loan, which

3 is --

4 MR. BERMAN: Objection.

5 BY MR. HESKIN:

6 Q. -- 8/28/18, can you show me

7 how many missed payments there were?

8 MR. BERMAN: Objection.

9 THE WITNESS: This doesn't

10 show it on this page.

11 MR. HESKIN: Okay. Let's go

12 to the next page.

13 BY MR. HESKIN:

14 Q. Do you see that finance fee?

15 A. Yes.

16 Q. What's your understanding of

17 a finance fee?

18 A. It's a fee negotiated with

19 the client usually as part of a

20 restructure and modification.

21 Q. You're an accountant, right?

22 A. Yes.

23 Q. What's your understanding of

24 what a finance fee is?

Page 183

1 A. It's a fee assessed that we

2 have as part of negotiations with our

3 clients.

4 Q. It's not a factor rate is

5 it?

6 A. No, it's a fixed fee.

7 Q. Okay. And did you get an

8 agreement from HMC that authorized that

9 finance fee?

10 A. No, I believe there were

11 communications with the client.

12 Q. Who came up with the amount

13 of that finance fee?

14 A. It was discussed with the

15 client.

16 Q. And -- it was? When?

17 A. Subsequently and several

18 times after confirming via phone and

19 email on her current balances, especially

20 when we had a meeting in May to go over

21 the entire history of her payments and

22 total outstanding balances.

23 Q. Well, this is dated

24 November 8, '18, right?

Page 184

1 A. That's right. Kara knew

2 about this.

3 Q. Oh, she did? Did she know

4 about it in November of '18?

5 A. Yes. She's very diligent

6 about reconciling her accounts and fees

7 assessed.

8 Q. Okay. And I suppose there's

9 an email communicating that finance fee

10 to her?

11 A. It may just be verbal, but

12 there should be documentation for the

13 communication of the reconciliation on

14 those fees.

15 Q. Okay. How was it

16 calculated?

17 A. It was based on the total

18 outstanding, not just this transaction.

19 Q. Well, what's the formula?

20 A. There isn't a formula. A

21 negotiation is verbally conducted over

22 the phone.

23 Q. And so it's CBSG's word

24 versus Kara's word, right?

Page 185

1 A. Right. But at the end of

2 the day, they were in agreement, and she

3 confirmed the total outstanding balances.

4 Q. Where was -- who -- who

5 negotiated that fee with HMC?

6 A. It was likely through Joe

7 and Kara's conversations.

8 Q. Well, not likely. As the

9 30(b)(6) rep, who had that conversation?

10 A. We had several people

11 involved with communications with her

12 company, both in accounting,

13 underwriting, sales, and her accounting

14 department along with her.

15 Q. In November of '18 when that

16 $472,356.60 finance fee was charged to my

17 client's account, who made the

18 determination to charge it and who that

19 had conversation with my client?

20 MR. BERMAN: Objection.

21 THE WITNESS: I believe the

22 determination was made between

23 Kara and the sales representative

24 Joe.

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48 (Pages 186 to 189)

Page 186

1 BY MR. HESKIN:

2 Q. Okay. And it's your

3 testimony as CBSG's 30(b)(6) witness that

4 Kara agreed to the finance fee?

5 A. Yes, along with several

6 other expenses as part of this history of

7 transactions we've had with her.

8 Q. And you understand that she

9 in this litigation vehemently disagrees

10 with that?

11 MR. BERMAN: Objection.

12 BY MR. HESKIN:

13 Q. Right?

14 A. She did not show any

15 disagreement when it was confirmed with

16 her and her accounting team before.

17 Q. Where in the agreement does

18 it allow for a finance fee?

19 A. The finance fee is allowed

20 under the schedule of fees in the back of

21 the agreement under the appendix.

22 Q. Okay. So that's where I'm

23 going to find this?

24 A. They have the capacity to

Page 187

1 negotiate these fees.

2 Q. Okay. So I'm going to find

3 it in the schedule?

4 A. Yes.

5 MR. BERMAN: Objection.

6 BY MR. HESKIN:

7 Q. Okay. And there's a formula

8 there?

9 A. No, there is no formula. As

10 I said, it's a negotiation.

11 Q. Okay. And this negotiation

12 was it memorialized in writing?

13 A. It was especially for

14 subsequent transactions is included and

15 part of the transaction on the subsequent

16 MCA agreement.

17 Q. With respect to this

18 specific agreement, was it ever

19 memorialized in writing that my client

20 accepted this fee?

21 A. Not to my understanding.

22 Q. Did you understand that in

23 the agreement it says that any

24 modifications to the agreement must be in

Page 188

1 writing?

2 MR. BERMAN: Objection.

3 THE WITNESS: Yes.

4 BY MR. HESKIN:

5 Q. Okay. But the modification

6 was never provided in writing, right?

7 MR. BERMAN: Objection.

8 THE WITNESS: I'm not sure.

9 BY MR. HESKIN:

10 Q. Well, as the 30(b)(6) rep,

11 are you aware of any writing

12 memorializing this modification to the

13 agreement?

14 A. I'm not aware.

15 Q. All right. So we looked at

16 the first page, no missed payments,

17 second page, no missed payments.

18 MR. HESKIN: Can we go to

19 the next page?

20 BY MR. HESKIN:

21 Q. Do you see any missed

22 payments here?

23 A. No.

24 MR. HESKIN: Go to the next

Page 189

1 page.

2 BY MR. HESKIN:

3 Q. Any missed payments?

4 A. No.

5 MR. HESKIN: Go to the next

6 page.

7 BY MR. HESKIN:

8 Q. Any missed payments?

9 A. No.

10 Q. This is through May 7, '19,

11 right?

12 A. Yes.

13 MR. HESKIN: Go to the next

14 page.

15 BY MR. HESKIN:

16 Q. Do you see the full payments

17 going through May 16, 2019?

18 A. Yes.

19 Q. Okay. And --

20 A. Those last three payments

21 were returned. So effectively, the last

22 effective payment was 5/13/19.

23 Q. Got it. There hasn't been

24 four missed payments, right?

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49 (Pages 190 to 193)

Page 190

1 A. No, there are more than four

2 missed payments. What the schedule

3 doesn't reflect are the daily

4 requirements for these payments to be

5 made.

6 Q. Okay. What --

7 A. The payments were required

8 to replace the ones that were missed

9 along with the additional payments

10 subsequent to those payments.

11 Q. Okay. So --

12 A. We're talking about hundreds

13 of missed payments at this point.

14 Q. There are hundreds of missed

15 payments?

16 A. Yes.

17 Q. On this agreement?

18 A. You have a daily obligation,

19 and you made a payment last effective

20 5/13, and then the next effective payment

21 was 7/5.

22 Q. Okay. I'm not talking about

23 that. I'm talking about as of the date

24 of the original filing, which was -- I

Page 191

1 believe it was on May 16th or May 19th.

2 A. Uh-huh.

3 Q. There weren't four missed

4 payments, correct?

5 MR. BERMAN: Objection.

6 THE WITNESS: There's

7 missing payments no matter how you

8 cut it there.

9 BY MR. HESKIN:

10 Q. There weren't four, correct?

11 A. I'm not sure on the specific

12 dates because the obligations are just

13 business dates. So if it's a 5/19

14 business date and the last effective

15 payment was done on 5/13, there could be

16 four missed payments then.

17 Q. Okay. So are you -- are you

18 claiming that there were four missed

19 payments at the time of the first COJ

20 filing?

21 A. It looks like there were,

22 but I'm unable to see based on the

23 business dates on that calendar time.

24 Q. Do you see anything that

Page 192

1 troubles you about this document?

2 A. No.

3 Q. No?

4 A. No.

5 Q. Do you know this document

6 was filed in October of 2019?

7 A. No, I didn't know the

8 specific date.

9 Q. Well, I think it's October

10 something of 2019.

11 A. Right.

12 Q. Maybe October 16th. And

13 this was something that was generated by

14 your department, right?

15 A. Yes.

16 Q. We talked earlier about how

17 if a client is continuing to make small

18 payments on a loan even though they're in

19 legal default, that you wouldn't consider

20 that to be in default with respect to the

21 investors, correct?

22 MR. BERMAN: Objection.

23 THE WITNESS: Correct, they

24 were not considered in default,

Page 193

1 right.

2 BY MR. HESKIN:

3 Q. Yeah. Isn't there something

4 strange here? Last three entries?

5 A. No, not to my understanding.

6 Q. Not -- to your

7 understanding? You don't find that

8 strange?

9 A. No.

10 Q. Did my client make a payment

11 of $560 on July 5th, 2019?

12 A. Yes, that's what we have

13 recorded.

14 Q. It is. That's not a

15 fraudulent entry?

16 A. No.

17 MR. BERMAN: Objection.

18 THE WITNESS: My

19 understanding is that was made.

20 BY MR. HESKIN:

21 Q. How did you get your

22 understanding?

23 A. From the people making the

24 collections on those payments.

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50 (Pages 194 to 197)

Page 194

1 Q. You understand that

2 Ms. DiPietro had filed an action in June

3 of '19 and that we actually were in

4 litigation as of June and she stopped

5 making payments in May, right?

6 MR. BERMAN: Objection.

7 THE WITNESS: No.

8 BY MR. HESKIN:

9 Q. Oh. How in the world did

10 she start making these random payments

11 all of a sudden in small amounts in July,

12 August, September? Doesn't that seem odd

13 to you?

14 A. No, I don't know how they

15 were made.

16 Q. And I wonder, I just wonder

17 if we ran this again and we -- we went

18 through October '19, November '19,

19 December '19, whether or not there were

20 going to be other mysterious payments

21 reflected in your book.

22 MR. BERMAN: Is that a

23 question?

24 MR. HESKIN: Is it?

Page 195

1 MR. BERMAN: I don't know.

2 I don't hear a question. I hear

3 musing, but I hear you.

4 BY MR. HESKIN:

5 Q. You don't think that's odd?

6 A. No.

7 Q. Is this a pattern -- is this

8 common practice amongst CBSG to fabricate

9 payments that one actually made?

10 MR. BERMAN: Objection.

11 THE WITNESS: No.

12 BY MR. HESKIN:

13 Q. It's not a common?

14 A. It's not a common practice,

15 no.

16 Q. You don't think this is a

17 fabricated payment history?

18 A. No, I do not think so.

19 Q. You reviewed it and you

20 authorized this, right?

21 A. Yes.

22 Q. You think my client made a

23 $50 payment on September 4, 2019?

24 A. The payment is more than

Page 196

1 that because you're looking at one deal

2 out of the numerous deals she has.

3 Q. All right. You think my

4 client made a -- whatever payment during

5 the pendency of litigation when she's

6 saying that you owe them money?

7 A. Yes.

8 Q. Okay. What did you do to

9 prepare for -- for that topic, the

10 payments made?

11 A. I reviewed this schedule

12 along with the others.

13 Q. So if I were to request bank

14 statements from CBSG, they'd show a wire

15 or some sort of deposit or payment from

16 my client to your client on these dates?

17 MR. BERMAN: Objection.

18 THE WITNESS: Yes.

19 BY MR. HESKIN:

20 Q. And you reviewed them and

21 confirmed that those payments were

22 actually made?

23 A. Yes.

24 Q. You have?

Page 197

1 A. Yes.

2 Q. You've confirmed that my

3 client made a payment on July 5th, 2019

4 to CBSG? That's your testimony under

5 oath?

6 MR. BERMAN: Objection.

7 THE WITNESS: Yes.

8 BY MR. HESKIN:

9 Q. And your testimony under

10 oath is that my client made a payment on

11 August 2nd, 2019 in the amount of $250?

12 That's your testimony under oath?

13 MR. BERMAN: Objection.

14 THE WITNESS: It's not 250.

15 Again, it's going to be multiple

16 payments, multiple deals that we

17 divide the payments to.

18 BY MR. HESKIN:

19 Q. I'm going to find a payment

20 coming out of my client's bank account

21 showing that she made a payment while

22 she's in the pendency of litigation,

23 right?

24 A. It was recorded at the time.

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Page 198

1 I don't know when it came out of her

2 account.

3 Q. Did you produce your --

4 CBSG's bank statements reflecting these

5 payments in this litigation?

6 A. I'm not sure.

7 Q. Have you seen the actual

8 physical payment? You said you confirmed

9 it.

10 A. No, I don't process the

11 actual physical payments myself.

12 Q. How was it paid? Was it

13 paid by check, was it paid by wire, ACH?

14 A. I'm not sure.

15 Q. But you confirmed it so how

16 do you know it happened?

17 A. We reconciled the account.

18 We have audited financials. Lots of

19 people take a look at this and make sure

20 those are recorded and reconciled every

21 month.

22 Q. Were these payments provided

23 to Clifton?

24 MR. BERMAN: Who?

Page 199

1 BY MR. HESKIN:

2 Q. Clifton, your auditor.

3 A. Yes. They took a look at

4 it, yes.

5 Q. You provided -- so when

6 Clifton audits your books, do they look

7 at the actual bank statements or do they

8 just trust what you provide them in the

9 sheets?

10 A. They look at the bank

11 statements. It's a financial audit.

12 Q. So Clifton, if I were to

13 subpoena Clifton and put them under oath,

14 they would confirm that these payments

15 were made?

16 A. Yes.

17 Q. Okay. Got it. And just for

18 the record, Clifton, what's their full

19 name?

20 A. The accounting firm is

21 called Clifton Larson Allen.

22 Q. Okay. What are their

23 responsibilities?

24 A. To do financial audits for

Page 200

1 our company, CBSG.

2 Q. Okay. And those audits are

3 used to provide to investors, correct?

4 A. No. We do not generally

5 provide our audited financial statements

6 to investors.

7 Q. Okay. Who do you -- who do

8 you provided audited financial statements

9 to?

10 A. They're for internal use.

11 Q. They're not provided to any

12 tax authorities?

13 A. They could be if they

14 requested it, but they are not.

15 Q. Are they used for tax

16 purposes?

17 A. No.

18 Q. How are the MCA agreements

19 accounted for on the books and records of

20 CBSG?

21 MR. BERMAN: Which ones are

22 you referring to? Are you talking

23 about Kara?

24 MR. HESKIN: I'm just

Page 201

1 talking about generally.

2 MR. BERMAN: General

3 practices and procedures?

4 MR. HESKIN: Yeah.

5 MR. BERMAN: Okay.

6 You can answer that, Joe.

7 THE WITNESS: They're

8 recorded under GAAP guidance.

9 BY MR. HESKIN:

10 Q. Okay. And they're recorded

11 as a receivable or liability?

12 A. For what, the merchant

13 assets, the receivables that we are

14 purchasing from Kara?

15 Q. Yup.

16 A. Of course they're recorded

17 as a receivable.

18 Q. They're recorded as an asset

19 or a receivable or both?

20 A. A receivable is an asset.

21 Q. Okay. And how is the

22 payment to Ms. DiPietro or HMC or a

23 merchant recorded?

24 MR. BERMAN: Objection.

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Page 202

1 THE WITNESS: You need to

2 clarify what you mean there.

3 BY MR. HESKIN:

4 Q. The principal, how is that

5 recorded, an expense?

6 A. No. Why would you record a

7 payment as an expense? That's a --

8 Q. You're giving them money,

9 right? You're giving them a million

10 dollars, how do you -- how do you record

11 that on your books?

12 A. It's a receivable.

13 Q. By giving away a million?

14 I'm talking about when you fund someone,

15 you give them a million dollars and then

16 you get back 1.5.

17 A. Yes.

18 Q. When you get back the 1.5,

19 you're saying that's -- that's a

20 receivable, I get that.

21 A. Yes.

22 Q. How are you accounting for

23 the million dollars that you're giving?

24 A. That's part of the

Page 203

1 receivable.

2 Q. I'm not following that.

3 Isn't that a cost or an expense?

4 A. No. If you put out an

5 asset, you have a contra asset on your

6 books. A contra asset is satisfied by

7 the receivable, both the portion for the

8 contra asset and the income portion in

9 the receivable.

10 We send a million bucks out,

11 $500,000 markup in your example.

12 Q. Yup.

13 A. A million five coming back.

14 Q. Sure.

15 A. The income portion is 500,

16 the receivable portion is 1.5, and the

17 portion sent out is the contra asset.

18 Q. So when -- how do you

19 account for the --

20 A. You're going to see $500,000

21 of revenue, not including any kind of

22 deferral adjustments, and $1 million

23 receivable as part of the invoice.

24 Q. Isn't the amount that you're

Page 204

1 giving the merchant an expense or a cost?

2 A. No, it's not a cost. A cost

3 is an actual --

4 Q. You're giving them a million

5 dollars. It's cash out the door, right?

6 A. That is not a cost, that's a

7 liability by the client. It's booked as

8 a receivable.

9 Q. The money that you're giving

10 them is booked as a receivable?

11 A. Yeah. I mean, this is kind

12 of basic. The -- I don't know if you

13 want me to answer in a metaphor or

14 explain that further.

15 Q. That's fine. However you

16 can explain it, I just don't get it. I

17 mean, just from a practical sense the way

18 I'm looking at it --

19 A. Pretend I'm in a rental car

20 business and I've got a $50,000 car that

21 I rent out. I've given them $50,000, but

22 I expect, I don't know, $500 for the

23 rental income, right? So on my assets I

24 have an exposure of $50,000 for that

Page 205

1 receivable, right? They've got to give

2 me back the car, I'm out 50 grand if they

3 take the car and crash it or whatever,

4 and it's not covered under insurance. So

5 on my balance sheet I'm reporting a

6 receivable for that total amount, plus

7 the $500 revenue.

8 In my example to you, a

9 million dollars is similar to a car.

10 You're taking this, you're using it, it's

11 part of a liability to you for a

12 receivable on our end. There's no

13 expense there. An expense is defined by

14 capital outflows that are part of running

15 a business. That's not part of running

16 the business, that's effectively the

17 rental car we have on this. It's not a

18 perfect analogy, but the treatment of it

19 is not as an expense.

20 Q. Okay.

21 A. And no accountant is going

22 recognize outgoing factoring money as

23 anything else but a receivable.

24 Q. Okay. I guess -- I guess

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53 (Pages 206 to 209)

Page 206

1 the experts are going to have to wrestle

2 that one down because --

3 A. That's standard, you know,

4 AICPA guidance on that.

5 Q. Yeah. I'm sure -- I'm sure

6 you're right. It's just too complicated

7 to for me to understand so --

8 A. It's not a cost because it's

9 capital outflow, is not as part of

10 running the business. It's effectively

11 the balance -- it's a balance sheet

12 transaction. It's going from your cash

13 to your funding receivables, contra

14 asset, back into receivables. Those are

15 your journal entries.

16 Q. Okay.

17 A. As part of that last journal

18 entry where you're putting it back into

19 receivables, that's when you book the

20 finance fee income as part of the $1.5

21 million receivable.

22 Against that, let's say

23 there's 1,000 payments or 100 payments,

24 you get 100 -- you know, $15,000 payments

Page 207

1 against that to make it whole.

2 Q. Yeah. And I saw something

3 in your expert report in this case, or

4 maybe it was were Fleetwood, but the --

5 you know, what was the -- at the end of

6 the day, what -- what does CBSG's balance

7 sheet look like? For example, at the end

8 of 2018 when -- during the timeframe of

9 my client, did -- did CBSG's liabilities

10 exceed its assets?

11 MR. BERMAN: Objection. You

12 don't have to answer that.

13 MR. HESKIN: I'm trying to

14 figure out how these are recorded.

15 MR. BERMAN: That's not your

16 question. So ask a question

17 that's confined within what the

18 court allowed. Asking about their

19 profitability, which is what you

20 just asked, is not allowed.

21 BY MR. HESKIN:

22 Q. Theoretically you are, the

23 way you're describing that, saying that

24 these are all booked as receivables and

Page 208

1 not as costs, so theoretically your books

2 should show that you guys have net gains

3 and net profits on your balance sheets,

4 that you're positive, not negative,

5 right?

6 MR. BERMAN: You -- just to

7 be clear on my instruction, and

8 the same instruction I'll give

9 here, you can discuss the

10 accounting treatment of income and

11 losses. You do not need to answer

12 a question about the end result of

13 the books and records of CBSG.

14 So you can answer that.

15 THE WITNESS: Go ahead, if

16 you want to clarify.

17 BY MR. HESKIN:

18 Q. Yeah. What does it look

19 like? I mean, does -- so at the end of

20 the day, are the -- when you're treating

21 it like this, do you have net -- because

22 when you treat it this way, your

23 receivables should exceed your costs,

24 right?

Page 209

1 A. The receivables should

2 always exceed the cost.

3 Q. Yeah.

4 A. I mean, if you're going to

5 net a profit, your receivables should

6 always exceed your costs, but I think

7 you're mixing up balance sheet items from

8 income statement items. They're two

9 separate things. There is no cost to

10 sending money out. I can give you a

11 million bucks, I'm going to charge you a

12 fee associated with that million bucks.

13 The only expense on your end is that fee,

14 not the million dollars. That's a

15 balance sheet liability. You have to

16 book that as a liability. That's

17 standard practice for accounting.

18 You're not going to be able

19 to take a tax write off because you

20 borrowed a million dollars and now you

21 paid it back as an expense, you're only

22 going to be able to write off the expense

23 portion of that transaction.

24 Q. All right. So how does CBSG

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54 (Pages 210 to 213)

Page 210

1 convey that to its investors? Do they

2 convey, tell investors that they're

3 solvent or insolvent?

4 MR. BERMAN: Objection.

5 You don't have to answer

6 that.

7 MR. HESKIN: I'm perfectly

8 allowed to ask what information

9 they're telling their investors.

10 MR. BERMAN: No, you're not.

11 MR. HESKIN: I'm --

12 MR. BERMAN: It says the

13 information, complete -- shares

14 the potential and secured

15 investors regarding factoring loan

16 agreements.

17 So if you want to ask that,

18 that's not your question though.

19 You're asking about the balance

20 sheet. That's a different

21 question. That you're not allowed

22 to ask.

23 BY MR. HESKIN:

24 Q. Are you -- are you refusing

Page 211

1 to answer that question?

2 MR. BERMAN: Maybe the court

3 reporter can read back the

4 question.

5 (Pertinent portion of the

6 record is read.)

7 MR. BERMAN: Yes, you don't

8 have to answer that. That's my

9 instruction.

10 BY MR. HESKIN:

11 Q. I'm asking you personally,

12 not on behalf of CBSG. Have you ever

13 been present when CBSG has represented

14 whether it's solvent or insolvent to

15 investors?

16 MR. BERMAN: Yes, that's my

17 same instruction. You don't have

18 to answer that question.

19 BY MR. HESKIN:

20 Q. Are you refusing to answer

21 that question?

22 MR. BERMAN: I gave him that

23 instruction.

24 BY MR. HESKIN:

Page 212

1 Q. Is CBSG presently solvent?

2 MR. BERMAN: You absolutely

3 don't need to answer that. Same

4 instruction per the court order.

5 MR. HESKIN: You're saying

6 that I cannot ask -- when my

7 client has a claim against your

8 client for many millions of

9 dollars, I can't ask whether or

10 not your client is currently

11 solvent?

12 MR. BERMAN: You can't ask

13 it even if there -- if there was a

14 court order not in place, but here

15 thankfully I don't need to get

16 into mental gyrations with you

17 like that. There's a court order.

18 So no, you're not allowed to

19 talk about any more on investors

20 than what I already read to you

21 per the court order. If you have

22 a problem, the judge I'm sure is

23 available.

24 MR. HESKIN: You understand

Page 213

1 that I have a claim for punitive

2 damages in this case?

3 MR. BERMAN: Yeah. You have

4 a court order here on this point.

5 So you had all the opportunity in

6 the world to make arguments to the

7 judge about that. The judge

8 issued an order dated March 4th,

9 2020.

10 MR. HESKIN: Yup. And I

11 don't see anything in there that

12 prohibits me from asking whether

13 or not they are solvent.

14 MR. BERMAN: You can -- I'm

15 not going any further. I read you

16 the --

17 MR. HESKIN: You're

18 instructing him not to answer.

19 You say you have a court order.

20 Show me the provision in the court

21 order that prevents me from asking

22 him about solvency.

23 MR. BERMAN: What you're

24 asking about is communications

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55 (Pages 214 to 217)

Page 214

1 with investors about whether or

2 not they're solvent.

3 MR. HESKIN: That is not my

4 question. I'm asking right now --

5 MR. BERMAN: No, that was

6 your question. So if you have

7 something else you want to ask,

8 ask and I'll decide how to

9 instruct him. Your question dealt

10 with what did they tell investors.

11 BY MR. HESKIN:

12 Q. Is CBSG solvent as you sit

13 here today?

14 MR. BERMAN: You don't have

15 to answer that question because

16 it's not in the relevant time

17 period per the court order.

18 BY MR. HESKIN:

19 Q. Was CBSG solvent in 2018?

20 MR. BERMAN: You can answer

21 that, Joe, generally.

22 THE WITNESS: Yes.

23 BY MR. HESKIN:

24 Q. What was CBSG's net worth in

Page 215

1 2018?

2 MR. BERMAN: Don't answer

3 the question.

4 BY MR. HESKIN:

5 Q. Was CBSG solvent in 2019?

6 A. Yes.

7 Q. Is CBSG currently solvent?

8 MR. BERMAN: Don't answer

9 the question.

10 MR. HESKIN: On what basis

11 are you instructing him?

12 MR. BERMAN: There's a court

13 order.

14 You know what, Joe? Answer

15 it. I don't want to get into a

16 fight about it. Is solvent or

17 not? How about that?

18 THE WITNESS: Yes.

19 MR. HESKIN: Thank you.

20 BY MR. HESKIN:

21 Q. How do you know that?

22 A. Because we look at the

23 financials on a regular basis. We

24 understand and track the health of the

Page 216

1 company day-to-day.

2 Q. Okay. Has CBSG had to

3 layoff any employees due to the pandemic?

4 MR. BERMAN: Objection.

5 You don't have to answer

6 that.

7 MR. HESKIN: It goes to

8 punitive damages.

9 MR. BERMAN: You don't have

10 to answer that. There's a court

11 order about the time period of

12 relevance in this case.

13 Don't answer it.

14 MR. HESKIN: All right.

15 Let's just take a quick break.

16 We'll come back in 15. Let's go

17 'til 1:40.

18 MR. BERMAN: How long do you

19 think you're going to be?

20 MR. HESKIN: All day.

21 MR. BERMAN: When you

22 continue asking questions that

23 have no relevance about pandemic

24 time periods, I guess that's why

Page 217

1 we'd be wasting time.

2 MR. HESKIN: We'll be here

3 all day.

4 MR. BERMAN: That's great.

5 MR. HESKIN: Thank you.

6 1:40.

7 (Recess.)

8 BY MR. HESKIN:

9 Q. I want to just go back to

10 when you first came to CBSG back in 2012.

11 Since that time -- how were you first

12 hired by CBSG? Who was your contact?

13 Was it Lisa?

14 A. No. I spoke with Joe.

15 Q. How did you meet Joe?

16 A. Let's see what did I do? I

17 responded to an ad for employment on

18 line. He responded to my resume and said

19 that his wife has this business in

20 Philadelphia, he'd like to bring me in

21 for an interview.

22 Q. Okay. And that business was

23 founded at sometime around 2012?

24 A. Yes.

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Page 218

1 Q. The same time that you --

2 was CBSG already founded at that time or

3 did you guys create it together?

4 A. No, it was already founded.

5 Q. It was already founded?

6 Okay.

7 Did you ever speak with

8 Lisa?

9 A. Yes.

10 Q. When's the first time you

11 met Lisa?

12 A. My interview.

13 Q. Okay. Where was your

14 interview, was it in Pennsylvania?

15 A. Yes.

16 Q. And was Joe there?

17 A. Yes.

18 Q. Who -- anyone else?

19 A. Yes.

20 Q. Who?

21 A. A bunch of people.

22 Employees of the business.

23 Q. Okay. In the timeframe 2018

24 to 2019, did you have frequent

Page 219

1 conversations with Lisa?

2 A. Yes.

3 Q. How many?

4 A. Every day.

5 Q. Concerning -- you spoke to

6 Lisa every day?

7 A. Yeah.

8 Q. And specifically with

9 respect to the operation and management

10 of CBSG?

11 A. Yes.

12 Q. And those communications

13 were by phone I assume since she lives in

14 Florida, right?

15 A. Phone, email, yeah.

16 Q. Okay. But they -- those

17 communications would occur from you being

18 in Philadelphia and her being in Florida,

19 right?

20 A. Yes.

21 Q. Okay. And -- so you have --

22 are you in email contact with her every

23 day?

24 A. Yes.

Page 220

1 Q. Concerning the factoring of

2 CBSG's business?

3 A. The factoring?

4 Q. Yeah, the factoring. Isn't

5 that what you guys do, the sale of

6 receivables is the factoring.

7 A. Yeah, yeah.

8 Q. Say that again?

9 A. Yes. It's the general

10 course of doing business.

11 Q. You understand what

12 factoring is?

13 A. You said the factoring of

14 CBSG. I didn't know what you meant by

15 that.

16 Q. My bad. So you'll agree

17 with me that, you know, CBSG's principal

18 if not sole purpose of business is

19 factoring, right?

20 A. Yes.

21 Q. Okay. And it's been doing

22 factoring since 2012 when it first

23 incepted?

24 A. Yes.

Page 221

1 Q. That's all it does, right,

2 is factoring?

3 A. That's right.

4 Q. What did you do -- so you're

5 answering my question on personal

6 knowledge yourself, right, that you

7 personally have direct email

8 conversations or communications with Lisa

9 on a daily basis, correct?

10 A. That's right.

11 Q. Okay. So if I were to look

12 at your emails, I'd find emails, text

13 messages, et cetera, between you and Lisa

14 every day?

15 A. Yes.

16 Q. And they would relate to the

17 management and control of CBSG, correct?

18 A. Of course.

19 Q. Okay. And if I subpoenaed

20 your phone records. I'd find numerous

21 phone records of you having conversations

22 with Lisa on a daily basis, right?

23 A. Yes.

24 Q. Actively involved, right?

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57 (Pages 222 to 225)

Page 222

1 A. Of course.

2 Q. And she is actively involved

3 from Florida, which is her place of

4 residency, right?

5 A. Yes.

6 Q. And she makes decisions on

7 behalf of CBSG, right?

8 A. That's right.

9 Q. And she decides what

10 investments to enter into or -- correct?

11 A. I'm not sure what you mean.

12 Q. I get confused, too, because

13 we're talking about investments versus

14 creditors, you know. Who is going to

15 fund CBSG. She makes those decisions,

16 right?

17 A. You're saying she makes

18 decisions in regards to people who lend

19 money to CBSG?

20 Q. Yes.

21 A. Yes.

22 Q. All right. And she's been

23 intimately involved in that, correct?

24 A. Yes.

Page 223

1 Q. And she would have done that

2 from Florida, right?

3 A. Yeah. I mean, she's up

4 here, too, but it's back and forth.

5 Q. But when she's here in

6 Florida -- when she's up here in

7 Pennsylvania, she has a house in

8 Pennsylvania, right?

9 A. Right.

10 Q. And she -- does she still

11 operate Lacquer Lounge?

12 A. Yes.

13 Q. That's her principal

14 business, isn't it?

15 MR. BERMAN: Objection.

16 THE WITNESS: One of them.

17 BY MR. HESKIN:

18 Q. One of them?

19 A. Yes.

20 Q. Okay. And she still does --

21 is active in the daily management of

22 Lacquer Lounge, correct?

23 A. I mean, not necessarily

24 daily management. There's people that

Page 224

1 run it, she just checks in.

2 Q. Are you the CFO of Lacquer

3 Lounge?

4 A. Yes, through the agreement.

5 The same as with CBSG.

6 Q. So Lacquer Lounge is run

7 through Recruiting Management Resources

8 or is it run through Full Spectrum?

9 A. That's right. Full Spectrum

10 provides the accounting for Lacquer

11 Lounge.

12 Q. And you in turn do it on its

13 behalf, correct?

14 A. Yeah, on -- on the operating

15 agreement's behalf. We do the

16 accounting.

17 Q. Got it. Is there anyone

18 other than Lisa who makes decisions on

19 behalf of CBSG?

20 MR. BERMAN: Objection.

21 THE WITNESS: No.

22 BY MR. HESKIN:

23 Q. She's the sole decision

24 maker?

Page 225

1 A. No. Directors and myself,

2 Jamie and her.

3 Q. Well, I just asked you if

4 there's anyone else who makes decisions

5 on behalf of CBSG and you said no.

6 A. I'm not sure what you meant.

7 Q. Okay. So --

8 A. The directors of the company

9 are Lisa, myself and Jamie. Those are

10 the only decision makers in the business.

11 We do have departments, and it depends on

12 how granular you want to get about

13 decisions, you know.

14 Q. She has -- she has ultimate

15 say, correct?

16 A. Of course.

17 Q. So if she says you should

18 invest in this company or you should take

19 money from that company, she's the

20 ultimate backstop, she's the one that

21 makes that decision, right?

22 MR. BERMAN: Objection.

23 THE WITNESS: Yeah, I'm not

24 sure what you mean by invest.

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Page 226

1 BY MR. HESKIN:

2 Q. It's get money to fund CBSG.

3 She's the ultimate decision maker?

4 A. If we borrow money from

5 someone, she knows every single person

6 before we do a loan.

7 Q. Does she sign off on it?

8 A. No, I sign that.

9 Q. You sign it on behalf of

10 CBSG?

11 A. That's right.

12 Q. Have you ever heard of A

13 Better Financial Plan?

14 A. Yes.

15 Q. Who is A Better Financial

16 Plan?

17 MR. BERMAN: Objection.

18 Generally as long as it complies

19 with the scope of the order.

20 BY MR. HESKIN:

21 Q. Go ahead.

22 A. What's that?

23 MR. BERMAN: I might add,

24 the scope of order does not allow

Page 227

1 him to talk about any investors

2 with specificity under CBSG. So

3 that's covered.

4 You don't have to answer it.

5 MR. HESKIN: I'm just asking

6 who they are.

7 MR. BERMAN: Right. My

8 point was, Joe, if it complies

9 with the scope of the order, you

10 can answer his direct question.

11 THE WITNESS: If it's not

12 specific to -- if it is

13 specifically pertaining to an

14 investor, then I should not or I

15 can't?

16 MR. BERMAN: His general

17 question was, I think, who is A

18 Better Financial Plan? That's his

19 question.

20 THE WITNESS: A Better

21 Financial Plan is an investment

22 custodian in Ambler.

23 BY MR. HESKIN:

24 Q. Not an investor, right?

Page 228

1 MR. BERMAN: Investor in?

2 Are you asking if he's --

3 MR. HESKIN: My

4 understanding is that, they're a

5 broker. They're the ones that are

6 responsible for telling and

7 communicating information to other

8 investors?

9 MR. BERMAN: Again, if this

10 is talking about specific

11 investments in --

12 MR. HESKIN: No, no.

13 MR. BERMAN: You can be cute

14 with your words. You're asking

15 about investors in CBSG.

16 Don't answer the question.

17 MR. HESKIN: My

18 understanding, Brett, is that A

19 Better Financial Plan is not an

20 investor. They are simply --

21 MR. BERMAN: You have my

22 instruction.

23 MR. HESKIN: They're a

24 broker who conveys information to

Page 229

1 the actual investors.

2 MR. BERMAN: Got it. You

3 have my instruction.

4 MR. HESKIN: Am I right or

5 am I wrong?

6 MR. BERMAN: Are you asking

7 about their role at CBSG? If

8 that's what you're asking --

9 MR. HESKIN: I'm asking him

10 in good faith to tell me who A

11 Better Financial Plan is. I know

12 who they are and I'm asking it in

13 good faith. I think the answer is

14 correct, it's within the scope

15 so...

16 MR. BERMAN: Yeah. My

17 instruction is if you're talking

18 about anything to do with specific

19 investors or vehicles of investors

20 into CBSG, do not answer the

21 question, Mr. Cole.

22 THE WITNESS: All right. I

23 can't answer it then.

24 BY MR. HESKIN:

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59 (Pages 230 to 233)

Page 230

1 Q. You can't answer it because

2 A Better Financial Plan is an investor?

3 MR. BERMAN: Objection.

4 Don't answer questions about

5 specific investors. Look at the

6 court order. He has my answer.

7 BY MR. HESKIN:

8 Q. Who is Chessler Holdings?

9 MR. BERMAN: Objection. If

10 it's also talking about specific

11 investors in the group, I would

12 not answer.

13 BY MR. HESKIN:

14 Q. Can you answer my question?

15 A. Chessler Holdings is a fund

16 in Sarasota.

17 Q. Is a what?

18 A. It's a fund in Sarasota.

19 Q. Okay. And how are they

20 related to CBSG?

21 A. They are not.

22 Q. They don't have any

23 involvement in CBSG whatsoever?

24 A. No.

Page 231

1 Q. Have they ever?

2 A. No.

3 Q. Is there a reason why on

4 their website they purport to have an

5 interest in Par Funding?

6 A. We've been in discussions.

7 MR. BERMAN: He asked you a

8 very specific question, and if

9 this deals with a specific

10 investment in CBSG or anything

11 beyond the time scope of the

12 period set forth in Judge

13 Sanchez's order, do not answer the

14 question.

15 THE WITNESS: Oh, yeah. I

16 can't answer that then.

17 BY MR. HESKIN:

18 Q. Okay. Was Chessler Holdings

19 involved with any of the agreements

20 involving my client, HMC?

21 A. No.

22 Q. Where is Chessler Holdings

23 located?

24 A. Sarasota.

Page 232

1 Q. Have you had direct

2 conversations with Chessler Holdings?

3 MR. BERMAN: Joe, don't

4 answer the question pursuant to

5 the court order.

6 BY MR. HESKIN:

7 Q. Are you refusing to answer?

8 A. Yes.

9 MR. BERMAN: Pursuant to a

10 court order. I'm instructing him

11 not to answer.

12 MR. HESKIN: We can agree to

13 disagree with that.

14 MR. BERMAN: The order says

15 what it says. You're violating

16 the court order by asking these

17 questions.

18 MR. HESKIN: I don't know

19 that I am.

20 MR. BERMAN: I'm pretty sure

21 you are. I wouldn't be giving the

22 instruction not to answer. I

23 follow court orders.

24 MR. HESKIN: We can agree to

Page 233

1 disagree with that.

2 MR. BERMAN: That's fine.

3 Do whatever you need to do. Call

4 the judge now if you'd like.

5 BY MR. HESKIN:

6 Q. Who is Colin Parone?

7 A. Colin Parone? Oh, he was an

8 employee for Full Spectrum.

9 Q. You say he was, as in the

10 past tense?

11 A. Yes, he was terminated.

12 Q. He's no longer an employee?

13 A. Yes.

14 Q. When was he terminated?

15 A. A few months ago.

16 Q. Why was he terminated?

17 A. What's that?

18 MR. BERMAN: Hold on. You

19 said he was terminated a few

20 months ago as an employee? Don't

21 answer the question.

22 BY MR. HESKIN:

23 Q. Are you refusing to answer

24 whether --

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Page 234

1 MR. BERMAN: Yes, pursuant

2 to a court order, yes.

3 MR. HESKIN: We can disagree

4 with your interpretation of that.

5 MR. BERMAN: That's great.

6 Don't answer the question.

7 THE WITNESS: It's outside

8 of the scope, right? This is only

9 through the end of 2019.

10 MR. BERMAN: Correct. He

11 can agree or disagree. He's

12 violating a court order by wasting

13 our time asking these questions.

14 BY MR. HESKIN:

15 Q. You do understand you're

16 being put up in your personal individual

17 capacity as well, right?

18 MR. BERMAN: You have -- you

19 have our position. Call the judge

20 if you're in disagreement.

21 MR. HESKIN: You're accusing

22 me of violating a court order.

23 MR. BERMAN: You are.

24 MR. HESKIN: The court order

Page 235

1 is specifically related solely to

2 the deposition of the 30(b)(6)

3 deposition of CBSG.

4 Now, if you wanted a court

5 order preventing me from getting

6 into these questions for a

7 percipient fact witness --

8 MR. BERMAN: Got it.

9 MR. HESKIN: -- perhaps you

10 should have gotten that order, but

11 you don't have it.

12 MR. BERMAN: Got it.

13 MR. HESKIN: We'll deal with

14 that later.

15 MR. BERMAN: You can do

16 whatever you want.

17 You know what? Just to

18 avoid wasting anybody's time,

19 because this is your position and

20 it is a global position in this

21 deposition, call the judge now.

22 This deposition is not being held

23 open.

24 MR. HESKIN: You can take a

Page 236

1 risk.

2 MR. BERMAN: I got it.

3 MR. HESKIN: You can

4 instruct him not to answer, go for

5 it. Good luck with it.

6 MR. BERMAN: I'm very

7 comfortable with my position,

8 Shane. I will tell him what not

9 to answer. We will absolutely

10 cross move for sanctions against

11 you. Do whatever you've got to

12 do.

13 MR. HESKIN: Oh, now you're

14 threatening me.

15 MR. BERMAN: You threatened

16 me with sanctions five times

17 today, maybe six if I didn't count

18 correctly.

19 Do whatever you've got to

20 do. You're violating a court

21 order.

22 MR. HESKIN: Okay. I got

23 it. Thank you -- thanks for --

24 for accusing me of violating a

Page 237

1 court order that I'm not

2 violating. That's okay. Got it.

3 MR. BERMAN: Call the judge

4 whenever you want. I welcome it.

5 You know you're going to lose so

6 you don't want to call the judge,

7 you just want to threaten me and

8 my client. So ask your next

9 question.

10 MR. HESKIN: Mr. Berman, the

11 time will come. This will all

12 shake out in the end.

13 MR. BERMAN: You got it.

14 Keep on making threats against me

15 personally.

16 MR. HESKIN: I'm not

17 threatening. It will shake out.

18 One side will be right and one

19 side will be wrong.

20 MR. BERMAN: Got it. Any

21 motion will be cross met for a

22 motion for sanctions. You have my

23 word.

24 MR. HESKIN: You got it.

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61 (Pages 238 to 241)

Page 238

1 Can we get back to the

2 deposition now?

3 MR. BERMAN: You're the only

4 one who is distracting us from the

5 deposition.

6 MR. HESKIN: Oh, I got it.

7 I got it. I got it.

8 All right. So let's pull up

9 Exhibit No. 12. Let's see if

10 Mr. Cole has any problems with

11 this document.

12 BY MR. HESKIN:

13 Q. Do you have that?

14 A. Yes.

15 Q. Ever seen this document?

16 A. Yes.

17 Q. You're aware of this

18 document?

19 A. Yes.

20 Q. Did you authorize its

21 filing?

22 MR. BERMAN: Hold on a

23 second. Did you authorize its

24 filing. I'm sorry. I'm not

Page 239

1 seeing where this is anything on

2 your corporate designee notice.

3 MR. HESKIN: Personally.

4 MR. BERMAN: I don't care.

5 Personally, not personally, you're

6 asking questions about another

7 case.

8 MR. HESKIN: I'm asking if

9 he authorized this.

10 BY MR. HESKIN:

11 Q. Did you authorize the filing

12 of this?

13 MR. BERMAN: You can answer

14 that, Joe.

15 THE WITNESS: Yes.

16 BY MR. HESKIN:

17 Q. Did you read it?

18 A. Yes.

19 Q. You read it from front to

20 back?

21 A. Yes.

22 Q. Did you read it before the

23 testimony you just gave five minutes ago?

24 A. Yes.

Page 240

1 MR. HESKIN: Can we scroll

2 down a few pages, get to the

3 affidavit of Lisa McElhone? Right

4 there. There you go.

5 BY MR. HESKIN:

6 Q. You read this, too, before

7 its filing?

8 A. Yes.

9 Q. Is it a truthful and

10 accurate affidavit made under penalties

11 of perjury?

12 A. Yes.

13 Q. It is. Okay. Let's --

14 let's look at it.

15 You just testified five, ten

16 minutes ago that you're on the phone

17 every day with Lisa McElhone concerning

18 the factoring side of CBSG, right?

19 A. Yes.

20 Q. All right. And that she's

21 the sole decision maker, right?

22 A. No, you said the effective

23 decision maker for the company.

24 Q. Yeah, right. She is, right?

Page 241

1 A. Not the sole, because we

2 make decisions outside of Lisa's purview.

3 Q. Okay. Can you look at

4 paragraph 4?

5 A. Yes.

6 Q. Is that a true -- true

7 statement?

8 A. Yes.

9 Q. I thought we just talked

10 about numerous times that Ms. McElhone

11 lives in Florida?

12 A. They have multiple

13 properties.

14 Q. Does she pay taxes in the

15 Commonwealth of Pennsylvania? Or does --

16 A. I don't know about her

17 personal income taxes.

18 Q. You just testified earlier

19 that she lives in Florida.

20 A. Yes.

21 Q. She's a Florida resident,

22 right?

23 A. Yes.

24 Q. And this -- this says that

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62 (Pages 242 to 245)

Page 242

1 she lives in Pennsylvania. How can you

2 reconcile the two?

3 A. She has a property in both

4 locations.

5 Q. Okay. Where does she live?

6 A. She's a legal resident of

7 Florida.

8 Q. Got it. Okay. Paragraph

9 5 -- well, let's -- let's talk about

10 paragraph 4. It says:

11 "Joseph LaForte and I are

12 married and live in Haverford,

13 Pennsylvania."

14 Is that a truthful

15 statement?

16 A. Yes, they have a house

17 there.

18 Q. Number 5. "We" -- we, you

19 know what the word we means, right, it

20 means me and Joe, right? "We founded

21 Complete Business Solutions Group in or

22 around 2012."

23 Is that a truthful

24 statement?

Page 243

1 A. Yes.

2 Q. Okay. So Joe LaForte was a

3 founder of CBSG?

4 A. Not legally. He was never

5 an owner of CBSG. They did it in

6 conjunction with the sales entity.

7 Q. So legally is this a

8 truthful statement?

9 A. Legally, no.

10 Q. Okay. You know this was a

11 declaration filed under penalties of

12 perjury with a court of law, right?

13 A. Right. My interpretation of

14 it is that he was part of setting up the

15 company, but it doesn't say that his name

16 is on the ownership of that business.

17 Q. Okay. So he really is a

18 founder but just not -- not from a legal

19 standpoint?

20 A. Sure.

21 Q. He effectively runs CBSG,

22 right?

23 A. No. On the sales side.

24 Q. He runs it?

Page 244

1 A. You keep going back to that.

2 It's the sales entity versus the fund

3 itself.

4 Q. Okay. All right. Let's

5 continue. Be --

6 MR. HESKIN: No, no, go

7 back. This going to be a while.

8 Sorry. Thank you.

9 BY MR. HESKIN:

10 Q. So they founded it in 2012

11 and then it says:

12 "Mr. LaForte ran the

13 factoring side of the business and I

14 handled the accounting for less than a

15 year."

16 Do you see that?

17 A. That's right.

18 Q. Is that true?

19 A. Yes.

20 Q. Got it. Now it says:

21 "I hired Joe Cole, the

22 current CFO of CBSG, to replace me in

23 2012. At that time, I started a nail

24 salon called the Lacquer Lounge."

Page 245

1 That's a truthful statement,

2 right?

3 A. Yup.

4 Q. Can you just were read

5 paragraph 7, just read it -- read it out

6 loud to all of us on the phone or on the

7 video?

8 A. "I have worked full time at

9 Lacquer Lounge since its inception and

10 have no subsequent involvement in CBSG

11 despite the fact I was never formally

12 removed as its president."

13 Q. Any problems with that

14 statement?

15 A. It conflicts with my daily

16 accounts and reporting to her that I do.

17 Q. Wow, really? So this is a

18 knowingly false statement that was

19 submitted to a court under your approval?

20 MR. BERMAN: Objection.

21 BY MR. HESKIN:

22 Q. You testified earlier you

23 read this from front to back and approved

24 the filing of it, right?

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63 (Pages 246 to 249)

Page 246

1 A. Yes.

2 Q. And you know personally that

3 Ms. McElhone is involved in the business

4 on a daily basis, that they have emails

5 tracking and confirming her daily

6 payments that I'm going to be able to

7 subpoena your records and emails and I'm

8 going to be able to subpoena your phone

9 records and show that Ms. McElhone filed

10 a knowingly false affidavit, right?

11 MR. BERMAN: Yeah, okay. Is

12 that a question about anything

13 relevant in this case or do you

14 want to just continue nonsense?

15 BY MR. HESKIN:

16 Q. Is it true?

17 MR. BERMAN: Is it true that

18 you're going to subpoena his

19 records, is that what you're

20 talking about?

21 MR. HESKIN: I'm asking a

22 question.

23 BY MR. HESKIN:

24 Q. Is it true?

Page 247

1 MR. BERMAN: Is it true that

2 you're going to subpoena his

3 records?

4 MR. HESKIN: Stop, stop with

5 the coaching objection.

6 MR. BERMAN: Is it -- is it

7 true is not a question. What's

8 your question?

9 BY MR. HESKIN:

10 Q. The documents that you just

11 testified under oath are going to

12 directly contradict the sworn testimony

13 that Ms. McElhone gave to the California

14 District Court, correct?

15 MR. BERMAN: Objection.

16 BY MR. HESKIN:

17 Q. Or were you making

18 misrepresentations under it?

19 A. No, it conflicts with my

20 testimony.

21 Q. What's that?

22 A. No, it conflicts with my

23 testimony.

24 Q. This conflicts with it?

Page 248

1 A. Yes.

2 Q. Okay. So your testimony was

3 truthful, correct?

4 A. Yes.

5 Q. And you'll agree that

6 paragraph 7 is an untruthful statement?

7 MR. BERMAN: Objection.

8 THE WITNESS: Paragraph 7 --

9 yes.

10 BY MR. HESKIN:

11 Q. Okay. Is 9 -- paragraph 9 a

12 truthful statement?

13 A. Only in the context of the

14 sales capacity that Joe has with

15 Recruiting and Marketing.

16 Q. Well, it specifically states

17 that it's her understanding, and she's

18 the owner, the sole owner of CBSG, that

19 Mr. LaForte, her husband, is responsible

20 for evaluating and closing merchant cash

21 advance transactions at CBSG.

22 A. It's true. The deals that

23 originate from the sales entity end up

24 being closed at CBSG. They have no

Page 249

1 physical involvement in the closing of it

2 in CBSG, but the origination from the

3 sales entity occurs from his end.

4 MR. HESKIN: Okay. Can we

5 go to the next page?

6 BY MR. HESKIN:

7 Q. What's the status of this

8 contempt motion?

9 A. I'm not sure.

10 Q. CBSG was sanctioned for

11 violating a stay order, right?

12 MR. BERMAN: Objection.

13 BY MR. HESKIN:

14 Q. Right?

15 A. Yes.

16 Q. Several hundred thousand

17 dollars, right?

18 A. That's right.

19 Q. Has CBSG paid it?

20 A. Let me just remember where

21 we ended up. We had funds sent to the

22 court pending follow-up on the sanction

23 and I'm unsure of how that ended up yet.

24 I think it's still outstanding to my

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64 (Pages 250 to 253)

Page 250

1 recollection.

2 MR. HESKIN: Can you go to

3 the next page?

4 BY MR. HESKIN:

5 Q. And do you know if

6 Ms. McElhone -- is that her signature?

7 A. Yes, I believe that is it.

8 Q. Was that an ink signature?

9 A. It looks like it to me.

10 Q. Okay. And this was signed

11 on August 12, 2019, correct?

12 A. Yes.

13 MR. HESKIN: I want to pull

14 up another exhibit but I'm having

15 a problem.

16 THE TRIAL TECH: Do you want

17 me to stop sharing, this take

18 exhibit down?

19 MR. HESKIN: You can take

20 that one down. Let me get to --

21 can you pull up Exhibit 4?

22 THE TRIAL TECH: Sharing

23 now.

24 BY MR. HESKIN:

Page 251

1 Q. We've got -- okay.

2 MR. HESKIN: We've got --

3 okay. Can you go to the next

4 page?

5 BY MR. HESKIN:

6 Q. So we talked earlier today

7 about how these agreements aren't loans

8 and there shouldn't be any reference to

9 interest, correct?

10 A. Yes.

11 MR. HESKIN: Can the

12 videographer pull up the middle

13 portion of that right there?

14 Yeah. That's good.

15 BY MR. HESKIN:

16 Q. Are my eyes wrong or is the

17 word interest used?

18 A. Yes, they erroneously used

19 the word interest.

20 Q. Why would they do that?

21 A. They're using it as a means

22 of describing how the factoring

23 transaction works for the client's

24 purposes.

Page 252

1 Q. So the client understands

2 that it's interest?

3 A. That it's in effect similar

4 to an interest product, meaning that

5 they're only paying the fee portion of

6 the transaction.

7 Q. Okay. And they understand

8 that principal is the amount they

9 receive?

10 A. The purchase price, right.

11 Q. Yeah. The words here are

12 principal, right?

13 A. Yes.

14 Q. And you understand that the

15 words principal and interest are used in

16 loans, right?

17 A. Yes.

18 Q. And my eyes aren't deceiving

19 me here that the plain language says

20 principal and interest, right?

21 A. That's right.

22 Q. And it has a term, right?

23 A. The term is still based on

24 the factoring rate.

Page 253

1 Q. Okay. And it says principal

2 is be returned or we reassess the

3 factoring rate, right?

4 A. That's correct.

5 Q. Okay. And so if -- I

6 thought earlier you said there was just a

7 fixed payment, that the -- that there's a

8 factor rate and it doesn't matter how

9 long the term is, whether it goes beyond

10 it, it's fixed?

11 A. There is. This is an

12 unusual transaction to say the least.

13 Q. Okay. And it says:

14 "Principal to be returned or

15 we will reassess the factor rate."

16 Do you see that?

17 A. Yes.

18 Q. And how is the factor rate

19 to be reassessed?

20 A. Based on whatever the factor

21 rate is on outstanding funding provided.

22 Q. Okay. And what's the factor

23 rate here?

24 A. I don't have the factor rate

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65 (Pages 254 to 257)

Page 254

1 visible from here.

2 Q. Is the factor rate stated

3 anywhere in the agreement?

4 A. Not that I can see from

5 reading this.

6 Q. How do I know from reading

7 the four corners of this agreement how

8 the factor rate is supposed to be

9 reassessed?

10 A. So Kara had multiple deals

11 with us. The impetus for this

12 transaction was she had individual

13 purchase order receivables as listed in

14 those invoices to secure the funding so

15 that if she were to receive the payments

16 for those individuals invoices, she would

17 pay us back the amount that's being

18 referred to as interest.

19 The factor rates are based

20 on prior transactions from the numerous

21 deals that she's done with us. So she's

22 gotten to the point where we regularly do

23 deals with her so often that she has a

24 normal factor rate as expected from the

Page 255

1 prior transactions.

2 Q. Got it. So if I looked at

3 every transaction, it's going to have the

4 exact same factor rate no matter what the

5 term is?

6 A. In relative time. In the

7 most recent deals that were around this

8 time, it should be a similar structure,

9 yes.

10 Q. Well, how was the factor

11 rate determined on this deal?

12 A. The factor rate is

13 negotiated just like other terms.

14 Q. So I'll find an email saying

15 what the factor rate is?

16 A. Yeah. I mean, she said that

17 these were receivables, she's going to

18 get assessed at 6,000, you know, dollar

19 amount listed there every day, until she

20 collects on those receivables and pays us

21 back.

22 The end of the story is we

23 never got the funds from the proceeds on

24 those receivables that we factored.

Page 256

1 Q. So are these invoices what's

2 being purchased or are these invoices

3 security?

4 A. Those invoices are what

5 we're -- she was purchasing for the

6 purposes of this factoring agreement.

7 Q. She's purchasing invoices?

8 A. No, we're purchasing

9 invoices. Those are her client

10 receivables that she's collecting to

11 repay us on the basis of this factoring

12 agreement. In the end, she collected

13 that but never remitted the proceeds to

14 us to satisfy the factoring agreement.

15 Q. All right. If I were to

16 look at those invoices and add them up,

17 I'm going to come up with an amount

18 that's 10 percent of a receipt's

19 purchased amount?

20 A. No, that's incorrect.

21 MR. BERMAN: Objection.

22 THE WITNESS: And this is --

23 to clarify your further

24 assumption -- your assumption

Page 257

1 earlier that it's just 10 percent

2 of revenue. This particular deal,

3 Kara wanted the -- for that

4 amount, so that it's just a

5 $1.8 million advance on those

6 specific receivables for her

7 company and that she would pay a

8 $6,000 -- that 6,000 amount for

9 44 days. She would receive all

10 that money back and then we'll get

11 the funds from that -- the

12 receivables.

13 BY MR. HESKIN:

14 Q. How is that different from a

15 loan?

16 A. Because it's based

17 specifically on invoice factoring that

18 she has a receivable. A loan is based on

19 providing capital with no actual

20 factoring involved. There's no

21 receivable explained in the loan.

22 Q. Well, how is this not just

23 merely security? She has to -- she gets

24 1.8 and she has to pay back 2.1, right?

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66 (Pages 258 to 261)

Page 258

1 A. So the basis of a factoring

2 transaction always has to do with a

3 merchant's receivables. These are the

4 individual receivables that a factor rate

5 is being applied on.

6 Q. Got it.

7 A. So the transaction is when

8 your factor receivable is received, you

9 then remit that to the finance company

10 providing the capital for it. We sent

11 her a million eight, we did not get a

12 million eight back, and that's why we

13 were reassessing the factor rate based on

14 her prior rate.

15 Q. But isn't what she's

16 supposed to pay back is 10 percent of

17 each one of these invoices?

18 MR. BERMAN: Objection.

19 THE WITNESS: No, and again

20 this is really an unusual

21 structure that Kara was really in

22 charge of forcing the underwriter

23 to put this document together, we

24 recommended it to underwriting at

Page 259

1 the end of the day when this went

2 through, but at least we

3 understood the nature of the

4 transaction confirming what was

5 owed and how it was to be repaid.

6 BY MR. HESKIN:

7 Q. So the question is, is CBSG

8 really purchasing receipts here or is

9 there --

10 A. Factoring since these are --

11 THE REPORTER: I'm sorry. I

12 didn't hear the end of your

13 question at all.

14 BY MR. HESKIN:

15 Q. Or are the invoices merely

16 security for what's being advanced?

17 A. They are purchasing those

18 invoices.

19 Q. Okay.

20 A. If you're considering

21 security in terms of collateral as you

22 would in a loan product, like you put

23 your house as collateral or any assets as

24 collateral, the principal provided is

Page 260

1 independent of that. That's a

2 contingency. Meaning I get to collect

3 that if you default. You've got to pay

4 back the money, I don't care where the

5 money comes from.

6 In a factoring transaction,

7 you have specific receivables identified

8 by Kara that she's saying, When these

9 come in, you get the money and proceeds

10 from that. You can charge me the $6,000

11 amount for the 44 days that I expect for

12 these receivables to come in, and I'll

13 make your 1.8 whole because you're giving

14 me the time value of that money upfront

15 so she can do whatever she needs to do,

16 providing whatever $1.8 million

17 opportunity opens up in her business.

18 Q. Okay. I got it. That's how

19 it probably should work, right? But how

20 did it actually work?

21 A. That mechanism is what

22 defines the difference between factoring

23 and loans.

24 Q. You're right. Absolutely.

Page 261

1 100 percent.

2 And the question is: Here,

3 what does the 10 percent mean? Specified

4 percentage, 10 percent. What does that

5 represent?

6 A. Yeah. And I have to -- I

7 have to explain that that and the word

8 interest and the word principal were put

9 together haphazardly to reflect the

10 transaction.

11 As I described, we both have

12 an understanding of the intent of this

13 factoring agreement. Everything else in

14 the factoring agreement, the body of the

15 language, refers to those specific

16 invoices to the point where we actually

17 have copies of those invoices knowing

18 what we were factoring.

19 I don't think there's any

20 ambiguity about it on Kara's end,

21 especially since this is her, you know,

22 15th or 14th deal, whatever it was, after

23 she's paid off several of these deals. I

24 don't think she can claim that she

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67 (Pages 262 to 265)

Page 262

1 doesn't understand how the transaction

2 works when she's fully taken and paid off

3 several factoring agreements over the

4 course of, whatever, two year

5 relationship we've had.

6 Q. Well, you understand she

7 filed a lawsuit disputing the way you are

8 interpreting that, right?

9 MR. BERMAN: Objection.

10 THE WITNESS: Yes, I

11 understand.

12 BY MR. HESKIN:

13 Q. All right. And so you're

14 saying the 10 percent daily, or the

15 specified percentage of 10 percent, that

16 just doesn't mean anything?

17 A. That doesn't mean anything.

18 That normally is part of her agreements.

19 I believe underwriting made an error

20 including that from a prior version

21 because, you know, we use templates used

22 by prior agreements with merchants so we

23 don't have to remake a contract from

24 scratch and they included that. It's

Page 263

1 basically a fragment that has no

2 pertinent applicability to the terms of

3 this purchase.

4 Q. Okay. So what should this

5 specified percentage be?

6 A. There is no specified

7 percentage.

8 Q. Got it.

9 A. That's your 1.8, and if you

10 take every one of those invoices and

11 tally them up, she knows exactly, that's

12 the 1.8 that we intended to factor.

13 Q. All right. So if I added up

14 all these invoices, right, I'd come up

15 with 2.107, right?

16 A. Right.

17 Q. And you're giving her

18 1.8 million in exchange for the 2.1,

19 right?

20 A. Correct.

21 Q. And she's to pay that over

22 44 days irrespective of whether or not

23 she collects on those invoices within the

24 44 days, right?

Page 264

1 MR. BERMAN: Objection.

2 THE WITNESS: No, that's --

3 and then that's the after 44 days

4 contingency. So we're saying you

5 can pay a fixed fee for that

6 amount of time, but after 44 days,

7 if you do not collect on these

8 receivables, which she sold to us

9 as something right around the

10 corner, money coming into her big

11 operation, you can then go ahead

12 and reassess it at the same factor

13 rate you've done for the last two

14 years.

15 BY MR. HESKIN:

16 Q. Okay. And -- and who did

17 the calculations and where can I find a

18 written copy of those calculations?

19 A. The calculations were done

20 in underwriting as usual.

21 Q. Your calculations were in

22 underwriting? So I'll go to this file

23 and I'll see the calculations for that?

24 A. And the support. Obviously

Page 265

1 these underwriters used a matrix and go

2 into it.

3 The point to make with the

4 Kara on this deal was really guided by

5 the merchant. This is an unusual

6 relationship because of how used to

7 working with Kara we had become. She

8 really decided the terms she wanted to

9 work with, and at the end of the day we

10 went with it because she's been, up until

11 the end of it, a really good client.

12 Q. Okay. So just -- just so

13 I'm clear, the specified percentage of 10

14 percent, that's false, correct?

15 MR. BERMAN: Objection.

16 THE WITNESS: Yes, that

17 should not be on there.

18 BY MR. HESKIN:

19 Q. Okay. But it is. And

20 the --

21 A. It has no relevance to the

22 calculations.

23 Q. Got it. Got it. And the

24 6,606 for 44 days, interest only,

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68 (Pages 266 to 269)

Page 266

1 that's -- that's wrong, too, right?

2 A. It describes the payment

3 structure to Kara. As she understands

4 it. It should read fee only rather than

5 the word interest because it's a fixed

6 fee for that amount of time. We did not

7 amortize that in any way akin to a loan

8 on the financials.

9 Q. Well, who wrote interest

10 only, the underwriter?

11 A. Yes, the underwriter for

12 this agreement.

13 Q. Okay. Do you think the

14 underwriter had an understanding of what

15 the true nature of this transaction was?

16 A. Yes.

17 Q. And she characterized it as

18 principal and interest, right?

19 MR. BERMAN: Objection.

20 THE WITNESS: Right. But

21 not using the correct language.

22 It's not interest and it's not

23 principal.

24 BY MR. HESKIN:

Page 267

1 Q. Got it. So interest is a

2 mistake, right? Didn't mean that, right?

3 A. Right.

4 Q. And then principal, oops,

5 you didn't mean that either, right?

6 A. Correct, that's coming from

7 Kara. She took her words verbatim and

8 said, Oh, can you just make it interest

9 only based on how she understood the

10 factoring fees to work.

11 Q. So she understood this to be

12 a loan?

13 A. No. Nothing in the body of

14 this understands it as a fee.

15 Q. You just described -- you

16 just described to me what she understood,

17 and in your own words, she said, Can you

18 make it interest only. That sounds like

19 a loan to me. She understood this to be

20 a loan?

21 A. No, it's a fixed cost.

22 There's no interest component, there's no

23 amortization or change in amount based on

24 time.

Page 268

1 Q. I got it. You just said

2 that she understood it to be interest,

3 right?

4 A. Right. There's no APR or

5 anything like you would find in a loan.

6 The rest of the agreement is still the

7 same as all the other agreements.

8 Q. There's no APR?

9 A. That's correct.

10 Q. Are you sure about that?

11 A. Yes, as a mechanism of the

12 factoring agreement, there's no APR

13 calculated as a loan.

14 Q. Really. Of course an APR

15 would be associated with a loan, right?

16 A. And time. Keep in mind the

17 time element that's associated with

18 income received for a loan.

19 Q. All right. So we were

20 talking about APR, right?

21 A. Yes.

22 Q. And APR would never be used

23 in connection with a factoring agreement,

24 right?

Page 269

1 A. That's right.

2 Q. Be unheard of, right?

3 MR. BERMAN: Objection.

4 BY MR. HESKIN:

5 Q. And it would be totally

6 inconsistent with a factoring agreement,

7 right, because APRs are only used with

8 loans, right?

9 MR. BERMAN: Objection.

10 BY MR. HESKIN:

11 Q. Right?

12 A. Yes.

13 Q. Got it. What's the APR on

14 this agreement?

15 A. The what?

16 Q. What is the APR on this

17 agreement?

18 A. There is no APR on this

19 agreement, just a factor rate.

20 Q. And if there were an APR,

21 that would make it a loan, right?

22 MR. BERMAN: Objection.

23 THE WITNESS: Correct.

24 BY MR. HESKIN:

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Page 270

1 Q. And you understand that the

2 State of Florida has usury laws, right?

3 A. Yes.

4 Q. And it's a crime in the

5 State of Florida to charge excess

6 interest beyond the amount -- interest

7 amount permitted under Florida law,

8 right?

9 MR. BERMAN: Objection.

10 THE WITNESS: Correct.

11 BY MR. HESKIN:

12 Q. It's a crime, right?

13 A. Yes.

14 Q. And CBSG is based out of

15 Florida, right?

16 A. Yes.

17 Q. Got it. And Ms. McElhone is

18 the owner of CBSG and she lives in

19 Florida, right?

20 A. Yes.

21 Q. And all of your

22 communications are with her when she's in

23 Florida, right?

24 A. Yes.

Page 271

1 Q. Got it. So you wouldn't

2 want this to be characterized as a loan,

3 right, because if it was characterized as

4 a loan, Ms. McElhone would be in a lot of

5 trouble, right?

6 MR. BERMAN: Objection.

7 BY MR. HESKIN:

8 Q. Right? She'd be committing

9 a felony in the State of Florida,

10 right --

11 MR. BERMAN: Are you asking

12 him to give you a legal conclusion

13 that supports your --

14 MR. HESKIN: I'm asking his

15 understanding.

16 MR. BERMAN: -- case across

17 the board. Is that what you're

18 asking for? This could be, like,

19 Oh, my God, the ah-ha moment?

20 MR. HESKIN: I'm asking him

21 his understanding in how these

22 things are structured and why

23 they're structured --

24 MR. BERMAN: No, that's not

Page 272

1 what you're asking. You're asking

2 legal conclusions and scary

3 questions, like -- okay. Did you

4 get what you want? You're asking

5 the same questions over and over

6 again.

7 MR. HESKIN: I am getting

8 what I want, thank you.

9 MR. BERMAN: I'm happy

10 you're happy.

11 BY MR. HESKIN:

12 Q. You can answer my question.

13 A. Yes.

14 Q. Thank you. All right.

15 So let's look at something.

16 MR. HESKIN: Can we pull up

17 Exhibit No. 7?

18 THE TRIAL TECH: I'm not

19 sure I have an Exhibit No. 7.

20 MR. HESKIN: Do you have

21 Exhibit No. 8?

22 THE TRIAL TECH: Hold on one

23 second. Oh, yeah, I have

24 Exhibit 7.

Page 273

1 MR. HESKIN: Okay. Can we

2 pull that up?

3 THE TRIAL TECH: Sure. One

4 second. Do you see that?

5 MR. HESKIN: I believe we

6 can. Can you scroll down to the

7 bottom? All the way down. I want

8 to see the -- go up.

9 BY MR. HESKIN:

10 Q. Mr. Cole, have you seen this

11 document before?

12 A. No, I have not seen this

13 document before.

14 Q. Do you know who prepared it?

15 A. No, I do not.

16 Q. Do you see the APR column in

17 the factor rate?

18 A. I see the factor rate.

19 You're referring to percentage under

20 Column O?

21 Q. Yeah.

22 A. Yes, I see that.

23 Q. And next to the factor rate

24 it has an APR, right?

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Page 274

1 A. Yeah. They're labeling it

2 as an APR. That is inaccurate.

3 Q. Well, this is a document

4 that was produced by CBSG and designated

5 confidential.

6 Do you see that at the top?

7 A. Yes.

8 Q. So this is a CBSG-created

9 document, right?

10 MR. BERMAN: No, no, don't

11 make false representations. These

12 are documents I believe that were

13 produced by Kara that were then

14 produced back to you is my

15 understanding. So don't make

16 representations that may not be

17 true. Ask threshold questions.

18 BY MR. HESKIN:

19 Q. Do you know if this was

20 created by Kara or with CBSG?

21 A. I do not know.

22 Q. Okay. And do you know when

23 this document was created?

24 A. No.

Page 275

1 Q. And do you see that the

2 factor rate is -- changes from 1.4 to

3 1.16?

4 A. I don't see the top of this.

5 I don't know where you're referring to.

6 I see 1.4 and 1.5 at the bottom.

7 Q. Okay. Was the typical

8 factor rate 1.4 on all of CBSG -- CBSG's

9 deals with HMC?

10 A. The base factor rate was,

11 but she had discounted payback rates for

12 shorter durations of time which she

13 almost always took advantage of.

14 Q. Okay. So my question was

15 this: If this was a document created by

16 Kara, how come CBSG is designating it

17 confidential? It's her document. How

18 can CBSG in good faith designate it

19 confidential?

20 MR. BERMAN: Are you asking

21 me that question?

22 MR. HESKIN: I'm asking Joe.

23 MR. BERMAN: He doesn't

24 designate documents confidential.

Page 276

1 THE WITNESS: Yeah, I don't

2 understand what this means.

3 BY MR. HESKIN:

4 Q. Is this a confidential

5 document? I can go -- I can go share

6 this with anyone?

7 A. I'm not sure in the context

8 of the case what that means.

9 Q. Okay. So is this a

10 document, and you've been produced on

11 their discovery responses, is this a

12 document that is -- was generated and

13 created by CBSG or is it a document

14 that -- that was created by Kara and

15 she's free to share it with whoever she

16 wants?

17 A. I'm not sure.

18 Q. You're not sure?

19 A. Yeah, I don't know who

20 created this.

21 Q. Okay. And you do see the

22 words APR, right?

23 A. Right, which wouldn't be

24 something I'd do. That's in conflict of

Page 277

1 having a factor rate. Why would you put

2 an APR along the same lines as a factor

3 rate?

4 Q. All right. So if I did a

5 search of all of your business records, I

6 wouldn't find the word APR anywhere,

7 right?

8 A. No. If it was used, it's

9 just an approximation for an annual

10 return on the factor. It would not be

11 legally in effect an APR rate used on the

12 deal.

13 Q. And have you -- has CBSG

14 ever represented to investors that the

15 interest rate on -- on these agreements

16 is 30 percent?

17 A. No, I would not -- and if

18 they had, it would be a misnomer. It has

19 to be a factor rate.

20 Q. So when A Better Financial

21 Plan represents on its websites that

22 these MCAs are loans, is that a true

23 statement or a false statement?

24 A. That's a false statement.

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71 (Pages 278 to 281)

Page 278

1 Q. Okay. And when A Better

2 Financial Plan represents to investors

3 that these provide interest rates of

4 30 percent, is that a true statement or a

5 false statement?

6 MR. BERMAN: Objection.

7 THE WITNESS: I'm not sure

8 what that means. You're saying

9 that the deals that we fund are

10 providing an interest rate of

11 30 percent?

12 BY MR. HESKIN:

13 Q. Yeah. That these MCAs are

14 loans with interest rates of 30 percent?

15 A. Interest rate is incorrect.

16 Q. Interest rate is incorrect.

17 So that's a blatant misrepresentation

18 that A Better Financial Plan is making to

19 investors, correct?

20 MR. BERMAN: Objection.

21 THE WITNESS: It's a common

22 mistake that people who don't

23 understand the factoring business

24 make.

Page 279

1 BY MR. HESKIN:

2 Q. Okay. So you're admitting

3 that they're false misrepresentations

4 being made --

5 A. It's inaccurate. The factor

6 rate is not an interest rate.

7 Q. And A Better Financial Plan

8 is making those representations on behalf

9 of CBSG, right?

10 MR. BERMAN: Objection.

11 THE WITNESS: No, they

12 better not be.

13 BY MR. HESKIN:

14 Q. Well, you have a contract

15 with A Better Financial Plan, don't you?

16 MR. BERMAN: Objection.

17 And don't answer that if

18 this deals with the investor

19 relationship.

20 THE WITNESS: No, I'm not

21 going to answer that.

22 MR. HESKIN: How about this?

23 Let's go to exhibit -- hold on.

24 Exhibit 28. If you can pull that

Page 280

1 up.

2 THE TRIAL TECH: Okay. One

3 second.

4 MR. BERMAN: Question, Jim

5 (sic). Was this produced in this

6 case?

7 MR. HESKIN: Probably.

8 MR. BERMAN: Well, I don't

9 see a Bates stamp. Can you go to

10 the bottom of the page?

11 MR. HESKIN: Listen, we

12 dumped everything we had.

13 MR. BERMAN: No, no, no.

14 The documents are Bates stamped in

15 this case so we'll ask questions

16 about Bates stamped documents.

17 MR. HESKIN: Feel free to

18 bring it up.

19 MR. BERMAN: No, no, no.

20 I'm not bringing it up. I'm going

21 to tell him not to answer.

22 Discovery is closed, and if you

23 didn't produce this document and

24 want to use it now in the case,

Page 281

1 that's a problem for you.

2 MR. HESKIN: Brett, Brett,

3 it's a publicly available

4 document.

5 MR. BERMAN: That's an

6 irrelevant answer.

7 MR. HESKIN: Instruct him

8 not to answer on that basis.

9 MR. BERMAN: I'll wait to

10 get a question from you.

11 MR. HESKIN: Good luck on

12 that.

13 MR. BERMAN: Okay. You got

14 it.

15 MR. HESKIN: And actually,

16 this is a document that probably

17 should have been produced by you,

18 Mr. Berman.

19 MR. BERMAN: No, I don't

20 think so.

21 MR. HESKIN: I think it

22 should have because this is a --

23 MR. BERMAN: I have zero

24 desire to engage in a discovery

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72 (Pages 282 to 285)

Page 282

1 discussion with you right now. I

2 ask a question for the deposition.

3 If you have a problem, file

4 a motion.

5 BY MR. HESKIN:

6 Q. All right. Who is Michael

7 Ferman?

8 A. Michael Ferman is a manager

9 of an investment entity.

10 Q. Of who?

11 A. An investment entity. I

12 forget the name.

13 Q. Okay. You're familiar with

14 an SEC Form D, right?

15 A. A little bit.

16 Q. A little bit. You signed

17 one, right?

18 A. The Form Ds are filled out

19 by securities counsel and I sign off on

20 it.

21 Q. Did you review it before you

22 signed it?

23 A. Yes.

24 Q. Okay. And are you aware

Page 283

1 that you signed one disclosing that A

2 Better Financial Plan was a -- a broker

3 of securities for -- for CBSG? Do you

4 recall that?

5 A. A broker of securities?

6 Q. Yeah. This is a securities

7 disclosure, isn't it?

8 A. Yes, but in the form of the

9 entity that they had.

10 Q. Sure. And CBSG pays A

11 Better Financial Plan a commission,

12 correct?

13 MR. BERMAN: No, don't

14 answer the question.

15 BY MR. HESKIN:

16 Q. That's not true?

17 MR. BERMAN: Actually, Joe,

18 don't even answer any questions

19 about this document because I see

20 it's dated May 26, 2020. That's

21 outside of the scope of this case.

22 So don't answer any questions.

23 MR. HESKIN: You're

24 instructing him not to answer?

Page 284

1 MR. BERMAN: I am.

2 MR. HESKIN: Okay. Let's

3 take a break here. The court

4 reporter probably could use a

5 rest.

6 So we never took a lunch

7 break. Do you guys want to take

8 time to get something to eat or

9 should we just come back in

10 15 minutes.

11 MR. BERMAN: That's not a

12 question for 3 o'clock in the

13 afternoon, but okay.

14 (Recess.)

15 BY MR. HESKIN:

16 Q. So I just wanted to direct

17 your attention to this Form D. You

18 signed this, right?

19 A. Yup.

20 Q. Okay. And it identifies A

21 Better Financial Plan as a broker, right?

22 Well, let's just start with,

23 this is an SEC disclosure, correct?

24 A. Yes.

Page 285

1 Q. And on the first page under

2 point 2, it says:

3 "Principal place of business

4 and contact information."

5 Do you see that?

6 A. That's right.

7 Q. Principal place of business,

8 right?

9 A. Right.

10 Q. And it lists Complete

11 Business Solutions Group, Inc., with an

12 address of 20 North 3rd Street.

13 Do you see that?

14 A. Yes.

15 Q. That's a knowingly false

16 statement; isn't it?

17 A. It's again by -- under the

18 operating agreement that we've had with

19 the processing entity.

20 Q. Is that -- is that what you

21 think the SEC is going to believe?

22 A. Yes, we're allowed to

23 service it through a third party.

24 Q. Does the SEC know this?

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Page 286

1 A. Yes, we disclosed that.

2 Q. You disclosed that CBSG is

3 not actually located at 20 North 3rd

4 Street?

5 A. Yes, it has a form filing in

6 Florida.

7 Q. It has a form filing in

8 Florida. This is not really, even though

9 under No. 2 it says principal place of

10 business and you identify 20 North 3rd

11 Street, that's really not it, right?

12 A. Correct. That's only the

13 operating entity.

14 Q. Got it. So if I'm looking

15 at this and I'm an investor and I look at

16 this and I see that the principal place

17 of business is for Complete Business

18 Solutions Group is 20 North 3rd Street,

19 that would be -- that would be incorrect,

20 right?

21 A. Correct.

22 Q. It's not their principal

23 place of business. Got it. Okay. And

24 then it says, under related persons, it

Page 287

1 lists Lisa, it lists you, right?

2 Correct?

3 A. Yes.

4 Q. Okay. And it lists you as

5 an executive officer and director, is

6 that true?

7 A. That's correct.

8 Q. Even though you're not paid

9 by CBSG?

10 A. Correct.

11 Q. Okay. And it also lists

12 Jamie McElhone?

13 A. Right.

14 Q. As an executive officer and

15 director?

16 A. That's right.

17 Q. And it has her address at

18 2646 Sartain Street?

19 A. Right.

20 Q. That's where -- that's where

21 she resides, I take it?

22 A. Right.

23 Q. And you reviewed this,

24 right?

Page 288

1 A. Yes.

2 Q. And it says: "Issuer size,

3 declined to disclose."

4 Right?

5 A. I don't see that.

6 Q. It's on page 4. It's not --

7 MR. HESKIN: Go to page 4

8 under 6 where it says Federal

9 Exceptions and Exclusions.

10 THE WITNESS: Uh-huh.

11 BY MR. HESKIN:

12 Q. And it says you're exempt

13 under Rule 506(b).

14 Do you see that?

15 A. Yup.

16 Q. And is that true and

17 correct, that CBSG is exempt under Rule

18 506(b)?

19 A. That's correct.

20 Q. What's that?

21 A. Yes, that's correct.

22 Q. And you're filing this

23 because you're offering securities,

24 right?

Page 289

1 MR. BERMAN: Objection.

2 THE WITNESS: No, it's

3 the -- it's the notes that we have

4 that they understand fall under

5 that category, 506(b).

6 BY MR. HESKIN:

7 Q. And it's a debt that you're

8 issuing, right?

9 A. That's right, it's a debt

10 instrument.

11 Q. And then it says, Minimum

12 Investment. If this is debt, why does it

13 say minimum investment is $250,000.

14 A. That's the language they use

15 in this form. There is no other term for

16 loan.

17 Q. Well, I'm more concerned

18 about the minimum accepted is $250,000.

19 Is that right?

20 A. Yes.

21 Q. Well, Better Financial Plan

22 is advertising day and night on the radio

23 that you only need 50,000 to 100,000 to

24 invest; is that right?

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Page 290

1 MR. BERMAN: Objection. You

2 don't have to answer that.

3 BY MR. HESKIN:

4 Q. Is the minimum investment

5 $250,000?

6 A. Yes.

7 Q. Okay. And then it's got

8 Sales Compensation, and it lists A Better

9 Financial Plan, right?

10 A. I don't see where that is.

11 Q. Okay. So go to page 5 under

12 12?

13 A. Oh, that right there?

14 Q. Yeah.

15 A. Yes.

16 Q. Okay. And you're familiar

17 with A Better Financial Plan, right?

18 A. Yes.

19 Q. And who -- who do you

20 regularly have contact with at A Better

21 Financial Plan?

22 MR. BERMAN: Objection. You

23 don't have to answer that.

24 BY MR. HESKIN:

Page 291

1 Q. During the time period.

2 Who -- who did you --

3 MR. BERMAN: Objection. You

4 don't have to answer that.

5 BY MR. HESKIN:

6 Q. Go ahead. You can answer.

7 A. I don't have to answer.

8 Q. Are you familiar with Dean

9 Vagnozzi (ph)?

10 A. Yes.

11 Q. Okay. And do you regularly

12 have conversations with -- or

13 communications with Dean Vagnozzi?

14 MR. BERMAN: Objection. You

15 don't have to answer that.

16 MR. HESKIN: On what basis?

17 MR. BERMAN: On the basis of

18 the court order that talks about

19 the only set of communication with

20 respect to potential and secured

21 investors and it talks that you do

22 not need to include specific

23 communications with specific

24 investors. So that's the basis.

Page 292

1 MR. HESKIN: He's not an

2 investor. It says right here he's

3 a salesperson, and salespersons

4 are the ones that are

5 communicating information to the

6 investors. So that's exactly what

7 I'm entitled to.

8 MR. BERMAN: Yeah, I got

9 you. My instruction stands.

10 MR. HESKIN: You're still

11 refusing to allow him to answer

12 even though A Better Financial

13 Plan is the one that's making

14 communications to investors,

15 right?

16 MR. BERMAN: Yeah, you got

17 it. That's my instruction.

18 MR. HESKIN: And I'm

19 entitled to -- specifically

20 entitled to ask about

21 communications to investors,

22 right?

23 MR. BERMAN: No, you are not

24 allowed to talk about specific

Page 293

1 communications to specific

2 investors.

3 MR. HESKIN: I'm not.

4 MR. BERMAN: So you flipped

5 that on its head. It's:

6 "Pursuant to Section 2(d)

7 above, this matter does not

8 include specific communications

9 with specific investors."

10 MR. HESKIN: Yeah. And I'm

11 not asking about specific

12 investors. I'm asking about

13 communications that A Better

14 Financial Plan gives generally to

15 investors.

16 MR. BERMAN: That's not your

17 question.

18 MR. HESKIN: That's my --

19 that is my question.

20 MR. BERMAN: That was not

21 your question.

22 BY MR. HESKIN:

23 Q. Mr. Cole, A Better Financial

24 Plan provides information to investors on

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75 (Pages 294 to 297)

Page 294

1 behalf of CBSG, correct?

2 A. No.

3 Q. No?

4 A. No.

5 Q. They provide information to

6 investors, correct?

7 A. No. Well, investors, yes,

8 but not our investors.

9 Q. Well, A Better Financial

10 Plan -- well, this is a filing by CBSG,

11 right?

12 A. Yes.

13 Q. And you're paying A Better

14 Financial Plan to go out and get

15 investors for CBSG, right?

16 MR. BERMAN: Yeah. You

17 don't have to answer that

18 question.

19 THE WITNESS: No, I won't

20 answer it.

21 BY MR. HESKIN:

22 Q. Okay. What does A Better

23 Financial Plan do?

24 MR. BERMAN: Generally or

Page 295

1 for CBSG?

2 MR. HESKIN: Generally.

3 MR. BERMAN: If you know

4 generally what they do.

5 BY MR. HESKIN:

6 Q. What do they do generally

7 for CBSG?

8 MR. BERMAN: That's

9 different. No, don't answer the

10 question.

11 BY MR. HESKIN:

12 Q. So -- all right. Maybe this

13 answers it for me. Does A Better

14 Financial Plan provide sales for CBSG?

15 A. I don't know what you mean

16 by sales.

17 Q. Well, it says -- it lists

18 right here, A Better Financial Plan,

19 they're a broker or dealer, right?

20 A. Yes.

21 Q. Okay. What are they, are

22 they a broker or a dealer?

23 A. They're allowed to do both.

24 Q. Okay. And they are

Page 296

1 brokering, they're not an investor

2 themselves, right?

3 MR. BERMAN: You don't have

4 to answer that, Joe.

5 THE WITNESS: No, I won't

6 answer that.

7 BY MR. HESKIN:

8 Q. Okay. Have you seen A

9 Better Financial Plan's videos that are

10 on their website?

11 A. No, I have not.

12 Q. You haven't seen the videos

13 where Dean Vagnozzi calls MCAs loans 50

14 times?

15 A. No, I have not.

16 Q. If Dean Vagnozzi is out

17 there describing to investors that CBSG's

18 factoring agreements are loans with

19 interest rates of 30 percent, would that

20 be a true or false statement?

21 A. That would be false.

22 Q. Okay. And CBSG is not aware

23 that these representations are being made

24 publicly?

Page 297

1 A. They're not aware.

2 Q. Okay. Has Dean Vagnozzi

3 ever made that representation in front of

4 you?

5 A. I've corrected him, yes.

6 Q. He has made that

7 representation?

8 A. Yeah. The guy uses the loan

9 word and doesn't understand the product

10 properly, and I had to correct him and

11 explain factoring.

12 Q. Okay. And did you ever

13 correct him in front of investors?

14 A. No.

15 Q. Did he ever make that

16 representation in front of investors?

17 A. He may have. I'm not sure.

18 Q. As you sit here today, were

19 you ever aware of a time period when Dean

20 Vagnozzi told investors that CBSG's MCA

21 products were loans?

22 A. Yes, he has before.

23 Q. Okay. And did you correct

24 him in front of those investors?

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76 (Pages 298 to 301)

Page 298

1 A. No.

2 Q. Okay. Did Dean Vagnozzi

3 ever represent to investors that CBSG's

4 MCA loans had interest rates of

5 30 percent?

6 A. Yes.

7 Q. And you witnessed this,

8 correct?

9 A. Yes.

10 Q. Okay. Did Dean Vagnozzi

11 ever represent to investors that the

12 default rate of the CBSG's MCAs were

13 between 2 and 4 percent?

14 A. Yes.

15 Q. Is that a true and correct

16 statement?

17 A. It depends on the time.

18 Q. Is it a true and correct

19 statement for the time period relevant to

20 this litigation, February 2018 to

21 October 2019?

22 A. Yes, it's a good

23 approximation.

24 Q. Two to 4 percent?

Page 299

1 A. Yes.

2 Q. As we defined it earlier

3 today?

4 A. As we defined it earlier

5 today, yes.

6 Q. Who is Lindsey Blake?

7 A. We're not supposed to talk

8 about -- I mean --

9 MR. BERMAN: I --

10 MR. HESKIN: He's identified

11 specifically right here as a

12 broker or dealer, not an investor.

13 BY MR. HESKIN:

14 Q. Is that a true or false

15 statement?

16 MR. BERMAN: Where are you

17 looking?

18 MR. HESKIN: I'm looking on

19 page 6, Recipient, Lindsey Blake,

20 broker or dealer, X.

21 MR. BERMAN: If he's asking

22 about Lindsey Blake as investor or

23 having to do --

24 MR. HESKIN: Ah.

Page 300

1 MR. BERMAN: You don't have

2 to answer.

3 MR. HESKIN: I'm asking --

4 I'm asking --

5 BY MR. HESKIN:

6 Q. In your representation that

7 you filed with the SEC that Lindsey Blake

8 is a broker or dealer of securities on

9 behalf of CBSG.

10 Do you see that?

11 A. Yes.

12 Q. Okay. Is that true?

13 MR. BERMAN: You can just

14 answer that question. If you

15 know.

16 THE WITNESS: Yeah, they're

17 not any longer. They did before.

18 BY MR. HESKIN:

19 Q. Why are they no longer?

20 A. Because we don't have that

21 legal structure with them any longer.

22 Q. Why not? Did something

23 happen?

24 MR. BERMAN: Yeah, you don't

Page 301

1 have to answer that question.

2 THE WITNESS: No, I won't

3 answer that question.

4 BY MR. HESKIN:

5 Q. Okay. Does Lindsey Blake

6 have a criminal history?

7 MR. BERMAN: You don't have

8 to answer that question.

9 BY MR. HESKIN:

10 Q. Does -- did CBSG ever

11 disclose to its investors that Lindsey

12 Blake has a criminal history?

13 MR. BERMAN: You don't have

14 to answer that question.

15 BY MR. HESKIN:

16 Q. During the time period of

17 February 2018 and October of 2019, did

18 CBSG ever disclose to any of its

19 investors that Lindsey Blake had a

20 criminal history?

21 MR. BERMAN: You don't have

22 to answer that question.

23 BY MR. HESKIN:

24 Q. During the same time period,

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 76 of

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Page 302

1 did CBSG ever disclose to investors that

2 Joe LaForte has a criminal history?

3 A. No.

4 Q. Did CBSG, during the same

5 relevant time period, ever disclose to

6 any of its investors that anyone

7 associated or affiliated with CBSG had a

8 criminal back -- a criminal history?

9 A. No.

10 Q. Was CBSG ever investigated

11 for failing to make those disclosures?

12 MR. BERMAN: You don't have

13 to answer that question.

14 BY MR. HESKIN:

15 Q. During the relevant time

16 period.

17 MR. BERMAN: You don't have

18 to answer that question.

19 MR. HESKIN: Well, let's

20 look at the order.

21 MR. BERMAN: It says with

22 respect to the use of factoring or

23 loan agreements. That's not what

24 you're asking about.

Page 303

1 If you're asking about that,

2 of course we'll comply with the

3 court order.

4 MR. HESKIN: I am allowed to

5 ask during the relevant time

6 period investigations.

7 MR. BERMAN: Relating to the

8 use of factoring or loan

9 agreements.

10 MR. HESKIN: Okay.

11 BY MR. HESKIN:

12 Q. And are these -- are these

13 securities for the sole purpose of

14 funding the MCA agreements?

15 A. No.

16 Q. They're not?

17 A. No.

18 Q. What are they -- what's the

19 purpose?

20 A. The notes are provided as

21 capital for the business for general use.

22 Q. Capital for CBSG, right?

23 A. Yes.

24 Q. And they use those funds to

Page 304

1 fund MCA agreements, right?

2 A. Along with every other cash

3 flow-related activity the business has.

4 Q. But they -- they use those

5 funds to fund MCA agreements, correct?

6 A. Not exclusively.

7 Q. Did they use those funds to

8 fund the agreements at issue in this

9 case?

10 A. No.

11 Q. They didn't? Where did the

12 funds come for the MCA agreements at

13 issue in this case?

14 MR. BERMAN: You don't have

15 to answer that question.

16 THE WITNESS: I won't answer

17 the question.

18 BY MR. HESKIN:

19 Q. Okay. Who is Alvin

20 Holdings?

21 A. It's an entity in Texas.

22 Q. What do they do?

23 A. They invest in various

24 deals.

Page 305

1 Q. MCA deals?

2 A. No.

3 Q. Do they broker securities

4 for CBSG?

5 A. No.

6 Q. And why are they listed on

7 this SEC disclosure form?

8 A. They do not any longer. You

9 said do they.

10 Q. Did they at the time of

11 this?

12 A. Yes.

13 Q. All right. What -- what's a

14 finder's fee?

15 A. Finder's fee is defined as a

16 compensation for bringing in capital.

17 Q. Okay. And if you look at

18 Item No. 15 on page 12, how did you come

19 up with that number, $3.6 million?

20 A. That fee is proportionate

21 for amounts paid.

22 Q. Paid to whom?

23 A. Huh?

24 Q. Paid to whom.

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78 (Pages 306 to 309)

Page 306

1 A. To the brokers.

2 Q. Which would include A Better

3 Financial Plan, right?

4 A. Yes.

5 Q. And the lawyer, in-house

6 counsel at the time this form was filed

7 was Cynthia Clark; is that correct?

8 A. Yes.

9 Q. And was she the general

10 counsel at this time?

11 A. Yes.

12 Q. The relevant period is

13 February 12th, 2019, correct?

14 A. Yes.

15 Q. And this was directly the

16 time period in which my client was being

17 funded, right?

18 A. Yes.

19 Q. Okay. And so you're saying

20 none of these funds were used to fund my

21 client's agreements?

22 A. No, not directly.

23 Q. Indirectly were they used?

24 A. They could have.

Page 307

1 Q. Does CBSG have a line of

2 credit to -- did they use a line of

3 credit to fund any of my client's loans?

4 A. No.

5 Q. Does CBSG have a line of

6 credit?

7 A. No.

8 Q. Has CBSG ever had a line of

9 credit?

10 A. No.

11 Q. What was the answer, I'm

12 sorry?

13 A. No.

14 Q. Did it ever -- if it never

15 had a line of credit, I assume it never

16 had a $50 million line of credit, right?

17 A. Right.

18 MR. HESKIN: Can you pull up

19 Exhibit No. 1?

20 BY MR. HESKIN:

21 Q. Have you ever seen this

22 email before?

23 A. No, I have not.

24 Q. Okay. You can go to the

Page 308

1 second email chain dated October 19,

2 2018. Do you see that?

3 Have you had a chance to

4 read that?

5 MR. BERMAN: What?

6 BY MR. HESKIN:

7 Q. The second email.

8 A. The second email. Yes, I

9 see it.

10 Q. Okay. And this is an email

11 from Joe LaForte, right?

12 A. That's right.

13 Q. Is there a reason why his

14 email says Joe Mack?

15 A. That's what he goes by.

16 Q. Is there a reason why his

17 email says Par Funding if he's not

18 employed by Par Funding?

19 A. Our brokers use Par Funding

20 domain names for their emails.

21 Q. Do recipients know that he's

22 not really employed by Par Funding?

23 A. No, they don't know the

24 relationship between brokers and MCA

Page 309

1 companies.

2 Q. Okay. And is that

3 intentional?

4 A. No.

5 Q. It's not intentional? Then

6 why not -- why doesn't this say Full

7 Spectrum Processing or Recruiting and

8 Marketing Resources because that's really

9 what he works for, right?

10 A. No, he works for Recruiting

11 and Marketing Resources. It makes it

12 easier for them to work with a company by

13 having that email address.

14 Q. Why is it easier? Because

15 they -- because they're misled about who

16 he actually works for?

17 A. No, because it makes it less

18 complicated for them to understand that

19 they're talking to representatives of the

20 company rather than a broker.

21 Q. So less complicated for them

22 to -- it's more complicated for them to

23 know the truth?

24 A. For them to understand that

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79 (Pages 310 to 313)

Page 310

1 there's a broker involved, yes.

2 Q. So you don't want them to

3 know there's a broker involved, right?

4 A. Yes.

5 Q. So you're intentionally

6 misleading people to believe there's no

7 broker involved, right?

8 MR. BERMAN: Objection.

9 THE WITNESS: It isn't to

10 mislead the client, it's to make

11 their relationship easier to

12 convey.

13 BY MR. HESKIN:

14 Q. To knowingly keep them in

15 the dark that they're employed by Par

16 Funding when they're actually employed by

17 Recruiting and Marketing Resources,

18 right?

19 MR. BERMAN: Objection.

20 THE WITNESS: No, we have

21 email accounts both ways. These

22 guys often send deals from the

23 broker entity directly. It so

24 happens that Kara, the

Page 311

1 relationship was inside of Par

2 Funding. There's no need for it

3 to go through the broker entity.

4 BY MR. HESKIN:

5 Q. That's interesting. So --

6 so did -- did you search for emails from

7 Joe in the Recruiting and Marketing

8 Resources email?

9 A. No.

10 Q. Why not?

11 A. I didn't need to.

12 Q. Did you search for his AOL

13 account for responsive emails?

14 A. No.

15 Q. Did you put a litigation

16 hold on his emails?

17 A. No.

18 Q. Did you put a litigation

19 hold on anyone's emails?

20 A. Not to my understanding.

21 Q. Are you aware whether or not

22 there's a litigation hold on documents

23 related to this litigation?

24 A. No.

Page 312

1 Q. Has a litigation hold been

2 provided to anyone that worked on the HMC

3 account?

4 A. No, not to my knowledge.

5 Q. Who would be responsible for

6 that?

7 A. I'm not sure.

8 Q. You never received a

9 litigation hold instruction, right?

10 A. Not that I remember.

11 Q. Okay. Let's look at this.

12 So this is Joe Mack. We can -- we can

13 agree that the Joe@ParFunding is one

14 misrepresentation, correct?

15 A. No.

16 Q. Not -- not a

17 misrepresentation?

18 A. No, it's not -- its

19 intension isn't to misrepresent. It's

20 for communication with our clients.

21 Q. I didn't say whether it was

22 intentional or unintentional. It's a

23 flat-out misrepresentation, right?

24 Because he's not at ParFunding.com,

Page 313

1 right?

2 MR. BERMAN: Objection.

3 THE WITNESS: No, he's not a

4 ParFunding.Com.

5 BY MR. HESKIN:

6 Q. Okay. We can agree on that.

7 All right.

8 And here's Joe saying:

9 "I can get him 12 percent

10 for 24 months, interest payable monthly,

11 140K a month, balloon at 24th month."

12 And he says:

13 "Just got audited financials

14 done."

15 That would be something you

16 would have done, right?

17 A. Yes.

18 Q. Okay. And he says here:

19 "We have $270 million in

20 advances working with Par and I have

21 several other funds."

22 Is that a true and correct

23 statement?

24 A. I'm not sure what he means

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80 (Pages 314 to 317)

Page 314

1 by, "I have several other funds."

2 Q. Well, what about the $270

3 million in advances? As of October 19,

4 2018, did Par Funding have $270 million

5 in advances working?

6 A. Yes, that's a good

7 approximation for that period of time.

8 Q. Okay. And it states here:

9 "I have 80 million in the

10 company myself."

11 Is that a true and correct

12 statement?

13 A. No.

14 Q. It's not? So this is an

15 email that is being sent on Par Funding

16 email representing that this is coming

17 from Par Funding and that Joe Mack is not

18 only associated or working for Par

19 Funding, but that he has $80 million in

20 the company himself, right?

21 A. I don't understand your

22 question.

23 Q. Am I right with that

24 characterization, that Joe Mack or Joe

Page 315

1 LaForte is representing -- well, it's

2 actually -- I think we talked about three

3 misrepresentations.

4 First of all, his name is

5 not Joe Mack, right? That's a false

6 represent -- that's a knowingly false

7 representation, right?

8 MR. BERMAN: Objection.

9 BY MR. HESKIN:

10 Q. Right?

11 A. I've already said that's

12 what he goes by.

13 Q. One misrepresentation.

14 Second misrepresentation

15 that he's Joe@ParFunding.com, correct?

16 Knowingly false representation, right?

17 MR. BERMAN: Objection.

18 BY MR. HESKIN:

19 Q. That's two, right?

20 A. Yes.

21 Q. Three, that he has 80

22 million in the company itself, right?

23 That's the third misrepresentation,

24 right?

Page 316

1 MR. BERMAN: Objection.

2 THE WITNESS: Yes.

3 BY MR. HESKIN:

4 Q. Okay. And that his money

5 would be side-by-side with mine.

6 Do you see that?

7 A. Right.

8 Q. That's another

9 misrepresentation, right?

10 A. Yes.

11 Q. Because Joe doesn't have any

12 money, right?

13 A. Right.

14 Q. Do you have any idea why he

15 would be making all these false

16 representations --

17 A. No.

18 Q. -- to my client?

19 A. No.

20 Q. Who is Perry?

21 A. Perry is a consultant for

22 the company.

23 Q. Okay. And what does he do

24 for the company?

Page 317

1 A. He communicates with

2 investors.

3 Q. So he's responsible for

4 telling -- making -- telling investors

5 about what CBSG does, right?

6 A. Yes, he provides information

7 to them.

8 Q. Okay. Perry doesn't

9 actually work for Par Funding, right?

10 A. Perry does not directly work

11 for Par Funding.

12 Q. He's a consultant, right?

13 Right?

14 A. Yes.

15 Q. Any reason why Perry

16 Abbonizio would be representing to people

17 that he also works at Par Funding?

18 A. It depends on his

19 interpretation of how a consulting

20 agreement works.

21 Q. Well, how about him having a

22 Par Funding email?

23 A. Yes, he is a representative

24 of Par Funding and has a Par Funding

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81 (Pages 318 to 321)

Page 318

1 email.

2 Q. And that's something that

3 Par Funding would authorize him to do,

4 right?

5 A. Yes.

6 Q. I can't just get a Par

7 Funding email and call it

8 Shane@Parfunding.com, right?

9 A. Right.

10 Q. I'd have to get

11 authorization from Par Funding, right?

12 A. Yes.

13 Q. And who at Par Funding

14 authorized Perry and Joe to have Par

15 Funding emails?

16 A. I authorized it.

17 Q. You authorized it?

18 A. Yes.

19 Q. How many other people did

20 you authorize to have Par Funding emails

21 that don't have any affiliation with Par

22 Funding?

23 MR. BERMAN: Objection.

24 THE WITNESS: I don't know.

Page 319

1 BY MR. HESKIN:

2 Q. Is it more than a dozen?

3 A. I don't know.

4 Q. How many people have Par

5 Funding emails?

6 A. I don't know.

7 Q. You understand that there

8 should be only one person with a Par

9 Funding email, right?

10 A. No. We have, under our

11 operating agreement, capacity to service

12 the company and they often use Par

13 Funding emails for that.

14 Q. And that's right in the

15 agreement? If I read the agreement, it's

16 going to say that they're authorized to

17 use Par Funding and misrepresent to

18 people that they're really with Par

19 Funding?

20 A. No.

21 Q. I didn't think so. Okay.

22 And so just so we're clear,

23 you were fully aware that Perry

24 Abbonizio's in communication with my

Page 320

1 client and Joe Mack representing himself

2 as being with Par Funding, right?

3 A. Yes.

4 Q. Got it.

5 MR. HESKIN: Did you hear my

6 Alexa? Let's pull up Exhibit 7.

7 BY MR. HESKIN:

8 Q. Have you seen this document?

9 A. I have not.

10 Q. This post says it's written

11 by Joseph LaForte.

12 Do you see that?

13 A. Yes.

14 Q. And it says that he's the

15 director of sales at Par Funding.

16 Do you see that?

17 A. Yes.

18 Q. And that he's generated over

19 a billion dollars in sales for clients in

20 his career.

21 Do you see that?

22 A. Yes.

23 Q. Are those truthful

24 statements?

Page 321

1 A. Yes.

2 Q. He's the director of sales

3 at Par Funding?

4 A. They're a broker entity.

5 Q. I thought he's employed by

6 Recruiting and Marketing Resources?

7 A. Right. We don't have a

8 director of sales at Par Funding, we work

9 with our close broker entity who serves

10 in that function.

11 Q. So Par Funding doesn't have

12 a director of sales, yet it's a truthful

13 statement to say that Joe LaForte is the

14 director of sales at Par Funding, right?

15 A. He's a director of sales by

16 function with Par Funding just because of

17 the operating agreement we have with our

18 sales entity.

19 Q. Okay. Is the guy with the

20 period, is that Joe LaForte?

21 A. No.

22 Q. Who is that guy?

23 A. It looks like stock footage.

24 Q. Okay. That's not really Joe

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82 (Pages 322 to 325)

Page 322

1 LaForte, right?

2 A. No.

3 Q. Why are -- why is Joe

4 LaForte trying to lead people to believe

5 that this is -- this is him?

6 MR. BERMAN: Objection.

7 THE WITNESS: I think it's

8 just a use of stock photo. I

9 think no one believes that that's

10 the guy.

11 BY MR. HESKIN:

12 Q. Is this really an article

13 that was on Forbes.com?

14 A. I would assume so.

15 Q. So if I go on Forbes.com,

16 I'm going to find this article on there?

17 A. Yes. I have not seen this

18 article myself, but I would assume it is

19 on there.

20 Q. So if I called up Forbes,

21 they're going to say that they wrote this

22 article and that Forbes is

23 misrepresenting to people that this

24 picture is really Joe LaForte? You

Page 323

1 really think that Forbes is that

2 incompetent?

3 MR. BERMAN: Objection.

4 THE WITNESS: I have no

5 reason to believe otherwise.

6 BY MR. HESKIN:

7 Q. Really. You think that

8 Forbes Magazine is going to write an

9 article and depict the wrong person on

10 their article?

11 A. No.

12 Q. But that's exactly what this

13 is, right?

14 A. No.

15 Q. It's not? That's not Joe

16 LaForte, right?

17 A. It's not.

18 Q. Okay. But it appears on --

19 apparently it appears on Forbes's website

20 as an article being written by Forbes,

21 right?

22 A. No.

23 Q. No? Who is it written by?

24 A. It says at the top, Written

Page 324

1 by --

2 Q. By who?

3 A. It says Joseph LaForte is

4 the author.

5 Q. So Joe wrote this?

6 A. Yes, it looks like it.

7 Q. Joe -- Joe wrote all of this

8 and he picked the picture and did all

9 this, is that -- is that your testimony?

10 A. I'm not sure.

11 Q. I highly doubt that's true.

12 MR. BERMAN: Is that meant

13 to insult him or just to put a

14 statement otherwise? I mean...

15 MR. HESKIN: I can't imagine

16 that Joe wrote this, but we'll

17 find out.

18 MR. BERMAN: You already

19 asked him these questions, but

20 okay.

21 MR. HESKIN: Go to the next

22 page. I think it's 8 of 36.

23 BY MR. HESKIN:

24 Q. Another post. Have you ever

Page 325

1 seen this document?

2 A. I have not.

3 Q. Again, Joe LaForte --

4 written by Joe LaForte, director of sales

5 Par Funding.

6 Do you see that?

7 A. Yes.

8 Q. That's not him, right?

9 A. Who are you asking? Do you

10 think he's the woman?

11 Q. The picture. That's not him

12 in the picture, right?

13 A. No, again that's stock

14 footage.

15 Q. Okay.

16 MR. BERMAN: Shane, do you

17 have any questions that you want

18 to ask about Kara DiPietro or do

19 you just want to continue this?

20 MR. HESKIN: Go to page 11.

21 BY MR. HESKIN:

22 Q. Joe LaForte, Par Funding,

23 executive director of sales and

24 operations, Miami, Florida.

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 82 of

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83 (Pages 326 to 329)

Page 326

1 Do you see that?

2 A. Yes.

3 Q. That's interesting, isn't

4 it?

5 A. Are you asking me if it's

6 interesting?

7 Q. Yes. Is it accurate?

8 A. Yes.

9 Q. It is accurate. So Par

10 Funding has an office in Miami?

11 A. Yes.

12 Q. And that's where Joe LaForte

13 works out of?

14 A. No.

15 Q. Well, it says here he's in

16 Miami, doesn't it?

17 A. Yes.

18 Q. Okay. And it also says he's

19 the executive director of sales and

20 operations, right?

21 A. Right, I've already

22 explained that.

23 Q. Okay. Well, if he's a

24 director, isn't that something you have

Page 327

1 to disclose on your SEC Form D that you

2 signed?

3 A. No.

4 Q. No? You don't have to

5 disclose all of your directors on the

6 Form D?

7 MR. BERMAN: Objection.

8 BY MR. HESKIN:

9 Q. You identified the three.

10 A. That's not legally who is

11 the director of CBSG.

12 Q. Okay. So this isn't true,

13 he's not really a director, right, even

14 though he's --

15 A. I've already explained, he

16 serves a function through our sales

17 entity.

18 Q. Okay. Well, he's

19 representing that he's the director of

20 sales operations at Par Funding, but

21 you're not disclosing it to the SEC. Is

22 there a reason for it?

23 A. Because it's not really

24 legally valid that he's a sales director

Page 328

1 at Par Funding. He's not on operating

2 agreements or corporate documents.

3 Q. So -- all right. If you go

4 to page 14. Do you see the education

5 portion of this?

6 A. Yes, I see that.

7 Q. If I went to Belmont Abbey

8 College am I going to find an MBA for Joe

9 LaForte?

10 A. I don't know.

11 Q. You don't know? It says

12 right here he's got a master's, an MBA

13 from Belmont Abbey College from 1990 to

14 1992. Is that true?

15 A. I don't know.

16 Q. If I want to Rollins

17 College, am I going to find a bachelor's

18 degree that he earned that one year?

19 A. I don't know.

20 Q. Do you know whether or not

21 that's a truthful statement?

22 A. I don't know.

23 Q. Okay. All right.

24 MR. HESKIN: So go to page

Page 329

1 15.

2 BY MR. HESKIN:

3 Q. It looks like Joe's got a

4 Twitter -- Twitter feed as well? He

5 represents here that he's the vice

6 president at Par Funding; is that right?

7 A. He's not a vice president of

8 Par Funding.

9 Q. Do you understand why he's

10 representing that on his Twitter feed?

11 A. It's the same thing I

12 explained before with our relationship to

13 the sales entity.

14 Q. Do you have any vice

15 presidents at Par Funding?

16 A. No.

17 Q. Oh, okay. Sir, you

18 testified earlier that CBSG only does

19 factoring, right?

20 A. Correct.

21 Q. All right. What's Par

22 Funding's Farm Factory?

23 A. I don't know.

24 Q. You don't know?

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84 (Pages 330 to 333)

Page 330

1 A. I don't know.

2 Q. Well, can you turn to page

3 23? Does this refresh your memory of

4 what Par Funding Farm Factory is?

5 A. No.

6 Q. You've never seen that?

7 A. No.

8 Q. Does it exist?

9 A. No.

10 Q. No, it's not a new program

11 that offers business planning?

12 A. No.

13 Q. Does Par Funding offer

14 business advice to small businesses?

15 A. In the spirit of our

16 product, we give guidance to make sure

17 that the factoring transactions make

18 sense for our clients.

19 Q. And this is directly during

20 the period of my client's agreements,

21 right, June 12th, 2019?

22 A. That's about when they

23 stopped paying us.

24 Q. Yeah. Did Par Funding ever

Page 331

1 give my client business advice?

2 A. I believe that there were a

3 lot of conversations between Joe and Kara

4 in regards to how her business should be

5 run and Kara --

6 Q. Okay. Go ahead.

7 A. And Kara was very

8 appreciative of advice provided to her by

9 Joe.

10 Q. Worked out well, right?

11 A. She said that she would not

12 have grown her business the way she had

13 without the assistance of the factoring

14 product.

15 Q. Sure. And was that

16 statement before or after CBSG confessed

17 judgment against her, froze her bank

18 accounts and sent out 4,000 UCC notices

19 to various entities, is that before or

20 after?

21 MR. BERMAN: Objection.

22 THE WITNESS: Yes, that was

23 before she defaulted on her

24 transactions.

Page 332

1 BY MR. HESKIN:

2 Q. Got it. And you're aware

3 that CBSG sent out 4,000 UCC notices,

4 right?

5 A. I am not aware.

6 Q. You're not aware of that?

7 A. I'm not aware of the total

8 count.

9 Q. Okay. You're aware they

10 sent out UCC notices, right?

11 A. Right.

12 MR. HESKIN: All right.

13 I've got to take a break real

14 quick. Let's come back in 15. So

15 come back at 4:10.

16 (Recess.)

17 BY MR. HESKIN:

18 Q. All right. So welcome back.

19 Joe, is there any reason why

20 everyone at Par Funding uses fake names?

21 A. I don't know what you mean.

22 Q. Well, your name is not

23 really Joe Cole, is it?

24 A. It is.

Page 333

1 Q. Your name -- your last name

2 is Cole?

3 A. No, it's my middle name.

4 Q. Okay. Your real name is

5 Joseph Barleta, right?

6 A. Joseph Louis Cole Barleta.

7 Q. Okay. And why do you use

8 the word Cole?

9 A. Because it's easier to

10 understand and remember.

11 Q. Okay. Do you always use the

12 word -- the name as Joe Cole? What's it

13 say on your license?

14 A. Joseph L. Cole Barleta.

15 Q. And do you always represent

16 yourself as Joe Cole on media, et cetera?

17 A. It depends on the document,

18 but generally, yes.

19 Q. Why does it depend on the

20 document?

21 A. It didn't require full

22 names.

23 Q. So you don't ever go by Joe

24 Barleta?

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85 (Pages 334 to 337)

Page 334

1 A. My mom calls me that.

2 Q. Okay. Well, you don't call

3 yourself Joe Barleta, right?

4 A. No.

5 Q. And Joe Mack is not really

6 Joe Mack, right?

7 A. No. I don't know where he

8 got the nickname from.

9 Q. Okay. And Anthony Ron,

10 that's not really his name, right?

11 A. I believe Ron is his middle

12 name as well.

13 Q. Okay. So he doesn't use

14 his -- his real first and last name,

15 right?

16 A. Anthony is his real first

17 name.

18 Q. Okay. A lot of people

19 misrepresent themselves as being employed

20 by Par Funding. You wouldn't do that,

21 right?

22 A. I was employed by Funding --

23 by Par Funding and still a director of

24 it.

Page 335

1 Q. Okay.

2 A. So if you asked me if I

3 worked for Par Funding I would say yes

4 without getting into the nuances of what

5 a director in the company means.

6 Q. What are the nuances?

7 A. A director is in charge of

8 certain aspects of the business, not

9 necessarily an employee, that whole

10 conversation.

11 Q. What's Capital Source 2000?

12 A. Capital Source 2000 is a

13 company I have outside of Par Funding.

14 Q. And you're the owner of

15 Capital Source?

16 A. One of the owners.

17 Q. Who is the other owner?

18 A. William Bromley.

19 Q. All right. Well, you

20 wouldn't -- you wouldn't misrepresent to

21 people that Par Funding is based in

22 Philadelphia, would you?

23 A. We have operations through

24 our operating agreement with the

Page 336

1 processing entity in Philadelphia.

2 Q. Yeah. But I mean, we talked

3 about this ad nauseam today. Par Funding

4 is not based in Philadelphia, right?

5 A. Correct.

6 Q. Okay.

7 MR. HESKIN: Can you pull up

8 Exhibit No. 20, please?

9 BY MR. HESKIN:

10 Q. What is The Marque?

11 A. That's a profile.

12 Q. Did you write it?

13 A. Nope, it's a professional

14 that wrote that.

15 Q. Did they contact you?

16 A. Yes.

17 Q. And you gave them the

18 information for it?

19 A. Yes.

20 Q. And -- and you reviewed it

21 before it was published, right?

22 A. Yes.

23 Q. And if I go on that website

24 right now, which I just did, I'd find the

Page 337

1 exact same information, right?

2 A. That's correct.

3 Q. Okay. Any reason why you're

4 representing that Par Funding is based in

5 Philadelphia?

6 A. It's where we operate

7 through the Full Spectrum operating

8 entity.

9 Q. Well, let's look at what you

10 say here on here under Biography, second

11 paragraph:

12 "Since 2012, Joseph has also

13 served as the chief financial officer for

14 Complete Business Solutions Group, Inc.,

15 a commercial factoring company based in

16 Philadelphia."

17 Do you see that?

18 A. Yes.

19 Q. It's not true, is it?

20 A. It was originally based in

21 Philadelphia. Subsequently moved to

22 Florida.

23 Q. So that statement, as we

24 stand here today, is incorrect, right?

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86 (Pages 338 to 341)

Page 338

1 A. Yeah. I mean, you're

2 talking about an old profile, right?

3 Q. This is an old profile?

4 A. I don't know the last time

5 they updated this thing was.

6 Q. When did you do this

7 profile?

8 A. It was a while ago.

9 Q. Well, it couldn't have been

10 too far, it talks about your positions

11 include CFO at Full Spectrum Processing,

12 that --

13 A. Yeah, they update the copy

14 on it. The writer does.

15 Q. That happened in 2017,

16 right?

17 A. Correct.

18 Q. Okay. So they got that

19 updated information, right?

20 A. Yes.

21 Q. Okay. And Vision Solar,

22 what's that?

23 A. That is a solar panel

24 construction company in New Jersey.

Page 339

1 Q. Who owns that?

2 MR. BERMAN: You don't have

3 to answer these questions.

4 BY MR. HESKIN:

5 Q. Are you refusing to answer?

6 MR. BERMAN: Yeah, I'm

7 telling him not to answer.

8 BY MR. HESKIN:

9 Q. Okay.

10 MR. BERMAN: This is not an

11 asset deposition of Joe Cole.

12 It's actually harassing.

13 BY MR. HESKIN:

14 Q. What's your role at Vision

15 Solar?

16 MR. BERMAN: You don't have

17 to answer that question.

18 MR. HESKIN: You're

19 instructing him not to answer?

20 MR. BERMAN: I'm instructing

21 him you have zero good faith basis

22 as part of the HMC versus Complete

23 Business Group, Inc., to be

24 talking about Joe Cole's role with

Page 340

1 a solar company in New Jersey,

2 yes. This is harassing.

3 MR. HESKIN: Okay. It's

4 actually impeachment for his prior

5 testimony that Par Funding doesn't

6 loan-to-own.

7 MR. BERMAN: I have no idea

8 what you're talking about. That

9 has nothing --

10 MR. HESKIN: I know you

11 don't, so that's why your

12 objection is baseless.

13 MR. BERMAN: Listen, you can

14 call it whatever you want. You're

15 not going to go into ownership

16 information of his assets. Ask

17 him a question that you can

18 impeach.

19 MR. HESKIN: This isn't his

20 asset, this is owned by Lisa

21 McElhone, isn't it?

22 MR. BERMAN: That's none of

23 your business. It's none of your

24 business.

Page 341

1 BY MR. HESKIN:

2 Q. Is it or is it not true that

3 Vision Solar was obtained -- was a prior

4 merchant agreement -- was a merchant

5 customer of CBSG?

6 MR. BERMAN: Yes. Your

7 questions are directly violative

8 of a court order.

9 Do not answer the question.

10 MR. HESKIN: Okay. Got it.

11 BY MR. HESKIN:

12 Q. And if you look -- look at

13 page 2, it lists separately CBSG and Par

14 Funding, right?

15 A. Yes.

16 Q. Aren't they one and the

17 same?

18 A. Yes.

19 Q. Is there a reason why you

20 did it twice?

21 A. No.

22 MR. HESKIN: All right.

23 Let's pull up Exhibit No. 31.

24 BY MR. HESKIN:

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 86 of

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87 (Pages 342 to 345)

Page 342

1 Q. Have you seen this document

2 before?

3 A. Yes.

4 Q. You signed it, right?

5 A. Correct.

6 Q. Do you typically

7 misrepresent the location of CBSG, is

8 this a common practice of yours?

9 A. Same thing with the

10 operating agreement we have in

11 Philadelphia.

12 Q. Okay. So you think that's a

13 truthful and accurate statement --

14 A. Yes.

15 Q. -- at the top?

16 A. Yes.

17 Q. That CBSG is located at 20

18 North 3rd Street?

19 A. Yes, by proxy with our

20 operating agreement with the processing

21 entity.

22 Q. Even though CBSG doesn't pay

23 taxes to Philadelphia, right?

24 A. Correct.

Page 343

1 Q. Okay. Does the City of

2 Philadelphia know that CBSG's

3 representing that it's located at 20

4 North 3rd Street?

5 MR. BERMAN: Objection.

6 THE WITNESS: I don't know.

7 BY MR. HESKIN:

8 Q. Okay. All right. Can you

9 again state for the record who -- who

10 this Clifton Larson Allen is?

11 A. That is a financial auditor.

12 Q. Okay. And the information

13 provided in here is from you, right?

14 A. From our department, yes.

15 Q. And it's dated October 24th,

16 2019, right?

17 A. Yes.

18 Q. Is the information in here

19 true and correct?

20 A. Yes.

21 Q. Yes?

22 A. Yes.

23 Q. Okay. This is for the

24 December 19th, 2018 agreement, right?

Page 344

1 A. Correct.

2 Q. And it states here that the

3 daily specified payment is $3,500, right?

4 A. Correct.

5 Q. And that's a required

6 payment, right?

7 A. Yes.

8 Q. And it's a fixed payment,

9 isn't it?

10 A. It is.

11 Q. It is. In fact, I have an

12 email from Joe confirming that these

13 payments are fixed, right?

14 A. Correct.

15 Q. Okay.

16 MR. HESKIN: Can you pull

17 up -- let me just see. I want to

18 pull up this one first. Pull up

19 Exhibit No. 22.

20 BY MR. HESKIN:

21 Q. Have you seen this document?

22 A. No.

23 Q. This is an email from Aida

24 Lau, right?

Page 345

1 A. Yes.

2 Q. And again it says that she's

3 at Par Funding, right?

4 A. Yes.

5 Q. Not really true, right?

6 A. She's an operator out of

7 Full Spectrum. Again, the same service

8 agreement that we have.

9 Q. Okay. And here she is

10 confirming that the Joe says the

11 agreements are fixed, you need to come

12 and discuss about this, right?

13 A. Yes.

14 Q. And that's your

15 understanding as well, right?

16 A. Yes.

17 Q. Okay.

18 MR. HESKIN: Let's pull up

19 Exhibit No. 29. Well, before we

20 get to 29. Let's go to -- yeah,

21 let's go to Exhibit 25.

22 BY MR. HESKIN:

23 Q. Have you ever seen this

24 document before?

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 87 of

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88 (Pages 346 to 349)

Page 346

1 A. Yes.

2 Q. It's inconsistent with the

3 testimony you just gave me, isn't it?

4 A. Let me read it. Oh, this

5 was in communications with Kara letting

6 her know we didn't want to do an

7 additional deal.

8 Q. Well, this is on the 12/19

9 contract?

10 A. Yes.

11 Q. The daily payment went from

12 3,500, which you said was fixed --

13 A. Right.

14 Q. -- to 16,500. Do you see

15 that?

16 A. Yup.

17 Q. What's the basis for doing

18 that?

19 A. There's multiple payments

20 that we were processing for her at the

21 time. She was confused about how those

22 payments are being reconciled and applied

23 to her different deals.

24 Q. Really? Are you sure about

Page 347

1 that?

2 A. Yes.

3 Q. And what's the basis for

4 that?

5 A. Because Kara's bookkeeper

6 and her accounting know-how on this is

7 not very good.

8 Q. Really? So you're not --

9 you don't -- you didn't speak to Joe --

10 Joe LaForte about this, did you?

11 A. No, that's an email from her

12 to me copying her accountant, Aida and

13 Joe.

14 Q. Are you aware that Joe

15 instructed Aida to increase the payments?

16 MR. BERMAN: Objection.

17 THE WITNESS: No.

18 BY MR. HESKIN:

19 Q. You're not aware of that?

20 A. No.

21 Q. Who directed the payments to

22 be increased from 3,500 to 16,500?

23 A. I directed it.

24 Q. You directed it?

Page 348

1 A. Aida reports to me.

2 Q. Okay. You directed it?

3 A. Yes.

4 Q. And how did you come up from

5 the number increasing it from $3,500 to

6 16,500?

7 A. Because like your other

8 transaction, she was passed on the

9 regular fee portion and we had to

10 reassess the factor rate on that

11 transaction.

12 Q. That's your testimony?

13 A. That's correct.

14 MR. HESKIN: Let's pull up

15 Exhibit No. 29.

16 BY MR. HESKIN:

17 Q. Have you ever seen this

18 document?

19 A. No.

20 Q. Who is John Hartley?

21 A. John Hartley is counsel for

22 FSP.

23 Q. For who?

24 A. Full Spectrum Processing.

Page 349

1 Q. And he's actually counsel

2 for -- acts as counsel on behalf of CBSG,

3 right?

4 A. Correct.

5 Q. Okay. And what does he say

6 the reason for the payments is?

7 MR. BERMAN: Objection, that

8 would call for attorney/client

9 privileged communication.

10 MR. HESKIN: No, it's not.

11 It's right here in writing and

12 it's an email --

13 MR. BERMAN: I

14 misunderstood. You actually want

15 him to read the email to you and

16 say what John Hartley said. I'm

17 sorry, I didn't realize that would

18 be your question.

19 So Joe, yeah, please look at

20 the email and tell him what the

21 email says.

22 THE WITNESS: John Hartley's

23 email reads:

24 "Joshua, Regarding your

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89 (Pages 350 to 353)

Page 350

1 question, under both the

2 August 24th, 2018 and October 3rd,

3 2018 agreement" --

4 BY MR. HESKIN:

5 Q. And I'm not talking about

6 that one, I'm talking about

7 December 19th, which is the second

8 paragraph.

9 A. You want me just to read the

10 second paragraph?

11 Q. You don't have to read it

12 out loud. Just tell me -- tell me if

13 that's consistent with what you just told

14 me under oath. Which story is correct,

15 the one you just told me or the one that

16 Hartley told Krakowski back May 14th,

17 2019, when this actually transpired?

18 A. I agree. It's based on the

19 agreement having the ability to increase

20 the payment.

21 Q. That's not what you just

22 testified to.

23 A. That what I concurred on my

24 agreement, too. It was listed on there

Page 351

1 as an ability for us to raise payment.

2 Q. Okay. And it's saying

3 that -- first of all, your testimony

4 again is all over the, place but that's

5 fine.

6 Second of all --

7 MR. BERMAN: Are you making

8 a statement to him or are you

9 like -- are you -- you don't like

10 his answers, you just make

11 statements.

12 MR. HESKIN: No, I love

13 them. Don't worry, I love his

14 answers.

15 MR. BERMAN: I love you that

16 love it. Shane, I mean, you love

17 it when you have a client that has

18 no damages. But keep on going.

19 Keep on making the insulting

20 statements about everyone at the

21 company. It's okay. And make up

22 lies about racketeering claims

23 against certain individuals. Just

24 keep on going.

Page 352

1 Ask questions, it's a

2 deposition.

3 MR. HESKIN: Good.

4 BY MR. HESKIN:

5 Q. So which is true, the

6 testimony you gave me five minutes ago or

7 what's stated here by her?

8 A. Both. I don't see -- don't

9 see an incongruent statement here with

10 the one that I said.

11 Q. Here it says that the

12 increases were based on an increase in

13 income, right?

14 A. Are you asking me to read

15 this again?

16 Q. I'm -- am I reading that

17 correctly?

18 A. No, it doesn't say it's

19 based on an increase in income.

20 Q. It says:

21 "Because the daily amount

22 could be increased based on a percentage

23 of income."

24 Do you see that?

Page 353

1 A. Yes.

2 Q. Okay. So I'd assume that

3 when they increased from 3,500 to $19,000

4 a day, there must have been a

5 corresponding increase in income, right?

6 A. Yes.

7 Q. And you're the one that

8 calculated it. You just testified five

9 minutes ago you calculated it, right?

10 A. Yes, based on the agreement

11 that that was the reason why we could

12 increase the rate.

13 Q. Okay.

14 MR. BERMAN: Shane, Shane,

15 Shane. Shane, before you ask a

16 question, I have to take a call

17 for one second. All right.

18 MR. HESKIN: Sure.

19 MR. BERMAN: Okay. Thanks.

20 (Recess.)

21 BY MR. HESKIN:

22 Q. Sir -- so Joe, you testified

23 earlier that you made the calculation to

24 increase the payments. What information

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 89 of

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90 (Pages 354 to 357)

Page 354

1 did you base it on? What information did

2 you have to base the calculation?

3 A. That was based on the same

4 information John Hartley is referring to

5 on the agreement.

6 Q. Okay. What specific

7 information did you have? Did you have

8 their bank statements?

9 A. I'd have to refer back to

10 what it said on the agreement.

11 Q. Well, it says income,

12 remember, can increase it based on

13 income?

14 A. Yes.

15 Q. And I want to know, you're

16 the one that made the decision to

17 increase it, you're the one that

18 increased it from 3,500 to $19,000 a day.

19 Actually, I think it was $20,000 a day.

20 What did you base it on?

21 A. It was based on the

22 agreement.

23 Q. Okay. I got -- I got the

24 agreement, but what financial

Page 355

1 information? Hartley says it was because

2 there was an increase in income. What

3 did you have in your -- in front of you

4 that showed that the income increased by

5 a factor of six in less than a month?

6 MR. BERMAN: Objection.

7 THE WITNESS: I'd have to

8 refer to the agreement and the

9 information provided by the

10 customer department.

11 BY MR. HESKIN:

12 Q. You're the 30(b)(6), you

13 should have reviewed and educated

14 yourself on it. What's CBSG's position

15 on what the basis was for increasing the

16 daily payments from 3,500 to nearly

17 $20,000 a day?

18 A. Based on a percentage of

19 income as detailed on the agreement.

20 Q. Okay. And what information

21 did CBSG -- you, since you're the one

22 that did it, what information did you

23 have that showed such a drastic increase

24 in income?

Page 356

1 MR. BERMAN: Objection.

2 BY MR. HESKIN:

3 Q. What did you review?

4 A. We have to -- we would have

5 had the client information and

6 communications from the client.

7 Q. I'm asking you not what

8 would you have done, what did you do?

9 What did you review? So I can make the

10 same calculation, I can go look at the

11 bank statement, I can go look at the

12 income statement, whatever statement you

13 looked at and compare and do the math and

14 come up with these numbers?

15 A. Yeah, it would be based on

16 that information.

17 Q. On the bank statements?

18 A. On whatever they provided to

19 me at the time.

20 Q. So I'll be able to see an

21 email from -- that your lawyers produced

22 showing the bank statements that you

23 looked at to make that calculation?

24 A. It's not necessarily the

Page 357

1 bank statements, it's whatever current

2 information is being communicated by the

3 client in our underwriting customer

4 service department.

5 Q. Well, I'm asking you

6 specifically what you based it on. You

7 just said bank statements. So I should

8 be able to look at the bank statements,

9 see it in your email, see some record of

10 it in the underwriting file or whatever

11 that you made the calculation that the --

12 an increase by 6, 7 percent -- six, seven

13 times, right?

14 A. I didn't say bank statement,

15 you said bank statement.

16 Q. Oh, I said it. So when we

17 go back and look at the transcript, I'm

18 not going to find the word bank statement

19 from you?

20 A. You brought it up, yes.

21 Q. Well, then if -- it wasn't

22 the bank statements, right? Okay. So

23 now we're taking -- you didn't look at

24 the bank statements, right? You didn't

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Page 358

1 look at the bank statements?

2 A. I don't recall what was

3 reviewed.

4 Q. What was reviewed?

5 A. I said I don't recall what

6 was reviewed.

7 Q. Well, what's CBSG's

8 corporate position as to what they based

9 it on?

10 A. It was based on --

11 Q. If you don't know, that's

12 fine, that's great. Is it CBSG's

13 corporate position that they don't know

14 what they based the increase on, is that

15 their corporate position?

16 MR. BERMAN: Objection.

17 THE WITNESS: No.

18 BY MR. HESKIN:

19 Q. Okay. Well, what did they

20 base it on?

21 A. I'm saying the decision was

22 based on the agreement and documentation

23 provided by our customer service

24 underwriting department when we increased

Page 359

1 that payment.

2 Q. Okay. And what specific

3 information was provided to you since

4 you're the one that made that

5 calculation?

6 A. I don't recall what the

7 specific information was.

8 Q. Okay. So you can't identify

9 to me as you sit here today why you

10 authorized an increase from 3,500 to

11 $19,995 a day in the span of less than a

12 month?

13 A. I don't recall the specific

14 information reviewed to make that

15 decision.

16 Q. As you sit here today, do

17 you -- are you aware that HMC's income

18 increased by seven times, 700 percent in

19 the span of a month?

20 A. No, I'm not aware of that.

21 Q. Is that what you thought

22 when you increased it from 3,500 to

23 nearly $20,000 a day?

24 A. We had a discussion with her

Page 360

1 and her numbers.

2 Q. So I'm going to find an

3 email that says that, Yeah, go ahead and

4 increase my payments to 20,000 a day?

5 A. The information she provided

6 to us from emails and verbal

7 communications. This is how we're

8 receiving this information. That's how

9 it's typically done.

10 Q. We just look at the email

11 from Kara to you saying, What are you

12 doing, you increased it from 3,500 to

13 $16,000, what are you basing it on?

14 A. We're basing it on --

15 Q. Right? So she wasn't in

16 agreement.

17 A. Yeah.

18 Q. So you didn't get that

19 information from my client, right,

20 because she's disagreeing with it, right?

21 Right?

22 A. That's the only source of

23 information. We don't have any other

24 source of information other than what's

Page 361

1 provided to us from their communications.

2 Q. Okay. And the information

3 that my client is saying that she gave

4 you doesn't support an increase of

5 700 percent in payments, right?

6 MR. BERMAN: Objection.

7 THE WITNESS: The

8 information provided by Kara

9 supports, based on the document

10 that we have with that

11 transaction, the basis to increase

12 the payment. There's no doubt

13 about that.

14 BY MR. HESKIN:

15 Q. Okay. And you can't point

16 to the document that supports your

17 increase, right?

18 A. The merchant agreement.

19 Q. Okay. That's the legal --

20 purported legal basis, but I want to know

21 what document can you point me to that

22 demonstrates that HMC's income increased

23 700 percent in the span of a month?

24 A. That's not what I'm saying.

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Page 362

1 You're saying that their income increased

2 by 700 percent in the span of a month.

3 Q. That's what your

4 calculations did. It went from $3,500 a

5 day to $19,995 a day. So apparently the

6 income must have correspondedly increased

7 by that amount, right?

8 A. You're citing that in

9 hypothetical, not the actual transaction.

10 Q. I'm trying to get inside

11 your head, so you tell me what you were

12 thinking when you did it. You're the one

13 that did it. Tell me.

14 A. The decision was based on

15 the merchant agreement that she had

16 executed with us that we provided in

17 discovery and the communications we had

18 with her and her company.

19 Q. Okay. Got it. And you

20 can't point me to a document, right?

21 A. No, I don't have a specific

22 document to point to.

23 Q. Not bank statements, right?

24 You didn't look at her bank statements,

Page 363

1 right?

2 MR. BERMAN: Objection.

3 THE WITNESS: I did not look

4 at her bank statements.

5 BY MR. HESKIN:

6 Q. Did you look at her -- what

7 other than bank statements would you look

8 at? Tell me what are the -- what's the

9 world of possibilities that you could

10 have looked at in order to determine that

11 her -- her income increased by

12 700 percent?

13 MR. BERMAN: Objection.

14 THE WITNESS: Again, I'm not

15 saying that her income increased

16 by 700 percent.

17 BY MR. HESKIN:

18 Q. Well, the payments did.

19 MR. BERMAN: Objection.

20 THE WITNESS: That payment

21 increased, yes.

22 BY MR. HESKIN:

23 Q. By 700 percent?

24 A. 3,500 to 19,000, correct.

Page 364

1 Q. Yeah. And so tell me

2 what -- what document -- what's the world

3 of documents that you had to look at that

4 justified you making an ACH withdrawal of

5 19,995? That's a wire transfer that you

6 authorized, you calculated and you did

7 it. What did you base it on?

8 MR. BERMAN: You mean other

9 than the multiple times he's

10 answered this question for you?

11 MR. HESKIN: I want to know

12 what he looked at.

13 MR. BERMAN: Well, you've

14 asked him the same question and

15 he's answered you over and over

16 again, with discussions with

17 counsel. So do you want him to

18 just repeat that again or do you

19 want a different question?

20 MR. HESKIN: I want the

21 world of possibilities.

22 MR. BERMAN: Joe, answer

23 again just like you did three

24 times.

Page 365

1 THE WITNESS: The discussion

2 with the client and the numbers

3 provided by them.

4 BY MR. HESKIN:

5 Q. Okay. What numbers were

6 provided from my client and when did they

7 provide them to you?

8 A. The numbers provided by

9 their client were their internal cash

10 flow revenue numbers, internal financials

11 and Josh, her CFO, and her regularly

12 communicated that to our team, both in

13 accounting and underwriting.

14 Q. Okay. And where in the

15 agreement did it say that you could

16 increase the payment in a matter of

17 weeks?

18 A. It's detailed on the

19 agreement provided.

20 Q. Okay. How many times did

21 you make that calculation?

22 A. How many times did I

23 calculate what the rate of increase was?

24 Q. Yeah, how many times?

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Page 366

1 A. One time.

2 Q. One time?

3 A. This specific payment or

4 other deals?

5 Q. No, this -- this deal, how

6 many times did you make a calculation

7 saying that this should be increased?

8 A. Yeah, one time. We don't

9 have to redo it. It's a fairly

10 straightforward agreement.

11 Q. So one time, that's your

12 testimony?

13 A. That I looked at it. You

14 can be sure that other departments and

15 other personnel looked at it as well.

16 Q. How many times was it

17 increased?

18 A. How many times was what

19 increased?

20 Q. The daily payment increased.

21 A. For this transaction?

22 Q. Yeah. You said you only had

23 to do it once, right?

24 A. Yeah, for this specific

Page 367

1 payment. We calculated it that day.

2 Q. Well, it started at 3,500,

3 right?

4 A. Yes.

5 Q. So under the terms of

6 agreement, how frequently would you

7 assess that?

8 A. I don't recall.

9 Q. Well, what's it say under

10 the agreement?

11 A. I don't have the agreement

12 in front of me.

13 Q. Okay. Well, let's pull up

14 the agreement.

15 THE TRIAL TECH: What

16 exhibit number is that?

17 MR. HESKIN: I'm looking for

18 it. Hold on. I might not have

19 it. Here it is. I'm going to

20 email it to you right now.

21 THE TRIAL TECH: All right.

22 MR. HESKIN: Let's take a

23 five-minute break and I'll send it

24 to you.

Page 368

1 THE TRIAL TECH: Okay.

2 MR. HESKIN: Try Exhibit 14.

3 Keep on going. This is it.

4 THE TRIAL TECH: Okay.

5 MR. HESKIN: All right. Go

6 all the way -- keep ongoing. Next

7 page. Next page, next page, next

8 page, next page. Actually, go

9 back. Go back. I think it's

10 right there. That one right

11 there. So this actually doesn't

12 even list the December '19

13 agreement on it. All right.

14 Let's go to -- instead we'll

15 use -- I think it's the last

16 exhibit I gave you guys. Can you

17 pull that up?

18 THE TRIAL TECH: The one you

19 just sent over or the one before

20 that?

21 MR. HESKIN: Try the one

22 before. Yup, I think this is it.

23 BY MR. HESKIN:

24 Q. Okay. All right. Joe, have

Page 369

1 you seen these?

2 A. Yes.

3 Q. Okay. So this is page 2 of

4 each of the factoring agreements. Are

5 you familiar with this?

6 A. Yes.

7 Q. Okay. And on this first

8 one, it says here the --

9 MR. HESKIN: If you can blow

10 that up a little bit, the purchase

11 price in the middle?

12 BY MR. HESKIN:

13 Q. Is 862, and your specified

14 percentage is 10 percent.

15 Do you see that?

16 A. Yes.

17 Q. So CBSG is buying 10 percent

18 of HMC's receivables in this agreement,

19 right?

20 MR. BERMAN: Objection.

21 THE WITNESS: Yes.

22 BY MR. HESKIN:

23 Q. Yes. Okay. And the daily

24 amount is $7,812, right?

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Page 370

1 A. Correct.

2 Q. And that's supposed to

3 represent a good faith estimate of the 10

4 percent, right?

5 A. Right.

6 MR. BERMAN: Objection.

7 BY MR. HESKIN:

8 Q. Right? Okay. And that's

9 how I understand it as well.

10 And this is -- the 167 days

11 is how many days it's anticipated to be

12 paid off on?

13 A. 167 installments, correct.

14 Q. That's business days,

15 correct?

16 A. Correct.

17 Q. So as of February 15th,

18 2018, 10 percent of HMC's daily

19 receivables is estimated at $7,800 a day,

20 right?

21 A. As of the time that they

22 underwrote this file, correct.

23 Q. Got it. Okay.

24 MR. HESKIN: Can we go to

Page 371

1 the next page?

2 BY MR. HESKIN:

3 Q. So this is a month later,

4 right? March 16th, 2018.

5 A. Yes.

6 Q. All right.

7 MR. HESKIN: Can you blow up

8 the middle portion again?

9 BY MR. HESKIN:

10 Q. Now, 10 percent of their

11 daily receivables is only 27,000 --

12 2,750, right?

13 A. It's not total daily

14 receivables. It's for what was being

15 underwritten.

16 Q. Explain that to me.

17 A. When we look at merchant

18 receivables, we have a basis on whatever

19 cash flow they're receiving from their

20 clients. Like the original one that you

21 showed me details out 10 percent of that

22 $800,000 number, there can be specific

23 receivables assigned to each one of these

24 deals, meaning if we know that there's

Page 372

1 one receivable item on their AR schedule

2 that happens to be a $275,000 contract

3 for the business, we'll base our funding

4 from that total.

5 Q. Okay. Well, this agreement

6 doesn't say that, does it?

7 A. I'm explaining to you,

8 that's what the 10 percent basis is.

9 Q. Well --

10 A. The purchase price and not a

11 receivable.

12 Q. Well, this agreement says

13 it's buying 10 percent of all of HMC's

14 receivables, doesn't it?

15 A. No.

16 Q. No? It doesn't say that?

17 A. No, I'm saying in

18 underwriting we go through and identify

19 specific receivables such as the one you

20 detailed out those invoices for.

21 Remember the 10 percent that you pointed

22 out that was incorrect?

23 Q. Yeah.

24 A. We are basing that on actual

Page 373

1 invoices that the client has and we're

2 applying a factor rate to it to collect

3 on so that we can be made whole when we

4 advance this money.

5 Q. So this 10 percent of what?

6 A. Of an underwritten

7 receivable that they went through for

8 this deal.

9 Q. Where am I going to find in

10 this agreement where the -- those

11 receivables are? Because the agreement

12 says you're purchasing 10 percent of all

13 of the receivables.

14 MR. BERMAN: Objection.

15 BY MR. HESKIN:

16 Q. Right? That's what the

17 contract says, right?

18 MR. BERMAN: Objection.

19 THE WITNESS: Yeah, what I'm

20 saying is in actual practical

21 day-to-day, when you have multiple

22 deals like Kara does, it isn't

23 just a single agreement that

24 applies anymore. You're talking

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Page 374

1 about the entirety of all these

2 different deals.

3 Kara is an industrious

4 business owner. She's got

5 multiple contracts, multiple

6 clients she is working on, and

7 she's asking for cash flow from

8 those receivables to be advanced

9 to her as part of this agreement.

10 BY MR. HESKIN:

11 Q. But that's not what the

12 actual agreement says, right?

13 A. What I'm describing to you

14 is what the agreement says when it

15 pertains to a client that has multiple

16 large factoring agreements with us. It's

17 not just a one-and-done, this is a

18 complex system of deals we did with

19 Kara's entity that we've done for a

20 couple years.

21 Q. Well, right now this is just

22 two deals, right?

23 A. Correct.

24 Q. We're through two, and in

Page 375

1 the first agreement you purchased 10

2 percent, right?

3 A. Yes.

4 Q. And 10 percent of her

5 receivables in February of 2018 was about

6 $7,800, right?

7 A. Yeah, based on that one

8 deal, right.

9 Q. Okay.

10 A. Do you see the contingency

11 on this entity or this deal?

12 Q. Okay. And then a month

13 later it's now 2,750, right?

14 A. No, what I'm saying is on a

15 per deal basis, we're looking at specific

16 receivables and I'm trying to describe to

17 you how this is being calculated.

18 Q. Yeah.

19 A. The number of deals that

20 Kara has with the company.

21 Q. So what actually happened is

22 different than what the agreement

23 actually says, right?

24 A. No, it still covers the

Page 376

1 agreement, we still have the basic

2 purchase and we're trying to cover 10

3 percent of receivables, but when you have

4 multiple large dollar contracts, we silo

5 each transaction out for that one

6 receivable.

7 Obviously Kara is making

8 more than 275,000 in receivables and in

9 the other contracts, they have very

10 healthy numbers, they had strong

11 underwriting.

12 So the hypothetical here as

13 detailed in this installment program is

14 that the expected turnaround on the

15 receivable that we detailed, if it's

16 received in a shorter period of time,

17 we're buying less of it, and it's done in

18 a longer period of time, we're buying

19 more of it because we expect her to make

20 the decision as a competent business

21 person to -- when to leverage the MCA

22 money. That's the spirit of this

23 transaction.

24 Q. Okay. Can you read for me

Page 377

1 the first paragraph under purchase and

2 sale of future receivable seller

3 recourse? Can you just read for me that

4 first sentence, tell me what that means?

5 It's totally different from what you just

6 explained.

7 THE TRIAL TECH: Do you want

8 me to blow that up so you can read

9 it better?

10 THE WITNESS: Yeah, if you

11 could, please.

12 "Seller and merchant hereby

13 sells, assigns and transfers to

14 CBSG, making CBSG the absolute

15 owner in consideration of the

16 funds provided, purchase price.

17 As specified below, all of seller

18 and merchant's future receipts,

19 accounts, contract rights and

20 other obligations arising from or

21 relating to the payment of monies

22 from seller and merchant's

23 customers and/or third party

24 payors, collectively the receipts,

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Page 378

1 defined as all payments made by

2 cash, check, credit, debit card,

3 electronic transfer or other form

4 of monetary payment in the

5 ordinary course of the merchant's

6 business until such time as the

7 receipts purchased amount has been

8 delivered by seller/merchant to

9 CBSG."

10 BY MR. HESKIN:

11 Q. Okay. So in the first

12 contract, HMC already sold all of its

13 receivables to CBSG, right?

14 A. No. By this portion of

15 it --

16 Q. That's not what that says.

17 Hereby sells, assigns transfers all of

18 the receivables, right?

19 A. Right, under the context of

20 this funding.

21 Q. It's purchasing all of them,

22 right?

23 A. No.

24 Q. It's not?

Page 379

1 A. It's not.

2 Q. So it doesn't really say --

3 what it says, "Hereby sells, assigns and

4 transfers to CBSG all of seller's future

5 receipts," that doesn't really mean that?

6 A. No, and I think you're being

7 deliberately dense. I keep explaining to

8 you how each individual deal is

9 transacted on the funding receivables for

10 different receivables the client has.

11 Business does not have a

12 static revenue curve, right? They're

13 going to have more deals coming in,

14 they're going to have different

15 transactions coming through.

16 Kara provided to us document

17 that she has new receivables, new

18 projects, new lines of revenue from her

19 business, so when we do these factoring

20 agreements, they're individually

21 considered to facilitate working capital

22 for her to do those transactions with.

23 Q. Okay. And it's not --

24 that's inconsistent with what's stated at

Page 380

1 the front of the agreement, though,

2 right?

3 A. It is exactly what I'm

4 describing is that we're financing a part

5 of that receivable. Whatever that

6 project is, call it 275, call it

7 $800,000, this individual factoring

8 agreement is reflected with that amount.

9 Q. Where are the invoices that

10 are -- that are being bought? Where is

11 that identified at?

12 A. So in the other agreement

13 you showed me, you had the list of

14 invoices. You submitted a list of PO

15 numbers, receivables that we were

16 supposed to get, but it turns out she

17 liquidated the collateral that we funded,

18 unbeknownst to us, and collected

19 receivables without remitting it to us.

20 Q. I got it, and my question is

21 on this agreement. I understand you want

22 to talk about a different agreement, but

23 I'm talking about --

24 A. I'm trying to answer all

Page 381

1 your questions. I'm trying to answer,

2 this agreement, that agreement --

3 Q. Yeah.

4 A. -- and the details are being

5 provided by Kara. I'm saying

6 specifically this agreement. Your other

7 agreement had a Schedule A to it.

8 Q. We can get to the next

9 agreement, but I'm talking about this

10 agreement, and you said there are certain

11 receivables that are being purchased,

12 that there's certain invoices, where?

13 Where is it identified? It's not

14 identified here, right?

15 A. It's identified as part of

16 our underwriting process.

17 Q. But it's not in the

18 contract, right?

19 A. It's not in the body of the

20 contract. We have a whole underwriting

21 package that identifies this, and

22 sometimes they have individually

23 identified receivables like in the other

24 example you provided.

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Page 382

1 Q. Okay. So somewhere, if I

2 look at the underwriting file which has

3 been produced, I'm going to see that

4 there were specific receivables and

5 invoices that were specifically bought

6 for each one of these transactions,

7 right?

8 A. Her accountant, CFO Josh

9 provided the receivables schedule, he had

10 intimate knowledge of the type of

11 business she's in, just like our other

12 merchants, specifically what receivables

13 we're financing as part of this --

14 Q. Here's my question: If

15 you're buying a receivable that's tied to

16 an invoice on day one, right? You're

17 buying it for a purchase price and you're

18 supposedly buying that -- 10 percent of

19 that invoice and that receivable hasn't

20 come in on day two, where is that money

21 coming from?

22 MR. BERMAN: Objection.

23 THE WITNESS: It comes from

24 the routine cash flow of the

Page 383

1 business.

2 BY MR. HESKIN:

3 Q. So it's coming from some

4 other invoice, right?

5 MR. BERMAN: Objection.

6 THE WITNESS: I don't know

7 where the regular cash flow for

8 each deal comes in from. The

9 company is a healthy company that

10 has regular cash flow that we look

11 at in the underwriting.

12 BY MR. HESKIN:

13 Q. So you're getting paid from

14 receipts that are coming from invoices

15 that you didn't purchase, right? Has to

16 be.

17 A. No, it's a purchase of

18 future receivables.

19 Q. Okay.

20 A. Whatever the other

21 receivables that are coming in and cash

22 flow for the business, the merchant has

23 obligations specified on here, defined as

24 all payments made by cash, check, credit,

Page 384

1 debit card, electronic transfers or other

2 form of monetary payment as listed in

3 this agreement.

4 Q. Got it. So on day one

5 you're purchasing -- and you're telling

6 me that you're purchasing specific

7 invoices. Kara is saying, Hey, listen

8 I've got this job on day one, fund me for

9 it. You say, Okay, great, I'm going to

10 buy that invoice for, you know, let's

11 call it the Pennsylvania job, and on day

12 two, she has to pay back a daily payment,

13 right?

14 A. Sure.

15 MR. BERMAN: Objection.

16 BY MR. HESKIN:

17 Q. Okay. And she hasn't been

18 paid yet for that invoice that you

19 bought, right?

20 MR. BERMAN: Objection.

21 THE WITNESS: Right.

22 BY MR. HESKIN:

23 Q. So she's got to make that

24 payment from a different invoice, right?

Page 385

1 From an invoice you didn't purchase,

2 right?

3 A. From whatever cash flow the

4 business has.

5 Q. So you're being paid back

6 with funds other than the receipts that

7 you purchased. It has to be that way,

8 right?

9 MR. BERMAN: Objection.

10 THE WITNESS: That's not the

11 only origination of a cash flow

12 for a business.

13 BY MR. HESKIN:

14 Q. So you're being paid through

15 receipts that you didn't purchase,

16 correct?

17 MR. BERMAN: Objection.

18 THE WITNESS: No.

19 BY MR. HESKIN:

20 Q. It has to be that way,

21 right?

22 A. No.

23 Q. No? So where -- where -- on

24 day -- on day two of the agreement, where

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Page 386

1 is that money coming from? Is it coming

2 from the receipts you purchased or is it

3 coming from other receipts?

4 A. You know there's more cash

5 flow than receipts, right, for a

6 business? Retained earnings, other

7 loans, income that the business already

8 had.

9 Q. You're telling me that you

10 bought invoices, that you bought specific

11 invoices in connection with each one of

12 these agreements.

13 A. Right.

14 Q. So when day two comes around

15 and the invoice that you have -- that you

16 purchased hasn't had any payment made on

17 it, but there's a daily payment required,

18 by common sense, that money has to come

19 from somewhere else, correct?

20 A. Correct.

21 Q. Okay. That's all I'm trying

22 to --

23 A. No, you're saying it's

24 coming from another invoice and other

Page 387

1 receivables, and I'm saying a company has

2 cash outside of -- she had a zero dollar

3 bank account when we did this deal.

4 Q. It's coming from some other

5 source than the receivable you actually

6 purchased, right?

7 MR. BERMAN: Objection.

8 THE WITNESS: It could, but

9 that's why we have this verbiage

10 in the agreement, right? We're

11 saying assigning of all future

12 receipts, accounts, anything

13 coming in by check, cash, credit

14 card, electronic payments.

15 BY MR. HESKIN:

16 Q. No, no, no. You're saying

17 you're selling it, selling all future,

18 right? And you did that how many times?

19 You bought her future receivables 60

20 times?

21 A. No.

22 Q. Well, you got -- in each one

23 of these agreements, you state, "Seller/

24 merchants hereby sells assigns and

Page 388

1 transfer to CBSG all future receipts."

2 A. Yeah.

3 Q. And you do it several times

4 in the same day, right?

5 A. You did -- the client knows

6 exactly when the payments start and where

7 the cash comes from.

8 Q. I get all that, but how --

9 how are you purchasing receivables that

10 you already -- you already bought?

11 A. The contract that you're

12 inferring to says -- it doesn't say that

13 we have to wait for receivables to come

14 in before we're paid on this, right? Did

15 you read that somewheres?

16 Q. On day one you're buying all

17 their future receivables, right?

18 A. Buying future receivables.

19 Day one, we expect a payment the

20 following business day as part of this

21 agreement. Our contract doesn't say I

22 need to wait for that receivable to come

23 in before you make payments, right?

24 Q. I'm not talking about that.

Page 389

1 I'm talking about --

2 A. You're putting words in my

3 mouth and saying that she somehow needs

4 to get payments from this one factoring

5 agreement that we have before we're

6 supposed to collect anything. Obviously

7 there's horizons on this. That's why

8 there's options for her to pay that back.

9 She's a business owner. She's a smart

10 lady, Kara.

11 Q. See, we're going backwards.

12 I'm going on -- I'm not going back about

13 where the funds come from. I'm going on

14 day one -- on the first agreement you're

15 buying all of her receivables, right?

16 That's what this says?

17 A. Yes.

18 Q. A month later, right, you

19 enter into other factoring agreement and

20 again it says in the agreement you're

21 buying all of her receivables, right?

22 A. Buying the receivables we

23 underwrote for this deal, and I described

24 to you earlier how we handle this for

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Page 390

1 clients' multiple concurrent factoring

2 deals. It's always going to be based on

3 that individual deal's underwriting.

4 Q. I'm just reading -- I

5 understand what you're saying is in the

6 underwriting file. I'm just reading the

7 contract. And each one of those says

8 you're buying 100 percent of her

9 receivables.

10 So my question is: How can

11 you buy receivables that you already

12 bought? How do you buy them again?

13 A. I'm explaining to you how

14 this is treated when there's multiple

15 contracts. It isn't just a one-and-done

16 everything that your company gets it.

17 There's no fixed the amount.

18 I think you have false

19 assumption that somehow receivables are a

20 fixed value for a company and they don't

21 grow and contract depending on the

22 business volume the company has. From a

23 practical standpoint, each new

24 transaction that comes in is reviewed,

Page 391

1 Josh identifies the receivables on their

2 schedule, they have more receivables that

3 come in, they make good on paying off old

4 obligations, and then we keep doing new

5 deals.

6 Kara is a master at this

7 agreement. She's done 19 deals with us,

8 paid off most of them.

9 Q. 19?

10 A. Yeah, whatever the amount

11 is, whatever we have. It's something

12 like 19 deals.

13 Q. I think you've got triple

14 that. I think it was more like 60.

15 A. No, I think we have a

16 disagreement there.

17 Q. Really?

18 A. Yeah.

19 Q. You're not aware that there

20 were about 60 different agreements?

21 A. You're talking about brand

22 new agreements or agreements including

23 reloads?

24 Q. I'm talking about --

Page 392

1 A. That's different.

2 Q. There's 60 factoring

3 agreements that I have.

4 A. Yeah, but I'm treating that

5 differently. If we have a reloaded deal

6 and they take a balance from an existing

7 contract and bring it into a new

8 contract, it's not really new deals, it's

9 the same receivables. That's what I've

10 been trying to explain to you.

11 Q. What do you mean by a

12 reloaded deal?

13 A. So let's say Kara has an

14 outstanding receivable --

15 Q. Yeah.

16 A. -- that we have a prior

17 contract on.

18 Q. Yeah.

19 A. And they take the existing

20 balance from that transaction, which

21 we've done a few times with her, and load

22 it into a new factoring agreement. Those

23 receivables from the original factoring

24 agreement are carried over into the next

Page 393

1 agreement, right? We're not coming up

2 with brand new receivables, there may be

3 new opportunities and other things the

4 business is doing, but those balances are

5 carried over as part of the new deal, the

6 new updated balance. So that's not

7 really a fresh new contract. There's

8 no -- you know, brand new agreements

9 coming from nothing. There's an existing

10 precedent contract it's pointing to.

11 Q. That makes no sense

12 whatsoever. So she's selling --

13 A. It's because you don't

14 understand our contract.

15 Q. -- again receivables that

16 you already purchased?

17 A. I don't understand your

18 question.

19 Q. You're saying you're

20 reloading it, you're moving receivables

21 that she had already sold to you into a

22 new agreement, so she's selling to you

23 twice, receivables that you already

24 bought?

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Page 394

1 A. No, that's incorrect.

2 Q. Okay. But you're charging a

3 new factor rate for receivables that you

4 already bought, right?

5 A. No, there's new money being

6 provided.

7 Q. Okay.

8 A. To expand on whatever -- so

9 let's say -- let's just say

10 hypothetically they had a contract, she

11 did a $400,000 contract, and there was a

12 change order and now it becomes 500,000

13 and she paid down that original factoring

14 agreement that reflected a portion of

15 that original $400,000 contract, she

16 could take that same receivable with the

17 expanded scope of the project for the

18 business and ask for more money to revise

19 the existing factoring agreement. That's

20 not a brand new factoring agreement,

21 that's like a change order in a

22 construction job.

23 Q. Got it. We'll do this the

24 hard way. All right. So we're on

Page 395

1 agreement 2 and it says 10 percent

2 specified percentage, and the first

3 paragraph says they're purchasing all of

4 their receivables. But your testimony is

5 that, on this agreement that we're

6 looking at right now, it's not really all

7 of her future receivables, it's some

8 specified invoice that's contained in

9 the underwriting file?

10 A. No, that language covers all

11 her receivables, everything coming in.

12 That's all that does, right, it gives us

13 the right to collect those receivables.

14 Q. Okay. It says you're

15 purchasing all, right?

16 A. Yes.

17 Q. And what's the specified

18 percentage of 10 mean?

19 A. I'm saying that 10 percent

20 is a basis for whatever project that this

21 factoring agreement reflects.

22 Q. What's 10 percent mean,

23 what's it reflective of?

24 A. If she has a million dollar

Page 396

1 contract and we're buying 10 percent,

2 we're buying 10 percent of that

3 receivable.

4 Q. Okay. That makes sense.

5 A. Buying $100,000.

6 Q. So for every single one of

7 these I'm going to be able to go through

8 and find that, right? So you have -- in

9 your underwriting file, you're going to

10 be able to show me, when it comes time at

11 trial, in the underwriting file the

12 invoices that support this, right?

13 A. You're going to be able to

14 see in the underwriting file the basis

15 for that factoring transaction.

16 Q. Sure. And it's going to be

17 different than the ones that were

18 provided just less than a month ago,

19 right?

20 A. Correct.

21 Q. Okay. Got it. I got it.

22 Let's go to the next one.

23 MR. HESKIN: Next page,

24 please? Can you highlight the

Page 397

1 middle portion?

2 BY MR. HESKIN:

3 Q. Again it's 10 percent?

4 A. Yup.

5 Q. Right?

6 A. Yes.

7 Q. For 22 days, right?

8 A. Yes.

9 Q. And what -- what are the --

10 so if I look at this, I'm going to find

11 $2.5 million of invoices that -- or

12 actually more than that, right, about

13 it's 275, so I'm going to find

14 $2.75 million worth of invoices that are

15 being purchased, right?

16 A. This was something unique to

17 Kara's transactions with us. She wanted

18 us, for the sake of own her

19 reconciliation with her, to list the

20 specific invoice. That 294601-01 at the

21 bottom of that?

22 Q. Yup.

23 A. She's saying, and this

24 demonstrates what I've been trying to

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 100 of

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Page 398

1 explain, that that is the particular

2 invoice we have a right to collect on for

3 this transaction.

4 Q. Got it. Okay. Good. And

5 so that invoice is going to be, since

6 you're only purchasing 10 percent of that

7 invoice, is going to be $2.75 million,

8 right?

9 A. Whatever the value is that

10 they agreed upon.

11 Q. 10 percent. Right?

12 A. Yes.

13 Q. Because you're getting

14 275,000, and 10 percent would be 2.7

15 million, 2.75 million, right?

16 A. Yes.

17 Q. That's -- so if I look at

18 that invoice, that's what it should be,

19 right?

20 A. Yes.

21 Q. Okay. Got it.

22 MR. HESKIN: Next -- next

23 page? If you could highlight that

24 again.

Page 399

1 BY MR. HESKIN:

2 Q. We're going to have the same

3 thing again, right? I'm going to look at

4 that invoice 2946 --

5 A. Exactly. So going back to

6 what I was explaining, this is the

7 individual factoring agreement for that

8 particular invoice.

9 Q. Got it.

10 A. Merchants may only have one,

11 and literally is all of the receivables

12 of whatever we are purchasing from it.

13 You're referring to that invoice number

14 that we have --

15 Q. I got it. I'm going to look

16 at that invoice and it's going to be

17 $3.1 million, right?

18 A. Right, or whatever they

19 agreed to as part of the holdback for

20 that.

21 Q. No, no. You just testified

22 it's 10 percent, you're purchasing 10

23 percent of that receivable. 10 percent

24 would be 3 million -- of 3 million -- 3.1

Page 400

1 would be $313,000, right?

2 A. Yeah, but that's the basis

3 of it.

4 Q. Yeah, I got it.

5 A. I kept trying to explain

6 basis to you and I don't think it's

7 sticking for whatever reason.

8 Q. I know you're buying 10

9 percent.

10 A. You're trying to lock me

11 into a statement.

12 THE REPORTER: All right,

13 everybody. This is the court

14 reporter. You guys are really

15 talking over each other.

16 BY MR. HESKIN:

17 Q. So let's start clean. The

18 specified percentage is 10 percent of the

19 invoice you're buying, right?

20 A. 10 percent is the basis for

21 the invoice we're buying. That's

22 negotiated with the client.

23 Q. It's 10 percent on all of

24 these, right?

Page 401

1 A. It's 10 percent as a basis.

2 So that's -- I don't want to argue about

3 it because you're not getting what I'm

4 trying to explain. The basis -- again

5 it's not a fixed number. Invoices

6 change. There can be more receipts, for

7 whatever order the project can be of

8 greater value down the road because

9 there's a change order. We have payback

10 options on this because of that. You see

11 the four different payment amounts that

12 she could have to do with this deal

13 depending on how long it goes. This is

14 something Kara wanted as part of the

15 agreement so she's not paying additional

16 fees for the invoice she's factoring

17 given the variability of the receivable.

18 Q. What does your underwriter

19 times -- multiply 10 percent by?

20 A. You're not getting it,

21 Shane. I'm telling you.

22 Q. I am. The invoice amount,

23 if it's a million dollars, and you're

24 buying 10 percent of that invoice, should

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 101 of

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Page 402

1 be $100,000, right?

2 A. And you keep trying to tie

3 this back to a fixed amount. I'm saying

4 it's not fixed. A basis is variable. We

5 have ten points. A contract can be

6 changed. This invoice can be underpaid

7 and overpaid, right? So you can't just

8 say 10 percent of a contract when they're

9 negotiating every single deal

10 individually and it's not a precise

11 10.00 percent of that particular invoice.

12 Q. What did you calculate to

13 come up with $313,000? You had -- it's

14 10 percent of something, so what number

15 did you use? You had to come up with

16 that number from something, right?

17 A. I feel like I'm not getting

18 through to you. I don't know why.

19 Q. You're definitely not.

20 Because I just want to know what you

21 times 10 percent through to come up with

22 313 and the daily specified amount of

23 $3,000?

24 A. Let me explain three things:

Page 403

1 The basis for the amount is underwriting.

2 They go through whatever the invoice is

3 to figure that amount. That's where

4 we're getting the 313. 10 percent is

5 basis number, it's not a fixed I'm going

6 to get a perfect ten point calculation on

7 the invoice given with variability of

8 invoices in her business. And lastly,

9 this is individually tailored for every

10 single invoice because we have to go

11 through and underwrite that deal with her

12 CFO.

13 So it's not a perfect 10

14 percent. There's isn't X variable I can

15 multiply against to get a perfect 313.

16 By the very definition of this contract,

17 you're seeing the variability with her

18 receivables to begin with. You see the

19 payment schedules for different lengths

20 of time and how many installments it will

21 take, and that's what I'm trying to get

22 through to you. It's not a perfect ten

23 point calculation.

24 Q. Okay. It's based off the --

Page 404

1 it should be roughly 10 percent of that

2 invoice, right?

3 A. Use the word roughly and

4 you're close.

5 Q. Okay. So it should

6 basically be roughly 10 percent of this

7 invoice 2946?

8 A. Sure.

9 Q. Okay. See how easy that

10 was?

11 A. It's not. I would rather

12 cut off a finger than talk to you.

13 Q. Let's get to the next one.

14 MR. HESKIN: Can you pull up

15 the middle portion again?

16 BY MR. HESKIN:

17 Q. Okay. This has invoice No.

18 50. This is what's being purchased,

19 right?

20 A. Correct. Whatever her

21 accountant identified as invoice No. 50

22 as part of the underwriting package.

23 Q. And so the invoice for No.

24 50 should be approximately $4.2 million,

Page 405

1 right?

2 A. Right. That's the basis

3 that they're talking about for the

4 underwriting process.

5 Q. Okay. So I'll go to the

6 underwriting file, I'll find an invoice

7 for some, give-or-take, $4.2 million?

8 A. Yes.

9 Q. Okay. Got it.

10 MR. HESKIN: Next?

11 BY MR. HESKIN:

12 Q. And the same thing here?

13 A. Yes.

14 Q. Invoice 51, I'm going to

15 find an invoice for roughly $4.2 million?

16 A. Yes.

17 Q. Got it.

18 MR. HESKIN: Next?

19 BY MR. HESKIN:

20 Q. Same thing, I'm going to

21 find an invoice for roughly $5.6 million,

22 invoice No. 52, it should be in the

23 underwriting file, $5.6 million?

24 A. Right. You should have

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 102 of

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Page 406

1 copies of all these individual factoring

2 invoices that we're funding.

3 Q. Got it. Got it.

4 MR. HESKIN: All right.

5 Next one.

6 BY MR. HESKIN:

7 Q. Same thing here, I'm going

8 to find an invoice that 2807-11 is going

9 to be roughly $2.6 million, right?

10 A. Correct. An interesting

11 thing on this one, it's agreement 104,

12 meaning that Kara had the intention to

13 fund and do factoring transactions for

14 several invoices that she had for

15 merchant payments coming in.

16 Q. Got it. They might be in

17 here.

18 MR. HESKIN: The next one?

19 THE WITNESS: I want you to

20 understand that that's the crux of

21 this relationship, it's all these

22 different invoices coming in that

23 we're financing individually.

24 It's not an easy ten

Page 407

1 across the board with everything

2 what she makes with HMC.

3 BY MR. HESKIN:

4 Q. So 2806-11, it's going to be

5 roughly 2.6?

6 A. Same thing.

7 MR. HESKIN: Okay. Next

8 one.

9 BY MR. HESKIN:

10 Q. And the exact same thing,

11 it's going to be 2.6?

12 A. That's right.

13 Q. That's going to be -- the

14 invoice number is going to be 2946-02,

15 right?

16 A. Correct.

17 Q. Okay.

18 MR. HESKIN: Next one.

19 BY MR. HESKIN:

20 Q. And it's the same invoice,

21 just broken up. Why are they broken up

22 in -- in four different tranches?

23 A. Given the variability of the

24 collectible receivable. She's giving

Page 408

1 herself some flexibility if it's going to

2 take more time.

3 Q. But it's all the same

4 invoice number?

5 A. Correct. It's the same

6 invoice, same receivables, but do you

7 understand that when they bill, there's a

8 time element to them basing it on their

9 receivable.

10 Q. Got it. And so --

11 A. -- the longer the billing is

12 going to be higher for that receivable,

13 right?

14 Q. I got it. So when I add up

15 the totals to these invoices, it should

16 be $10 million, right, for all four?

17 A. Yeah. For you're saying the

18 last four agreements that we did in

19 December or --

20 Q. Yeah. These last four we

21 looked at, agreement --

22 A. Yeah, they're part of the

23 same group, right.

24 Q. Okay. Got it.

Page 409

1 MR. HESKIN: Next one?

2 BY MR. HESKIN:

3 Q. So those invoice numbers,

4 and there's going to be two of these

5 identical, they should add up to about

6 $6 million, right?

7 A. Correct. We identified

8 individual invoices for this factoring

9 agreement.

10 MR. HESKIN: Okay. Go to

11 the next one?

12 BY MR. HESKIN:

13 Q. Same thing, same answer?

14 A. Correct.

15 Q. Those invoices, they'll

16 total cumulatively 6 million?

17 A. Correct.

18 Q. Okay.

19 MR. HESKIN: Next one?

20 BY MR. HESKIN:

21 Q. And this is 29406-04, and it

22 looks like this is 1 of 3, right?

23 A. Yes.

24 Q. And so for this particular

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Page 410

1 agreement I'm going to look at, if

2 there's three of them, you times it by

3 three, it's roughly 7.5 million?

4 A. It depends on the values of

5 the other invoices. They're not the same

6 amount.

7 Q. Okay. But as far as this

8 invoice, it should be roughly

9 2.4 million, right?

10 A. Right. Approximate basis

11 for the transaction.

12 Q. Okay.

13 MR. HESKIN: Next, please?

14 BY MR. HESKIN:

15 Q. Same thing, right?

16 A. Yes.

17 MR. HESKIN: All right.

18 Let's go to the next one?

19 BY MR. HESKIN:

20 Q. This is 3 of 3, same thing?

21 A. Yes.

22 Q. They're all equal, correct?

23 A. Yes.

24 Q. Okay.

Page 411

1 MR. HESKIN: Next one,

2 please?

3 BY MR. HESKIN:

4 Q. Isn't this exact same thing

5 we just did?

6 A. That one --

7 Q. Just got a different invoice

8 number?

9 A. Yes.

10 Q. All right.

11 MR. HESKIN: So let's go to

12 the next one.

13 BY MR. HESKIN:

14 Q. This is 2 of 3. So again,

15 we're going to be talking about, if you

16 times it by three, roughly $7.5 million?

17 A. Right.

18 Q. Okay.

19 MR. HESKIN: We can go to

20 the next one, please.

21 BY MR. HESKIN:

22 Q. Same -- same thing,

23 7.5 million between the three of them?

24 A. Yes.

Page 412

1 Q. Got it.

2 MR. HESKIN: Go to the next

3 one.

4 BY MR. HESKIN:

5 Q. There are no invoice on this

6 one, right?

7 A. Correct.

8 Q. So what are you buying?

9 A. So this is that example I

10 discussed earlier where you have an

11 existing advance and you're adding on

12 $500,000 to it. It's the same receivable

13 that we're financing under this new

14 agreement that carries that existing

15 agreement over.

16 Q. Okay. But you're getting

17 $500,000 in new money, right?

18 A. Right, and then there's a

19 new RTR or the receipts purchase total.

20 Q. There's a new fee added to

21 it, roughly $200,000, $240,000, right?

22 A. Right, the fees are in

23 addition to the payoff on the existing

24 plus the new capital.

Page 413

1 Q. Okay. But what invoices are

2 you purchasing?

3 A. The ones from the existing

4 one.

5 Q. But you're getting new

6 money, where's the $500,000 coming from?

7 A. That's why I'm going back to

8 it. Remember I said the invoices are

9 variable and additional capital may be

10 needed for certain projects.

11 Q. So those other invoices

12 would justify an increase of roughly, is

13 that 50 million?

14 A. No. Again, the contract

15 value and the money is being requested

16 for that.

17 Q. Is it 5 million? 10 percent

18 of -- another $5 million?

19 A. You really have to check the

20 underwriting file for that. Again, don't

21 get hung up on the fixed 10 percent, it's

22 a rough approximation for the basis on

23 these factoring agreements.

24 Q. Okay. But you've got

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Page 414

1 $500,000 of new money, there's got to be

2 $5 million worth of additional invoice

3 that are --

4 A. There would more detail in

5 the underwriting file.

6 Q. Okay. So there's another

7 $5 million here somewhere?

8 A. Right.

9 Q. Okay. Got it.

10 MR. HESKIN: If we can go to

11 the next one?

12 BY MR. HESKIN:

13 Q. Okay. So this has the new

14 invoice number, right?

15 A. Yup.

16 Q. This is 1 of 9?

17 A. Correct.

18 Q. So we're talking about a

19 project that's roughly $40 million,

20 right, if there's nine of these?

21 A. I don't know what those

22 other agreements are like.

23 Q. We'll go through them. But

24 just for this one, it's 4.6 million?

Page 415

1 A. Yeah, the amount they agreed

2 to was this total, right.

3 Q. So it's $4.6 million worth

4 of invoices that supposedly support this.

5 MR. HESKIN: Let's go to the

6 next one.

7 BY MR. HESKIN:

8 Q. This is 3 of 9. This is

9 only 28,000 so we're -- they're

10 different, right?

11 A. Yeah. It's a different

12 invoice number, it's a different amount.

13 Q. All right. So this one

14 would be roughly 280,000, right?

15 A. Again, don't get hung up on

16 a fixed 10 percent. It's not always

17 going to be the perfect base for that.

18 Q. I get it. Just roughly it

19 should be about 280, right, if I look at

20 invoice No. 3002, No. 20, right?

21 A. Yeah, focus on the

22 underwriting, look at that invoice.

23 Q. Got it.

24 A. Look at what we agreed to

Page 416

1 when they decided to do this transaction,

2 every single one just like, you know,

3 we're going over. There was a

4 discussion, an agreement, a review,

5 invoices, and a detail out on what was to

6 be paid back.

7 Q. Got it.

8 MR. HESKIN: Go to the next

9 agreement, please? This one is 4

10 of 9. We can go to the next. One

11 this is 5. You can skip this one.

12 Go to the -- let's try to get past

13 these. So let's try -- there's

14 seven, eight, nine --

15 THE WITNESS: It's all the

16 same idea. There's individual

17 invoices.

18 BY MR. HESKIN:

19 Q. Yeah, but it's not all the

20 same?

21 MR. BERMAN: How much longer

22 do you have here? We're going on

23 our eighth hour.

24 MR. HESKIN: We're not on

Page 417

1 our eighth hour, but I'm almost

2 done.

3 If you can just highlight

4 that again, I'm just going to go

5 through this document and I'm

6 done.

7 BY MR. HESKIN:

8 Q. Okay. And this is the same

9 concept, right?

10 A. That's right. They agreed

11 to that invoice number, to purchase that

12 150,000.

13 Q. Okay. And so there should

14 be, you know, the receipts purchased

15 amounts 210,000, so I'd be looking at

16 invoices totally approximately

17 $2 million, right?

18 A. Right. Just whatever is on

19 that invoice number.

20 Q. All right.

21 MR. HESKIN: So let's skip

22 through the next eight. Now,

23 let's look at this one.

24 BY MR. HESKIN:

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Page 418

1 Q. This is a big one, right?

2 A. Yup.

3 Q. So --

4 A. It's the same though. It's

5 the same looking at those deals, looking

6 at the factor in advance, and

7 understanding that Kara went through each

8 of these deals to confirm with

9 underwriting that's what she wanted on

10 those transactions. We don't routinely

11 put these installment breakdowns on our

12 transactions. This is uniquely developed

13 for Kara.

14 Q. What's Advance No. 2.

15 What's that mean?

16 A. I'm not sure, but that's

17 sounds like it's referring to the basis

18 for this invoice.

19 Q. I'm not sure I'm following

20 that.

21 A. I'm not sure --

22 Q. What does Advance No. 2

23 mean?

24 A. I'm not sure.

Page 419

1 Q. What does Factor No. 36

2 mean?

3 A. I'm not sure.

4 Q. Okay. But there should be

5 invoices about $10 million supporting

6 this, right?

7 A. I'm not sure.

8 Q. Okay.

9 MR. HESKIN: Let's go to the

10 next one.

11 BY MR. HESKIN:

12 Q. And this basically has an

13 invoice that should correspond with

14 roughly $5.6 million, right?

15 A. Yes, same methodology.

16 Q. Okay.

17 MR. HESKIN: Let's go to the

18 next agreement, please?

19 BY MR. HESKIN:

20 Q. And this -- is this a repeat

21 or is this --

22 A. It looks like the same one,

23 huh?

24 Q. Yeah.

Page 420

1 THE TRIAL TECH: Maybe it's

2 a repeat.

3 MR. HESKIN: All right.

4 Let's go to the next one. Thank

5 you.

6 BY MR. HESKIN:

7 Q. Okay. So this is -- I

8 should look at Invoices 24605 and 0607

9 and it should be about $4.2 million,

10 right?

11 A. Right. That determines the

12 basis for this factoring amount.

13 Q. Got it.

14 MR. HESKIN: Go to the next

15 one, please.

16 BY MR. HESKIN:

17 Q. Same thing, just look at the

18 invoice, it should be about 4.2 million?

19 A. Yes, same thing.

20 Q. Okay.

21 MR. HESKIN: We can look at

22 the next one.

23 BY MR. HESKIN:

24 Q. Same thing, right? Right,

Page 421

1 Joe?

2 A. Yes.

3 MR. HESKIN: All right. We

4 can go to the next one.

5 BY MR. HESKIN:

6 Q. Same thing, correct?

7 A. Correct.

8 MR. HESKIN: All right. We

9 can go to the next one.

10 BY MR. HESKIN:

11 Q. This one is Invoice

12 41250-00, should be about 3.5 million,

13 right?

14 A. Again, basis on that

15 invoice, but right.

16 Q. Yeah. I got it.

17 MR. HESKIN: All right. So

18 if we can go to the next one,

19 please?

20 THE WITNESS: And that's the

21 big one. That's the one we had

22 all these individual purchase

23 orders that Kara collected on that

24 we did not receive.

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 106 of

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Page 422

1 BY MR. HESKIN:

2 Q. Okay. And this is the one

3 that incorrectly calls it principal and

4 interest, right?

5 A. Correct.

6 Q. Okay. And there should be

7 about $20 million of -- of receipts total

8 there, right?

9 A. Whatever those total amounts

10 end up being. I wouldn't get, you know,

11 hung up on the 10 percent basis, which

12 again is just a guidance on the original

13 underwriting.

14 Q. Okay.

15 MR. HESKIN: Next one,

16 please?

17 THE WITNESS: Yeah, that's

18 the same thing.

19 BY MR. HESKIN:

20 Q. All right. And this one

21 again incorrectly uses the word

22 principal?

23 A. Correct.

24 Q. Okay.

Page 423

1 MR. HESKIN: Go to the next

2 one.

3 THE WITNESS: So this one

4 goes back to the original form

5 with identifying the invoice

6 first.

7 BY MR. HESKIN:

8 Q. Invoice and then whatever

9 deal No. 44 is?

10 A. Correct.

11 Q. You don't know what deal No.

12 44 is?

13 A. I'm not sure.

14 Q. All right.

15 MR. HESKIN: If we can go to

16 the next one, please?

17 BY MR. HESKIN:

18 Q. Same thing, right?

19 A. Correct.

20 Q. All right.

21 MR. HESKIN: Let's go to the

22 next one.

23 THE WITNESS: Yup.

24 BY MR. HESKIN:

Page 424

1 Q. This is a pretty big one.

2 This is probably $14 million in receipts

3 purchased?

4 A. Again, you'd have to go back

5 to the underwriting file to verify the

6 basis for it.

7 Q. There's no specific invoice

8 here, right?

9 A. Yeah, this one is missing

10 the specific invoice so we really have to

11 go back to the underwriting file. It's

12 even more important for this one.

13 Q. Okay. If I look at the

14 underwriting file, I should see invoices

15 for $14 million, right?

16 A. Again, not to get hung up on

17 a fixed ten point calculation, but you

18 have to identify what the basis is from

19 the underwriting discussion when they did

20 this deal.

21 Q. It's going to be roughly 14

22 million, right?

23 A. Sure, roughly.

24 Q. Okay.

Page 425

1 MR. HESKIN: We can go to

2 the next 1, please.

3 THE WITNESS: And this is

4 with the other advance company.

5 BY MR. HESKIN:

6 Q. Fast Advanced Funding?

7 A. Correct.

8 Q. Well, this is buying 10

9 percent of what?

10 A. Their receivable.

11 Q. Of what receivable?

12 A. It's identified in the

13 underwriting based on the underwriting

14 matrix and cash flow of the business.

15 Q. Well, it's certainly not

16 buying receipts that were already sold to

17 the CBSG, right?

18 A. No, those are separate. And

19 unlike the other ones that identify the

20 specific invoices, this has to be based

21 on the underwriting cash flow matrix for

22 that deal.

23 Q. Well, explain that.

24 A. They have to go through the

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 107 of

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Page 426

1 average balances in their account for the

2 last four months, you have to get a good

3 feel for the specific cash flow business

4 as -- to ascertain a feasible number for

5 them to work with.

6 Q. So their average daily

7 balance would be 10 percent of 499 -- or

8 it would be 499, right, $5,000?

9 A. Not daily, monthly balances.

10 Q. Yeah, monthly?

11 A. You said daily. There's a

12 big difference.

13 Q. Their average receipts would

14 be $50,000 per day, right?

15 A. Let me give you an example

16 from an underwriting perspective.

17 Let's say they take the last

18 three months' of bank statements for this

19 merchant. Minus any other liabilities

20 from MCA transactions and/or loans,

21 what's the average basic deposit amount

22 in cash flow the business has. So let's

23 say in this case it was $5 million a

24 month, it would do a 10 percent basis to

Page 427

1 determine that we're willing to provide

2 an advance on cash flow and funding

3 receivables to the tune of 10 percent of

4 that average basis for the last three

5 months. So if that $10 million, this is

6 where you get to your neat and tidy

7 calculation of 10 percent, you can make

8 the assumption that we should only do

9 about $500,000. We'll go lower than that

10 just to make sure that they're not biting

11 off more than they can chew based on

12 their receivables purchased.

13 Q. Well, there are 22 business

14 days in a month, right?

15 A. Not a perfect 22 business

16 days.

17 Q. 22, 23, right? What do

18 you -- what do you use?

19 A. I'm saying a calendar month.

20 Q. What you do is you take the

21 average per month, let's say it's

22 100,000, and you divide by 22 or 23.

23 What do you use, do or 23?

24 A. We don't use either. We

Page 428

1 look at the total bank statement cash

2 inflows from a business.

3 Q. Yeah.

4 A. It's never going to be a

5 perfect $5 million on a 10 percent basis,

6 but it's going to be an average of at

7 least the last three months, if not the

8 last four or five months, right?

9 Q. Yup.

10 A. And we want to use a

11 reasonable number for them to use as a

12 basis for the advance amount, so we're

13 not going to give them half of their

14 monthly cash flows as an advance, that

15 would be too aggressive. It wouldn't

16 make any sense to give them, let's say in

17 this example, 2-and-a-half-and-a-half

18 million dollars. There's no way it would

19 be feasible for them to work with that

20 number. But from our historic average

21 with a very low default rate, we find

22 that a number closer to 10 percent is

23 feasible depending on the business. We

24 have to look at each deal individually

Page 429

1 and look at how the business revenues are

2 generated and individual cash flow for

3 every transaction.

4 That's a good approximation

5 on what we use that 10 percent basis for.

6 That's really the value in that number.

7 Q. I want -- I want you to

8 remember what you just testified to.

9 What's the -- what is the

10 date of this agreement?

11 MR. HESKIN: If you can put

12 the top of that?

13 THE WITNESS: It's the 5th

14 of December 2018.

15 BY MR. HESKIN:

16 Q. Fifth of December, 2018.

17 Got it. 12/18. Got it.

18 So as of December '18, 10

19 percent of their daily specified amount

20 which would be tied to all the formula

21 you just did, right?

22 A. Right.

23 Q. Would be about $5,000 per

24 day, right?

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 108 of

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109 (Pages 430 to 433)

Page 430

1 A. Correct. And I meant that

2 as an example to demonstrate how it's

3 structured.

4 Q. Well, they did that, right?

5 They must have made those calculations

6 and --

7 A. I'm explaining to you how

8 they come up with the underwriting matrix

9 and what this 10 percent basis is used

10 for.

11 Q. Okay. Roughly $5,000 for 10

12 percent, right, in December 5th, 2018,

13 right?

14 A. Correct, that's right.

15 Q. Okay. And you would -- it's

16 the same underwriters that are doing this

17 for cash --

18 A. Same underwriting

19 department, I don't know if it's the same

20 underwriter.

21 Q. Okay. Same underwriting

22 department?

23 A. Yeah. They should have

24 consistent results, yeah.

Page 431

1 Q. Okay. They should have

2 consistent results, right?

3 A. Right.

4 Q. Okay. All right. So let's

5 just remember that on December 5th, 2018,

6 10 percent -- and this is 10 percent of

7 her revenues, right? Bank statements,

8 what the bank statements show?

9 A. Cash flow.

10 Q. Cash flow. Should be $5,000

11 a day, right?

12 A. Right.

13 Q. Got it.

14 MR. HESKIN: If we can go to

15 the next one, please?

16 BY MR. HESKIN:

17 Q. This is the tricky one,

18 right? This is the December 19th one,

19 right? What's the date of this one?

20 Yup, this is the December 19th one,

21 right?

22 A. Yup.

23 Q. Right?

24 A. Yes.

Page 432

1 Q. Okay. So it states here

2 that the purchase price is 3.89, and that

3 the purchased amount is $5.4 million,

4 right?

5 A. Right.

6 Q. So that would have to be

7 pledging approximately $50 million of

8 receipts, right?

9 A. That's incorrect.

10 Q. It's not. Okay. What's it

11 pledging?

12 A. This is a consolidation

13 deal. You see the line there that says

14 weekly payment funding?

15 Q. Yup.

16 A. The objective of this

17 structure in our factoring agreements is

18 to be able to lower the overall exposure

19 for capital provided to a client by

20 distributing it over a longer period of

21 time. It helps the client collect on

22 existing receivables and be able to,

23 similar to a reload, get additional

24 capital while at the same time making

Page 433

1 good on repaying the prior receivables.

2 Q. Got it. So what --

3 A. The money we funded Kara at

4 this point, we were really worried that

5 giving her additional money would

6 increase our exposure, how much capital

7 we're out of pocket. So this was the

8 reason for this structure. The 10

9 percent basis has the least amount of

10 relevance to this because that was just a

11 by-product of prior transactions with

12 her.

13 Q. What are you purchasing?

14 A. It's the same receivable,

15 we're talking about the future

16 receivables of her company.

17 Q. Wait, so you're repurchasing

18 receivables you already purchased?

19 A. Correct. And you really

20 want to refer to the consolidation

21 schedule, meaning existing -- treat this

22 like a reload. There's existing advances

23 already provided that we're restructuring

24 to make it more affordable for her to

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 109 of

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Page 434

1 work with.

2 Q. And you're charging her an

3 extra 2.4 million, $2.5 million?

4 A. It's still the same

5 proportionate rate we had before, it's

6 just being taken over a much longer

7 period of time. The idea here is to

8 spread out the funding and the exposure

9 risk since we're already out. As you

10 know, where this deal ends up, she

11 collected $3-and-a-half million more than

12 we got paid back.

13 Q. So all the prior agreements

14 should be paid off through this

15 agreement, right?

16 A. I don't believe it's all the

17 prior agreements, but I believe it's a

18 good portion of it.

19 Q. Well, where am I going to

20 find that?

21 A. It will as part of her body

22 of agreements that we've done.

23 Q. Where am I going to find out

24 that this is paying off other factoring

Page 435

1 agreements?

2 A. Beyond that, the attachment.

3 There should be detail on there. We go

4 through that very carefully with the

5 merchants.

6 Q. So to be clear, this is not

7 a purchase and sale of future receipts,

8 right?

9 A. It's a purchase and sale of

10 the existing, again reloads, right? We

11 have an existing transaction.

12 Q. Yeah, I get it.

13 A. It's brought into a new deal

14 with additional capital for an expansion

15 on the original obligation she has under

16 the factoring agreement. So additional

17 receivables that the company will have.

18 Q. You're rebuying receivables

19 that you already purchased, right?

20 A. No, we are still getting

21 money for those purchased receivables,

22 we're extending the amount of receivables

23 that we're purchasing. We said, Okay,

24 Kara, we want to get -- we want to

Page 436

1 provide additional working capital, but

2 in order for us to do that, we need to

3 buy additional future receivables your

4 business is generating. So it's not

5 necessarily those individual invoices

6 anymore, it's on the general pool of her

7 company's receivables.

8 Q. Okay. And how did you

9 determine --

10 A. I made a distinction between

11 those and the regular invoices we had

12 because structurally it's a lot

13 different. We're not laying out that

14 whole amount of money either, it's going

15 to be distributed over a long period of

16 time so we're careful about the amount of

17 money we're providing to minimize the

18 risk on exposure being that, as you know,

19 we're already out a lot of capital with

20 this company.

21 Q. How much did she get under

22 this deal? How much cash is she getting?

23 A. Under this transaction --

24 hold on a second. Do you have the

Page 437

1 schedule that goes with it?

2 Q. I couldn't find it. It's

3 somewhere.

4 A. There's a supporting

5 schedule that breaks this all out. It

6 will be very transparent with that.

7 Q. Okay. And how did you come

8 up with the specified amount?

9 A. The specified amount is

10 broken out in that agreement as well.

11 Q. It is?

12 A. Yes.

13 Q. And it says here that it

14 should be determined on percentage of

15 income, right?

16 A. Correct. Same legal

17 structure as all the other agreements.

18 Q. And this is the agreement

19 that went from $3,500 per day to 19,995,

20 right?

21 A. Correct.

22 Q. So --

23 A. And I want to refer to that

24 schedule because that really explains the

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 110 of

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Page 438

1 entire story based on what she provided

2 to us in her discussions with our

3 underwriting and customer service

4 department, and the numbers we got from

5 her CFO Josh.

6 Q. Say that again?

7 A. This is based on the

8 conversations she had with our accounting

9 and underwriting staff along with the

10 numbers provided by her CFO Josh.

11 Q. So how much in receivables

12 are you actually purchasing through this

13 agreement?

14 A. I'd have to take look at

15 that agreement, the detail on this.

16 Q. Okay. But it's -- it's not

17 $5.4 million in receipts, right, because

18 you had already purchased those?

19 MR. BERMAN: Objection.

20 THE WITNESS: Correct.

21 They're not purchasing another

22 5.4, you're taking whatever we had

23 rights to already and you're

24 adding on to that the additional

Page 439

1 capital we are providing to Kara.

2 BY MR. HESKIN:

3 Q. Okay.

4 A. It's the same money we had

5 before, right? This isn't any new --

6 we're not laying out this new capital

7 altogether, there's new capital being

8 added on top of her existing liabilities

9 from the existing factoring agreements.

10 Q. Okay. And where is the 10

11 percent of the income, what does that

12 mean?

13 A. At this point, the 10

14 percent really isn't just based on 10

15 percent of cash flows any longer. I'm

16 not explaining this, but that larger

17 agreement that had multiple invoices

18 listed, it really is just a basic rough

19 guideline on what her cash flow basis is.

20 It isn't necessarily going to calculate

21 to a clean ten points of revenues. We're

22 just prolonging the deal, buying

23 additional receivables for a longer

24 period of time.

Page 440

1 So if 10 percent represents

2 $50 million, it's not $50 million day

3 one, it's $50 million over a longer

4 period of time.

5 Q. All right. So --

6 A. Does that makes sense as far

7 as, you know, we are calculating a

8 portion of the holdback in her

9 receivables?

10 Q. It's based on a percentage

11 of income, right? The 10 percent daily

12 specified amount is supposed to be based

13 on her income, right?

14 A. In this case, we take the

15 existing receivables that we already

16 financed adding on to it, and we're

17 extending the scope of time for her

18 receivables to come into her business and

19 collecting that at a longer pace.

20 Q. Okay. All right. So

21 just -- so we're clear --

22 A. I don't want -- $50 million

23 receivable that this is based on that's

24 currently sitting in receivables, it's a

Page 441

1 longer scope of time that the cash flows

2 are going to come in.

3 Q. This agreement is dated

4 December 19th, 2018, right?

5 A. Yes.

6 Q. And the agreement for Fast

7 Advance Funding that we looked about

8 earlier was dated just two weeks earlier,

9 it was dated December 5th, 2018, right?

10 A. A separate agreement, a

11 separate company.

12 Q. And it did 10 percent, and

13 it looked at her average receivables and

14 that amount, her daily amount, came out

15 to be $5,000 per day, right?

16 A. Right.

17 Q. So shouldn't this be roughly

18 $5,000 per day?

19 A. No. That's what I keep

20 trying to explain to you.

21 Q. Why isn't it 5,000 per day,

22 what should it be?

23 A. Because there's a separate

24 existing agreement that we already had

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 111 of

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112 (Pages 442 to 445)

Page 442

1 with her. There's already ongoing

2 receivables that we're collecting.

3 To go back to your point,

4 you're saying that the current invoice

5 that we're purchasing receivables on is

6 being paid by prior deals, we're

7 collecting on those deals. This is

8 extending those original transactions

9 that we had factored already.

10 Q. So how much -- how much is

11 collected on day one? What's the daily

12 amount?

13 A. It's on that detail. I keep

14 going back if you want to have a relevant

15 conversation.

16 MR. HESKIN: All right.

17 This is my last area of

18 questioning we're almost done. So

19 let's take a ten minute break and

20 we should wrap this up shortly.

21 Okay?

22 THE WITNESS: All right.

23 (Recess.)

24 MR. HESKIN: Can you pull up

Page 443

1 the exhibit I just sent you?

2 BY MR. HESKIN:

3 Q. This is the copy of the --

4 of the factoring agreement. Have you

5 seen this before, the one we were just

6 discussing?

7 A. Yes.

8 Q. Okay. Can you show me in

9 here where it specific -- where the --

10 where the payment schedule it?

11 A. It should be towards the

12 end.

13 Q. Okay. Can you show me

14 exactly where it is?

15 A. If you want to flip through

16 it. I'm looking for a thing that

17 basically looks like a big spreadsheet.

18 Q. This is what was filed as a

19 true and correct copy of the agreement by

20 CBSG.

21 A. Right.

22 Q. The confession of judgment.

23 A. Well, that's the detail on

24 those invoices that you're talking about.

Page 444

1 Q. Where is it?

2 A. That's not it though. Is

3 that it?

4 THE TRIAL TECH: I believe

5 that's the last page.

6 MR. BERMAN: Just for

7 clarity of record, this is -- I'm

8 assuming, Shane, just so he knows

9 what he's looking at, this is the

10 attachment to the confession of

11 judgment or is this something

12 else?

13 MR. HESKIN: Yeah, I believe

14 so.

15 MR. BERMAN: Okay.

16 THE WITNESS: That's missing

17 the consolidation schedule

18 referred to on that last

19 agreement.

20 BY MR. HESKIN:

21 Q. Okay. And the consolidation

22 schedule, that's where it would have

23 the -- the income, how the income is

24 calculated?

Page 445

1 A. It would have the breakdown

2 for existing funding that we've done

3 through prior factoring agreements, the

4 additional capital being provided on a

5 weekly basis, and the payments collected

6 in relation to that capital.

7 Q. And it's not attached to the

8 confession of judgment, correct?

9 A. I'm not --

10 Q. All right. I hate to do

11 this. I've got to find this.

12 MR. HESKIN: Brett, do you

13 have a copy of it?

14 MR. BERMAN: I don't have

15 any. That's not my forte to get

16 documents like that.

17 MR. HESKIN: Sorry. I don't

18 know why this is such a problem,

19 but it's not anywhere I can find

20 it.

21 Give me another five

22 minutes. I apologize to everyone.

23 I've got to find this.

24 (Recess.)

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Page 446

1 MR. HESKIN: So what exhibit

2 number is this?

3 THE TRIAL TECH: I have it

4 written down as 34.

5 MR. HESKIN: Okay.

6 BY MR. HESKIN:

7 Q. So Joe, what is this

8 exhibit?

9 A. This exhibit is HMC's

10 records breaking down the daily payment

11 amounts and was the point of negotiation

12 when we were talking to Kara and Josh

13 about their payment history with us.

14 Q. Okay. And this is

15 specifically about the 12/19 agreement,

16 right?

17 A. Yes. That's just this deal,

18 correct.

19 Q. All right. And according to

20 this deal, this is what, in the middle

21 column, the daily payment contract says

22 3,500, right?

23 A. Yes.

24 Q. And that's based on 10

Page 447

1 percent of her income, right?

2 A. Well, again, this is the one

3 that skewed away from the original

4 underwriting. This is by far the most

5 complicated given the litany of funding

6 that was associated with it.

7 Q. Okay. So -- so in December,

8 it's $3,500 every day, right?

9 A. Yes.

10 Q. In January, it's $3,500

11 every day?

12 A. Yes.

13 Q. Okay.

14 MR. HESKIN: So can you --

15 can the court reporter or the

16 technician just go to the next

17 set? There you go, yup. Thanks.

18 BY MR. HESKIN:

19 Q. And then up until January

20 23, it's at $3,500 a day. Do you see

21 that?

22 A. Yes.

23 Q. And then it jumps from 123

24 to 124 from 3,500 a day to 12,337, right?

Page 448

1 A. Right. That's how you end

2 up with the $19,000 payment.

3 Q. Well, why did it jump from

4 3,500 to 12,337?

5 A. Again, that's the detail

6 that we have on this agreement and how

7 this transaction was structured.

8 Q. Okay. Well, I mean, I

9 looked at the agreement. I don't see a

10 schedule. All I see is in the front of

11 the agreement it says increased based on

12 income.

13 So who -- who authorized the

14 jump from $3,500 a day on 1/23 to 12,337

15 on 1/24?

16 A. That's the basis of the

17 agreement.

18 Q. Where -- where in the

19 agreement does it say that that's

20 allowed?

21 A. Based on the communications

22 with Kara and the information we received

23 from her team, we made the decision to

24 increase it from the agreement we had

Page 449

1 with her.

2 Q. Okay. So what information

3 on 1/24 justified an increase of roughly

4 400 percent?

5 MR. BERMAN: Objection.

6 THE WITNESS: We're treading

7 the same ground, Shane. This

8 isn't anything new. We're just

9 going to keep going back to the

10 same information.

11 BY MR. HESKIN:

12 Q. Okay. So just so I'm clear,

13 you made this calculation, right?

14 A. This calculation was part of

15 the agreement that she signed off on.

16 It's detailed in that schedule for her

17 funding.

18 Q. And who made the calculation

19 that the daily payment should now be

20 12,337 on 1/24? That would be you,

21 right?

22 A. We made the calculations,

23 yes.

24 Q. You did?

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Page 450

1 A. I didn't specifically make

2 that individual calculation on the

3 funding schedule. I don't prepare the

4 numbers.

5 Q. But did her income increase

6 by 400 percent in one day?

7 A. I don't know.

8 Q. Well, according to the

9 agreement it says, increase is based on

10 income, right?

11 A. Yes.

12 Q. So by any plain reading of

13 income, the income must have, according

14 to you, in order to justify a 400 percent

15 increase, it must have increased by

16 400 percent, right?

17 A. You'd have to look at the

18 funding schedule. In this agreement

19 we're adding -- we're providing her

20 weekly capital as part of the transaction

21 which is detailed on that list.

22 Q. Why would the funding

23 schedule have anything to do with the

24 percentage of her income?

Page 451

1 A. Because it was structured

2 and agreed upon in that manner.

3 Q. That you get to increase the

4 payment by 400 percent?

5 A. Correct.

6 Q. And that's going to be on

7 some schedule that no one can find?

8 A. It was provided. She signed

9 off on it.

10 Q. Well, the -- the copy that

11 you -- your company filed with the

12 Philadelphia Court of Common Pleas that

13 said this is a true and correct copy,

14 doesn't have that schedule. We looked at

15 it, right?

16 A. It's not on there. It

17 should have been provided.

18 Q. But your lawyer,

19 Mr. Hartley, said this is a true and

20 correct copy, right?

21 A. Yes.

22 Q. And you've looked at it and

23 you don't see that schedule, right?

24 A. Right.

Page 452

1 Q. And if you look at the

2 numbering, it's 1 of 22, and I went

3 through and there's no pages, I don't see

4 a schedule, right?

5 A. Yup.

6 Q. Okay. So unless we can --

7 you can come up with some document, some

8 schedule that I haven't seen, and that

9 your lawyer represented didn't exist to

10 the Court of Common Pleas, what we're

11 left with is what's been filed -- what we

12 have seen here today, right?

13 A. Sure.

14 Q. Okay. And in that document,

15 there's nothing in there justifying an

16 increase of 400 percent, right?

17 A. Like the other deals we had,

18 the basis is on the underwriting in the

19 background on the deal itself. There's

20 supporting documents as part of the

21 underwriting file. If it's not attached

22 to this -- to this agreement, the other

23 underwriting criteria we have is part of

24 the transaction, it doesn't necessarily

Page 453

1 say that it's not valid, that there isn't

2 a payable for that amount. It just so

3 happens the details on the receivable and

4 how we're collecting it are itemized on

5 that schedule.

6 Q. Well, I'm looking at the

7 front of the agreement and it says the

8 daily --

9 A. She's got to pay us back a

10 good amount of money.

11 Q. The daily amount is based on

12 the percentage of income, right?

13 A. Right.

14 Q. And so when -- on day one

15 the percentage of income was 3,500,

16 right?

17 A. Right.

18 Q. And now just over a month

19 later, because this -- this started

20 December 19th, right?

21 A. Yup.

22 Q. Just a month later, it went

23 from 3,500 to $12,000. That's nearly a

24 400 percent increase, right?

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Page 454

1 A. Correct.

2 Q. So you're telling me that

3 their income increased by nearly

4 400 percent, right?

5 MR. BERMAN: Objection.

6 THE WITNESS: No, I'm not

7 telling you that.

8 BY MR. HESKIN:

9 Q. You're not telling me that?

10 A. No, I'm not saying that.

11 Q. Okay.

12 MR. BERMAN: But Shane, I do

13 have to say, you've asked all

14 these questions already.

15 MR. HESKIN: Yeah. I just

16 can't figure it out.

17 MR. BERMAN: Right, but you

18 got your answers, so you're just

19 asking the same questions you

20 previously asked at 6:45 at night.

21 MR. HESKIN: All right.

22 BY MR. HESKIN:

23 Q. Let's look at the -- let's

24 look at what happened. So we got 1/24

Page 455

1 for a period of -- to 2/14, it looks like

2 another 20 days or so, you collect 12,037

3 and then it increases to 14,525.

4 Do you see that?

5 A. Yes.

6 Q. Okay. What's the basis for

7 that increase?

8 A. It's on a schedule.

9 Q. It's on a schedule that no

10 one can find, right?

11 A. No, we have it. You don't

12 have it.

13 Q. Okay. And --

14 A. Kara should have it, she

15 went over it with Josh.

16 Q. Okay. Maybe we'll find it.

17 Maybe we'll find it.

18 And so you're saying my

19 client has it, but here's an exhibit that

20 she prepared and obviously doesn't agree

21 with that and she -- she met with you and

22 said, Hey, listen, this is not what we

23 agreed to, this is how much we should

24 have been charged, $3,500 a day, and

Page 456

1 you're charging me, why? You're charging

2 12,000, you're charging me 14, 16, 19.

3 So obviously she doesn't

4 have the schedule that you're saying

5 exists, right? Because if she had it,

6 she would just look at the schedule and

7 say, You know what, you're right?

8 A. That's incorrect. That's

9 not what the meeting was about.

10 Q. Okay. Well, she had a

11 meeting with you, right?

12 A. Yes.

13 Q. She's telling you this is

14 what the agreement calls for, 3,500 per

15 day, right?

16 A. No.

17 Q. That's not what she's saying

18 there?

19 A. No.

20 Q. What's she saying?

21 A. The meeting was to cover all

22 her transactions and to work on doing a

23 deal. It was a negotiation.

24 Q. It's a negotiation. So

Page 457

1 she's not -- she's not telling you during

2 this meeting that you've overcharged me

3 by over a million dollars, right?

4 A. She's not disputing that we

5 overcharged her. She said, We need to

6 get on the same page on the balances for

7 all the transactions and come up with a

8 plan that's feasible for the business.

9 Q. Okay. So she sits down with

10 you, she presents this schedule and says,

11 You should have been charging me $3,500 a

12 day, but you --

13 A. No, she never said.

14 Q. Isn't that what this says?

15 A. No.

16 Q. Look at the heading at the

17 top.

18 A. You're asking me if she said

19 you should not have charged me the

20 $19,000. $3,500 a day. That is not

21 factually correct.

22 Q. Let's look at the top.

23 MR. HESKIN: Can the

24 technician highlight the top of

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Page 458

1 the page? The heading at the top.

2 Yup.

3 BY MR. HESKIN:

4 Q. Daily payment contract.

5 That's what she's saying is $3,500 per

6 day, CBSG daily ACH debit amounts.

7 Do you see that?

8 A. Yup.

9 Q. So she's alleging that the

10 contract only allows 3,500, isn't she?

11 A. So look at your bottom right

12 on there, the draw schedule.

13 Q. Yup.

14 A. Similar to what I'm

15 describing on the agreement we had. They

16 definitely got that because that schedule

17 is based entirely on that other schedule

18 that I'm referring to.

19 Q. Okay.

20 A. But you're seeing additional

21 funds we're providing to HMC over the

22 life of this deal so that when we provide

23 additional capital, you can see it lined

24 up there with those dates, we're able to

Page 459

1 increase the payments proportionate to

2 the additional capital we're providing

3 for additional receivables that are being

4 financed.

5 Q. What -- how does that

6 correspond to income? It says the daily

7 payments are supposed to increase based

8 on the income, right?

9 A. Additional receivables that

10 she's making based on this agreement that

11 we can provide more capital to buy more

12 receivables which would correlate to the

13 increase in payments.

14 There's no surprise to her,

15 if you're trying to paint this in a way

16 that she thinks she doesn't know where

17 those additional payments are coming

18 from.

19 Q. Okay.

20 A. She understands that.

21 Q. Got it. So on 1/4, you guys

22 fund with her $550,000 in additional

23 money, right? Right?

24 A. Yes.

Page 460

1 Q. Let's look at the schedule.

2 On 1/4, how much did the daily amount

3 increase?

4 A. Nothing, it's still the

5 3,500.

6 Q. I thought you just said two

7 minutes ago that it was supposed to

8 increase every time she got more money

9 from you?

10 A. It goes up over time. I'm

11 not saying it's a direct correlation with

12 the schedule on the right.

13 Q. Okay. And so on 1/4, she

14 got more money but the daily payment

15 didn't increase?

16 A. Yeah. Her detailing this

17 out shows that she understands exactly

18 how this agreement works.

19 Q. No, it doesn't.

20 A. Yes, it does. The schedule

21 of payments going out, this is provided

22 by them, understanding and confirming

23 that her accountant knows exactly what

24 payments were coming in. Why wouldn't

Page 461

1 they be able to understand that the

2 payments funded on that draw schedule

3 correlate to the increase in the daily

4 ACH from additional receivables, so

5 rather than breaking it out into, you

6 know, seven or eight more deals, we just

7 decided to do this schedule that

8 increases over time.

9 That's the way she wanted it

10 and she instructed us to structure this

11 deal that we came in agreement to.

12 Q. You're purchasing 10 percent

13 of what?

14 A. No. Again you're hung up on

15 this 10 percent like you're expecting a

16 flat ten point calculation from a

17 receivable basis. This negotiation is

18 outside of that. Even if we had that 10

19 percent basis, that's always been the

20 basis for her deals. But this

21 negotiation, it's a very complicated

22 transaction with multiple tranches of

23 capital coming in to purchase additional

24 receivables was developed and negotiated

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Page 462

1 by Kara. There should be no ambiguity

2 about that.

3 Q. This is what she's saying.

4 Dated 12/19/18, contract date, 12/9/18,

5 contract amount, 3.8 million, daily

6 payment stated in the contract, 3,500,

7 income payment options specified 10

8 percent. Right? That's her

9 understanding of the deal, right?

10 A. No.

11 Q. She's not saying that?

12 A. She's not. She has this

13 deal. This is what I'm explaining to you

14 that you're failing to produce the

15 schedule. She has the entire structure

16 of when deals -- when this capital is

17 going to come her way, when the payment

18 increases occur, and it's only after we

19 gave her the last tranche of capital

20 before we had any issues with this

21 client.

22 Q. All right. I'm just telling

23 you what she's claiming on this piece of

24 paper. Isn't it true that she's saying

Page 463

1 that the daily payment should be 3,500 or

2 10 percent?

3 A. That's not correct. She is

4 factually inaccurate and she understands

5 how this deal was structured.

6 Q. I don't care whether she's

7 right or wrong, I just want to know, this

8 is what she's saying and this is what she

9 told you at that meeting.

10 A. No, not during the meeting.

11 Again, the meeting was to discuss all of

12 the advances that she has with our

13 company.

14 Q. Okay. As for this

15 particular one?

16 A. They came in to try to do a

17 negotiation, do an additional deal to

18 potentially get more capital and we

19 responded, We're already in this too

20 deep, we need to lower the payment. We

21 agreed because we want you to sustain

22 your business for us to be able to

23 collect those receivables.

24 Q. All right. I got it.

Page 464

1 Just so I'm clear, that the

2 entire basis for you increasing this

3 amount is found somewhere on a schedule

4 that I've never seen?

5 A. That your client has seen

6 and has detailed out right here with the

7 funding provided.

8 Q. Okay.

9 A. Because the funding amounts

10 aren't provided on that version of the

11 schedule you provided either, right? How

12 are they getting the numbers if they

13 don't have the schedule that went along

14 with that contract?

15 Q. Okay. So you've got that

16 schedule, and you know, it either exists

17 or it doesn't exist.

18 A. I'm looking at it right now

19 on my computer.

20 Q. You have it? Then share it

21 with us. Email it -- email it to the

22 court reporter and we'll look at it right

23 now together.

24 A. You have the payment

Page 465

1 schedule already.

2 Q. Well, you've got this

3 agreement that you prepared for and

4 you're relying upon for your testimony,

5 email it to the court reporter and

6 we'll --

7 MR. BERMAN: Shane, let

8 me -- let me put you on mute and

9 I'm going to call Joe for one

10 second. Okay?

11 MR. HESKIN: Sure.

12 MR. BERMAN: Your question

13 is not pending anymore, correct?

14 MR. HESKIN: No.

15 (Recess.)

16 BY MR. HESKIN:

17 Q. Okay. All right, Joe. Can

18 you please -- is this the document you

19 were referring to earlier?

20 A. It's a sample of the weekly

21 funding we were describing.

22 Q. Where are the daily payments

23 on this?

24 A. This one does not have the

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Page 466

1 daily payments. It's a sample of how

2 wires were scheduled to complete the

3 funding for HMC.

4 Q. Okay. But -- but the

5 document that you're talking about, would

6 it have a payment schedule, too?

7 A. Yeah, the one that was with

8 that deal specifically should have the

9 increased detail on that payment.

10 Q. They should have it, right?

11 A. Right. But the point of

12 this document in reviewing what we're

13 doing with the funding to this client,

14 this is normally included in these MCA

15 agreements listing out the wires received

16 every week so there's no ambiguity on

17 their end when capital was coming in.

18 This one so happened to have a fixed

19 payment so it didn't need to have a

20 breakdown on the increasing payments

21 because it was the same amount the whole

22 time.

23 Q. What does exposure mean?

24 A. Exposure means capital out

Page 467

1 versus capital in. This was a mechanism

2 for us to limit our exposure with all the

3 deals we had with Kara, especially down

4 the road with that last transaction. So

5 you can see that week one we fund

6 137,000, we collect five installments of

7 that 700 -- 7,812 payment on the top

8 right.

9 Q. Got it.

10 A. We fund another 48,000, we

11 collect another 7,812 in the top right.

12 The exposure is a sum of the payments

13 wired out versus payments collected. So

14 by week two, we wired out a total of

15 approximately 2 -- or 197 -- what is

16 that, $187,000, right? 187 minus ten

17 installments of the 78 equals that 185

18 balance, right? Not balance, but the

19 exposure on that capital.

20 So all-in-all we funded

21 $108,000 more than we received. And this

22 doesn't break even until we're done

23 funding her at the bottom of the list

24 where you see on week -- 7/23, we're

Page 468

1 ahead on the total capital sent out. We

2 collected more than what we sent out.

3 Q. And so as of 10/22/18,

4 you're plus -- you're in the black

5 $538,000, right?

6 A. Correct.

7 Q. Okay. And what's your

8 current exposure?

9 A. This one is paid off. It

10 was done. It was satisfied as of

11 12/5/18.

12 Q. 12/5/18?

13 A. Yes.

14 Q. But overall, isn't it true

15 that CBSG has received more than

16 $2 million in payments than it gave HMC?

17 A. No, not at all, we're behind

18 on the exposure 3-and-a-half million

19 dollars.

20 Q. Okay. And what document --

21 A. We gave Kara 3-and-a-half

22 million dollars more than she gave to us,

23 not including any factor for your income.

24 Q. Okay. And what document did

Page 469

1 you review to come up with that number?

2 A. We didn't have a document to

3 review. That's a calculation we did

4 internally.

5 Q. When did you do that?

6 A. It's on your payment

7 schedules. If you net out on those

8 payment histories the amounts paid versus

9 amounts funded, you'll come up with that

10 same number. And that's not even talking

11 about the 11-and-a-half million dollar

12 outstanding balance. If she collected

13 11-and-a-half million dollars, we would

14 get our 3-and-a-half million dollars back

15 and $8 million of income for the total

16 amount of money we funded to her.

17 Q. And that --

18 A. We haven't even broken even

19 with Kara yet. She's still out more than

20 we received.

21 Q. And do you understand that

22 she disputes that payment schedule, that

23 there were wires --

24 A. She didn't dispute it when

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Page 470

1 we met with her CFO in our meeting.

2 Again, we got to the same numbers, we

3 weren't too far off, we ended at that

4 11-and-a-half million dollars number as

5 the true outstanding balance, and that's

6 where it went sideways. She pulled the

7 plug on payments, she did not make good

8 on any other further payments. She

9 decided to go to legal with it.

10 She knows she's ahead

11 3-and-a-half million dollars no matter

12 how you cut it.

13 Q. Do you have an email where

14 she -- that memorializes her agreement to

15 the 11.5?

16 A. Yes.

17 Q. You do?

18 A. Oh, we should have

19 communications confirming that. I have

20 several messages back and forth with her

21 accounting department. Time and again,

22 her CFO and her confirmed this is the

23 current outstanding balance.

24 In fact, even before we did

Page 471

1 another funding, we trued it up. When

2 she did this last agreement saying you're

3 taking existing balances and putting them

4 into new agreement with new capital, we

5 always have to true up the existing

6 balances. If she's not on the same page

7 with that, we're not going to do that

8 next deal.

9 So we confirm with her, Hey,

10 Kara, this is the current balance, we're

11 going to give you this additional

12 capital, here's what it's going to owe.

13 When you collect your receivables, you

14 have to turn over that capital.

15 Q. All right. So --

16 A. This deal is evidence that

17 she understands exactly what the

18 structure is in liabilities. Just keep

19 in mind, she paid off most of these

20 deals. She was a great client up until

21 this went sideways because she understood

22 the product, she customized it to fit her

23 business needs, and she paid us back

24 those prior deals.

Page 472

1 Q. Okay. And I'm just trying

2 to figure out what you said earlier with

3 these re -- re-upped deals where you

4 combine the deals together.

5 So are you using this new

6 agreement to pay off the old agreements

7 and you just combine them in one, is that

8 what you're doing?

9 A. Yeah, in effect you can call

10 it a payoff. You're taking the existing

11 factoring agreement and you're bringing

12 it into a new transaction. You're

13 confirming the balances owed and the new

14 payment schedule as a negotiation for

15 subsequent payments to be collected.

16 Q. Okay. And that's perfectly

17 okay?

18 A. Yes, she agreed to it

19 several times.

20 Q. Okay. And you're okay --

21 your auditors are okay with that?

22 A. Are you asking if our

23 auditors are okay with the legal

24 structure of our agreement?

Page 473

1 Q. If your auditors are okay

2 with using a new factoring agreement to

3 pay off old factoring agreements?

4 A. Yes, they're okay with the

5 mechanism for subsequent agreements

6 replacing existing agreements.

7 Q. So they're okay with a new

8 agreement repurchasing receivables that

9 were already purchased by CBSG?

10 A. Correct.

11 Q. Just to be clear, you would

12 be taking funds that are not generated

13 from future receivables to pay off

14 receivables that you purchased, and so

15 you're getting paid off from -- not from

16 those receivables you purchased, but

17 you're getting paid off from yourself?

18 MR. BERMAN: Objection,

19 form.

20 THE WITNESS: No, that's

21 incorrect.

22 BY MR. HESKIN:

23 Q. So I've got an agreement,

24 right?

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Page 474

1 A. That's not correct.

2 Q. Tell me how I'm wrong.

3 A. You have a commitment for

4 those receivables on the last

5 transaction. You're expanding the

6 commitment for additional receivables as

7 part of additional funding. You're

8 carrying over the remaining liability for

9 the original commitment and building upon

10 it with additional capital provided to

11 Kara, meaning that we have the right to

12 additional receivables the company will

13 now generate under the subsequent

14 agreement.

15 The financial auditors

16 signed off on the structure and the legal

17 on these documents.

18 Q. When?

19 A. As part of our audit.

20 Q. When?

21 A. For 2017 we had our audit

22 completed at the start of -- at the end

23 of 2018. We just had 2018 under QC

24 review, and we expect 2019 to be

Page 475

1 completed by the end of the year.

2 Q. Okay. Just so I understand

3 this correctly, the money that's going --

4 where is the money coming from to pay off

5 the first agreement?

6 A. The money coming from -- to

7 payoff the first agreement?

8 Q. Yup. So if I got two

9 agreements, the first one -- the second

10 one is paying off the first, right?

11 Where is the money coming from to pay off

12 the first? It's coming from CBSG, right?

13 A. Depends on which agreement

14 you're referring to and what the business

15 operations cash flows are like.

16 Q. Well, I'm just talking about

17 when you do one of these consolidations

18 where you're paying off an old one, where

19 is the actual money coming from to pay

20 off the first agreement? It's not coming

21 from the receivables of the business --

22 A. Operations of the business.

23 Q. -- it's coming from you,

24 CBSG, right?

Page 476

1 A. No, it's not coming from us.

2 I mean, it can if they put that in the

3 same account that they're paying us back

4 from. We actually wire to different

5 accounts specifically for that reason.

6 But if the business is

7 generating revenues -- remember, we're

8 only buying a portion of the receivables.

9 They're getting revenues from other deals

10 that we're not buying into. This is why

11 we don't fund 100 percent of receivables

12 or even 50 percent. It doesn't make any

13 sense for us to buy out the entire

14 receivables, otherwise, what's the

15 utility of the business we're doing

16 business with?

17 Q. Let's just try and keep it

18 simple. I've got an agreement -- let's

19 take the first agreement. I get 100,000,

20 I have to pay back 150. I pay it off for

21 a while through receivables, $75,000 left

22 that I owe. Right?

23 A. Okay.

24 Q. Then I enter into a new

Page 477

1 agreement with CBSG for an additional

2 100 -- $200,000. Let's say it's another

3 $200,000. I owe 75 from the last one,

4 right?

5 A. Right.

6 Q. How does that $75,000 get

7 paid off if I -- if I consolidate it with

8 the second?

9 A. It doesn't matter if it's a

10 reload or if it's the same transaction.

11 There's cash flow coming in from the

12 business outside of what we're providing.

13 Again, we're only funding a small portion

14 of the overall monthly statement cash

15 flow. If we're basing a 10 percent basis

16 on the funding amount for our

17 receivables, they should have plenty of

18 other capital from other deals that we

19 did not purchase the future receivables

20 on for that to occur.

21 Q. You're making no sense

22 whatsoever. They owed $75,000, how is

23 that money getting paid?

24 MR. BERMAN: He just

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Page 478

1 answered that. Objection.

2 But Shane, it's 7:15 at

3 night. So are you finishing this

4 up now? We're been here since ten

5 o'clock this morning.

6 MR. HESKIN: Very close.

7 BY MR. HESKIN:

8 Q. Where is that money -- how

9 is it getting paid off?

10 A. This is what I just

11 explained. You understand there's more

12 receivables out there than what we're

13 financing, right?

14 Q. Okay.

15 A. I'm not getting every single

16 dollar that the company gets. They have

17 a healthy payroll, they have SGNA, they

18 have rents, they have all sorts of bills

19 that the company needs to operate.

20 There's revenues, Kara takes a nice fat

21 salary. There's revenue outside of what

22 we're financing.

23 Q. Where is the $75,000 coming

24 from? The company pays the 75,000 or

Page 479

1 does CBSG pay the 75?

2 A. No, the 75,000 is not

3 physically paid off when we do a

4 subsequent deal. It's an expansion of

5 the receivables commitment that she's

6 making subsequently after the first

7 transaction. I don't get 75 grand back

8 when we do that reload. We're still on

9 the hook for that. She has to receive

10 that in future receivables from her

11 merchants. We're saying we agree to

12 provide additional capital to purchase

13 additional receivables that your company

14 is going to receive in the future. It's

15 up to you to make good on that under this

16 new agreement when you collect that

17 receivable.

18 Q. But when you do the new

19 agreement, right, the deal No. 2, right,

20 that extinguishes deal No. 1, right?

21 Deal No. 1 is paid off, right?

22 A. It's not physically paid

23 off. I'm not getting cash in hand to pay

24 that off.

Page 480

1 Q. I got it. But I no longer

2 owe money under that agreement, right?

3 A. You do. You carry over --

4 well, yeah. Legally the -- that

5 agreement is complete.

6 Q. Paid, right?

7 A. But the liability as part of

8 the next agreement, which is a carryover

9 subsequent agreement, which I'm sure

10 you've come across before.

11 Q. Yeah, but --

12 THE REPORTER: Guys, really,

13 one at a time.

14 THE WITNESS: Go ahead,

15 Shane. You go first.

16 BY MR. HESKIN:

17 Q. When I do the refactoring,

18 or whatever you want to call it, at that

19 point in time, I no longer legally owe

20 any money under the first agreement,

21 correct?

22 A. Correct.

23 Q. I didn't pay that off with

24 receivables of my own, right?

Page 481

1 A. No.

2 Q. How did it get paid then?

3 A. Liability for those future

4 receivables is carried over into the

5 subsequent agreement. Future receivables

6 like the original agreement will pay that

7 off.

8 MR. HESKIN: Can the

9 technician please pull up the

10 email I just sent?

11 BY MR. HESKIN:

12 Q. Can you read that second

13 paragraph? The second full paragraph.

14 A. Okay.

15 Q. Did you write this email?

16 A. Yes.

17 Q. Is this email consistent

18 with what we just spent 20 minutes

19 debating over?

20 A. Yes.

21 Q. Okay.

22 A. You can't apply funds

23 allocated for client funding against the

24 balances. We're not going to take our

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 121 of

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122 (Pages 482 to 485)

Page 482

1 own money and pay back your last

2 receivable. You're renegotiating the

3 next contract. That's exactly what I'm

4 describing.

5 Q. Okay. So this is exactly

6 what you've been trying to tell me for

7 the last 20 minutes. Maybe I'm dense.

8 A. Yeah, you are dense. And

9 she called me after this and said she

10 understood.

11 Q. Okay. I guess I'm the dense

12 one. That's fine.

13 MR. HESKIN: All right.

14 Well, that's all I have. Thank

15 you very much for your time.

16 Thank you everyone for being

17 so patient.

18 And those are all the

19 questions I have.

20 Brett, do you have anything?

21 MR. BERMAN: No, nothing.

22 Thank you everyone. Have a

23 good night. I appreciate it.

24 THE REPORTER: Mr. Berman,

Page 483

1 do you need a copy of the

2 transcript?

3 MR. BERMAN: Not as quickly

4 as Mr. Heskin does, but I need a

5 copy, yes.

6 THE REPORTER: Thank you.

7 (Witness excused.)

8 (Deposition concluded at

9 approximately 7:17 PM.)

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

Page 484

1

2 CERTIFICATE

3

4

5 I HEREBY CERTIFY that the

6 witness was duly sworn by me and that the

7 within deposition is a true and accurate

8 transcript of the stenographic notes of

9 the testimony given by the witness.

10

11

12

13

 Constance S. Kent, CCR, RPR, CLR

14 Certified Court Reporter

 Registered Professional Reporter

15 Certified LiveNote Reporter

 and Notary Public

16 Dated: 7/1/20

17

18

19

20 (The foregoing certification

21 of this transcript does not apply to any

22 reproduction of the same by any means,

23 unless under the direct control and/or

24 supervision of the certifying reporter.)

Page 485

1 LAWYER'S NOTES

2 PAGE LINE NOTATION

3 ____ _____ ___________________________

4 ____ _________________________________

5 ____ _________________________________

6 ____ _________________________________

7 ____ _________________________________

8 ____ _________________________________

9 ____ _________________________________

10 ____ _________________________________

11 ____ _________________________________

12 ____ _________________________________

13 ____ _________________________________

14 ____ _________________________________

15 ____ _________________________________

16 ____ _________________________________

17 ____ _________________________________

18 ____ _________________________________

19 ____ _________________________________

20 ____ _________________________________

21 ____ _________________________________

22 ____ _________________________________

23 ____ _________________________________

24 ____ _________________________________

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 122 of

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Page 484

1

2 CERTIFICATE

3

4

5 I HEREBY CERTIFY that the

6 witness was duly sworn by me and that the

7 within deposition is a true and accurate

8 transcript of the stenographic notes of

9 the testimony given by the witness.

10

11

12

13

 Constance S. Kent, CCR, RPR, CLR

14 Certified Court Reporter

 Registered Professional Reporter

15 Certified LiveNote Reporter

 and Notary Public

16 Dated: 7/1/20

17

18

19

20 (The foregoing certification

21 of this transcript does not apply to any

22 reproduction of the same by any means,

23 unless under the direct control and/or

24 supervision of the certifying reporter.)

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 123 of

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Page 1

A

Abbey 328:7,13

Abbonizio

317:16

Abbonizio's

319:24

ability 105:24

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351:1

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87:22 130:4

209:18,22

246:6,8 356:20

357:8 396:7,10

396:13 432:18

432:22 458:24

461:1 463:22

absolute 377:14

absolutely 51:1

100:3 101:2

107:15 112:23

141:4 162:6

212:2 236:9

260:24

absolved 97:20

accept 42:19

accepted 187:20

289:18

accepting 117:24

account 30:24

176:8,10

185:17 197:20

198:2,17

203:19 311:13

312:3 387:3

426:1 476:3

accountant

177:23 182:21

205:21 347:12

382:8 404:21

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accountants

81:14

accounted 47:22

200:19

accounting 41:20

43:16 47:1,2,3

47:19 48:15

49:10,10 50:1

73:16 74:4,24

75:2,5,21 81:12

82:18 86:17

130:8 136:3,5,9

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146:7 174:8

175:19 178:6

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185:13 186:16

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accounts 24:24

108:8,9 184:6

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331:18 377:19

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accrued 102:11

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484:7

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236:24

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Acknowledge...

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acting 132:2

action 1:4 48:17

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actively 221:24

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activities 24:20

activity 304:3

acts 349:2

actual 58:17

67:11 85:21

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204:3 229:1

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add 226:23

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added 263:13

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adding 412:11

438:24 440:16

450:19

addition 412:23

additional 54:2

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401:15 413:9

414:2 432:23

433:5 435:14

435:16 436:1,3

438:24 439:23

445:4 458:20

458:23 459:2,3

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461:4,23

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150:14,17

156:5 169:9

285:12 287:17

309:13

addresses 147:15

147:19

adjustments

203:22

admitted 78:5

131:9,16

admitting 279:2

advance 1:9

77:20,22

248:21 257:5

373:4 412:11

418:6,14,22

425:4 427:2

428:12,14

441:7

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314:3,5 433:22

463:12

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275:13

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289:22

advice 11:7 77:1

80:16 330:14

331:1,8

affidavit 240:3

240:10 246:10

affiliated 302:7

affiliation 318:21

affixed 26:17

affixes 27:9

affordable

433:24

afternoon 284:13

agent 152:8

aggressive 123:6

428:15

ago 233:15,20

239:23 240:16

338:8 352:6

353:9 396:18

460:7

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152:6 170:15

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232:24 234:11

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313:6 350:18

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agreed 34:10

46:14,24 80:3

186:4 398:10

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agreement 3:13

4:4 15:8 16:4

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30:15 31:6,11

36:11 37:14

38:2,24 39:3

50:2,15 58:6,11

59:19,21 60:9

64:24 66:10,14

69:7 72:13

75:11 86:23

87:12 89:1,3

90:19 91:13

92:6,10 93:21

98:15 99:11,20

101:15 103:5

104:10,12,15

104:22 105:6

105:18 106:12

109:1 117:9

152:3 153:8,10

153:12 161:5

171:5 172:16

178:4 183:8

185:2 186:17

186:21 187:16

187:18,23,24

188:13 190:17

224:4 254:3,7

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261:13,14

266:12 268:6

268:12,23

269:6,14,17,19

285:18 317:20

319:11,15,15

321:17 335:24

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Page 2

341:4 342:10

342:20 343:24

345:8 350:3,19

350:24 353:10

354:5,10,22,24

355:8,19

358:22 360:16

361:18 362:15

365:15,19

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367:10,11,14

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372:5,12

373:10,11,23

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375:1,22 376:1

380:1,8,12,21

380:22 381:2,2

381:6,7,9,10

384:3 385:24

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394:19,20

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20:2 34:7 40:20

41:4,13 42:11

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57:22 58:2,3,4

62:22 65:12

79:17 82:10

86:24 87:11

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89:7 102:15

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150:2 157:12

160:7 161:20

171:2 177:19

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210:16 231:19

251:7 262:3,18

262:22 268:7

277:15 296:18

302:23 303:9

303:14 304:1,5

304:8,12

306:21 328:2

330:20 345:11

369:4 374:16

379:20 386:12

387:23 391:20

391:22,22

392:3 393:8

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414:22 432:17

434:13,17,22

435:1 437:17

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agreement's

224:15

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95:10,16 99:4

103:13 133:12

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226:21 264:11

291:6 331:6

360:3 468:1

470:10 480:14

ah-ha 271:19

AICPA 206:4

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347:12,15

348:1

akin 266:7

Alex 32:16 33:3,4

33:15 66:7,9

Alexa 320:6

allegation 9:14

alleged 117:10

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123:19 458:9

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343:10

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allow 186:18

226:24 292:11

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124:13 125:17

126:15 186:19

207:18,20

210:8,21

212:18 285:22

292:24 295:23

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allows 126:14

458:10

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altogether 37:9

439:7

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261:20 462:1

466:16

Ambler 227:22

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86:15 101:7

267:23

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46:20 48:13

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and/or 377:23

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answer 5:4 8:6

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11:5 13:20

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26:7,10 27:5

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133:5,8,12

135:12,15

147:10 149:12

149:23 152:11

152:19,21

176:20 201:6

204:13 207:12

208:11,14

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Page 3

210:5 211:1,8

211:18,20

212:3 213:18

214:15,20

215:2,8,14

216:5,10,13

227:4,10

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229:20,23

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232:4,7,11,22

233:21,23

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162:19,22,23

162:23 163:1

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162:10

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anymore 373:24

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anyone's 311:19

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484:21

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appreciative

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Approximate

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273:24 274:2

276:22 277:2,6

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225:3 231:7

324:19 335:2

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232:16 234:13

239:6,8 246:21

271:11,14,18

271:20 272:1,1

272:4 275:20

275:22 293:11

293:12 299:21

300:3,4 302:24

303:1 325:9

326:5 352:14

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aspects 160:1

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assessed 183:1

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asset 130:5

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206:14 339:11

340:20

assets 92:19 99:9

99:15 201:13

204:23 207:10

259:23 340:16

assigned 371:23

assigning 387:11

assigns 377:13

378:17 379:3

387:24

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associated 83:5

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attention 284:17

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attorneys 133:7

134:1 173:6,7

173:13,19

174:14,24

176:16

Attorney's

170:22

attorney/client

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Page 4

19:6,20 130:16

130:17,20

132:20 135:8

349:8

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426:13,21

427:4,21 428:6

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235:18

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163:5,8 165:8

188:11,14

238:17 282:24

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B

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166:5 167:20

167:21 168:11

177:14,15

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202:18 203:13

205:2 206:14

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260:4 274:14

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332:14,15,18

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background

73:10,15,23

75:3 78:15

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backstop 225:20

backwards

389:11

bad 220:16

balance 92:9,14

99:6 205:5

206:11,11

207:6 208:3

209:7,15

210:19 392:6

392:20 393:6

426:7 467:18

467:18 469:12

470:5,23

471:10

balances 46:8

47:19,22 48:1

48:16 183:19

183:22 185:3

393:4 426:1,9

457:6 471:3,6

472:13 481:24

balancing 123:1

balloon 313:11

bank 24:23

196:13 197:20

198:4 199:7,10

331:17 354:8

356:11,17,22

357:1,7,8,14,15

357:18,22,24

358:1 362:23

362:24 363:4,7

387:3 426:18

428:1 431:7,8

bankruptcy 90:5

90:8,13,18 92:4

92:20 93:7

97:18,20 98:8

99:2 100:9,24

Bar 134:23

Barleta 1:15 3:3

3:18 6:1 333:5

333:6,14,24

334:3

base 275:10

354:1,2,20

358:20 364:7

372:3 415:17

based 49:15,21

53:18 58:18

98:15 101:6,18

103:7 122:10

122:12 175:13

175:21 184:17

191:22 252:23

253:20 254:19

257:16,18

258:13 267:9

267:23 270:14

335:21 336:4

337:4,15,20

350:18 352:12

352:19,22

353:10 354:3

354:12,21

355:18 356:15

357:6 358:8,10

358:14,22

361:9 362:14

375:7 390:2

403:24 425:13

425:20 427:11

438:1,7 439:14

440:10,12,23

446:24 448:11

448:21 450:9

453:11 458:17

459:7,10

baseless 340:12

basic 85:14

133:10 204:12

376:1 426:21

439:18

basically 84:10

263:1 404:6

419:12 443:17

basics 86:19,21

basing 360:13,14

372:24 408:8

477:15

basis 215:10,23

221:9,22 246:4

256:11 258:1

281:8 291:16

291:17,24

339:21 346:17

347:3 355:15

361:11,20

371:18 372:8

375:15 395:20

396:14 400:2,6

400:20 401:1,4

402:4 403:1,5

405:2 410:10

413:22 418:17

420:12 421:14

422:11 424:6

424:18 426:24

427:4 428:5,12

429:5 430:9

433:9 439:19

445:5 448:16

452:18 455:6

461:17,19,20

464:2 477:15

Bates 280:9,14

280:16

Bazio 110:16

bberman@fox...

2:9

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 127 of

 173
Page 5

beat 84:4

began 16:21

beginning 1:18

7:12,23 118:13

118:14

behalf 28:18,20

31:8 63:24 77:5

148:16 160:22

161:1 163:22

211:12 222:7

224:13,15,19

225:5 226:9

279:8 294:1

300:9 349:2

believe 29:9 32:5

33:20 44:20

50:20 66:17

137:16 149:14

172:13 175:23

183:10 185:21

191:1 250:7

262:19 273:5

274:12 285:21

310:6 322:4

323:5 331:2

334:11 434:16

434:17 444:4

444:13

believes 322:9

bell 110:18

Belmont 328:7

328:13

Berman 2:7 8:4

8:11,19,24 9:15

9:20 10:1,5,12

10:19 13:18

16:10,23 17:13

18:2 19:4,18

22:13,20 23:16

25:12 26:8 27:3

27:13,17 28:10

28:21 29:7

31:12,15 32:3

34:8 37:5 39:13

40:22 41:6

42:13,17 43:5

43:19 44:3,19

45:2,10,19 46:4

51:10 52:5,13

53:13 54:15,24

55:15 56:20

57:1 58:15

59:22 60:3 61:7

62:2,18 63:9,15

64:2 66:24 68:9

69:1,9,21 71:22

76:15,21 77:7

78:1,2,7,23,24

79:5,6,11,21

80:7,24 83:18

84:22 88:21

89:13,21 90:10

91:1,14,18

92:11 93:2,22

94:23 95:8

96:12 97:5

98:11,22 99:7

99:17 100:5,17

100:21 101:4

102:6,16

104:13 105:1,7

105:11,19

106:9,22

107:10,14

110:9,13,23

111:7,14,17,24

112:6,10,17,23

114:10 115:24

116:24 118:19

120:23 122:1

123:12,24

124:5,15 125:7

125:15,21,24

126:13,18,24

127:4,10,20

128:10 129:7

130:14,19

131:5,11 132:4

132:18 133:3

133:20 134:11

134:18,24

135:6 136:1

139:18 141:14

143:15,20

145:14,21

146:15,20

149:10,22

151:2,7,23

152:10,18,22

153:18 154:2

157:16,20

158:7 159:15

162:2,7 163:17

164:11,16

165:11 166:1,6

166:16 167:9

167:16 171:15

172:7,21

173:15 174:18

175:1 176:18

181:7,20 182:4

182:8 185:20

186:11 187:5

188:2,7 191:5

192:22 193:17

194:6,22 195:1

195:10 196:17

197:6,13

198:24 200:21

201:2,5,24

207:11,15

208:6 210:4,10

210:12 211:2,7

211:16,22

212:2,12 213:3

213:14,23

214:5,14,20

215:2,8,12

216:4,9,18,21

217:4 223:15

224:20 225:22

226:17,23

227:7,16 228:1

228:9,13,21

229:2,6,16

230:3,9 231:7

232:3,9,14,20

233:2,18 234:1

234:5,10,18,23

235:8,12,15

236:2,6,15

237:3,10,13,20

238:3,22 239:4

239:13 245:20

246:11,17

247:1,6,15

248:7 249:12

256:21 258:18

262:9 264:1

265:15 266:19

269:3,9,22

270:9 271:6,11

271:16,24

272:9 274:10

275:20,23

278:6,20

279:10,16

280:4,8,13,19

281:5,9,13,18

281:19,23

283:13,17

284:1,11 289:1

290:1,22 291:3

291:14,17

292:8,16,23

293:4,16,20

294:16,24

295:3,8 296:3

299:9,16,21

300:1,13,24

301:7,13,21

302:12,17,21

303:7 304:14

308:5 310:8,19

313:2 315:8,17

316:1 318:23

322:6 323:3

324:12,18

325:16 327:7

331:21 339:2,6

339:10,16,20

340:7,13,22

341:6 343:5

347:16 349:7

349:13 351:7

351:15 353:14

353:19 355:6

356:1 358:16

361:6 363:2,13

363:19 364:8

364:13,22

369:20 370:6

373:14,18

382:22 383:5

384:15,20

385:9,17 387:7

416:21 438:19

444:6,15

445:14 449:5

454:5,12,17

465:7,12

473:18 477:24

482:21,24

483:3

best 49:17 156:9

better 120:14

226:13,15

227:18,20

228:19 229:11

230:2 277:20

278:1,18 279:7

279:12,15

283:2,11

284:21 289:21

290:8,17,20

292:12 293:13

293:23 294:9

294:13,22

295:13,18

296:9 306:2

377:9

beyond 78:15

231:11 253:9

270:6 435:2

big 23:4,6 81:12

156:22 264:10

418:1 421:21

424:1 426:12

443:17

bill 408:7

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 128 of

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Page 6

Billarose 32:18

billing 408:11

billion 320:19

bills 478:18

Biography

337:10

bit 122:24 282:15

282:16 369:10

biting 427:10

black 468:4

Blake 299:6,19

299:22 300:7

301:5,12,19

blatant 278:17

blow 39:10 369:9

371:7 377:8

board 271:17

407:1

body 261:14

267:13 381:19

434:21

book 194:21

206:19 209:16

booked 204:7,10

207:24

bookkeeper

347:5

books 172:3

199:6 200:19

202:11 203:6

208:1,13

borrow 101:8

226:4

borrowed 209:20

bottom 139:23

141:3 273:7

275:6 280:10

397:21 458:11

467:23

bought 92:22

98:20 380:10

382:5 384:19

386:10,10

387:19 388:10

390:12 393:24

394:4

Boulevard

156:10

Brad 120:12

brand 391:21

393:2,8 394:20

breach 30:2,3,5

43:18 45:6

93:20 95:7

119:20

breached 31:11

break 85:15

107:18 216:15

284:3,7 332:13

367:23 442:19

467:22

breakdown

445:1 466:20

breakdowns

418:11

breaking 446:10

461:5

breaks 437:5

Brett 2:7 9:13

10:4,9 11:1

228:18 281:2,2

445:12 482:20

Brezio 110:17

briefly 24:18

72:17 108:2

bring 84:13,20

94:9,18 217:20

280:18 392:7

bringing 280:20

305:16 472:11

broke 12:20

broken 407:21

407:21 437:10

469:18

broker 228:5,24

283:2,5 284:21

295:19,22

299:12,20

300:8 305:3

309:20 310:1,3

310:7,23 311:3

321:4,9

brokering 296:1

brokers 306:1

308:19,24

Bromley 335:18

brought 129:5

357:20 435:13

bucks 203:10

209:11,12

building 7:8

474:9

bulk 156:17

bunch 218:21

business 1:8 4:2

21:9 53:19 54:5

59:13 72:11

73:4 74:13

77:13 83:6,8,14

86:11 90:3,9,24

91:3,12 93:18

93:20 95:20

96:8 97:14 98:2

99:10 100:13

103:16 106:2

111:4 113:11

113:13 114:4

122:16 124:18

149:17 150:6

152:8 153:10

154:11 161:4

168:16,17

169:5 191:13

191:14,23

204:20 205:15

205:16 206:10

217:19,22

218:22 220:2

220:10,18

223:14 225:10

242:21 243:16

244:13 246:3

260:17 277:5

278:23 285:3,7

285:11 286:10

286:17,17,23

303:21 304:3

330:11,14

331:1,4,12

335:8 337:14

339:23 340:23

340:24 370:14

372:3 374:4

376:20 378:6

379:11,19

382:11 383:1

383:22 385:4

385:12 386:6,7

388:20 389:9

390:22 393:4

394:18 403:8

425:14 426:3

426:22 427:13

427:15 428:2

428:23 429:1

436:4 440:18

457:8 463:22

471:23 475:14

475:21,22

476:6,15,16

477:12

businesses 93:17

100:12 113:14

160:6 161:1

330:14

buy 91:10,10

384:10 390:11

390:12 436:3

459:11 476:13

buying 54:13,22

108:23 369:17

372:13 376:17

376:18 382:15

382:17,18

388:16,18

389:15,21,22

390:8 396:1,2,5

400:8,19,21

401:24 412:8

425:8,16

439:22 476:8

476:10

by-product

433:11

B-I-L-L-A-R-...

32:24

C

C 2:1

calculate 176:24

365:23 402:12

439:20

calculated

175:17,20

184:16 268:13

353:8,9 364:6

367:1 375:17

444:24

calculating 440:7

calculation 51:12

59:9,12 353:23

354:2 356:10

356:23 357:11

359:5 365:21

366:6 403:6,23

424:17 427:7

449:13,14,18

450:2 461:16

469:3

calculations

58:19 264:17

264:18,19,21

264:23 265:22

362:4 430:5

449:22

calendar 191:23

427:19

California 74:1

247:13

call 9:10,11,16

10:6,23 66:18

78:11 79:1,12

107:21 126:2

233:3 234:19

235:21 237:3,6

318:7 334:2

340:14 349:8

353:16 380:6,6

384:11 465:9

472:9 480:18

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 129 of

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Page 7

called 199:21

244:24 322:20

482:9

calls 19:5,20

130:15,19

132:19 135:1,7

296:13 334:1

422:3 456:14

capacity 16:1,8

24:8 75:13

150:3 186:24

234:17 248:14

319:11

capital 68:10

101:11 113:14

115:2 205:14

206:9 257:19

258:10 303:21

303:22 305:16

335:11,12,15

379:21 412:24

413:9 432:19

432:24 433:6

435:14 436:1

436:19 439:1,6

439:7 445:4,6

450:20 458:23

459:2,11

461:23 462:16

462:19 463:18

466:17,24

467:1,19 468:1

471:4,12,14

474:10 477:18

479:12

car 39:20,23

204:19,20

205:2,3,9,17

card 378:2 384:1

387:14

care 239:4 260:4

463:6

career 320:20

careful 436:16

carefully 435:4

carried 392:24

393:5 481:4

carries 412:14

carry 480:3

carrying 474:8

carryover 480:8

case 3:10 8:8,12

9:4 65:20,21

67:18 94:7,15

94:16 130:24

145:16 175:15

176:2 177:8,10

207:3 213:2

216:12 239:7

246:13 271:16

276:8 280:6,15

280:24 283:21

304:9,13

426:23 440:14

cash 24:21,23

51:2 53:19 54:6

68:14 72:9

204:5 206:12

248:20 304:2

365:9 371:19

374:7 378:2

382:24 383:7

383:10,21,24

385:3,11 386:4

387:2,13 388:7

425:14,21

426:3,22 427:2

428:1,14 429:2

430:17 431:9

431:10 436:22

439:15,19

441:1 475:15

477:11,14

479:23

catastrophic

97:15

categorically

64:18 116:14

category 289:5

cause 123:3

CBSG 6:16 8:2

11:14,19,20

12:10,14 13:2,7

13:13,16 14:7

14:14,17,19,22

15:1,8,17 16:8

16:21 17:10,11

18:4,6 19:15

22:7,11,16

23:10,22 24:3

25:3,8 26:23

28:3 31:8 34:4

38:7 53:8 54:13

55:5 63:24

74:19 81:17

82:3,9 86:24

87:10,11 88:3

89:8 96:11

106:6,6,16,21

107:7 108:3,14

109:7,21 113:6

113:22 114:2

117:9,18

119:20 123:20

127:17,17

132:8 133:17

133:24 134:10

137:22 145:5

148:10,14,16

149:1,2 150:4

150:10 151:19

152:15 153:16

155:10 157:6

157:12,13

158:21 159:6

160:2,15,17,22

161:1,3,7,14

163:13,22

164:1,10,15,22

165:6 166:15

166:23 167:7

167:23 171:12

172:6 173:12

174:14,23

176:14 195:8

196:14 197:4

200:1,20

208:13 209:24

211:12,13

212:1 214:12

214:19 215:5,7

216:2 217:10

217:12 218:2

219:10 220:14

221:17 222:7

222:15,19

224:5,19 225:5

226:2,10 227:2

228:15 229:7

229:20 230:20

230:23 231:10

235:3 240:18

243:3,5,21

244:22 245:10

248:18,21,24

249:2,10,19

259:7 270:14

270:18 274:4

274:20 275:8

275:16,18

276:13 277:13

279:9 283:3,10

286:2 287:9

288:17 294:1

294:10,15

295:1,7,14

296:22 300:9

301:10,18

302:1,4,7,10

303:22 305:4

307:1,5,8 317:5

327:11 329:18

331:16 332:3

341:5,13 342:7

342:17,22

349:2 355:21

369:17 377:14

377:14 378:9

378:13 379:4

388:1 425:17

443:20 458:6

468:15 473:9

475:12,24

477:1 479:1

CBSG's 113:11

157:23 184:23

186:3 198:4

207:6,9 214:24

220:2,17 275:8

296:17 297:20

298:3,12 343:2

355:14 358:7

358:12

CBSG-created

274:8

CCR 484:13

cease 37:8 93:18

certain 335:8

351:23 381:10

381:12 413:10

certainly 6:10

172:10 425:15

CERTIFICATE

484:2

certification

147:14 148:18

149:9 484:20

Certified 1:19

484:14,15

certifies 147:18

CERTIFY 484:5

certifying 484:24

cetera 221:13

333:16

CFO 11:21 14:3

14:6,14,16,19

14:21 15:17

16:8,17 31:18

38:9 40:6 46:7

47:19 48:1 75:8

75:14,16,24

77:4,12 78:6

79:20 80:21

81:8,17 82:12

82:12,15 108:3

174:10 224:2

244:22 338:11

365:11 382:8

403:12 438:5

438:10 470:1

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 130 of

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Page 8

470:22

chain 308:1

chance 308:3

change 267:23

394:12,21

401:6,9

changed 402:6

changes 275:2

Chapter 91:4,6,7

91:7,11

characterization

314:24

characterized

266:17 271:2,3

characterizing

32:6

charge 110:7

185:18 209:11

258:22 260:10

270:5 335:7

charged 185:16

455:24 457:19

charging 394:2

434:2 456:1,1,2

457:11

check 198:13

378:2 383:24

387:13 413:19

checks 224:1

Chelsea 2:12

Chessler 230:8

230:15 231:18

231:22 232:2

chew 427:11

chief 82:13

337:13

circles 139:24

circuit 100:1

circumstance

92:8

cite 94:13

citing 362:8

City 22:10 154:1

154:6 343:1

Civil 1:4 150:20

claim 98:8,18,24

100:19,24

212:7 213:1

261:24

claiming 123:20

191:18 462:23

claims 30:1 32:1

351:22

clarify 62:19

85:3 116:4

202:2 208:16

256:23

clarifying 63:14

85:17

clarity 444:7

Clark 306:7

class 132:15

CLE 132:15

clean 400:17

439:21

clear 9:21 10:11

20:16 45:6

59:15 78:18

83:15 111:19

154:14 181:18

208:7 265:13

319:22 435:6

440:21 449:12

464:1 473:11

client 18:22 19:3

19:3 21:10 25:4

26:18 28:5

29:12 30:2,3,5

37:10 38:5

59:18 61:4,21

61:23 64:14

68:4,20 69:12

72:8 89:7,16,18

91:7 92:8 93:5

93:11,12 95:4

100:10 102:1

103:15,19

104:7 106:5

115:22 117:19

119:17 120:1

120:12,16,21

121:3,15,17

122:15,23

123:19,21

125:13 127:18

128:3,8,19

129:1 134:5

136:21 137:17

137:21 157:11

161:8 175:7

182:19 183:11

183:15 185:19

187:19 192:17

193:10 195:22

196:4,16,16

197:3,10 204:7

207:9 212:7,8

212:10 231:20

237:8 252:1

256:9 265:11

306:16 310:10

316:18 320:1

331:1 351:17

356:5,6 357:3

360:19 361:3

365:2,6,9 373:1

374:15 379:10

388:5 400:22

432:19,21

455:19 462:21

464:5 466:13

471:20 481:23

clients 37:15

60:19 62:12

65:12,18 66:3

67:14 79:16

87:4 95:19

103:9 105:15

105:22 115:8

121:10 128:14

128:18 165:5

183:3 312:20

320:19 330:18

371:20 374:6

390:1

client's 16:20

17:21 79:16

93:19 114:9

185:17 197:20

251:23 306:21

307:3 330:20

Clifton 198:23

199:2,6,12,13

199:18,21

343:10

clock 81:21 82:8

close 117:10

140:17 176:15

321:9 404:4

478:6

closed 6:16

248:24 280:22

closer 46:23

115:3 140:15

428:22

closing 248:20

249:1

CLR 484:13

CNBC 83:24

coaching 56:24

57:2 247:5

COJ 31:4 41:16

41:21,24 45:9

135:23 191:19

COJs 43:13

44:14 106:19

107:7 145:11

Cole 1:15 3:3,19

6:1 11:3 63:23

108:1 229:21

238:10 244:21

273:10 293:23

332:23 333:2,6

333:8,12,14,16

339:11

Cole's 339:24

Colin 233:6,7

collateral 57:19

259:21,23,24

380:17

collect 95:16,18

122:19 260:2

264:7 373:2

389:6 395:13

398:2 432:21

455:2 463:23

467:6,11

471:13 479:16

collected 90:15

97:24 256:12

380:18 421:23

434:11 442:11

445:5 467:13

468:2 469:12

472:15

collectible

407:24

collecting 103:18

256:10 440:19

442:2,7 453:4

collection 172:15

collections

105:23 121:13

130:1 160:21

171:11 193:24

collectively

377:24

collects 255:20

263:23

College 328:8,13

328:17

column 273:16

273:20 446:21

combine 472:4,7

come 24:12 59:15

67:5,14 72:9

74:21 79:5

99:14 105:15

105:24 107:19

107:21 175:11

176:15,15

216:16 237:11

256:17 260:9

260:12 263:14

275:16 284:9

304:12 305:18

332:14,15

345:11 348:4

356:14 382:20

386:18 388:13

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 131 of

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Page 9

388:22 389:13

391:3 402:13

402:15,21

430:8 437:7

440:18 441:2

452:7 457:7

462:17 469:1,9

480:10

comes 85:19 96:8

162:13 260:5

382:23 383:8

386:14 388:7

390:24 396:10

comfortable 51:3

112:24 236:7

coming 54:5

78:13 197:20

203:13 264:10

267:6 314:16

379:13,15

382:21 383:3

383:14,21

386:1,1,3,24

387:4,13 393:1

393:9 395:11

406:15,22

413:6 459:17

460:24 461:23

466:17 475:4,6

475:11,12,19

475:20,23

476:1 477:11

478:23

commentary

59:24 63:17,21

143:21 146:17

commercial

337:15

commission

283:11

commitment

474:3,6,9 479:5

committee 66:2,5

66:6 72:4

committing

44:24 271:8

common 28:14

86:17 180:10

195:8,13,14

278:21 342:8

386:18 451:12

452:10

commonly 86:17

Commonwealth

17:24 23:23

131:10 133:18

134:17 149:19

150:23 151:20

241:15

communicate

47:2 115:15

communicated

47:16 357:2

365:12

communicates

317:1

communicating

15:23 49:9

184:9 228:7

292:5

communication

37:22 130:16

130:21 184:13

291:19 312:20

319:24 349:9

communications

11:14,17,19

12:10 15:13

16:6,7 18:9,22

19:2,7,15 20:8

21:10 38:18

49:23 124:7,23

125:9 130:22

133:7 134:4

148:16 155:15

183:11 185:11

213:24 219:12

219:17 221:8

270:22 291:13

291:23 292:14

292:21 293:1,8

293:13 346:5

356:6 360:7

361:1 362:17

448:21 470:19

companies 75:9

75:15,23 76:2,5

76:9,14 77:4,11

78:4,16 79:20

80:21 81:9 82:6

82:9,16 156:19

309:1

company 46:10

48:7 61:1,5,16

61:19,22 62:1,5

68:11 74:3,8

77:16 84:1 86:6

90:16 96:22,24

97:3 108:22,24

109:2 123:18

158:6 161:18

165:10 174:11

185:12 200:1

216:1 225:8,18

225:19 240:23

243:15 257:7

258:9 309:12

309:20 314:10

314:20 315:22

316:22,24

319:12 335:5

335:13 337:15

338:24 340:1

351:21 362:18

375:20 383:9,9

387:1 390:16

390:20,22

425:4 433:16

435:17 436:20

441:11 451:11

463:13 474:12

478:16,19,24

479:13

company's 436:7

compare 27:23

139:11,21

356:13

compensated

15:6

compensation

290:8 305:16

competent

376:20

complaint 4:2

29:22 170:2

complete 1:8 4:2

58:5 77:13

111:3 124:17

135:14 149:17

150:6 152:7

153:10 168:16

169:5 210:13

242:21 285:10

286:17 337:14

339:22 466:2

480:5

completed

474:22 475:1

completing 57:11

complex 374:18

complexity 47:23

complicated

206:6 309:18

309:21,22

447:5 461:21

complies 226:18

227:8

comply 78:9

303:2

component

267:22

computer 74:1

464:19

concept 417:9

concern 123:9,11

concerned

289:17

concerning 219:5

220:1 240:17

concluded 483:8

conclusion 151:3

151:9 271:12

conclusions

272:2

concurred

350:23

concurrent 390:1

conduct 10:18

conducted

150:10 184:21

conferring

130:12

confessed 331:16

confession 25:2

26:6 31:9 41:5

106:7 136:20

137:14 150:24

170:2 173:12

443:22 444:10

445:8

confessions 28:2

confidential

274:5 275:17

275:19,24

276:4

confined 207:17

confirm 48:2

55:19 66:20

115:1 170:8

199:14 418:8

471:9

confirmation

48:16

confirmed 43:16

46:8 59:4

144:12 185:3

186:15 196:21

197:2 198:8,15

470:22

confirming

183:18 246:5

259:4 344:12

345:10 460:22

470:19 472:13

confirms 48:12

conflict 89:2

276:24

conflicts 245:15

247:19,22,24

confused 222:12

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346:21

conjunction

243:6

connection

268:23 386:11

consecutive 37:2

consider 121:10

192:19

consideration

377:15

considered

116:22 117:3,5

117:22 129:1,5

129:10 192:24

379:21

considering

50:22 87:3

259:20

consistent 350:13

430:24 431:2

481:17

consolidate 477:7

consolidation

432:12 433:20

444:17,21

consolidations

475:17

conspiracy

119:21 123:19

Constance 1:19

484:13

constitutes 92:5

construction

74:3 338:24

394:22

consultant

316:21 317:12

consulting

317:19

contact 217:12

219:22 285:4

290:20 336:15

contained 26:6

29:21 395:8

contempt 249:8

context 85:21

95:11,21

248:13 276:7

378:19

contextual 82:23

contingency

260:2 264:4

375:10

continue 37:24

103:17 216:22

244:5 246:14

325:19

Continued 74:7

continuing

169:18 192:17

contra 203:5,6,8

203:17 206:13

contract 69:15

262:23 279:14

346:9 372:2

373:17 377:19

378:12 381:18

381:20 388:11

388:21 390:7

390:21 392:7,8

392:17 393:7

393:10,14

394:10,11,15

396:1 402:5,8

403:16 413:14

446:21 458:4

458:10 462:4,5

462:6 464:14

482:3

contracts 48:20

52:16 54:9

374:5 376:4,9

390:15

contradict

247:12

control 221:17

484:23

controls 24:23

109:24

conversation

118:12 185:9

185:19 335:10

442:15

conversations

12:9 16:1 21:12

185:7 219:1

221:8,21 232:2

291:12 331:3

438:8

convey 210:1,2

310:12

conveying 120:15

conveys 66:2

228:24

convicted 163:3

convictions 163:6

163:9

copies 261:17

406:1

copy 264:18

338:13 443:3

443:19 445:13

451:10,13,20

483:1,5

copying 347:12

corner 264:10

corners 104:11

105:18 254:7

corporate 26:23

34:3,10,15,24

56:15 70:6

239:2 328:2

358:8,13,15

corporation

157:7

correct 8:3 12:13

12:17 13:13,14

13:17 14:3,6,9

14:10 16:2,9

17:12,20 18:7

21:23 22:7,8,19

23:12,15,20,24

24:1 25:4 27:2

27:2 29:6,8

33:10,11,13,14

38:11 41:17

42:12,24 43:18

45:1,9 49:21

50:9 51:13

54:12 55:3 63:6

66:12 67:2 68:8

70:3,9 82:13

87:14,21 89:10

99:6,18 106:10

106:17,21

107:5 109:22

117:11,16

121:7 134:10

134:13,17

137:8,15,19,22

144:19 150:7,8

157:14,15,19

157:24 158:3,6

158:13,21

159:3,8,11

160:20 167:8

167:15 168:2

169:12 175:3

191:4,10

192:21,23

200:3 221:9,17

222:10,23

223:22 224:13

225:15 229:14

234:10 247:14

248:3 250:11

251:9 253:4

263:20 265:14

266:21 267:6

268:9 269:23

270:10 278:19

283:12 284:23

286:12,21

287:2,7,10

288:17,19,21

294:1,6 297:10

297:13,23

298:8,15,18

304:5 306:7,13

312:14 313:22

314:11 315:15

329:20 336:5

337:2 338:17

342:5,24

343:19 344:1,4

344:14 348:13

349:4 350:14

363:24 370:1

370:13,15,16

370:22 374:23

385:16 386:19

386:20 396:20

404:20 406:10

407:16 408:5

409:7,14,17

410:22 412:7

414:17 421:6,7

422:5,23

423:10,19

425:7 430:1,14

433:19 437:16

437:21 438:20

443:19 445:8

446:18 451:5

451:13,20

454:1 457:21

463:3 465:13

468:6 473:10

474:1 480:21

480:22

corrected 297:5

correctly 109:14

236:18 352:17

475:3

correlate 459:12

461:3

correlation

460:11

correspond

419:13 459:6

correspondedly

362:6

corresponding

353:5

cost 86:10 101:11

175:22 177:3

203:3 204:1,2,2

204:6 206:8

209:2,9 267:21

costs 83:9 85:6

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101:7 175:6

208:1,23 209:6

counsel 2:5,10

132:3 133:16

133:23 134:10

176:24 177:1

282:19 306:6

306:10 348:21

349:1,2 364:17

count 236:17

332:8

counterclaim

123:20

couple 140:7

159:22 374:20

course 11:15

21:4 31:2 48:17

50:13 72:11

122:15 201:16

220:10 221:18

222:1 225:16

262:4 268:14

303:2 378:5

court 1:1,20 8:14

8:14 9:3,16,19

10:6,21 44:2

78:9,20 79:13

94:2 97:21

107:15 111:9

111:20 112:1

112:14,15,20

124:2 126:7

127:13 136:16

149:21 153:3

176:17 180:9

207:18 211:2

212:4,14,17,21

213:4,19,20

214:17 215:12

216:10 230:6

232:5,10,16,23

234:2,12,22,24

235:4 236:20

237:1 243:12

245:19 247:14

249:22 284:3

291:18 303:3

341:8 400:13

447:15 451:12

452:10 464:22

465:5 484:14

courts 152:16

cover 69:4 72:20

376:2 456:21

covered 205:4

227:3

covers 375:24

395:10

CPAs 81:13

crash 205:3

create 218:3

created 274:20

274:23 275:15

276:13,14,20

credit 66:1,4,6

72:4 307:2,3,6

307:9,15,16

378:2 383:24

387:13

Creditor 108:24

creditors 108:15

108:17 110:21

110:22 111:15

111:22 112:4

113:5,11,23

222:14

creditors/inves...

113:23 114:3

crime 163:3

270:4,12

criminal 119:21

163:6,9 301:6

301:12,20

302:2,8,8

criteria 452:23

cross 10:20 94:10

139:23 236:10

237:21

crux 406:20

crystal 45:6

cumulatively

409:16

current 46:17

48:16 51:2

129:18 183:19

244:22 357:1

442:4 468:8

470:23 471:10

currently 48:4

212:10 215:7

440:24

curve 379:12

custodian 227:22

customer 105:22

130:1 341:5

355:10 357:3

358:23 438:3

customers

377:23

customized

471:22

cut 103:12

119:10 140:9

191:8 404:12

470:12

cute 228:13

cut-and-paste

27:10 139:16

141:13 146:1

Cynthia 306:7

D

D 3:1,15 282:14

284:17 327:1,6

dailies 50:7

daily 46:17

102:18 190:3

190:18 221:9

221:22 223:21

223:24 245:15

246:4,5 262:14

344:3 346:11

352:21 355:16

366:20 369:23

370:18 371:11

371:13 384:12

386:17 402:22

426:6,9,11

429:19 440:11

441:14 442:11

446:10,21

449:19 453:8

453:11 458:4,6

459:6 460:2,14

461:3 462:5

463:1 465:22

466:1

damages 213:2

216:8 351:18

Dan 131:23

132:7

dark 310:15

date 1:18 7:20

30:17 35:20,23

36:2,4 41:16

42:5,12 48:21

48:24 137:2

171:18 173:12

174:23 176:5,6

190:23 191:14

192:8 429:10

431:19 462:4

dated 3:19,21 4:4

78:19 183:23

213:8 283:20

308:1 343:15

441:3,8,9 462:4

484:16

dates 36:5 114:11

191:12,13,23

196:16 458:24

day 24:12 50:3

81:17,20,22

82:3 84:1 93:14

104:23 155:4

155:19,22

185:2 207:6

208:20 216:20

217:3 219:4,6

219:23 221:14

240:17 255:19

259:1 265:9

289:22 353:4

354:18,19

355:17 359:11

359:23 360:4

362:5,5 367:1

370:19 382:16

382:20 384:4,8

384:11 385:24

385:24 386:14

388:4,16,19,20

389:14 426:14

429:24 431:11

437:19 440:2

441:15,18,21

442:11 447:8

447:11,20,24

448:14 450:6

453:14 455:24

456:15 457:12

457:20 458:6

days 104:23

257:9 260:11

263:22,24

264:3,6 265:24

370:10,11,14

397:7 427:14

427:16 455:2

day-to-day 24:20

108:8 216:1

373:21

deal 45:21,24

46:1,2 67:8,10

72:9 104:4

118:1,22,24

196:1 235:13

255:11 257:2

261:22 265:4

277:12 346:7

366:5 373:8

375:8,11,15

379:8 383:8

387:3 389:23

392:5,12 393:5

401:12 402:9

403:11 423:9

423:11 424:20

425:22 428:24

432:13 434:10

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435:13 436:22

439:22 446:17

446:20 452:19

456:23 458:22

461:11 462:9

462:13 463:5

463:17 466:8

471:8,16 479:4

479:19,20,21

dealer 295:19,22

299:12,20

300:8

dealing 108:13

deals 57:15

181:16 196:2

197:16 231:9

248:22 254:10

254:21,23

255:7 261:23

275:9 278:9

279:18 304:24

305:1 310:22

346:23 366:4

371:24 373:22

374:2,18,22

375:19 379:13

390:2 391:5,7

391:12 392:8

418:5,8 442:6,7

452:17 461:6

461:20 462:16

467:3 471:20

471:24 472:3,4

476:9 477:18

dealt 214:9

deal's 390:3

Dean 291:8,13

296:13,16

297:2,19 298:2

298:10

debating 127:3

481:19

debit 378:2 384:1

458:6

debits 30:13

debt 289:7,9,12

deceiving 252:18

December

194:19 343:24

350:7 368:12

408:19 429:14

429:16,18

430:12 431:5

431:18,20

441:4,9 447:7

453:20

decide 214:8

decided 68:22

117:19 265:8

416:1 461:7

470:9

decides 222:9

decision 31:14

32:2,11 33:18

33:22,24 35:1,4

35:11 66:10

130:7,9,9,10,11

224:23 225:10

225:21 226:3

240:21,23

354:16 358:21

359:15 362:14

376:20 448:23

decisions 81:15

130:23 158:21

222:6,15,18

224:18 225:4

225:13 241:2

declaration 3:11

243:11

declare 33:19

35:7,11

declared 35:14

declaring 34:6

declined 288:3

deemed 121:13

129:24

deep 463:20

default 33:19,19

34:6 35:7,11,14

35:16,20,24

36:6,8,8,9,13

36:16,19,22

37:11,12,20

40:19 43:8

68:20,24 90:19

90:23 91:13,23

92:1,3,5 113:24

114:3,17,19,20

115:6,7,19,22

116:5,9,11,22

117:4,6,13,15

117:22 118:4

119:3,23

120:21 121:4

121:14,23

122:4,9,17

123:22 127:19

128:1,4,9,15,20

129:1,2,6,11,17

129:23 135:22

169:17 170:6

181:13 192:19

192:20,24

260:3 298:12

428:21

defaulted 331:23

defaulting 69:20

161:4,19

defaults 44:17

128:22

defendant 147:19

169:17 171:1

Defendants 1:11

2:10

deferral 203:22

defined 104:16

181:13 205:13

299:2,4 305:15

378:1 383:23

defines 260:22

definitely 176:11

402:19 458:16

definition 86:2

115:6,7,13

175:9 403:16

degree 328:18

Delaware 157:6

157:7,8

deliberately

379:7

delivered 378:8

delta 83:8

demanded

106:21

demonstrate

430:2

demonstrates

361:22 397:24

dense 379:7

482:7,8,11

department

32:10 34:2 35:1

35:3 47:2,3

48:15 49:10

55:19 60:13,20

72:3 74:4 81:13

105:23 121:14

136:3,6,9,13

143:19 146:2

178:9,12

185:14 192:14

343:14 355:10

357:4 358:24

430:19,22

438:4 470:21

departments

47:1 49:11

225:11 366:14

depend 333:19

depending 99:9

390:21 401:13

428:23

depends 83:3

85:21 95:14,20

114:5,15

115:21 225:11

298:17 317:18

333:17 410:4

475:13

depict 323:9

deposit 196:15

426:21

deposition 1:14

5:2 31:24 63:20

72:16 80:2

126:5 145:17

235:2,3,21,22

238:2,5 282:2

339:11 352:2

483:8 484:7

describe 24:19

165:1 375:16

described 261:11

267:15,16

389:23

describes 266:2

describing

111:22 172:24

207:23 251:22

296:17 374:13

380:4 458:15

465:21 482:4

DESCRIPTION

3:8 4:1

designate 275:18

275:24

designated 274:4

designating

275:16

designee 34:4,10

34:15,24 57:5

239:2

desire 281:24

despite 245:11

detail 33:21

414:4 416:5

435:3 438:15

442:13 443:23

448:5 466:9

detailed 172:14

355:19 365:18

372:20 376:13

376:15 449:16

450:21 464:6

detailing 460:16

details 371:21

381:4 453:3

determination

129:22 185:18

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185:22

determine 35:15

363:10 427:1

436:9

determined

115:9 255:11

437:14

determines

420:11

determining

92:18

developed 418:12

461:24

differ 83:1

difference 46:24

84:2 108:18,19

260:22 426:12

differences 28:12

different 28:7

75:9 81:9,11

90:6 105:16

160:1 210:20

257:14 295:9

346:23 364:19

374:2 375:22

377:5 379:10

379:14 380:22

384:24 391:20

392:1 396:17

401:11 403:19

406:22 407:22

411:7 415:10

415:11,12

436:13 476:4

differently 392:5

diligence 20:10

diligent 184:5

DiPIETRO 1:4

15:13,24 16:7

18:8 19:16 37:2

39:4,23 40:3,9

42:9 43:23

45:17 48:11

55:23 66:22

78:17 194:2

201:22 325:18

DiPietro's 39:11

direct 11:14,17

11:18 12:9

15:12 16:6 18:9

56:21 221:7

227:10 232:1

284:16 460:11

484:23

directed 347:21

347:23,24

348:2

Direction 5:4

directly 130:22

247:12 306:15

306:22 310:23

317:10 330:19

341:7

director 12:14

14:11 16:16

165:4 287:5,15

320:15 321:2,8

321:12,14,15

325:4,23

326:19,24

327:11,13,19

327:24 334:23

335:5,7

directors 225:1,8

327:5

disagree 133:9

232:13 233:1

234:3,11

disagreeing

360:20

disagreement

186:15 234:20

391:16

disagrees 186:9

disbarred 131:18

135:5

disclose 288:3

301:11,18

302:1,5 327:1,5

disclosed 286:1,2

disclosing 283:1

327:21

disclosure 283:7

284:23 305:7

disclosures

302:11

discount 51:8

discounted

275:11

discovery 30:20

52:2 94:7

276:11 280:22

281:24 362:17

discuss 131:21

208:9 345:12

463:11

discussed 46:16

131:4 178:19

183:14 412:10

discussing 50:21

443:6

discussion 18:19

66:3 282:1

359:24 365:1

416:4 424:19

discussions 15:23

35:6 119:24

231:6 364:16

438:2

displayed 53:22

dispute 469:24

disputes 469:22

disputing 262:7

457:4

disregard 58:15

distinction 84:6

436:10

distracting 238:4

distributed

436:15

distributing

432:20

District 1:1,2

247:14

divide 197:17

427:22

document 60:8

60:12,14,16,24

61:15 64:13,21

65:2,4 138:8

144:4 146:5,13

179:2,18 180:8

180:17 192:1,5

238:11,15,18

258:23 273:11

273:13 274:3,9

274:23 275:15

275:17 276:5

276:10,12,13

280:23 281:4

281:16 283:19

320:8 325:1

333:17,20

342:1 344:21

345:24 348:18

361:9,16,21

362:20,22

364:2 379:16

417:5 452:7,14

465:18 466:5

466:12 468:20

468:24 469:2

documentation

184:12 358:22

documents 5:15

35:15 60:19,22

61:4,19,21,24

62:5,9,11,21

63:3,5,8,24

64:10 65:18

144:22 150:3

247:10 274:12

275:24 280:14

280:16 311:22

328:2 364:3

445:16 452:20

474:17

DocuSign 27:20

28:13,18 29:13

138:17

doing 6:9 15:15

15:16,18 44:24

54:3 59:12

93:18 168:17

220:10,21

346:17 360:12

391:4 393:4

430:16 456:22

466:13 472:8

476:15

dollar 50:5 52:7

255:18 376:4

387:2 395:24

469:11 478:16

dollars 47:15

68:3,7,17 85:6

85:8 93:13 96:6

202:10,15,23

204:5 205:9

209:14,20

212:9 249:17

320:19 401:23

428:18 457:3

468:19,22

469:13,14

470:4,11

domain 308:20

domesticate

171:13 173:5

domestication

170:23 171:7

172:5,19 173:4

173:7,9

door 204:5

doubt 98:4

324:11 361:12

dozen 57:14,15

319:2

drastic 355:23

draw 458:12

461:2

drop 154:18

Ds 282:18

due 20:10 30:11

68:24 216:3

duly 6:2 484:6

dumped 280:12

duration 155:7

durations 275:12

duties 24:19

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108:3

d/b/a 1:9

E

E 2:1,1 3:1,7 6:5

27:20

earlier 40:17

146:7 148:9

181:1 192:16

241:18 245:22

251:6 253:6

257:1 299:2,4

329:18 353:23

389:24 412:10

441:8,8 465:19

472:2

early 40:21 121:4

earned 328:18

earnings 84:2

386:6

easier 309:12,14

310:11 333:9

EASTERN 1:2

easy 404:9

406:24

eat 284:8

educate 19:14

educated 355:13

education 328:4

educational

73:23

effect 252:3

277:11 472:9

effective 189:22

190:19,20

191:14 240:22

effectively 109:1

189:21 205:16

206:10 243:21

eight 258:11,12

416:14 417:22

461:6

eighth 416:23

417:1

either 9:9 100:24

101:24 267:5

427:24 436:14

464:11,16

electronic 378:3

384:1 387:14

element 268:17

408:8

email 3:16,20,21

3:22 48:10,11

48:22 49:2,7,20

49:22 59:18

61:3,6,12,20

183:19 184:9

219:15,22

221:7 255:14

307:22 308:1,7

308:8,10,14,17

309:13 310:21

311:8 314:15

314:16 317:22

318:1,7 319:9

344:12,23

347:11 349:12

349:15,20,21

349:23 356:21

357:9 360:3,10

367:20 464:21

464:21 465:5

470:13 481:10

481:15,17

emails 20:1 47:18

49:9 221:12,12

246:4,7 308:20

311:6,13,16,19

318:15,20

319:5,13 360:6

employed 33:9

33:13 133:22

157:4 308:18

308:22 310:15

310:16 321:5

334:19,22

employee 12:12

12:14 13:10,12

13:16,24

157:23 159:10

160:12 162:18

233:8,12,20

335:9

employees 20:9

91:10 216:3

218:22

employment

217:17

ended 95:23

249:21,23

470:3

ends 118:7

434:10

engage 281:24

engaged 119:20

161:14

engineering 74:1

enter 161:7

222:10 389:19

476:24

entered 54:9 89:7

157:11

entire 17:20

98:13,19,24

101:17 119:3

137:10 157:10

183:21 438:1

462:15 464:2

476:13

entirely 458:17

entirety 374:1

entities 81:12

331:19

entitled 92:24

93:4 171:6

173:3 292:7,19

292:20

entity 20:4 21:17

22:2,3 48:4

74:18 110:4,5

148:14 150:11

150:17 152:4

153:13,20

155:17 157:4

159:18 164:3

164:19,24

169:4,6,8 243:6

244:2 248:23

249:3 282:9,11

283:9 285:19

286:13 304:21

310:23 311:3

321:4,9,18

327:17 329:13

336:1 337:8

342:21 374:19

375:11

entries 193:4

206:15

entry 193:15

206:18

equal 410:22

equals 467:17

equity 108:21

109:4

equivalent 52:11

84:10

erroneously

251:18

error 262:19

especially 115:16

183:19 187:13

261:21 467:3

ESQUIRE 2:2,7

estimate 175:22

370:3

estimated 175:6

370:19

et 221:13 333:16

Ethics 134:23

evacuate 96:6

evacuation 95:5

evade 153:24

evaluating

248:20

event 23:9

eventually 90:4

everybody

400:13

evidence 471:16

exact 44:1 82:19

178:22 255:4

337:1 407:10

411:4

exactly 103:6

139:12 141:24

142:24 145:13

263:11 292:6

323:12 380:3

388:6 399:5

443:14 460:17

460:23 471:17

482:3,5

examined 6:3

example 84:21

95:23 96:2

100:7 203:11

205:8 207:7

381:24 412:9

426:15 428:17

430:2

exceed 207:10

208:23 209:2,6

Exceptions 288:9

excess 175:24

176:1 270:5

exchange 109:3

263:18

Exclusions 288:9

exclusive 156:20

exclusively 304:6

excused 483:7

executed 362:16

executive 287:5

287:14 325:23

326:19

exempt 288:12

288:17

exhibit 3:9,13,14

3:15,16,17,19

3:20,21,22 4:2

4:4 136:17

166:2 168:12

177:18,22,24

179:12,15

180:5 182:2

238:9 250:14

250:18,21

272:17,19,21

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272:24 279:23

279:24 307:19

320:6 336:8

341:23 344:19

345:19,21

348:15 367:16

368:2,16 443:1

446:1,8,9

455:19

exist 330:8 452:9

464:17

existing 392:6,19

393:9 394:19

412:11,14,23

413:3 432:22

433:21,22

435:10,11

439:8,9 440:15

441:24 445:2

471:3,5 472:10

473:6

exists 456:5

464:16

expand 394:8

expanded 394:17

expanding 474:5

expansion 435:14

479:4

expect 204:22

260:11 376:19

388:19 474:24

expected 90:3

102:19 254:24

376:14

expecting 461:15

expense 202:5,7

203:3 204:1

205:13,13,19

209:13,21,22

expenses 83:10

83:17,22 85:13

86:11 186:6

experience 75:21

experiences

97:15

expert 27:23

139:11 207:3

experts 206:1

explain 108:2

204:14,16

261:7 297:11

371:16 392:10

398:1 400:5

401:4 402:24

425:23 441:20

explained 169:8

257:21 326:22

327:15 329:12

377:6 478:11

explaining 83:20

372:7 379:7

390:13 399:6

430:7 439:16

462:13

explains 437:24

exposure 68:21

69:4 115:2

204:24 432:18

433:6 434:8

436:18 466:23

466:24 467:2

467:12,19

468:8,18

extend 104:4

extending 435:22

440:17 442:8

extent 19:5,19

34:17 132:19

135:1,7 175:15

extinguishes

479:20

extra 434:3

eyes 251:16

252:18

F

fabricate 195:8

fabricated

195:17

face 54:10,10

103:4 104:10

104:21

facilitate 81:14

104:6 155:15

379:21

facilitates 148:15

fact 96:14 106:16

112:11 235:7

245:11 344:11

470:24

factor 87:3 101:9

183:4 253:8,15

253:18,20,22

253:24 254:2,8

254:19,24

255:4,10,12,15

258:4,8,13

263:12 264:12

269:19 273:17

273:18,23

275:2,8,10

277:1,2,10,19

279:5 348:10

355:5 373:2

394:3 418:6

419:1 468:23

factored 255:24

442:9

factoring 3:13

38:2 51:5 53:18

54:3,17,21

64:24 68:12

69:14 87:7 88:4

89:1 98:14

115:8 116:6

118:6 119:4,12

124:20 160:3,7

161:5,19

177:19 178:4

205:22 210:15

220:1,3,4,6,12

220:13,19,22

221:2 240:18

244:13 251:22

252:24 253:3

256:6,11,14

257:17,20

258:1 259:10

260:6,22

261:13,14,18

262:3 267:10

268:12,23

269:6 278:23

296:18 297:11

302:22 303:8

329:19 330:17

331:13 337:15

369:4 374:16

379:19 380:7

389:4,19 390:1

392:2,22,23

394:13,19,20

395:21 396:15

399:7 401:16

406:1,13 409:8

413:23 420:12

432:17 434:24

435:16 439:9

443:4 445:3

472:11 473:2,3

Factory 329:22

330:4

facts 29:21

factually 457:21

463:4

faded 119:7

failing 302:11

462:14

failure 45:7,12

fairly 366:9

faith 229:10,13

275:18 339:21

370:3

fake 332:20

fall 102:8 289:4

falls 124:9

false 27:1 61:22

149:8,16

165:19,22

167:8,12,15

169:1 180:10

245:18 246:10

265:14 274:11

277:23,24

278:5 279:3

285:15 296:20

296:21 299:14

315:5,6,16

316:15 390:18

falsification

142:9 179:7

falsifications

142:15

familiar 282:13

290:16 291:8

369:5

family 109:9,11

109:20,24

far 338:10 410:7

440:6 447:4

470:3

Farm 329:22

330:4

Fast 1:9 77:20,22

425:6 441:6

fat 478:20

Fazio 160:14

162:12,17,23

163:1,2,6

feasible 48:7 51:1

59:12 65:10

67:15 72:10

103:11 426:4

428:19,23

457:8

February 9:5

70:7,16 71:7

79:18 80:22,23

114:11 129:20

129:22 151:18

155:2 156:7

157:12 162:4

298:20 301:17

306:13 370:17

375:5

federal 63:20

288:8

fee 170:24 171:7

171:19 172:1,5

172:19 173:4,5

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173:7,7,9

174:15 182:14

182:17,18,24

183:1,6,9,13

184:9 185:5,16

186:4,18,19

187:20 206:20

209:12,13

252:5 264:5

266:4,6 267:14

305:14,15,20

348:9 412:20

feed 329:4,10

feel 10:23 77:2

280:17 402:17

426:3

fees 170:22

172:11,15,18

173:6,14,17,19

173:21 174:24

176:5,11,16

184:6,14

186:20 187:1

267:10 401:16

412:22

feet 156:23

felony 271:9

Ferman 282:7,8

Fifth 429:16

fight 215:16

figure 207:14

403:3 454:16

472:2

figures 122:9

file 10:9 25:23

26:12,16 31:8

59:3,8 90:5,7

91:11 106:7

123:20 137:11

144:13 150:24

264:22 282:3

357:10 370:22

382:2 390:6

395:9 396:9,11

396:14 405:6

405:23 413:20

414:5 424:5,11

424:14 452:21

filed 3:10 25:3

27:1 28:3,20

41:4,16 42:1

107:8 119:1,18

135:23 136:21

137:6 141:20

145:5 180:9

181:3 192:6

194:2 243:11

246:9 262:7

300:7 306:6

443:18 451:11

452:11

files 91:7 106:19

filing 10:16 31:4

42:5,12 43:9

90:18 92:4

136:24 144:4

168:23 170:1

174:1,23

190:24 191:20

238:21,24

239:11 240:7

245:24 286:5,7

288:22 294:10

filled 282:18

final 47:10

finance 85:19

108:11 182:14

182:17,24

183:9,13 184:9

185:16 186:4

186:18,19

206:20 258:9

financed 101:12

440:16 459:4

financial 17:6

20:3 73:10,15

75:12 82:13

108:5 120:4

121:8,8 122:10

122:13 123:14

130:4 199:11

199:24 200:5,8

226:13,15

227:18,21

228:19 229:11

230:2 277:20

278:2,18 279:7

279:15 283:2

283:11 284:21

289:21 290:9

290:17,21

292:12 293:14

293:23 294:9

294:14,23

295:14,18

296:9 306:3

337:13 343:11

354:24 474:15

financially

129:16

financials 25:10

115:9,18 116:6

116:13 118:8

120:3 122:7

198:18 215:23

266:8 313:13

365:10

financing 380:4

382:13 406:23

412:13 478:13

478:22

find 41:12 145:12

186:23 187:2

193:7 197:19

221:12,20

255:14 264:17

268:5 277:6

322:16 324:17

328:8,17

336:24 357:18

360:2 373:9

396:8 397:10

397:13 405:6

405:15,21

406:8 428:21

434:20,23

437:2 445:11

445:19,23

451:7 455:10

455:16,17

finder's 305:14

305:15

finding 59:11

fine 79:6 113:9

144:13 151:12

166:7 204:15

233:2 351:5

358:12 482:12

finger 404:12

finishing 478:3

firm 23:4 199:20

first 6:2 16:21

26:1 30:17

35:21 41:16

42:5 58:16

65:14 129:4

137:14 188:16

191:19 217:10

217:11 218:10

220:22 285:1

315:4 334:14

334:16 344:18

351:3 369:7

375:1 377:1,4

378:11 389:14

395:2 423:6

475:5,7,9,10,12

475:20 476:19

479:6 480:15

480:20

fit 471:22

five 203:13

236:16 239:23

240:15 352:6

353:8 428:8

445:21 467:6

five-minute

367:23

fixed 101:9

102:22,23

103:2 104:12

183:6 253:7,10

264:5 266:5

267:21 344:8

344:13 345:11

346:12 390:17

390:20 401:5

402:3,4 403:5

413:21 415:16

424:17 466:18

flat 461:16

flat-out 312:23

Fleetwood 207:4

flexibility 408:1

flexible 37:14

flip 443:15

flipped 293:4

floor 2:8 156:13

Florida 149:4

154:10,12

155:20 156:6

157:14 158:3

158:24 159:2,6

159:6,7,11,14

219:14,18

222:3 223:2,6

241:11,19,21

242:7 270:2,5,7

270:15,19,23

271:9 286:6,8

325:24 337:22

flow 24:23 51:2

54:7 72:9

365:10 371:19

374:7 382:24

383:7,10,22

385:3,11 386:5

425:14,21

426:3,22 427:2

429:2 431:9,10

439:19 477:11

477:15

flows 53:19

428:14 439:15

441:1 475:15

flow-related

304:3

focus 415:21

follow 39:23 46:3

232:23

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 139 of

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followed 39:20

following 11:4,6

76:24 80:15

120:3 203:2

388:20 418:19

follows 6:3 59:10

follow-up 249:22

footage 321:23

325:14

Forbes 322:20,22

323:1,8,20

Forbes's 323:19

Forbes.com

322:13,15

forced 93:19

forcing 258:22

foregoing 484:20

forget 156:11

282:12

form 3:15 13:19

57:20 122:2

132:22 282:14

282:18 283:8

284:17 286:5,7

289:15 305:7

306:6 327:1,6

378:3 384:2

423:4 473:19

formally 245:11

formula 184:19

184:20 187:7,9

429:20

forte 445:15

forth 79:23 223:4

231:12 470:20

forward 48:8

forwarded 39:4

found 464:3

founded 217:23

218:2,4,5

242:20 244:10

founder 243:3,18

four 36:21 37:2,7

37:20,21 40:18

41:2,12 42:10

42:23 43:17

45:7 53:4,4

104:11 105:18

115:23 126:1

127:11 181:4

181:14 189:24

190:1 191:3,10

191:16,18

254:7 401:11

407:22 408:16

408:18,20

426:2 428:8

FOX 2:7

fragment 263:1

fraudulent

149:20 193:15

free 10:5,23 15:4

276:15 280:17

frequent 218:24

frequently 367:6

fresh 393:7

front 167:24

168:6 239:19

245:23 297:3

297:13,16,24

355:3 367:12

380:1 448:10

453:7

froze 331:17

fruition 98:21

FSB 160:12

FSP 133:22

348:22

full 6:18,20 7:2,7

7:13,16 8:2 9:1

9:1,6 11:9 12:6

12:11,15,24

13:8,11 14:3

15:8,10,16,18

15:20 16:1,15

20:8 21:22 22:1

24:8 33:9,13

75:17 77:18

81:10 99:16

101:1 146:13

148:20 150:4

153:21 160:19

160:23,24

162:1,18 163:1

163:14,22

189:16 199:18

224:8,9 233:8

245:8 309:6

333:21 337:7

338:11 345:7

348:24 481:13

fully 262:2

319:23

function 14:11

146:4 178:7

321:10,16

327:16

fund 167:4

202:14 222:15

226:2 230:15

230:18 244:2

278:9 304:1,5,8

306:20 307:3

384:8 406:13

459:22 467:5

467:10 476:11

funded 98:1

306:17 380:17

433:3 461:2

467:20 469:9

469:16

funding 1:9,9

24:22 52:15

57:17 67:16

77:20,22

206:13 231:5

253:21 254:14

303:14 308:17

308:18,19,22

310:16 311:2

314:4,15,17,19

317:9,11,17,22

317:24,24

318:3,7,11,13

318:15,20,22

319:5,9,13,17

319:19 320:2

320:15 321:3,8

321:11,14,16

325:5,22

326:10 327:20

328:1 329:6,8

329:15 330:4

330:13,24

332:20 334:20

334:22,23

335:3,13,21

336:3 337:4

340:5 341:14

345:3 372:3

378:20 379:9

406:2 425:6

427:2 432:14

434:8 441:7

445:2 447:5

449:17 450:3

450:18,22

464:7,9 465:21

466:3,13

467:23 471:1

474:7 477:13

477:16 481:23

Funding's 329:22

funds 249:21

255:23 257:11

303:24 304:5,7

304:12 306:20

313:21 314:1

377:16 385:6

389:13 458:21

473:12 481:22

further 44:24

78:4 204:14

213:15 256:23

470:8

future 54:22 89:8

89:11,20 92:22

92:23 98:20

130:5 377:2,18

379:4 383:18

387:11,17,19

388:1,17,18

395:7 433:15

435:7 436:3

473:13 477:19

479:10,14

481:3,5

G

GAAP 82:20

83:2,16 85:23

86:4 115:17

201:8

gains 208:2

general 49:11

132:3 133:16

134:9 176:11

176:13 201:2

220:9 227:16

303:21 306:9

436:6

generally 66:1

83:5,21 87:2

125:5 200:4

201:1 214:21

226:18 293:14

294:24 295:2,4

295:6 333:18

generate 56:12

58:11 89:19

103:17 474:13

generated 73:4

86:7 89:12

192:13 276:12

320:18 429:2

473:12

generates 55:24

136:13

generating 53:11

66:22 135:21

136:12 436:4

476:7

getting 90:13

97:11 235:5

272:7 335:4

383:13 398:13

401:3,20

402:17 403:4

412:16 413:5

435:20 436:22

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 140 of

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464:12 473:15

473:17 476:9

477:23 478:9

478:15 479:23

give 35:23 36:4

51:3 73:22

76:13 77:16

114:10 138:8

202:15 205:1

208:8 209:10

271:12 330:16

331:1 426:15

428:13,16

445:21 471:11

given 27:4 47:23

51:4 68:20

204:21 401:17

403:7 407:23

447:5 484:9

gives 293:14

395:12

give-or-take

405:7

giving 63:17

95:10 202:8,9

202:13,23

204:1,4,9

232:21 260:13

263:17 407:24

433:5

glad 146:14,19

global 235:20

go 18:16,17,18,19

30:18 34:22

89:14 90:8,24

93:19 95:10

99:4 100:12

103:13 111:1

128:15 133:12

138:20 140:4,6

140:17 141:1

143:15 144:24

145:11 146:12

146:21 154:19

166:5 167:20

167:21 168:11

168:13 169:13

177:13,14,15

178:15 179:13

179:16,17,22

179:22,24

180:21 182:11

183:20 188:18

188:24 189:5

189:13 208:15

216:16 217:9

226:21 236:4

240:4 244:6

249:5 250:2

251:3 264:11

264:22 265:1

273:8 276:5,5

279:23 280:9

288:7 290:11

291:6 294:14

307:24 311:3

322:15 324:21

325:20 328:3

328:24 331:6

333:23 336:23

340:15 345:20

345:21 356:10

356:11 357:17

360:3 368:5,8,9

368:14 370:24

372:18 396:7

396:22 403:2

403:10 405:5

409:10 410:18

411:11,19

412:2 414:10

414:23 415:5

416:8,10,12

417:4 419:9,17

420:4,14 421:4

421:9,18 423:1

423:15,21

424:4,11 425:1

425:24 427:9

431:14 435:3

442:3 447:16

447:17 470:9

480:14,15

God 271:19

goes 84:5 135:22

139:24 162:22

216:7 253:9

308:15 315:12

401:13 423:4

437:1 460:10

going 8:4 10:9

28:11 29:5

33:17 41:11,12

44:16,18 48:8

59:3 63:1 66:20

66:20 68:20

70:8 78:14

80:18 94:20

113:4,7 115:17

117:20 122:19

127:15 131:3

143:5 144:17

144:18 145:7

150:15 176:1

179:19 180:1

186:23 187:2

189:17 194:20

197:15,19

203:20 205:21

206:1,12 209:4

209:11,18,22

213:15 216:19

222:14 237:5

244:1,7 246:6,8

246:18 247:2

247:11 255:3

255:17 256:17

279:21 280:20

285:21 319:16

322:16,21

323:8 328:8,17

340:15 351:18

351:24 357:18

360:2 367:19

368:3 373:9

379:13,14

382:3 384:9

389:11,12,12

389:13 390:2

396:7,9,13,16

397:10,13

398:5,7 399:2,3

399:5,15,16

403:5 405:14

405:20 406:7,8

407:4,11,13,14

408:1,12 409:4

410:1 411:15

413:7 415:17

416:3,22 417:4

424:21 428:4,6

428:13 434:19

434:23 436:14

439:20 441:2

442:14 449:9,9

451:6 460:21

462:17 465:9

471:7,11,12

475:3 479:14

481:24

good 6:8 30:6,8

36:10 38:1,21

77:24 79:7

80:13 90:7

139:22 146:19

179:23 180:3

229:10,13

236:5 251:14

265:11 275:18

281:11 298:22

314:6 339:21

347:7 352:3

370:3 391:3

398:4 426:2

429:4 433:1

434:18 453:10

470:7 479:15

482:23

goods 83:9 86:10

gotten 235:10

254:22

government 94:5

governor 96:5

grand 205:2

479:7

grantor 110:1

158:14

granular 108:8

225:12

great 101:21

217:4 234:5

358:12 384:9

471:20

greater 401:8

gross 83:5 84:12

84:16 86:5

ground 449:7

grounds 96:13

group 1:8 4:3

74:14 77:14

124:18 149:17

153:11 168:17

169:6 230:11

242:21 285:11

286:18 337:14

339:23 408:23

Group's 150:7

grow 390:21

grown 331:12

guarantee 99:19

99:22 102:10

guarantor 99:5

99:13 101:1

guess 51:16 76:4

114:15 205:24

205:24 216:24

482:11

guidance 201:8

206:4 330:16

422:12

guided 78:20

265:4

guideline 439:19

guidelines 130:4

guy 98:1 297:8

321:19,22

322:10

guys 84:13

122:19,21

208:2 218:3

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220:5 284:7

310:22 368:16

400:14 459:21

480:12

gyrations 212:16

H

H 3:7 177:18,22

178:1,2 179:15

180:5

half 82:1,2

140:10 428:13

hand 19:16,17

27:11,19 39:5

87:11 479:23

handed 38:23

handle 389:24

handled 31:21

244:14

handles 24:21

hands 91:11

handwriting

27:23 139:10

haphazardly

261:9

happen 47:6

154:16 300:23

happened 47:7

55:14 58:1

129:21 198:16

338:15 375:21

454:24 466:18

happening

120:10

happens 89:11

100:23 154:10

154:13,15

310:24 372:2

453:3

happy 126:9

272:9,10

harassing 339:12

340:2

hard 394:24

Hartley 65:7,9,9

65:22,24 146:5

348:20,21

349:16 350:16

354:4 355:1

451:19

Hartley's 349:22

hate 445:10

Haverford

242:12

head 47:14 136:8

178:12 293:5

362:11

heading 457:16

458:1

health 215:24

healthy 103:17

376:10 383:9

478:17

hear 143:21

146:16 195:2,2

195:3 259:12

320:5

heard 39:15

111:18 127:10

133:4 146:6

226:12

held 1:16 13:15

38:20 48:4

235:22

help 48:6

helps 432:21

Heskin 2:2 3:5

6:7 8:9,16,21

9:12,18,23 10:3

10:8,14,24 11:2

13:22 16:18

17:3,15 18:5

19:12 20:5

22:15 23:1,19

25:16 26:13

27:7,14,21

28:15,23 29:10

31:13,17 32:13

34:21 37:17

39:16 40:24

41:8 42:15,21

43:10,24 44:8

44:22 45:4,15

45:23 46:12

51:15 52:9,17

53:23 54:19

55:1,21 56:23

57:23 58:21

60:1,6 61:11

62:6,23 63:13

63:22 64:5 67:1

68:13 69:5,16

70:1 71:24

76:19,22,23

77:9 78:2,8,22

79:4,9,14 80:4

80:11,14 81:6

83:23 85:2,4

89:4,17,24

90:17 91:5,16

91:21,22 92:21

93:10 94:20

95:1,2,24 96:23

98:6,17 99:3,12

99:23 100:14

100:18,22

101:20 102:13

102:20 104:20

105:3,8,13

106:3,15 107:1

107:12,17,24

110:11,14,15

111:5,10,11,14

111:21 112:2,9

112:15,21

113:2 114:16

116:2 117:2

118:23 119:9

119:15 120:24

123:8,16 124:3

124:12 125:3

125:12,19,22

126:11,15,21

127:2,7,14

128:6,23 129:8

130:18 131:2,7

131:17 132:5

133:1,9,11

134:2,12,20

135:3,11 136:4

136:16,18

138:1,4,20,24

139:19 140:6

140:11,14,18

140:23 141:5

141:16 143:17

143:23 144:24

145:2,18,22

146:12,18,21

146:23 147:1,3

147:23 148:4

149:15 150:5

151:5,13 152:5

152:14,20,24

153:1,22 154:3

157:17,22

158:11 159:20

162:5,11

163:18 164:13

164:18 165:13

166:4,8,10,19

167:11,19

168:11,14

169:13,15,20

169:23 171:17

172:8 173:1,18

174:20 175:2

177:7,13,16

178:15,17

179:11,21

180:4,21,23

181:8,24 182:5

182:11,13

186:1,12 187:6

188:4,9,18,20

188:24 189:2,5

189:7,13,15

191:9 193:2,20

194:8,24 195:4

195:12 196:19

197:8,18 199:1

200:24 201:4,9

202:3 207:13

207:21 208:17

210:7,11,23

211:10,19,24

212:5,24

213:10,17

214:3,11,18,23

215:4,10,19,20

216:7,14,20

217:2,5,8

223:17 224:22

226:1,20 227:5

227:23 228:3

228:12,17,23

229:4,9,24

230:7,13

231:17 232:6

232:12,18,24

233:5,22 234:3

234:14,21,24

235:9,13,24

236:3,13,22

237:10,16,24

238:6,12 239:3

239:8,10,16

240:1,5 244:6,9

245:21 246:15

246:21,23

247:4,9,16

248:10 249:4,6

249:13 250:2,4

250:13,19,24

251:2,5,11,15

257:13 259:6

259:14 262:12

264:15 265:18

266:24 269:4

269:10,24

270:11 271:7

271:14,20

272:7,11,16,20

273:1,5,9

274:18 275:22

276:3 278:12

279:1,13,22

280:7,11,17

281:2,7,11,15

281:21 282:5

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Page 20

283:15,23

284:2,15 288:7

288:11 289:6

290:3,24 291:5

291:16 292:1

292:10,18

293:3,10,18,22

294:21 295:2,5

295:11 296:7

299:10,13,18

299:24 300:3,5

300:18 301:4,9

301:15,23

302:14,19

303:4,10,11

304:18 307:18

307:20 308:6

310:13 311:4

313:5 315:9,18

316:3 319:1

320:5,7 322:11

323:6 324:15

324:21,23

325:20,21

327:8 328:24

329:2 332:1,12

332:17 336:7,9

339:4,8,13,18

340:3,10,19

341:1,10,11,22

341:24 343:7

344:16,20

345:18,22

347:18 348:14

348:16 349:10

350:4 351:12

352:3,4 353:18

353:21 355:11

356:2 358:18

361:14 363:5

363:17,22

364:11,20

365:4 367:17

367:22 368:2,5

368:21,23

369:9,12,22

370:7,24 371:2

371:7,9 373:15

374:10 378:10

383:2,12

384:16,22

385:13,19

387:15 396:23

397:2 398:22

399:1 400:16

404:14,16

405:10,11,18

405:19 406:4,6

406:18 407:3,7

407:9,18,19

409:1,2,10,12

409:19,20

410:13,14,17

410:19 411:1,3

411:11,13,19

411:21 412:2,4

414:10,12

415:5,7 416:8

416:18,24

417:7,21,24

419:9,11,17,19

420:3,6,14,16

420:21,23

421:3,5,8,10,17

422:1,15,19

423:1,7,15,17

423:21,24

425:1,5 429:11

429:15 431:14

431:16 439:2

442:16,24

443:2 444:13

444:20 445:12

445:17 446:1,5

446:6 447:14

447:18 449:11

454:8,15,21,22

457:23 458:3

465:11,14,16

473:22 478:6,7

480:16 481:8

481:11 482:13

483:4

heskins@white...

2:5

Hey 55:9 384:7

455:22 471:9

high 51:24

higher 408:12

highlight 147:24

396:24 398:23

417:3 457:24

highly 324:11

hire 27:22

hired 217:12

244:21

historic 428:20

histories 469:8

history 20:3 52:1

135:21 146:10

177:19 178:4

183:21 186:6

195:17 301:6

301:12,20

302:2,8 446:13

hit 93:15 95:4

HMC 1:4 3:19

4:3 11:10,13

33:19 34:7 41:2

45:6 55:24

56:12 66:23

67:19 71:19

87:1,12 88:3

116:9,11 117:9

118:3,17

129:23 147:19

161:11 183:8

185:5 201:22

231:20 275:9

312:2 339:22

378:12 407:2

458:21 466:3

468:16

HMC's 25:10

56:22 70:12,15

70:18,21,24

71:3,6,9,12,15

359:17 361:22

369:18 370:18

372:13 446:9

HMS 19:16

hold 68:6 92:12

233:18 238:22

272:22 279:23

311:16,19,22

312:1,9 367:18

436:24

holdback 399:19

440:8

Holdings 230:8

230:15 231:18

231:22 232:2

304:20

holds 165:9

home 6:13

hook 479:9

horizons 389:7

hour 177:2

416:23 417:1

hours 24:11

81:16,20,21

82:2 155:18

house 39:11

99:15 223:7

242:16 259:23

huh 141:17

142:24 305:23

419:23

hundred 249:16

hundreds 28:1

29:3 43:13

44:13 190:12

190:14

hung 413:21

415:15 422:11

424:16 461:14

hurricane 95:5

96:5,8,9

husband 248:19

hypothetical

91:15,19 96:15

117:23 362:9

376:12

hypothetically

96:17 394:10

hypotheticals

95:9

I

idea 83:6 316:14

340:7 416:16

434:7

identical 139:12

142:1 145:7

179:2 409:5

identified 33:2

34:14 128:3

260:7 299:10

327:9 380:11

381:13,14,15

381:23 404:21

409:7 425:12

identifies 284:20

381:21 391:1

identify 34:5,11

77:3,6,11 80:20

286:10 359:8

372:18 424:18

425:19

identifying 423:5

imagine 324:15

immediately

168:4

impeach 340:18

impeachment

340:4

impetus 254:11

important

424:12

impossible 142:4

145:8

improper 94:7

94:17

inaccurate 274:2

279:5 463:4

inappropriate

126:4

incepted 220:23

inception 245:9

include 124:23

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291:22 293:8

306:2 338:11

included 187:14

262:24 466:14

including 28:4

75:13,13

144:10 203:21

262:20 391:22

468:23

income 71:3,6,9

71:12,15 72:22

73:2,3 82:18

83:1,4,10,11,13

83:16,21 84:3,4

84:17 85:10,20

86:9,12,13,23

87:2,13,21 88:2

123:5 154:6

159:3 203:8,15

204:23 206:20

208:10 209:8

241:17 268:18

352:13,19,23

353:5 354:11

354:13 355:2,4

355:19,24

356:12 359:17

361:22 362:1,6

363:11,15

386:7 437:15

439:11 440:11

440:13 444:23

444:23 447:1

448:12 450:5

450:10,13,13

450:24 453:12

453:15 454:3

459:6,8 462:7

468:23 469:15

incompetent

323:2

incongruent

352:9

inconsistent

269:6 346:2

379:24

incorporated 1:4

4:3 157:8

incorrect 16:13

162:17 167:18

256:20 278:15

278:16 286:19

337:24 372:22

394:1 432:9

456:8 473:21

incorrectly 422:3

422:21

increase 347:15

350:19 352:12

352:19 353:5

353:12,24

354:12,17

355:2,23

357:12 358:14

359:10 360:4

361:4,11,17

365:16,23

413:12 433:6

448:24 449:3

450:5,9,15

451:3 452:16

453:24 455:7

459:1,7,13

460:3,8,15

461:3

increased 347:22

352:22 353:3

354:18 355:4

358:24 359:18

359:22 360:12

361:22 362:1,6

363:11,15,21

366:7,17,19,20

448:11 450:15

454:3 466:9

increases 352:12

455:3 461:8

462:18

increasing 348:5

355:15 464:2

466:20

incur 177:4

incurred 171:20

171:20 172:1,5

172:13 173:16

174:16,24

175:5 176:4,11

177:3

independent

260:1

INDEX 5:2

Indirectly 306:23

individual

234:16 254:12

258:4 379:8

380:7 390:3

399:7 406:1

409:8 416:16

421:22 429:2

436:5 450:2

individually 1:5

379:20 381:22

402:10 403:9

406:23 428:24

individuals

155:17 254:16

351:23

industrious

374:3

inferring 388:12

inflows 428:2

inform 127:18

information 26:6

26:20 81:14

111:12 120:16

124:17 126:16

210:8,13 228:7

228:24 285:4

292:5 293:24

294:5 317:6

336:18 337:1

338:19 340:16

343:12,18

353:24 354:1,4

354:7 355:1,9

355:20,22

356:5,16 357:2

359:3,7,14

360:5,8,19,23

360:24 361:2,8

448:22 449:2

449:10

informed 29:17

128:8

ink 138:12,14,16

139:1 141:24

145:12 250:8

inside 311:1

362:10

insolvent 210:3

211:14

installment

102:18 104:19

376:13 418:11

installments

103:7 104:17

370:13 403:20

467:6,17

instruct 8:5

10:14 76:17

125:20 214:9

236:4 281:7

instructed 65:23

347:15 461:10

instructing 8:10

8:22 76:20 78:3

78:7 80:9,12

107:13 110:12

112:22 127:8

152:21 213:18

215:11 232:10

283:24 339:19

339:20

instruction 8:20

11:5 79:3

112:24 113:1

125:11 127:6

127:11 133:4

208:7,8 211:9

211:17,23

212:4 228:22

229:3,17

232:22 292:9

292:17 312:9

instrument

289:10

insult 324:13

insulting 351:19

insurance 205:4

intended 88:24

263:12

intension 312:19

intent 37:24

261:12

intention 406:12

intentional 309:3

309:5 312:22

intentionally

310:5

interchangeably

85:20

interest 83:12

86:14 88:8,10

88:17,20

101:16 102:11

113:20 161:11

169:18 231:5

251:9,17,19

252:2,4,15,20

254:18 261:8

265:24 266:5,9

266:18,22

267:1,8,18,22

268:2 270:6,6

277:15 278:3

278:10,14,15

278:16 279:6

296:19 298:4

313:10 422:4

interested 23:7

interesting 6:10

311:5 326:3,6

406:10

interest-bearing

88:13

internal 200:10

365:9,10

internally 469:4

interpret 143:13

interpretation

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234:4 243:13

317:19

interpreting

262:8

interview 217:21

218:12,14

intimate 382:10

intimately

222:23

invest 108:22

225:18,24

289:24 304:23

invested 166:15

166:23 167:4,7

investigate 19:2

88:1

investigated

302:10

investigations

303:6

investment

227:21 231:10

282:9,11

289:12,13

290:4

investments

222:10,13

228:11

investor 108:20

122:22 227:14

227:24 228:1

228:20 230:2

279:18 286:15

292:2 296:1

299:12,22

investors 108:14

108:16 111:16

112:5,16

114:18,24

115:13 116:12

116:23 117:16

118:4,8 119:22

120:20 121:3

121:23 122:5,7

123:11 124:7

124:14,20,24

125:4,14

126:17 127:18

128:8 129:2,15

165:9,17

166:14 167:6

167:24 192:21

200:3,6 210:1,2

210:9,15

211:15 212:19

214:1,10 227:1

228:8,15 229:1

229:19,19

230:5,11

277:14 278:2

278:19 291:21

291:24 292:6

292:14,21

293:2,9,12,15

293:24 294:6,7

294:8,15

296:17 297:13

297:16,20,24

298:3,11

301:11,19

302:1,6 317:2,4

invoice 203:23

257:17 382:16

382:19 383:4

384:10,18,24

385:1 386:15

386:24 395:8

397:20 398:2,5

398:7,18 399:4

399:8,13,16

400:19,21

401:16,22,24

402:6,11 403:2

403:7,10 404:2

404:7,17,21,23

405:6,14,15,21

405:22 406:8

407:14,20

408:4,6 409:3

410:8 411:7

412:5 414:2,14

415:12,20,22

417:11,19

418:18 419:13

420:18 421:11

421:15 423:5,8

424:7,10 442:4

invoices 254:14

254:16 256:1,2

256:4,7,9,16

258:17 259:15

259:18 261:16

261:17 263:10

263:14,23

372:20 373:1

380:9,14

381:12 382:5

383:14 384:7

386:10,11

396:12 397:11

397:14 401:5

403:8 406:2,14

406:22 408:15

409:8,15 410:5

413:1,8,11

415:4 416:5,17

417:16 419:5

420:8 424:14

425:20 436:5

436:11 439:17

443:24

involve 165:3

involved 108:7

185:11 221:24

222:2,23

231:19 246:3

257:20 310:1,3

310:7

involvement

164:1,22

230:23 245:10

249:1

involving 108:10

231:20

in-house 130:13

176:24 306:5

in-person 38:6

38:14

irrelevant 281:6

irrespective

263:22

Irvine 74:1

issue 42:1 56:17

78:16 132:14

304:8,13

issued 213:8

Issuer 288:2

issues 30:23

93:16 103:9

462:20

issuing 289:8

item 170:7

305:18 372:1

itemized 453:4

items 47:21

108:8 209:7,8

J

J 139:23,24

Jamie 11:22,23

11:24 12:11,19

24:3 26:2 27:8

42:6 138:6,10

225:2,9 287:12

January 23:21

70:13 71:4

447:10,19

jargon 115:17

Jersey 338:24

340:1

Jim 280:4

job 27:10 139:16

141:13 146:1

384:8,11

394:22

Joe 13:20 20:16

20:19,24 21:15

44:3 53:15 57:1

57:3,24 58:15

59:14 61:3,8,20

61:22 81:2 95:8

96:13 97:8

113:3 114:12

127:21 133:6

135:17,17

152:11 176:20

185:6,24 201:6

214:21 215:14

217:14,15

218:16 227:8

232:3 239:14

242:20 243:2

244:21 248:14

275:22 283:17

296:4 302:2

308:11,14

311:7 312:12

313:8 314:17

314:24,24

315:5 316:11

318:14 320:1

321:13,20,24

322:3,24

323:15 324:5,7

324:7,16 325:3

325:4,22

326:12 328:8

331:3,9 332:19

332:23 333:12

333:16,23

334:3,5,6

339:11,24

344:12 345:10

347:9,10,13,14

349:19 353:22

364:22 368:24

421:1 446:7

465:9,17

Joe's 329:3

Joe@ParFundi...

312:13

Joe@ParFundi...

315:15

John 65:9,22

138:10 146:5

348:20,21

349:16,22

354:4

Joseph 1:14 3:3

3:11,17 6:1

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333:14 337:12

Josh 46:7 365:11

382:8 391:1

438:5,10

446:12 455:15

Joshua 349:24

journal 206:15

206:17

Jr 20:19

judge 9:11,11,17

10:6,23 78:11

79:1,12 94:18

126:2 212:22

213:7,7 231:12

233:4 234:19

235:21 237:3,6

judgment 25:3

26:7 31:9 41:5

106:8 136:20

137:14 150:24

170:2 171:13

331:17 443:22

444:11 445:8

judgments 28:2

145:4

July 117:20

120:10 171:24

193:11 194:11

197:3

jump 448:3,14

jumps 447:23

June 1:12 117:20

119:19 120:6

121:19 129:12

137:22 171:24

194:2,4 330:21

junior 20:21

jurisdiction 17:8

jurisdictions

106:24 107:3

jury 85:15

justified 364:4

449:3

justify 413:12

450:14

justifying 452:15

K

Kara 1:4 15:13

19:16 20:1 31:5

38:8 40:6 49:24

50:23 55:5 57:8

78:16 184:1

185:23 186:4

200:23 201:14

254:10 257:3

258:21 260:8

265:4,7 266:3

267:7 274:13

274:20 275:16

276:14 310:24

325:18 331:3,5

331:7 346:5

360:11 361:8

373:22 374:3

375:20 376:7

379:16 381:5

384:7 389:10

391:6 392:13

401:14 406:12

418:7,13

421:23 433:3

435:24 439:1

446:12 448:22

455:14 462:1

467:3 468:21

469:19 471:10

474:11 478:20

Kara's 184:24

185:7 261:20

347:5 374:19

397:17

keep 122:3 126:3

147:2 151:11

179:12 180:1

237:14 244:1

268:16 310:14

351:18,19,24

368:3,6 379:7

391:4 402:2

441:19 442:13

449:9 471:18

476:17

keeping 108:5

Kent 1:19 484:13

kept 400:5

kind 95:22

164:22 203:21

204:11

knew 32:22

184:1

know 26:14

28:19 33:23

34:1 35:2,13

36:3 52:19,21

52:22,23,24

53:1 56:3,5

64:21 67:3,22

70:8,14,17,20

70:23 71:2,5,8

71:11,14,17,18

71:23 72:2 84:4

84:6 85:18 93:8

93:24 109:15

110:16 111:6

116:17 117:19

120:14 128:17

131:23 133:4

139:7 142:3,5

145:20 162:12

162:14 165:19

166:12 176:9

184:3 192:5,7

194:14 195:1

198:1,16

204:12,22

206:3,24 207:5

215:14,21

220:14,17

222:14 225:13

229:11 232:18

235:17 237:5

241:16 242:19

243:10 246:2

250:5 254:6

255:18 261:21

262:21 273:14

274:19,21,22

275:5 276:19

285:24 295:3

295:15 300:15

308:21,23

309:23 310:3

318:24 319:3,6

328:10,11,15

328:19,20,22

329:23,24

330:1 332:21

334:7 338:4

340:10 343:2,6

346:6 354:15

358:11,13

361:20 364:11

371:24 383:6

384:10 386:4

393:8 400:8

402:18,20

414:21 416:2

417:14 422:10

423:11 430:19

434:10 436:18

440:7 445:18

450:7 456:7

459:16 461:6

463:7 464:16

knowing 261:17

knowingly

167:14 169:1

245:18 246:10

285:15 310:14

315:6,16

knowledge 8:18

132:23 163:4

221:6 312:4

382:10

knows 34:17

57:13 165:22

226:5 263:11

388:5 444:8

460:23 470:10

know-how 347:6

Krakowski

350:16

L

L 333:14

labeling 274:1

Lacquer 223:11

223:22 224:2,6

224:10 244:24

245:9

lady 389:10

LaForte 3:11

20:13,16,19

35:6,10 38:23

39:10,20,22

40:1,10 61:3

163:9,12,21,24

164:7,14,21

166:13,22

167:3,22

242:11 243:2

244:12 248:19

302:2 308:11

315:1 320:11

321:13,20

322:1,4,24

323:16 324:3

325:3,4,22

326:12 328:9

347:10

language 176:19

252:19 261:15

266:21 289:14

395:10

large 128:16

374:16 376:4

larger 50:24

439:16

Larson 199:21

343:10

lastly 403:8

Lau 344:24

law 131:9 134:16

135:4 243:12

270:7

laws 151:12

270:2

lawsuit 119:18

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lawyer 64:7

306:5 451:18

452:9

lawyers 173:22

356:21

lawyer's 11:4

485:1

laying 436:13

439:6

layoff 216:3

lead 322:4

lease 7:7,9,17,21

9:2,9 150:9

156:20

leased 7:11

leases 7:14

leave 40:3,12

82:5

left 40:3,6,9

452:11 476:21

legal 1:23 63:24

64:9 65:11,16

65:17 116:14

121:13 130:1

130:12,13,23

133:10 144:12

146:4 151:3,8,8

171:10 175:18

192:19 242:6

243:18 271:12

272:2 300:21

361:19,20

437:16 470:9

472:23 474:16

legally 116:5

119:2 129:11

150:9 243:4,7,9

277:11 327:10

327:24 480:4

480:19

lend 222:18

lengths 403:19

Letter 3:19

letting 346:5

let's 35:21 46:14

59:22 91:6 97:4

103:23 107:18

107:20,20

114:7 116:17

116:18 140:4

142:10,13

167:20,21

168:11,13

177:13,15

179:12 182:11

206:22 216:15

216:16 217:16

238:8,9 240:13

240:14 242:9,9

244:4 272:15

279:23 284:2

284:22 302:19

312:11 320:6

332:14 337:9

341:23 345:18

345:20,21

348:14 367:13

367:22 368:14

384:10 392:13

394:9,9 396:22

400:17 404:13

410:18 411:11

415:5 416:12

416:13 417:21

417:23 419:9

419:17 420:4

423:21 426:17

426:22 427:21

428:16 431:4

442:19 454:23

454:23 457:22

460:1 476:17

476:18 477:2

leverage 376:21

liabilities 72:12

207:9 426:19

439:8 471:18

liability 48:4

52:8 96:18

97:19 102:9

201:11 204:7

205:11 209:15

209:16 474:8

480:7 481:3

liable 99:21

Liberty 2:3

license 135:5

333:13

licensed 132:17

133:17 134:16

lied 63:16

lies 351:22

life 458:22

likelihood 130:3

limit 467:2

limited 96:14

limiting 162:3

Lindsey 299:6,19

299:22 300:7

301:5,11,19

line 5:5,5,5,15,15

5:15,18,18,18

5:20,20,20 52:8

67:16 69:13

86:6 92:16

97:22 134:8

150:17 170:7

217:18 307:1,2

307:5,8,15,16

432:13 485:2

lined 458:23

lines 277:2

379:18

liquidated

380:17

Lisa 3:10,12

11:21,24 13:5

18:10 76:5

78:15 109:7

154:24 157:1

217:13 218:8

218:11 219:1,6

221:8,13,22

224:18 225:9

240:3,17 287:1

340:20

Lisa's 241:2

list 76:4,16

368:12 380:13

380:14 397:19

450:21 467:23

listed 108:22

254:13 255:19

305:6 350:24

384:2 439:18

listen 55:9

125:24 126:21

181:20 280:11

340:13 384:7

455:22

listing 466:15

lists 171:9 285:10

287:1,1,4,11

290:8 295:17

341:13

litany 49:8 447:5

literally 399:11

litigate 176:2

litigation 115:11

119:1 120:2

175:23 176:14

177:3 186:9

194:4 196:5

197:22 198:5

298:20 311:15

311:18,22,23

312:1,9

little 88:15,16

122:24 282:15

282:16 369:10

live 12:3 242:5,12

LiveNote 484:15

lives 12:4 219:13

241:11,19

242:1 270:18

load 392:21

loan 100:16

101:6,16

108:24 124:20

182:2 192:18

210:15 226:6

257:15,18,21

259:22 266:7

267:12,19,20

268:5,13,15,18

269:21 271:2,4

289:16 297:8

302:23 303:8

loans 101:18

113:17 251:7

252:16 260:23

269:8 277:22

278:14 296:13

296:18 297:21

298:4 307:3

386:7 426:20

loan-to-own

161:14 340:6

located 150:11

151:22 153:11

153:14,15

155:12 157:14

169:10 231:23

286:3 342:17

343:3

location 23:23

151:22 152:2,9

153:17 157:19

342:7

locations 242:4

lock 400:10

logical 97:17

long 7:10 118:20

133:15,15

216:18 226:18

253:9 401:13

436:15

longer 17:1 91:9

95:6,13 96:10

233:12 300:17

300:19,21

305:8 376:18

408:11 416:21

432:20 434:6

439:15,23

440:3,19 441:1

480:1,19

look 8:14 9:2

29:3 41:11 59:2

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104:11 107:15

124:5 139:22

145:3,11

172:17 198:19

199:3,6,10

207:7 208:18

215:22 221:11

230:5 240:14

241:3 256:16

272:15 286:15

302:20 305:17

312:11 337:9

341:12,12

349:19 356:10

356:11 357:8

357:17,23

358:1 360:10

362:24 363:3,6

363:7 364:3

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383:10 397:10

398:17 399:3

399:15 410:1

415:19,22,24

417:23 420:8

420:17,21

424:13 428:1

428:24 429:1

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452:1 454:23

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458:11 460:1

464:22

looked 43:15

55:8,8 66:21

188:15 255:2

356:13,23

363:10 364:12

366:13,15

408:21 441:7

441:13 448:9

451:14,22

looking 103:14

126:19 128:16

196:1 204:18

286:14 299:17

299:18 367:17

375:15 395:6

417:15 418:5,5

443:16 444:9

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looks 138:14

139:3,6 141:8

142:20,21,21

179:4 191:21

250:9 321:23

324:6 329:3

409:22 419:22

443:17 455:1

lose 100:11 237:5

loss 91:8 98:5

100:9 115:2

losses 97:15

115:9 116:7

118:6 119:4,13

208:11

lost 123:3

lot 52:4 63:17

82:5 85:19

108:4 162:9

271:4 331:3

334:18 436:12

436:19

Lots 198:18

loud 245:6

350:12

Louis 1:14 3:3

6:1 333:6

Lounge 223:11

223:22 224:3,6

224:11 244:24

245:9

love 351:12,13,15

351:16,16

low 428:21

lower 50:22

427:9 432:18

463:20

luck 236:5

281:11

lunch 284:6

lying 61:23

Lynch 2:12

M

M 6:5 140:1

Mack 308:14

312:12 314:17

314:24 315:5

320:1 334:5,6

Magazine 323:8

MAGNA 1:23

mail 154:18

mailing 153:15

majority 30:21

107:3

maker 224:24

226:3 240:21

240:23

makers 225:10

making 30:6,8

34:18 36:10,15

36:18,21 37:24

43:9 55:10

58:13,23 59:5

79:10 100:2

116:16,19

117:11 118:17

119:17 121:16

123:18 137:18

141:23 151:12

152:15 181:10

193:23 194:5

194:10 237:14

247:17 278:18

279:8 292:13

316:15 317:4

351:7,19 364:4

376:7 377:14

432:24 459:10

477:21 479:6

manage 155:16

161:1

management

11:19,20 24:21

219:9 221:17

223:21,24

224:7

manager 32:10

158:16 282:8

managerial

163:13 164:9

manages 110:3

165:5

manner 451:2

March 70:19

71:10 78:19

79:24 107:8

213:8 371:4

Marked 5:20

Market 2:3,8

Marketing 22:4

164:5,8 248:15

309:8,11

310:17 311:7

321:6

markup 203:11

Marque 3:17

336:10

married 242:12

Maryland 171:14

master 391:6

master's 328:12

math 51:16,17,20

56:7 356:13

matrix 53:17

57:8 265:1

425:14,21

430:8

matter 100:3,20

100:23 101:3

102:2,4 124:22

131:21 132:3

133:1 191:7

253:8 255:4

293:7 365:16

470:11 477:9

MBA 328:8,12

MCA 30:6,24

72:13 167:4

187:16 200:18

297:20 298:4

303:14 304:1,5

304:12 305:1

308:24 376:21

426:20 466:14

MCAs 277:22

278:13 296:13

298:12

McElhone 3:11

3:12 11:24

12:11 18:10

24:3 25:18 26:3

26:24 27:9 28:5

29:5,16,20 42:6

43:14 76:6,9

77:5 109:8,18

109:19,23

138:6,9 141:12

141:19 145:24

157:24 158:2

240:3,17

241:10 246:3,9

247:13 250:6

270:17 271:4

287:12 340:21

McElhone's 12:1

27:24 78:15

mean 17:4 18:3

21:8 53:10

61:14 90:11

95:14,18

103:12 115:15

117:23 119:2

128:13 153:20

154:17 202:2

204:11,17

208:19 209:4

222:11 223:3

223:23 225:24

255:16 261:3

262:16,17

267:2,5 295:15

299:8 324:14

332:21 336:2

338:1 351:16

364:8 379:5

392:11 395:18

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418:23 419:2

439:12 448:8

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meaning 101:10

101:12 252:4

260:2 371:24

406:12 433:21

474:11

means 17:6

154:15 242:19

242:20 251:21

276:2,8 278:8

313:24 335:5

377:4 466:24

484:22

meant 32:22 88:2

220:14 225:6

324:12 430:1

mechanism 36:9

116:7 260:21

268:11 467:1

473:5

media 333:16

meet 217:15

meeting 38:4,7,8

38:14,21 40:2,4

40:6 42:3 46:6

47:8 48:24

183:20 456:9

456:11,21

457:2 463:9,10

463:11 470:1

memorialized

187:12,19

memorializes

470:14

memorializing

188:12

memorize 36:5

memory 49:15

49:21 330:3

mental 212:16

merchant 106:8

106:20 135:22

201:12,23

204:1 248:20

265:5 341:4,4

361:18 362:15

371:17 377:12

383:22 406:15

426:19

merchants 43:22

107:8 262:22

382:12 387:24

399:10 435:5

479:11

merchant's 258:3

377:18,22

378:5

merely 257:23

259:15

messages 221:13

470:20

met 78:10 94:10

131:12 218:11

237:21 455:21

470:1

metaphor 204:13

methodology

121:9 122:11

122:13 123:15

129:18 419:15

metrics 108:6

Miami 155:8

325:24 326:10

326:16

Michael 282:6,8

middle 47:12

251:12 333:3

334:11 369:11

371:8 397:1

404:15 446:20

million 46:22

47:15 51:22

52:7 53:5,11

55:10,24 56:8

56:12 58:12,24

59:5 66:22 68:3

68:7,17 85:6,7

93:12 96:6,11

97:2,3 98:19

100:2 101:2

102:2,5 116:18

116:19,20

117:8,10 167:7

202:9,13,15,23

203:10,13,22

204:4 205:9

206:21 209:11

209:12,14,20

257:5 258:11

258:12 260:16

263:18 305:19

307:16 313:19

314:3,4,9,19

315:22 395:24

397:11,14

398:7,15,15

399:17,24,24

401:23 404:24

405:7,15,21,23

406:9 408:16

409:6,16 410:3

410:9 411:16

411:23 413:13

413:17,18

414:2,7,19,24

415:3 417:17

419:5,14 420:9

420:18 421:12

422:7 424:2,15

424:22 426:23

427:5 428:5,18

432:3,7 434:3,3

434:11 438:17

440:2,2,3,22

457:3 462:5

468:16,18,22

469:11,13,14

469:15 470:4

470:11

millions 212:8

mind 122:4

268:16 471:19

mine 316:5

minimize 436:17

minimum 289:11

289:13,18

290:4

minus 83:16,22

86:9,10,14

426:19 467:16

minute 442:19

minutes 107:19

107:20 144:3

239:23 240:16

284:10 352:6

353:9 445:22

460:7 481:18

482:7

mischaracteriz...

32:4 53:14

181:21

mislead 310:10

misleading 310:6

misled 309:15

misnomer 277:18

misrepresent

312:19 319:17

334:19 335:20

342:7

misrepresentat...

278:17 312:14

312:17,23

315:13,14,23

316:9

misrepresentat...

34:19 247:18

279:3 315:3

misrepresenting

322:23

missed 21:19

37:2,7 41:2,12

41:24 42:10,23

43:17 181:4,14

182:7 188:16

188:17,21

189:3,8,24

190:2,8,13,14

191:3,16,18

missing 36:12

40:18 191:7

424:9 444:16

misstatement

88:23

mistake 267:2

278:22

misunderstood

349:14

mixing 209:7

modification

65:12 66:2 68:2

89:15 182:20

188:5,12

modifications

187:24

modified 45:13

69:11 72:5

mom 334:1

moment 271:19

monetary 378:4

384:2

money 84:13,20

100:11 101:8

103:21 104:18

109:2 123:21

166:15,22

167:3 196:6

202:8 204:9

205:22 209:10

222:19 225:19

226:2,4 257:10

260:4,5,9,14

264:10 316:4

316:12 373:4

376:22 382:20

386:1,18 394:5

394:18 412:17

413:6,15 414:1

433:3,5 435:21

436:14,17

439:4 453:10

459:23 460:8

460:14 469:16

475:3,4,6,11,19

477:23 478:8

480:2,20 482:1

monies 68:4 73:3

106:14 377:21

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month 23:5

52:20 53:5,5,11

55:10 56:1

72:19,22

116:21 129:19

156:2,3 198:21

313:11,11

355:5 359:12

359:19 361:23

362:2 371:3

375:12 389:18

396:18 426:24

427:14,19,21

453:18,22

monthly 67:20

70:3,7 71:20

313:10 426:9

426:10 428:14

477:14

months 71:21

101:13 132:12

133:22 233:15

233:20 313:10

426:2,18 427:5

428:7,8

morning 6:8

478:5

motion 10:9,16

94:9,10 237:21

237:22 249:8

282:4

mouth 389:3

move 10:20 79:1

140:15,24

236:10

moved 74:10

337:21

moving 393:20

multiple 21:24

151:10 197:15

197:16 241:12

254:10 346:19

364:9 373:21

374:5,5,15

376:4 390:1,14

439:17 461:22

multiply 401:19

403:15

musing 195:3

mute 465:8

mysterious

194:20

N

N 2:1 3:1 6:5,5

nail 244:23

name 32:21,23

77:16 109:13

158:13 159:21

160:13 163:1

199:19 243:15

282:12 315:4

332:22 333:1,1

333:3,4,12

334:10,12,14

334:17

named 162:18

names 80:20

308:20 332:20

333:22

NASDAQ 108:23

nature 113:11

259:3 266:15

nauseam 336:3

near 130:5

nearly 355:16

359:23 453:23

454:3

neat 427:6

necessarily 41:23

67:16 69:13

91:3 116:5

175:4 223:23

335:9 356:24

436:5 439:20

452:24

need 56:23 80:4

132:23 154:14

166:12 202:1

208:11 212:3

212:15 233:3

289:23 291:22

311:2,11

345:11 388:22

436:2 457:5

463:20 466:19

483:1,4

needed 81:19

103:7 413:10

needs 260:15

389:3 471:23

478:19

negative 208:4

negotiate 37:22

67:13 120:17

187:1

negotiated 67:7

67:10,19 72:4

182:18 185:5

255:13 400:22

461:24

negotiating 37:15

72:7 402:9

negotiation 37:13

89:16 96:19

184:21 187:10

187:11 446:11

456:23,24

461:17,21

463:17 472:14

negotiations

69:11 118:21

120:5,9 121:5

183:2

net 83:10,10,13

83:20 86:8,12

86:13 91:8

208:2,3,21

209:5 214:24

469:7

never 13:15,23

18:8 23:13

39:14 40:11

45:22 97:1

98:21 128:1,2,7

161:10,14,17

188:6 243:4

245:11 255:23

256:13 268:22

284:6 307:14

307:15 312:8

330:6 428:4

457:13 464:4

new 330:10

338:24 340:1

379:17,17,18

390:23 391:4

391:22 392:7,8

392:22 393:2,3

393:5,6,7,8,22

394:3,5,20

412:13,17,19

412:20,24

413:5 414:1,13

435:13 439:5,6

439:7 449:8

471:4,4 472:5

472:12,13

473:2,7 476:24

479:16,18

nexus 17:1,5,6

nice 478:20

nickname 334:8

night 289:22

454:20 478:3

482:23

nine 414:20

416:14

noncollectible

130:2

nonpayment

115:10 129:13

nonsense 246:14

non-default

121:11

Nope 336:13

normal 20:9

25:15 35:17

254:24

normally 37:11

49:24 262:18

466:14

North 7:5 21:16

21:20,21 24:6

149:6 153:11

168:17 169:11

285:12 286:3

286:10,18

342:18 343:4

Northeast 156:10

Notary 1:21

484:15

NOTATION

485:2

note 74:22

notes 289:3

303:20 484:8

485:1

notice 1:16 57:5

138:21 239:2

notices 331:18

332:3,10

November

183:24 184:4

185:15 194:18

nuances 335:4,6

number 30:20

47:13 59:16,16

59:17 67:4,14

86:14 100:10

156:12 173:8

242:18 305:19

348:5 367:16

371:22 375:19

399:13 401:5

402:14,16

403:5 407:14

408:4 411:8

414:14 415:12

417:11,19

426:4 428:11

428:20,22

429:6 446:2

469:1,10 470:4

numbering 452:2

numbers 122:5

128:21 356:14

360:1 365:2,5,8

365:10 376:10

380:15 409:3

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464:12 470:2

numerous 40:20

196:2 221:20

241:10 254:20

O

O 6:5 273:20

oath 26:4 33:17

37:1 38:17 42:8

44:12,15 66:19

82:17 121:2

145:23 174:22

197:5,10,12

199:13 247:11

350:14

object 8:5 122:1

objection 13:18

16:10,23 17:13

18:2 19:4,18,19

22:13,20 23:16

25:12 26:8 27:3

27:13,17 28:10

28:21 29:7

31:12,15 32:3

37:5 39:13

40:22 41:6

42:13 43:5,19

44:19 45:2,10

45:19 46:4

51:10 52:5,13

53:13 54:15,24

55:15 61:7 62:2

62:18 64:2

66:24 68:9 69:1

69:9,21 71:22

80:8 83:18

88:21 89:13,21

90:10 91:1

92:11 93:2,22

96:12 97:5

98:11,22 99:7

99:17 100:5,17

100:21 101:4

102:6,16

104:13 105:1,7

105:11,19

106:9,22

107:10 110:9

110:23 115:24

116:24 118:19

120:23 123:12

127:20 128:10

129:7 132:4,18

133:20 134:11

134:18,24

135:6 136:1

139:18 141:14

145:14 149:10

149:22 151:2

151:23 152:10

152:18 153:18

154:2 157:16

157:20 158:7

159:15 162:2

163:17 164:11

164:16 165:11

166:16 167:9

167:16 171:15

172:7,21

173:15 174:18

175:1 176:20

181:7,21 182:4

182:8 185:20

186:11 187:5

188:2,7 191:5

192:22 193:17

194:6 195:10

196:17 197:6

197:13 201:24

207:11 210:4

216:4 223:15

224:20 225:22

226:17 230:3,9

245:20 247:5

247:15 248:7

249:12 256:21

258:18 262:9

264:1 265:15

266:19 269:3,9

269:22 270:9

271:6 278:6,20

279:10,16

289:1 290:1,22

291:3,14 310:8

310:19 313:2

315:8,17 316:1

318:23 322:6

323:3 327:7

331:21 340:12

343:5 347:16

349:7 355:6

356:1 358:16

361:6 363:2,13

363:19 369:20

370:6 373:14

373:18 382:22

383:5 384:15

384:20 385:9

385:17 387:7

438:19 449:5

454:5 473:18

478:1

objections 80:5

97:7

objective 69:3,3

432:16

obligated 89:23

obligation 190:18

435:15

obligations 38:1

191:12 377:20

383:23 391:4

obstructionist

10:18

obtain 94:6

obtained 341:3

obviously 42:1

108:9 264:24

376:7 389:6

455:20 456:3

occasions 29:18

29:22

occur 219:17

462:18 477:20

occurred 30:22

119:5,13 120:3

120:5 173:13

181:15

occurring 17:23

occurs 249:3

October 9:5

114:12 137:3

151:19 155:2

156:7 171:23

173:11,20

192:6,9,12

194:18 298:21

301:17 308:1

314:3 343:15

350:2

odd 194:12 195:5

odds 141:23

offer 330:13

offering 288:23

offers 330:11

office 6:14,15 7:4

21:17,20,22

23:10,13 24:16

141:20 149:3,5

154:12,17,18

154:20 155:8

155:20,22

156:9,14,16,17

157:3,14 159:7

159:7,19

326:10

officer 82:13

287:5,14

337:13

offices 6:17 7:1

22:6,10

oh 90:7 119:11

122:18 141:1

178:2 184:3

194:9 231:15

233:7 236:13

238:6 267:8

271:19 272:23

290:13 329:17

346:4 357:16

470:18

okay 6:16 7:1,6

7:10,16,24 8:21

9:18,23 11:1,8

12:2 14:2,13,24

15:3,9 16:19

17:19 18:12,14

19:1 20:6,22

21:14 22:9,16

23:20 24:2 25:1

25:9 29:2,11,20

29:24 30:16

31:3 33:1 34:3

35:19 36:7,15

37:18 38:10,16

40:8,15 41:19

44:3,23 45:5

47:5,9,13 48:21

49:5,14,19

50:10,18 53:2,8

53:24 55:4

56:11 59:22

62:3 63:15 64:6

64:12 65:19,23

66:8 67:18

68:16,22 69:6

69:17 70:5,11

72:1 73:6,6

74:15,20,23

75:8 76:22

77:10 80:13,18

81:7,16,23 82:5

82:11,24 84:9

85:23 87:24

88:6 89:5 93:11

95:1 98:7

102:21 104:8

105:4,14 107:2

108:12 109:6

109:19 110:14

110:20 111:10

112:9,17 113:3

113:9 116:3,15

117:18 121:1

126:6 128:24

133:3 135:14

135:20 136:15

137:13,24

138:16 139:7

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140:4,13,14

142:6 143:2,14

144:9,14,17,18

144:20,23

145:21 146:6

146:11 150:14

151:17 152:15

155:13,18

156:17,24

157:5,10 158:2

158:12,20

159:13,24

161:13,24

162:7,20 164:7

165:1 167:20

170:8,21

171:12 173:2

173:23 175:16

178:14 179:5

179:10 180:3

180:13,20

181:20 182:11

183:7 184:8,15

186:2,22 187:2

187:7,11 188:5

189:19 190:6

190:11,22

191:17 196:8

199:17,22

200:2,7 201:5

201:10,21

205:20,24

206:16 216:2

217:22 218:6

218:13,23

219:16,21

220:21 221:11

221:19 223:20

225:7 230:19

231:18 236:22

237:2 240:13

241:3 242:5,8

243:2,10,17

244:4 246:11

248:2,11 249:4

250:10 251:1,3

252:7 253:1,5

253:13,22

259:19 260:18

263:4 264:16

265:12,19

266:13 272:3

273:1 274:22

275:7,14 276:9

276:21 278:1

279:2 280:2

281:13 282:13

282:24 284:2

284:13,20

286:23 287:4

287:11 290:7

290:11,16

291:11 294:22

295:21,24

296:8,22 297:2

297:12,23

298:2,10

300:12 301:5

303:10 304:19

305:17 306:19

307:24 308:10

309:2 312:11

313:6,18 314:8

316:4,23 317:8

319:21 321:19

321:24 323:18

324:20 325:15

326:18,23

327:12,18

328:23 329:17

331:6 332:9

333:4,7,11

334:2,9,13,18

335:1 336:6

337:3 338:18

338:21 339:9

340:3 341:10

342:12 343:1,8

343:12,23

344:15 345:9

345:17 348:2

349:5 351:2,21

353:2,13,19

354:6,23

355:20 357:22

358:19 359:2,8

361:2,15,19

362:19 365:5

365:14,20

367:13 368:1,4

368:24 369:3,7

369:23 370:8

370:23 372:5

375:9,12

376:24 378:11

379:23 382:1

383:19 384:9

384:17 386:21

394:2,7 395:14

396:4,21 398:4

398:21 403:24

404:5,9,17

405:5,9 407:7

407:17 408:24

409:10,18

410:7,12,24

411:18 412:16

413:1,24 414:6

414:9,13 417:8

417:13 419:4,8

419:16 420:7

420:20 422:2,6

422:14,24

424:13,24

430:11,15,21

431:1,4 432:1

432:10 435:23

436:8 437:7

438:16 439:3

439:10 440:20

442:21 443:8

443:13 444:15

444:21 446:5

446:14 447:7

447:13 448:8

449:2,12 452:6

452:14 454:11

455:6,13,16

456:10 457:9

458:19 459:19

460:13 463:14

464:8,15

465:10,17

466:4 468:7,20

468:24 472:1

472:16,17,20

472:20,21,23

473:1,4,7 475:2

476:23 478:14

481:14,21

482:5,11

old 73:20 338:2,3

391:3 472:6

473:3 475:18

once 366:23

ones 33:18 66:9

77:21 115:16

190:8 200:21

228:5 292:4

396:17 413:3

425:19

one-and-done

374:17 390:15

ongoing 179:13

368:6 442:1

oops 267:4

open 95:17,22

235:23

opens 260:17

operate 95:6

96:10 97:1

223:11 337:6

478:19

operating 15:7

16:3,13 83:9

86:11 91:8

150:2 152:4

153:7,9,12,20

224:14 285:18

286:13 319:11

321:17 328:1

335:24 337:7

342:10,20

operation 11:10

219:9 264:11

operations 17:7

17:10,23 95:13

108:10 155:16

325:24 326:20

327:20 335:23

475:15,22

operator 16:15

345:6

opportunities

393:3

opportunity

213:5 260:17

opposed 86:13

options 389:8

401:10 462:7

order 3:9 8:14,15

9:3,16,19 10:7

10:22 55:4

58:12 78:9,11

78:19,21 79:13

79:24 80:1

93:16 94:2

107:16 111:1,9

111:20 112:1

112:14,15,20

124:2,10

125:17 126:8

126:14,22

127:13 150:23

152:23 212:4

212:14,17,21

213:4,8,19,21

214:17 215:13

216:11 226:19

226:24 227:9

230:6 231:13

232:5,10,14,16

234:2,12,22,24

235:5,10

236:21 237:1

249:11 254:13

291:18 302:20

303:3 341:8

363:10 394:12

394:21 401:7,9

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orders 94:5,5

95:5 96:5

232:23 421:23

ordinary 83:11

83:21 86:9,13

378:5

organization

155:12

original 190:24

371:20 392:23

394:13,15

422:12 423:4

435:15 442:8

447:3 474:9

481:6

originally 181:3

337:20

originate 248:23

origination 249:2

385:11

outflow 206:9

outflows 205:14

outgoing 205:22

outside 94:3

118:11 234:7

241:2 283:21

335:13 387:2

461:18 477:12

478:21

outstanding

92:13 183:22

184:18 185:3

249:24 253:21

392:14 469:12

470:5,23

overall 432:18

468:14 477:14

overcharged

457:2,5

overpaid 402:7

owe 92:8 96:11

97:2,3 102:1

116:17,18

117:8,10

123:21 196:6

471:12 476:22

477:3 480:2,19

owed 46:8,14,20

100:20 106:14

170:24 259:5

472:13 477:22

owes 48:13

owned 76:5,9

109:21 340:20

owner 109:6

158:5 165:6,10

243:5 248:18

248:18 270:18

335:14,17

374:4 377:15

389:9

owners 99:10

335:16

ownership 109:4

161:10,18

243:16 340:15

owns 95:6 109:23

158:9 167:23

339:1

o'clock 284:12

478:5

P

P 2:1,1

PA 131:16

pace 440:19

package 381:21

404:22

page 3:8 4:1 5:5

5:5,5,15,15,15

5:18,18,18,20

5:20,20 47:4

48:3 138:2,2,3

138:21,22,22

138:23 146:22

146:22 147:5,8

147:11 168:13

169:14 178:16

178:16 179:17

179:17 180:22

182:10,12

188:16,17,19

189:1,6,14

249:5 250:3

251:4 280:10

285:1 288:6,7

290:11 299:19

305:18 324:22

325:20 328:4

328:24 330:2

341:13 368:7,7

368:7,8,8 369:3

371:1 396:23

398:23 444:5

457:6 458:1

471:6 485:2

pages 240:2

452:3

paid 13:1,6,7

15:1 22:17

57:14 68:5

71:19 104:18

173:21 198:12

198:13,13

209:21 249:19

261:23 262:2

287:8 305:21

305:22,24

370:12 383:13

384:18 385:5

385:14 388:14

391:8 394:13

416:6 434:12

434:14 442:6

468:9 469:8

471:19,23

473:15,17

477:7,23 478:9

479:3,21,22

480:6 481:2

paint 459:15

pandemic 93:15

216:3,23

panel 338:23

paper 462:24

papers 39:12

paperwork 60:24

Par 1:9 231:5

308:17,18,19

308:22 310:15

311:1 313:20

314:4,15,17,18

317:9,11,17,22

317:24,24

318:3,6,11,13

318:14,20,21

319:4,8,12,17

319:18 320:2

320:15 321:3,8

321:11,14,16

325:5,22 326:9

327:20 328:1

329:6,8,15,21

330:4,13,24

332:20 334:20

334:23 335:3

335:13,21

336:3 337:4

340:5 341:13

345:3

paragraph

169:16 241:4

242:8,10 245:5

248:6,8,11

337:11 350:8

350:10 377:1

395:3 481:13

481:13

ParFunding.com

312:24 313:4

Parone 233:6,7

part 24:22 25:22

26:11 31:6

35:17 43:6 44:5

52:1 55:20

58:16 68:11

72:12 84:13

90:14 92:17

93:5,7 99:10

103:21 109:4

121:7 128:4

129:17 171:9

172:2,14

182:19 183:2

186:6 187:15

202:24 203:23

205:11,14,15

206:9,17,20

243:14 262:18

339:22 374:9

380:4 381:15

382:13 388:20

393:5 399:19

401:14 404:22

408:22 434:21

449:14 450:20

452:20,23

474:7,19 480:7

partially 140:21

particular 72:19

72:22 128:19

176:14 177:8

177:10 257:2

398:1 399:8

402:11 409:24

463:15

partnership

161:8

party 9:7 285:23

377:23

passed 348:8

patient 482:17

pattern 195:7

pay 17:11 22:11

22:16 30:12

50:12 55:5 58:8

67:20,23 69:7

69:18 89:19,23

90:9 91:9,9

93:13 99:16

102:3,4,19

103:19,20

104:22,24

241:14 254:17

257:7,24

258:16 260:3

263:21 264:5

342:22 384:12

389:8 453:9

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472:6 473:3,13

475:4,11,19

476:20,20

479:1,23

480:23 481:6

482:1

payable 83:12

108:9 313:10

453:2

payback 275:11

401:9

paycheck 12:19

12:23

paying 16:21

51:9,20,21

54:22 122:22

153:24 252:5

294:13 330:23

391:3 401:15

434:24 475:10

475:18 476:3

payment 23:5,8

30:11,18 36:12

38:19 46:10

48:5 50:22,24

51:3,24 103:24

105:16,24

106:5 117:20

121:6,20

135:21 146:9

177:19 178:4

189:22 190:19

190:20 191:15

193:10 195:17

195:23,24

196:4,15 197:3

197:10,19,21

198:8 201:22

202:7 253:7

266:2 344:3,6,8

346:11 350:20

351:1 359:1

361:12 363:20

365:16 366:3

366:20 367:1

377:21 378:4

384:2,12,24

386:16,17

388:19 401:11

403:19 432:14

443:10 446:10

446:13,21

448:2 449:19

451:4 458:4

460:14 462:6,7

462:17 463:1

463:20 464:24

466:6,9,19

467:7 469:6,8

469:22 472:14

payments 20:3

22:23 24:22

25:10 30:7,9

36:10,16,18,21

37:3,7,8,20,23

37:23 40:18

41:2,12,24

42:10,23 43:17

45:7,13,21

46:18 48:8,18

57:18,21 58:13

65:1 68:18,24

72:5 95:19

104:5 106:21

115:23 116:16

116:20 117:11

118:18 119:17

121:16 123:18

137:18 181:5

181:14 182:7

183:21 188:16

188:17,22

189:3,8,16,20

189:24 190:2,4

190:7,9,10,13

190:15 191:4,7

191:16,19

192:18 193:24

194:5,10,20

195:9 196:10

196:21 197:16

197:17 198:5

198:11,22

199:14 206:23

206:23,24

246:6 254:15

344:13 346:19

346:22 347:15

347:21 349:6

353:24 355:16

360:4 361:5

363:18 378:1

383:24 387:14

388:6,23 389:4

406:15 445:5

459:1,7,13,17

460:21,24

461:2 465:22

466:1,20

467:12,13

468:16 470:7,8

472:15

payoff 412:23

472:10 475:7

payoffs 48:19

payors 377:24

payout 59:19

payroll 478:17

pays 255:20

283:10 478:24

penalties 26:4,16

31:10 42:7

43:15 44:12

142:8,14 179:6

180:10 240:10

243:11

pendency 196:5

197:22

pending 249:22

465:13

Pennsylvania 1:2

1:17 2:4,8 18:1

23:11,14,24

107:4 131:10

133:19 134:17

134:22 149:19

150:20,23

151:21 152:17

168:18 218:14

223:7,8 241:15

242:1,13

384:11

people 32:6

85:19 101:8

109:1 154:19

154:21 168:7

185:10 193:23

198:19 218:21

222:18 223:24

278:22 310:6

317:16 318:19

319:4,18 322:4

322:23 334:18

335:21

percent 46:17

50:7 51:8,19

52:11 53:9

54:14,22 55:12

58:7,8 67:20,23

68:23 69:8,19

69:23 71:19

98:9,20 109:20

114:22 115:20

139:5 169:19

256:18 257:1

258:16 261:1,3

261:4 262:14

262:15 265:14

277:16 278:4

278:11,14

296:19 298:5

298:13,24

313:9 357:12

359:18 361:5

361:23 362:2

363:12,16,23

369:14,17

370:4,18

371:10,21

372:8,13,21

373:5,12 375:2

375:4 376:3

382:18 390:8

395:1,19,22

396:1,2 397:3

398:6,11,14

399:22,23,23

400:9,18,20,23

401:1,19,24

402:8,11,14,21

403:4,14 404:1

404:6 413:17

413:21 415:16

422:11 425:9

426:7,24 427:3

427:7 428:5,22

429:5,19 430:9

430:12 431:6,6

433:9 439:11

439:14,15

440:1,11

441:12 447:1

449:4 450:6,14

450:16 451:4

452:16 453:24

454:4 461:12

461:15,19

462:8 463:2

476:11,12

477:15

percentage 69:14

261:4 262:15

263:5,7 265:13

273:19 352:22

355:18 369:14

395:2,18

400:18 437:14

440:10 450:24

453:12,15

percipient 235:7

perfect 205:18

403:6,13,15,22

415:17 427:15

428:5

perfectly 210:7

472:16

period 8:7 9:4

10:18 11:10

17:21 21:5

22:22 28:4

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79:15,23 80:22

81:1 82:16 94:4

101:17 102:12

114:8 115:20

118:5 119:14

120:4 121:12

132:9 134:5

145:6,19 156:8

214:17 216:11

231:12 291:1

297:19 298:19

301:16,24

302:5,16 303:6

306:12,16

314:7 321:20

330:20 376:16

376:18 432:20

434:7 436:15

439:24 440:4

455:1

periods 216:24

perjury 26:4,17

31:10 42:7

43:15 44:12,24

142:9 240:11

243:12

permitted 270:7

Perry 316:20,21

317:8,10,15

318:14 319:23

Persing 40:9

person 20:23

33:2 34:5 35:3

35:13 156:24

226:5 319:8

323:9 376:21

personal 8:17

20:1 99:5,13,19

99:22 101:1

221:5 234:16

241:17

personally 35:10

55:8,17 60:16

60:18,23 61:15

75:19,20 99:21

211:11 221:7

237:15 239:3,5

239:5 246:2

personnel 366:15

persons 33:8

286:24

perspective

82:18,21

426:16

pertaining

227:13

pertains 374:15

pertinent 211:5

263:2

Peter 110:16

ph 291:9

Philadelphia

1:17 2:4,8 12:4

16:22 17:2,12

22:11,17,18

23:5 38:6 74:10

74:12 148:11

148:13,15

149:21 151:22

152:2 154:1,7

162:9 168:18

180:9 217:20

219:18 335:22

336:1,4 337:5

337:16,21

342:11,23

343:2 451:12

phone 21:13

183:18 184:22

219:13,15

221:20,21

240:16 245:6

246:8

photo 322:8

physical 17:7,10

17:23 22:23

23:14,22

148:10,12,14

149:18 150:9

150:22 151:21

152:1 153:17

156:16 157:19

198:8,11 249:1

physically 21:15

28:17 29:13

39:5 48:7 143:4

155:19 479:3

479:22

picked 324:8

picture 322:24

324:8 325:11

325:12

piece 462:23

pile 88:15

pipeline 115:11

place 2:3 8:3

17:22 21:12

40:21 42:11

60:10 65:14

79:17 212:14

222:3 285:3,7

286:9,16,23

351:4

places 105:9

plain 252:19

450:12

plaintiff 148:1,20

148:20,24

150:21 168:16

171:1

Plaintiffs 1:6 2:5

plan 38:19 46:11

48:5 106:1,5

121:6 226:13

226:16 227:18

227:21 228:19

229:11 230:2

277:21 278:2

278:18 279:7

279:15 283:2

283:11 284:21

289:21 290:9

290:17,21

292:13 293:14

293:24 294:10

294:14,23

295:14,18

306:3 457:8

planning 330:11

Plan's 296:9

Pleas 180:10

451:12 452:10

please 35:23

93:18 96:15

336:8 349:19

377:11 396:24

410:13 411:2

411:20 416:9

419:18 420:15

421:19 422:16

423:16 425:2

431:15 465:18

481:9

pledging 432:7

432:11

plenty 477:17

plug 470:7

plus 205:6

412:24 468:4

PM 483:9

PO 380:14

pocket 433:7

pockets 99:15

point 49:6,19

56:11 57:16

68:2 96:3,4

100:1 101:21

110:24 114:5

116:17 127:1

130:5 146:19

190:13 213:4

227:8 254:22

261:16 265:3

285:2 361:15

361:21 362:20

362:22 403:6

403:23 424:17

433:4 439:13

442:3 446:11

461:16 466:11

480:19

pointed 126:22

372:21

pointing 34:9

393:10

points 402:5

439:21

point-and-a-half

115:3,4

point-blank 26:5

policies 44:1

pool 436:6

portfolio 108:6

128:17

portion 203:7,8

203:15,16,17

209:23 211:5

251:13 252:5

328:5 348:9

371:8 378:14

394:14 397:1

404:15 434:18

440:8 476:8

477:13

position 12:13

16:16 92:10,13

103:20 126:7

173:3 234:19

235:19,20

236:7 355:14

358:8,13,15

positions 338:10

positive 208:4

possibilities

363:9 364:21

post 320:10

324:24

potential 124:19

210:14 291:20

potentially

463:18

practical 204:17

373:20 390:23

practically 103:8

practice 49:11

84:14 104:9

105:15,21

128:5 131:9

133:18 134:16

195:8,14

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209:17 342:8

practices 43:24

201:3

practicing

132:17 135:4

precarious

103:20

precedent 48:18

393:10

precise 36:1

51:12 147:18

172:12 402:10

precisely 101:19

precluded 111:3

112:1

preparation

18:19 49:3

72:15

preparations

61:16

prepare 18:15

60:18,22 61:4

61:21,24 62:4,9

62:10 63:2,5,8

63:23 64:9,13

65:3,18 196:9

450:3

prepared 55:7

60:11,13,16

61:18 62:20

65:2,4,6 146:3

146:5 177:22

180:17 273:14

455:20 465:3

prepares 60:20

65:11

preparing 60:24

presence 23:14

40:11 148:11

148:13,15

149:18 150:22

present 2:11

23:22 79:19

211:13

presented 54:18

presently 212:1

presents 457:10

president 11:22

93:16 245:12

329:6,7

presidential 94:4

presidents

329:15

presume 33:9

Pretend 204:19

pretty 28:14 63:1

232:20 424:1

preventing 235:5

prevents 213:21

previously 50:8

51:9 454:20

price 252:10

369:11 372:10

377:16 382:17

432:2

principal 68:8

101:9 108:21

202:4 220:17

223:13 252:8

252:12,15,20

253:1,14

259:24 261:8

266:18,23

267:4 285:3,7

286:9,16,22

422:3,22

principle 133:10

prior 41:15,15

42:12 57:11

62:8 63:7

254:20 255:1

258:14 262:20

262:22 340:4

341:3 392:16

433:1,11

434:13,17

442:6 445:3

471:24

privileged 19:6

130:20 349:9

probably 28:14

65:22 122:19

129:12 260:19

280:7 281:16

284:4 424:2

problem 88:20

139:13,17

145:10 147:13

148:7 153:2,5

168:8 212:22

250:15 281:1

282:3 445:18

problems 146:24

147:4,7,11

148:5 238:10

245:13

procedure 59:11

150:21

procedures 26:11

35:18 57:7

201:3

proceeding 97:18

172:3

proceedings

90:13 93:8

171:10 175:22

177:6

proceeds 255:23

256:13 260:9

process 20:10

25:22 43:7 44:6

55:18,20

198:10 381:16

405:4

processed 30:14

30:18

processing 12:7

12:24 74:18

75:11,18 77:18

81:10 153:21

285:19 309:7

336:1 338:11

342:20 346:20

348:24

produce 198:3

280:23 462:14

produced 83:7

274:4,13,14

276:10 280:5

281:17 356:21

382:3

product 19:21

73:5 88:13,24

132:21 135:8

252:4 259:22

297:9 330:16

331:14 471:22

production 5:15

104:6

products 84:14

91:10 297:21

professional 1:20

336:13 484:14

proficiency 74:24

profile 336:11

338:2,3,7

profit 84:12,16

86:5 209:5

profitability

207:19

profits 83:6

208:3

program 330:10

376:13

prohibits 213:12

project 380:6

394:17 395:20

401:7 414:19

projected 103:8

projects 379:18

413:10

prolonging

439:22

pronounce

109:17

pronouncing

109:13

properly 297:10

properties

241:13

property 153:24

242:3

proportion 53:21

proportionality

175:14

proportionate

57:17 305:20

434:5 459:1

proposed 161:10

provide 75:12

78:4 199:8

200:3,5 278:3

294:5 295:14

365:7 427:1

436:1 458:22

459:11 479:12

provided 50:11

68:4,11 69:12

188:6 198:22

199:5 200:8,11

253:21 259:24

303:20 312:2

331:8 343:13

355:9 356:18

358:23 359:3

360:5 361:1,8

362:16 365:3,6

365:8,19

377:16 379:16

381:5,24 382:9

394:6 396:18

432:19 433:23

438:1,10 445:4

451:8,17

460:21 464:7

464:10,11

474:10

provides 81:11

224:10 293:24

317:6

providing 95:12

95:23 109:2

113:14 257:19

258:10 260:16

278:10 436:17

439:1 450:19

458:21 459:2

477:12

provision 127:6

213:20

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proxy 342:19

public 1:21 133:2

133:5,13

484:15

publicly 281:3

296:24

publicly-traded

74:3

published 336:21

pull 136:17

142:13 238:8

250:13,21

251:12 272:16

273:2 279:24

307:18 320:6

336:7 341:23

344:16,18,18

345:18 348:14

367:13 368:17

404:14 442:24

481:9

pulled 470:6

punitive 213:1

216:8

purchase 252:10

254:13 263:3

369:10 372:10

376:2 377:1,16

382:17 383:15

383:17 385:1

385:15 412:19

417:11 421:22

432:2 435:7,9

461:23 477:19

479:12

purchased 98:10

256:2,19 375:1

378:7 381:11

385:7 386:2,16

387:6 393:16

397:15 404:18

417:14 424:3

427:12 432:3

433:18 435:19

435:21 438:18

473:9,14,16

purchasing 58:6

201:14 256:5,7

256:8 259:8,17

373:12 378:21

384:5,6 388:9

395:3,15 398:6

399:12,22

413:2 433:13

435:23 438:12

438:21 442:5

461:12

purport 231:4

purported

361:20

purportedly 29:4

44:15

purpose 94:17

220:18 303:13

303:19

purposes 112:7

121:12 200:16

251:24 256:6

pursuant 1:16

124:21 171:1

232:4,9 234:1

293:6

purview 241:2

put 18:21 26:2

33:16 44:11

56:16,16 98:18

98:23 143:3

150:16 199:13

203:4 234:16

258:23 259:22

261:8 277:1

311:15,18

324:13 418:11

429:11 465:8

476:2

puts 103:19

putting 98:8

206:18 389:2

471:3

Q

QC 474:23

qualifications

102:9

qualified 57:9

question 5:20

34:12 42:16,18

44:11 57:4 58:9

58:17 60:4,15

63:12,14,16,18

63:18 80:10

84:23,24,24

91:20 93:23

94:12,22,24

100:19 104:9

107:11 111:8

112:11 113:4,5

119:7 123:7

127:9,16

129:14 143:22

145:15 151:8

151:10 175:15

176:21 181:22

194:23 195:2

207:16,16

208:12 210:18

210:21 211:1,4

211:18,21

214:4,6,9,15

215:3,9 221:5

227:10,17,19

228:16 229:21

230:14 231:8

231:14 232:4

233:21 234:6

237:9 246:12

246:22 247:7,8

259:7,13 261:2

272:12 275:14

275:21 280:4

281:10 282:2

283:14 284:12

293:17,19,21

294:18 295:10

300:14 301:1,3

301:8,14,22

302:13,18

304:15,17

314:22 339:17

340:17 341:9

349:18 350:1

353:16 364:10

364:14,19

380:20 382:14

390:10 393:18

465:12

questioning

442:18

questions 9:22

43:21 59:23,23

59:24 60:3 94:2

112:13,19

216:22 230:4

232:17 234:13

235:6 239:6

272:3,5 274:17

280:15 283:18

283:22 324:19

325:17 339:3

341:7 352:1

381:1 454:14

454:19 482:19

queue 88:16

quick 177:14

216:15 332:14

quickly 179:18

483:3

quite 44:9

R

R 2:1,2

racketeering

351:22

radio 289:22

raise 351:1

raised 146:18

ran 194:17

244:12

random 194:10

rate 54:17,21

101:10 113:24

114:3,17,19,20

115:2,10,19

169:18 183:4

252:24 253:3,8

253:15,18,21

253:23,24

254:2,8,24

255:4,11,12,15

258:4,13,14

264:13 269:19

273:17,18,23

275:2,8,10

277:1,3,11,15

277:19 278:10

278:15,16

279:6,6 298:12

348:10 353:12

365:23 373:2

394:3 428:21

434:5

rates 113:20

254:19 275:11

278:3,14

296:19 298:4

ratio 52:15

reached 46:2

read 126:7,22

127:5,12

142:10 152:22

174:4 176:18

211:3,6 212:20

213:15 239:17

239:19,22

240:6 245:4,5,5

245:23 266:4

308:4 319:15

346:4 349:15

350:9,11

352:14 376:24

377:3,8 388:15

481:12

reading 254:5,6

352:16 390:4,6

450:12

reads 349:23

real 160:13

177:14 332:13

333:4 334:14

334:16

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realize 349:17

really 9:7 38:3

95:20 100:8

126:4,6 142:14

145:8 173:20

243:17 245:17

258:20,21

259:8 265:4,8

265:11 268:14

286:8,11

308:22 309:8

319:18 321:24

322:12,24

323:1,7 327:13

327:23 332:23

334:5,10 345:5

346:24 347:8

379:2,5 391:17

392:8 393:7

395:6 400:14

413:19 424:10

429:6 433:4,19

437:24 439:14

439:18 480:12

realm 116:14

reason 23:2

35:21 121:2

231:3 308:13

308:16 317:15

323:5 327:22

332:19 337:3

341:19 349:6

353:11 400:7

433:8 476:5

reasonable 46:10

175:21 428:11

reassess 253:2,15

264:12 348:10

reassessed

253:19 254:9

reassessing

258:13

rebuying 435:18

recall 50:14 60:7

64:15,16,19

283:4 358:2,5

359:6,13 367:8

receipts 259:8

377:18,24

378:7 379:5

383:14 385:6

385:15 386:2,3

386:5 387:12

388:1 401:6

412:19 417:14

422:7 424:2

425:16 426:13

432:8 435:7

438:17

receipt's 256:18

receivable 92:15

101:14 103:22

106:13 108:9

201:11,17,19

201:20 202:12

202:20 203:1,7

203:9,16,23

204:8,10 205:1

205:6,12,23

206:21 257:18

257:21 258:8

372:1,11 373:7

376:6,15 377:2

380:5 382:15

382:19 387:5

388:22 392:14

394:16 396:3

399:23 401:17

407:24 408:9

408:12 412:12

425:10,11

433:14 440:23

453:3 461:17

479:17 482:2

receivables 51:4

52:12 53:10,18

54:4,7,11,14,17

54:23 55:9,11

55:19 57:16,20

58:7,8 59:11

67:11,17,21

69:24 84:10

87:6,8 89:9,12

89:20 90:4,15

92:23,24 93:6,9

95:16 97:23

98:9,21 103:10

104:3,6 114:22

201:13 206:13

206:14,19

207:24 208:23

209:1,5 220:6

254:13 255:17

255:20,24

256:10 257:6

257:12 258:3,4

260:7,12 264:8

369:18 370:19

371:11,14,18

371:23 372:14

372:19 373:11

373:13 374:8

375:5,16 376:3

376:8 378:13

378:18 379:9

379:10,17

380:15,19

381:11,23

382:4,9,12

383:18,21

387:1,19 388:9

388:13,17,18

389:15,21,22

390:9,11,19

391:1,2 392:9

392:23 393:2

393:15,20,23

394:3 395:4,7

395:11,13

399:11 403:18

408:6 427:3,12

432:22 433:1

433:16,18

435:17,18,21

435:22 436:3,7

438:11 439:23

440:9,15,18,24

441:13 442:2,5

459:3,9,12

461:4,24

463:23 471:13

473:8,13,14,16

474:4,6,12

475:21 476:8

476:11,14,21

477:17,19

478:12 479:5

479:10,13

480:24 481:4,5

receive 12:19,22

252:9 254:15

257:9 421:24

479:9,14

received 73:3

93:9 258:8

268:18 312:8

376:16 448:22

466:15 467:21

468:15 469:20

receiving 360:8

371:19

Recess 107:23

217:7 284:14

332:16 353:20

442:23 445:24

465:15

Recipient 299:19

recipients 308:21

recognition

119:4,12 120:2

recognize 122:16

123:2 205:22

recognized 116:6

118:6 128:1

129:17

recognizing

115:8 120:17

recollection

49:18 156:10

250:1

recommended

258:24

reconcile 46:24

93:6 242:2

reconciled 47:20

198:17,20

346:22

reconciliation

46:22 47:10

92:17 184:13

397:19

reconciling 184:6

reconsider 126:9

record 20:16

75:22 82:12

133:2,5,14

147:18 181:17

199:18 202:6

202:10 211:6

343:9 357:9

444:7

recorded 22:21

193:13 197:24

198:20 201:8

201:10,16,18

201:23 202:5

207:14

records 43:16

200:19 208:13

221:20,21

246:7,9,19

247:3 277:5

446:10

recourse 377:3

recover 99:1

106:13 130:5

recovered 92:18

93:4

Recruiting 22:4

164:5,8 224:7

248:15 309:7

309:10 310:17

311:7 321:6

redo 366:9

reduce 104:5

reduced 37:23

refactoring

480:17

refer 86:5,8,12

354:9 355:8

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433:20 437:23

referables 175:14

reference 105:5

251:8

referred 87:13

254:18 444:18

referring 39:2

40:5 46:2 49:7

52:15 64:22

83:4 109:16

200:22 273:19

275:5 354:4

399:13 418:17

458:18 465:19

475:14

refers 261:15

reflect 98:13

181:1 190:3

261:9

reflected 41:20

194:21 380:8

394:14

reflecting 198:4

reflective 395:23

reflects 153:13

395:21

refresh 330:3

refusing 77:6,10

210:24 211:20

232:7 233:23

292:11 339:5

regarding 8:24

9:1 21:2,9

38:19 124:20

210:15 349:24

regards 222:18

331:4

Registered 1:20

484:14

regular 30:13

72:11 108:10

215:23 348:9

383:7,10

436:11

regularly 21:4,8

30:17 106:16

155:22 254:22

290:20 291:11

365:11

relate 221:16

related 171:10

175:6 179:6

230:20 235:1

286:24 311:23

relating 142:15

303:7 377:21

relation 445:6

relations 165:5

relationship

111:4 150:16

163:14 262:5

265:6 279:19

308:24 310:11

311:1 329:12

406:21

relative 255:6

relevance 216:12

216:23 265:21

433:10

relevant 8:7 9:3

214:16 246:13

298:19 302:5

302:15 303:5

306:12 442:14

reload 432:23

433:22 477:10

479:8

reloaded 392:5

392:12

reloading 393:20

reloads 391:23

435:10

relying 465:4

remaining 92:9

474:8

remake 262:23

remarkably

141:8

remedies 106:12

171:9 172:15

remember

249:20 312:10

333:10 354:12

372:21 413:8

429:8 431:5

476:7

remembering

162:16

remit 258:9

remitted 256:13

remitting 380:19

Remote 1:14

remotely 176:15

removed 245:12

renders 73:5

renegotiating

482:2

rent 91:9 204:21

rental 204:19,23

205:17

rents 478:18

rep 185:9 188:10

repaid 259:5

repay 256:11

repayable 100:3

100:8 101:2

repaying 433:1

repeat 364:18

419:20 420:2

replace 190:8

244:22

replacing 473:6

report 118:7

121:3,22

134:21,22

207:3

reported 118:3

118:16

reporter 1:20,21

119:6 136:17

211:3 259:11

284:4 400:12

400:14 447:15

464:22 465:5

480:12 482:24

483:6 484:14

484:14,15,24

reporting 108:5

120:20 122:9

205:5 245:16

reports 84:1

348:1

represent 128:21

152:1 153:14

166:14 261:5

298:3,11 315:6

333:15 370:3

representation

42:14 149:20

152:16 153:3

167:8,23 168:3

297:3,7,16

300:6 315:7,16

representations

42:19 274:11

274:16 279:8

296:23 316:16

representative

26:23 56:16

70:6 170:15

185:23 317:23

representatives

309:19

represented

134:4,9 151:20

165:15 176:17

211:13 277:14

452:9

representing

31:9 112:3

132:8 171:19

174:13,14,21

314:16 315:1

317:16 320:1

327:19 329:10

337:4 343:3

represents

277:21 278:2

329:5 440:1

reproduction

484:22

reps 157:3

repurchasing

433:17 473:8

request 5:15

196:13

requested 200:14

413:15

require 333:21

required 17:11

50:12 69:7

105:17 175:22

190:7 344:5

386:17

requirement

122:12 150:19

requirements

190:4

reserve 175:5

reserves 95:15

residency 222:4

resident 158:23

159:6 241:21

242:6

resides 287:21

resolution 42:2

Resources 22:5

164:6,9 224:7

309:8,11

310:17 311:8

321:6

respect 43:3

124:6 176:13

187:17 192:20

219:9 291:20

302:22

responded

217:17,18

463:19

Respondents

3:10

response 3:9

135:18

responses 276:11

responsibilities

108:13 155:14

163:13 164:10

165:2 199:23

responsibility

164:15 178:11

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responsible 34:6

120:20 135:20

135:24 136:11

146:7 228:6

248:19 312:5

317:3

responsive

311:13

rest 68:24 103:20

268:6 284:5

restaurant 95:6

96:2,3,4

restructure 14:1

182:20

restructured

64:24

restructuring

39:3 45:14

433:23

result 84:20

161:4,18

208:12

results 430:24

431:2

resume 217:18

resumed 96:21

retained 177:1

386:6

retract 62:7

181:18

return 109:3

277:10

returned 30:14

47:22 189:21

253:2,14

returns 30:21

revenue 54:2

55:24 56:8,13

56:19,22 58:12

59:5 66:21,23

69:8 70:15

71:20 73:7

82:19 83:2,4,22

84:5,9,19 85:7

85:20 86:5,6,9

97:13 103:18

120:17 121:11

203:21 205:7

257:2 365:10

379:12,18

478:21

revenues 52:19

53:12 70:3,7,12

70:18,21,24

72:19 83:7,16

84:3,18 96:20

104:2 429:1

431:7 439:21

476:7,9 478:20

review 25:9

26:12 29:21

44:6 49:2 55:17

66:13 137:5,10

144:15 282:21

356:3,9 416:4

469:1,3 474:24

reviewed 25:14

25:24 26:15,19

35:15 64:12

88:4,7 144:5,5

144:7 168:22

170:12 180:13

195:19 196:11

196:20 287:23

336:20 355:13

358:3,4,6

359:14 390:24

reviewing 67:4

466:12

reviews 43:8

revise 394:18

re-upped 472:3

RICO 9:14

119:21 123:19

right 7:14 9:12

9:14,24 10:3,11

11:11 14:4,23

16:3 17:17

18:10,23 20:17

20:18 22:12

23:10,11 24:9

24:10 25:21

28:7 30:10 34:7

38:13,14,15

40:1,14,15,16

40:21 41:22

45:3,18 48:14

50:8,17 51:18

53:6,12 54:11

54:14,23 55:2

55:13 56:9

58:14,24 59:6

61:6,13 63:4,8

63:19 64:3,7,17

64:20 68:14,18

69:8,20 70:4

73:10 74:21,24

75:6 82:4,11,14

84:3,6,7,11,17

85:8,9,11,12,24

86:3,4,18 87:22

88:17,18,20

89:9 90:6 93:1

98:10 99:16

100:4,20 101:3

101:23 102:5

104:12,24

105:6,10,18,20

106:7,8,11

107:17,18

110:20,21

113:7 115:1,5

115:21 117:7

117:12,22

119:24 120:21

121:6,15 123:4

123:13 124:10

126:10 129:12

131:19,24

132:3,6,10,10

132:17 136:6,9

136:21 138:5

138:21,22,23

139:9,13 142:9

142:16,18

143:6,19,24

144:11,14,23

145:8 148:21

148:22 152:9

156:18,19

157:7,8 158:1

158:17 159:5

159:14 160:19

161:15,20

163:10 165:10

165:20,23

166:11 168:12

169:11 171:19

171:21 173:24

174:1,2,6,8,11

174:12,22

177:9,12,23

178:3,5,9,19,23

179:3,8,9,23,24

180:11,11,14

180:18,24

181:6,9 182:21

183:24 184:1

184:24 185:1

186:13 188:6

188:15 189:11

189:24 192:11

192:14 193:1

194:5 195:20

196:3 197:23

202:9 204:5,23

205:1 206:6

208:5,24

209:24 214:4

216:14 219:14

219:19 220:19

221:1,3,6,10,22

221:24 222:4,7

222:8,16,22

223:2,8,9 224:9

225:21 226:11

227:7,24 229:4

229:22 234:8

234:17 237:18

238:8 240:3,18

240:20,21,24

240:24 241:22

242:19,20

243:12,13,22

244:4,17 245:2

245:24 246:10

249:11,14,17

249:18 251:13

252:10,12,16

252:20,21,22

253:3 256:15

257:24 260:19

260:24 262:8

262:13 263:13

263:14,15,16

263:19,24

264:9 266:1,18

266:20 267:2,2

267:3,5 268:3,4

268:15,19,20

268:24 269:1,2

269:7,8,11,21

270:2,8,12,15

270:19,23

271:3,5,8,10

272:14 273:24

274:9 276:22

276:23 277:4,7

279:9 282:1,6

282:14,17

284:18,21

285:6,8,9

286:11,20

287:1,13,16,19

287:22,24

288:4,24 289:8

289:9,19,24

290:9,13,17

292:2,15,22

294:11,15

295:12,18,19

296:2 299:11

303:22 304:1

305:13 306:3

306:17 307:16

307:17 308:11

308:12 309:9

310:3,7,18

312:9,23 313:1

313:7,16

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314:20,23

315:5,7,10,16

315:19,22,24

316:7,9,12,13

317:5,9,12,13

318:4,8,9,11

319:9,14 320:2

321:7,14 322:1

323:13,16,21

325:8,12

326:20,21

327:13 328:3

328:12,23

329:6,19,21

330:21 331:10

332:4,10,11,12

332:18 333:5

334:3,6,10,15

334:21 335:19

336:4,21,24

337:1,24 338:2

338:16,19

341:14,22

342:4,23 343:8

343:13,16,24

344:3,6,13,24

345:3,5,12,15

346:13 349:3

349:11 352:13

353:5,9,17

357:13,22,24

360:15,19,20

360:21 361:5

361:17 362:7

362:20,23

363:1 366:23

367:3,20,21

368:5,10,10,13

368:24 369:19

369:24 370:4,5

370:8,20 371:4

371:6,12

373:16,17

374:12,21,22

375:2,6,8,13,23

378:13,18,19

378:22 379:12

380:2 381:14

381:18 382:7

382:16 383:4

383:15 384:13

384:19,21,24

385:2,8,21

386:5,13 387:6

387:10,18

388:4,14,17,23

389:15,18,21

393:1 394:4,24

395:6,12,13,15

396:8,12,19

397:5,7,12,15

398:2,8,11,15

398:19 399:3

399:17,18

400:1,12,19,24

402:1,7,16

404:2,19 405:1

405:2,24 406:4

406:9 407:12

407:15 408:13

408:16,23

409:6,22 410:9

410:10,15,17

411:10,17

412:6,17,18,21

412:22 414:8

414:14,20

415:2,10,13,14

415:19,20

417:9,10,17,18

417:20 418:1

419:6,14 420:3

420:10,11,24

420:24 421:3,8

421:13,15,17

422:4,8,20

423:14,18,20

424:8,15,22

425:17 426:8

426:14 427:14

427:17 428:8

429:21,22,24

430:4,12,13,14

431:2,3,4,7,11

431:12,18,19

431:21,23

432:4,5,8

434:15 435:8

435:10,19

437:15,20

438:17 439:5

440:5,11,13,20

441:4,9,15,16

442:16,22

443:21 445:10

446:16,19,22

447:1,8,24

448:1 449:13

449:21 450:10

450:16 451:15

451:20,23,24

452:4,12,16

453:12,13,16

453:17,20,24

454:4,17,21

455:10 456:5,7

456:11,15

457:3 458:11

459:8,23,23

460:12 462:8,9

462:22 463:7

463:24 464:6

464:11,18,22

465:17 466:10

466:11 467:8

467:11,16,18

468:5 471:15

473:24 474:11

475:10,12,24

476:22 477:4,5

478:13 479:19

479:19,20,21

480:2,6,24

482:13

rights 377:19

438:23

ring 110:18

131:21,23

132:7 133:16

risk 10:16 125:23

236:1 434:9

436:18

road 401:8 467:4

role 160:15 229:7

339:14,24

Rollins 328:16

Ron 160:11,14

162:22,23

163:1 334:9,11

room 40:7,10,12

ROTHSCHILD

2:7

rough 413:22

439:18

roughly 157:13

404:1,3,6

405:15,21

406:9 407:5

410:3,8 411:16

412:21 413:12

414:19 415:14

415:18 419:14

424:21,23

430:11 441:17

449:3

routine 21:9

26:11 122:8,15

382:24

routinely 62:11

62:14,17

418:10

RPR 484:13

RTR 98:14

102:19 103:8

412:19

Rule 288:13,17

rules 63:21

150:20

run 72:10 160:5

224:1,6,8 331:5

running 205:14

205:15 206:10

runs 160:1

243:21,24

S

S 1:19 2:1 3:7

484:13

sake 85:18 123:4

397:18

salary 478:21

sale 54:11 89:8

96:3,4 220:5

377:2 435:7,9

sales 21:17 22:2,3

84:20 155:11

157:2 159:13

159:17,18

164:2,23 165:4

185:13,23

243:6,23 244:2

248:14,23

249:3 290:8

295:14,16

320:15,19

321:2,8,12,14

321:15,18

325:4,23

326:19 327:16

327:20,24

329:13

salesperson

292:3

salespersons

292:3

salon 244:24

sample 465:20

466:1

Sanchez's 231:13

sanction 10:17

249:22

sanctioned

249:10

sanctions 10:10

10:20 78:10

94:11 236:10

236:16 237:22

Sarasota 230:16

230:18 231:24

Sartain 287:18

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satisfied 203:6

468:10

satisfy 256:14

satisfying 72:12

saw 40:11 66:21

207:2

saying 37:19 40:8

46:19,23 49:8

52:18 59:10

65:15 94:21

103:8 111:15

112:12 122:18

131:13 139:6

155:21,23

196:6 202:19

207:23 212:5

222:17 255:14

260:8 262:14

264:4 278:8

306:19 313:8

351:2 358:21

360:11 361:3

361:24 362:1

363:15 366:7

372:17 373:20

375:14 381:5

384:7 386:23

387:1,11,16

389:3 390:5

393:19 395:19

397:23 402:3

408:17 427:19

442:4 454:10

455:18 456:4

456:17,20

458:5 460:11

462:3,11,24

463:8 471:2

479:11

says 63:1,11,11

93:17 104:22

106:20 112:16

124:16 148:19

168:15 169:16

170:21 177:17

187:23 210:12

225:17 232:14

232:15 241:24

242:10 244:11

244:20 252:19

253:1,13 285:2

286:9,24 288:2

288:8,12

289:11 292:2

295:17 302:21

308:14,17

313:12,18

320:10,14

323:24 324:3

326:15,18

328:11 345:2

345:10 349:21

352:11,20

354:11 355:1

360:3 369:8

372:12 373:12

373:17 374:12

374:14 375:23

378:16 379:3

388:12 389:16

389:20 390:7

395:1,3,14

432:13 437:13

446:21 448:11

450:9 453:7

457:10,14

459:6

scam 153:23

154:8,9

scary 272:2

scenario 97:14

98:5

schedule 50:11

50:19 51:4

59:20 105:16

172:14,18

186:20 187:3

190:2 196:11

372:1 381:7

382:9 391:2

433:21 437:1,5

437:24 443:10

444:17,22

448:10 449:16

450:3,18,23

451:7,14,23

452:4,8 453:5

455:8,9 456:4,6

457:10 458:12

458:16,17

460:1,12,20

461:2,7 462:15

464:3,11,13,16

465:1 466:6

469:22 472:14

scheduled 466:2

schedules 403:19

469:7

scope 27:4 34:20

43:20 75:11

78:18 80:2

118:11 124:9

226:19,24

227:9 229:14

231:11 234:8

283:21 394:17

440:17 441:1

scratch 262:24

screen 140:9,24

145:1

scroll 138:1

179:15 240:1

273:6

search 277:5

311:6,12

SEC 3:15 282:14

284:23 285:21

285:24 300:7

305:7 327:1,21

second 33:1

188:17 238:23

272:23 273:4

280:3 308:1,7,8

315:14 337:10

350:7,10 351:6

353:17 436:24

465:10 475:9

477:8 481:12

481:13

section 124:21

127:12 293:6

sects 139:24

secure 254:14

secured 124:19

210:14 291:20

securities 282:19

283:3,5,6

288:23 300:8

303:13 305:3

security 256:3

257:23 259:16

259:21

see 28:12 39:22

59:3 86:22

94:19 96:20

97:22 98:3

103:10,14

111:2 136:19

137:2 138:5

139:23 140:1

140:19,20

141:6 142:14

142:17 146:24

147:4,14,20

148:2 166:3

168:8,20

169:21 170:3

171:3 172:18

174:17 177:18

177:20 178:2

178:18 179:14

180:6 182:14

188:21 189:16

191:22,24

203:20 213:11

217:16 238:9

244:16 253:16

254:4 264:23

273:4,8,16,18

273:22 274:6

275:1,4,6

276:21 280:9

283:19 285:5

285:13 286:16

288:5,14

290:10 300:10

308:2,9 316:6

320:12,16,21

325:6 326:1

328:4,6 337:17

344:17 346:14

352:8,9,24

356:20 357:9,9

369:15 375:10

382:3 389:11

396:14 401:10

403:18 404:9

424:14 432:13

447:20 448:9

448:10 451:23

452:3 455:4

458:7,23 467:5

467:24

seeing 239:1

403:17 458:20

seek 99:5 106:11

161:17

seen 198:7

238:15 273:10

273:12 296:8

296:12 307:21

320:8 322:17

325:1 330:6

342:1 344:21

345:23 348:17

369:1 443:5

452:8,12 464:4

464:5

sell 84:21 85:5

99:15

seller 377:2,12,17

377:22 387:23

seller's 379:4

seller/merchant

378:8

selling 387:17,17

393:12,22

sells 377:13

378:17 379:3

387:24

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semantics 85:18

send 203:10

310:22 367:23

sending 60:7

122:4,6 209:10

sense 104:3 106:1

144:12 204:17

330:18 386:18

393:11 396:4

428:16 440:6

476:13 477:21

sent 55:7 59:18

59:20 60:10

64:14 118:8

203:17 249:21

258:10 314:15

331:18 332:3

332:10 368:19

443:1 468:1,2

481:10

sentence 377:4

separate 157:4

209:9 425:18

441:10,11,23

separately

341:13

September

194:12 195:23

series 118:21

serve 150:3

served 133:23

337:13

serves 321:9

327:16

service 82:10

105:22 130:1

285:23 319:11

345:7 357:4

358:23 438:3

services 1:23

73:5 74:19

75:12 81:11

84:15 148:14

servicing 148:13

150:11,16

152:3,8 153:13

169:4,6,7

serving 16:14

set 79:23 96:14

102:15 231:12

291:19 447:17

setting 243:14

seven 357:12

359:18 416:14

461:6

SGNA 86:10

478:17

shake 237:12,17

sham 58:5

shams 58:16

Shane 2:2 59:23

94:1 97:11

111:24 143:16

145:21 166:1

176:18 236:8

325:16 351:16

353:14,14,15

353:15 401:21

444:8 449:7

454:12 465:7

478:2 480:15

Shane@Parfu...

318:8

share 108:23

276:5,15

464:20

shared 111:13

126:17 156:18

shares 124:18

210:13

sharing 250:17

250:22

sheet 41:21 205:5

206:11 207:7

209:7,15

210:20

sheets 199:9

208:3

She'd 271:8

Shlepin 33:5

short 100:1

shorter 275:12

376:16

shortly 442:20

show 3:10 44:13

125:16 182:6

182:10 186:14

196:14 208:2

213:20 246:9

396:10 431:8

443:8,13

showed 355:4,23

371:21 380:13

showing 197:21

356:22

shows 460:17

shut 93:18 96:4

96:24 98:1

shutdown 93:16

96:9

sic 50:23 280:5

side 237:18,19

240:18 243:23

244:13

sideways 470:6

471:21

side-by-side

316:5

sign 27:11 28:17

38:24 39:11

60:20 138:9,11

142:19 226:7,8

226:9 282:19

signatory 25:8

signature 26:17

27:10,12,20

134:8 138:12

138:15 139:2

139:11 140:1

142:7 178:22

250:6,8

signatures 27:24

139:22 141:23

144:10,16

145:6,13 179:2

signed 25:1,11

27:19 28:5,8

29:4,4,12,13

43:14 55:6

57:10,22 66:16

138:6 141:12

142:22 143:4

144:21 250:10

282:16,22

283:1 284:18

327:2 342:4

449:15 451:8

474:16

significant 30:23

signing 29:17

Signor 142:11

silo 376:4

similar 141:8

179:4 205:9

252:3 255:8

432:23 458:14

simple 476:18

simply 228:20

single 47:24

181:16 226:5

373:23 396:6

402:9 403:10

416:2 478:15

Sir 329:17

353:22

sister 12:1

sit 21:15 24:5

34:4 49:5 55:22

176:5 214:12

297:18 359:9

359:16

sits 21:16,18 24:7

457:9

sitting 38:17 51:7

440:24

situation 129:13

situations 102:1

six 101:12 236:17

355:5 357:12

size 288:2

skewed 447:3

skip 416:11

417:21

slow 104:2

small 30:20

116:16,19

161:4 192:17

194:11 330:14

477:13

smart 389:9

solar 338:21,23

339:15 340:1

341:3

sold 83:9 264:8

378:12 393:21

425:16

sole 109:6 158:5

220:18 224:23

240:21 241:1

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solely 49:15

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Solutions 1:8 4:2

74:13 77:13

124:18 149:17

150:7 152:8

153:10 168:16

169:5 242:21

285:11 286:18

337:14

solvency 213:22

solvent 210:3

211:14 212:1

212:11 213:13

214:2,12,19

215:5,7,16

somewheres

47:11 388:15

sorry 12:20,22

19:10 21:18

91:12 119:6

166:4 177:15

238:24 244:8

259:11 307:12

349:17 445:17

sort 37:24 45:12

83:3,11 89:15

92:17 96:19

108:21 117:24

196:15

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sorts 478:18

sound 56:9

sounds 50:16

51:21 56:7

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11:9 12:6,12,15

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14:3 15:8,16,19

15:20 16:2,15

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163:15,22

224:8,9 233:8

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spell 32:19 33:6

spend 81:17

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spent 481:18

spirit 330:15

376:22

spoke 21:1

217:14 219:5

spread 434:8

spreadsheet 3:14

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square 156:23

staff 20:7 134:1

159:13,17

438:9

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stamp 280:9

stamped 280:14

280:16

stand 26:3 143:3

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standard 206:3

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standpoint

243:19 390:23

stands 292:9

start 35:21 46:15

97:4 194:10

284:22 388:6

400:17 474:22

started 244:23

367:2 453:19

state 17:24 54:10

93:15 95:5

103:2 159:3

270:2,5 271:9

343:9 387:23

stated 254:2

352:7 379:24

462:6

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60:5 84:23

126:20 169:2

170:10,16

181:19 209:8

241:7 242:15

242:24 243:8

245:1,14,18

248:6,12

277:23,23,24

278:4,5 285:16

296:20 298:16

298:19 299:15

313:23 314:12

321:13 324:14

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351:8 352:9

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static 379:12

status 37:12 43:8

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stop 34:18 93:18

117:11 123:18

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stopped 118:17

119:17 121:16

137:18 194:4

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string 3:16,20,22

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sublease 7:17

submitted 25:23

245:19 380:14

subpoena 199:13

246:7,8,18

247:2

subpoenaed

221:19

subsequent 41:24

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S-H-L-E-P-I-N

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team 50:1 65:11

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templates 262:21

ten 76:12,13,14

77:4 240:15

402:5 403:6,22

406:24 424:17

439:21 442:19

461:16 467:16

478:4

tense 233:10

term 87:13 88:1

102:15,22,23

103:2,24

104:12,16

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terminated

135:10,13,19

233:11,14,16

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thousand 249:16

thousands 43:13

44:13 128:18

threaten 237:7

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402:24 410:2,3

411:16,23

426:18 427:4

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threshold 274:17

throw 91:11

tidy 427:6

tie 402:2

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429:20

time 7:23 8:7 9:3

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17:2,21 21:5

28:4 32:15

56:12 68:2

72:12 74:2

78:14 79:5,15

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231:11 234:13

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314:7 338:4

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436:16 439:24

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460:8,10 461:8

466:22 470:21

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timeframe 207:8

218:23

times 6:11 21:1,7

40:10 53:3

126:1 127:11

151:10,18

156:2,3 183:18

236:16 241:10

296:14 357:13

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364:24 365:20

365:22,24

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401:19 402:21

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472:19

today 14:21

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38:17 49:3,6

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148:9 214:13

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452:12

told 94:23 117:16

124:14 125:13

167:6 297:20

350:13,15,16

463:9

top 86:6 274:6

275:4 323:24

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topics 80:3

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total 183:22

184:17 185:3

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totally 67:10

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totals 408:15

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94:14

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241:6,6 244:18

246:16,17,24

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266:15 274:17

277:22 278:4

283:16 287:6

288:16 296:20

298:15,18

299:14 300:12

313:22 314:11

324:11 327:12

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341:2 343:19

345:5 352:5

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trued 48:2 471:1

truly 121:14

123:2

trust 109:9,11,20

109:24 110:2,4

110:5,7 158:9

158:12,15,17

199:8

truth 309:23

truthful 123:10

170:18 240:9

242:14,23

243:8 245:1

248:3,12

320:23 321:12

328:21 342:13

try 94:6 161:7

368:2,21

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trying 45:17 51:2

85:2,14 118:21

179:20 207:13

322:4 362:10

375:16 376:2

380:24 381:1

386:21 392:10

397:24 400:5

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turn 224:12

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turnaround

376:14

turns 380:16

twice 29:16

142:22 341:20

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two 7:3 29:18

36:15 77:19

101:13 102:3

108:18,20

132:11 133:22

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315:19 374:22

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386:14 409:4

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type 100:10,16

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180:18

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understand 9:13

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97:11 119:16

123:14,17

142:6 144:21

147:12 186:8

187:22 194:1

206:7 212:24

215:24 220:11

234:15 252:7

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478:11

understanding

17:16 28:9

49:12 72:8 88:9

123:23 150:18

151:6,15

162:24 166:18

166:21 176:23

182:16,23

187:21 193:5,7

193:19,22

228:4,18

248:17 261:12

266:14 271:15

271:21 274:15

311:20 345:15

418:7 460:22

462:9

understands

57:13 142:11

252:1 266:3

267:14 459:20

460:17 463:4

471:17

understood

47:20 57:8

259:3 267:9,11

267:16,19

268:2 471:21

482:10

underwrite

403:11

underwriter

31:21,23,24

33:12 258:22

266:10,11,14

401:18 430:20

underwriters

265:1 430:16

underwriting

20:9 25:14,24

43:7 53:17

55:18 56:18

57:7 59:3,4,8

59:10 65:5,15

65:17 72:3,15

98:16 185:13

258:24 262:19

264:20,22

357:3,10

358:24 365:13

372:18 376:11

381:16,20

382:2 383:11

390:3,6 395:9

396:9,11,14

403:1 404:22

405:4,6,23

413:20 414:5

415:22 418:9

422:13 424:5

424:11,14,19

425:13,13,21

426:16 430:8

430:18,21

438:3,9 447:4

452:18,21,23

underwritten

371:15 373:6

underwrote

370:22 389:23

undo 169:20

unheard 269:2

unintentional

312:22

unique 397:16

uniquely 28:8

418:12

unit 156:21

United 1:1

113:15

units 21:24

University 73:24

unsure 249:23

unsworn 142:15

179:7

untethered 67:11

untruthful 248:6

unusual 253:12

258:20 265:5

update 338:13

updated 338:5,19

393:6

upfront 260:14

use 82:24 85:19

87:6,6 88:7,10

88:16,19 94:16

108:16 200:10

262:21 280:24

284:4 289:14

302:22 303:8

303:21,24

304:4,7 307:2

308:19 319:12

319:17 322:8

333:7,11

334:13 368:15

402:15 404:3

427:18,23,24

428:10,11

429:5

uses 297:8

332:20 422:21

usual 48:17

264:20

usually 21:13

27:18 86:4,8

98:13 182:19

usury 270:2

utility 476:15

utter 58:5

V

v 1:7 4:3

vacated 137:15

vacuum 95:10

Vagnozzi 291:9

291:13 296:13

296:16 297:2

297:20 298:2

298:10

valid 327:24

453:1

value 98:14

101:15,19

260:14 390:20

398:9 401:8

413:15 429:6

values 410:4

variability

401:17 403:7

403:17 407:23

variable 402:4

403:14 413:9

variations 29:6

various 181:2

304:23 331:19

vehemently

186:9

vehicles 229:19

verbal 184:11

360:6

verbally 184:21

verbatim 267:7

verbiage 387:9

verification 25:2

25:11 26:18

27:1,2,12 28:6

29:18 30:1 43:3

178:18

verifications

28:1 29:3

verified 25:21

26:16 42:6,8,22

43:14 44:15,16

179:6

verify 26:5 28:17

424:5

version 262:20

464:10

versus 68:5

184:24 222:13

244:2 339:22

467:1,13 469:8

vice 329:5,7,14

Victoria 32:18

33:16

video 140:24

245:7

videographer

251:12

videos 296:9,12

violating 94:1

232:15 234:12

234:22 236:20

236:24 237:2

249:11

violation 10:21

111:8 112:13

112:19 124:1

violative 341:7

virtual 156:14

visible 254:1

Vision 338:21

339:14 341:3

volume 390:22

vouched 47:24

V-I-C-T-O-R-I...

32:20

W

wait 281:9

388:13,22

433:17

want 9:10 10:10

10:13 29:2

43:11 56:20

59:14 62:7 63:6

74:21 75:20,22

76:3 79:2 93:24

103:15 117:7

122:21 123:2,5

126:3 139:20

139:21 145:20

151:11 166:5

173:23 179:14

181:18,22

204:13 208:16

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210:17 214:7

215:15 217:9

225:12 235:16

237:4,6,7

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272:4,8 273:7

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310:2 325:17

325:19 328:16

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265:8 284:16

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276:16

wasn't 37:21

65:6 118:16

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watch 83:24

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204:17 207:23

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394:24 428:18

459:15 461:9

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ways 123:1

310:21

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296:10 323:19

336:23

websites 277:21

week 50:12 51:22

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55:6 58:13 60:2

65:1 93:14 96:7

96:7 466:16

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weekly 65:1

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weeks 50:13 53:4

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441:8

welcome 78:12

78:13 79:11

237:4 332:18

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20:7 22:23

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158:8,18

159:23 194:17

259:1 265:10

328:7 346:11

362:4 373:7

418:7 437:19

452:2 453:22

455:15 464:13

470:6 471:21

weren't 38:4

68:16 119:19

191:3,10 470:3

wet 138:12,14,16

139:1 141:24

145:12

we'll 107:19,21

175:23 177:4

216:16 217:2

235:13 257:10

280:15 303:2

324:16 368:14

372:3 394:23

414:23 427:9

455:16,17

464:22 465:6

we're 6:18 20:22

37:14 53:17

78:12,14 100:9

103:14 113:13

117:24 119:1

122:4,6 128:15

168:6 171:24

177:5 190:12

222:13 256:5,8

264:4 285:22

299:7 319:22

357:23 360:7

360:14 373:1

374:24 375:15

376:2,17,18

380:4 382:13

387:10 388:14

389:5,11 393:1

394:24 395:5

396:1,2 399:2

400:21 403:4

406:2,23

411:15 412:13

414:18 415:9

416:3,22,24

427:1 428:12

433:7,15,23

434:9 435:22

435:23 436:13

436:16,17,19

439:6,21

440:16,21

442:2,5,6,18

449:6,8 450:19

450:19 452:10

453:4 458:21

458:24 459:2

463:19 466:12

467:22,24

468:17 471:7

471:10 476:7

476:10,15

477:12,13,15

478:4,12,22

479:8,11

481:24

we've 176:10

186:7 231:6

251:1,2 262:5

285:18 374:19

392:21 434:22

445:2

whatsoever

230:23 393:12

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when's 30:16,17

218:10

WHITE 2:2

widget 85:5

wife 217:19

William 335:18

WILLIAMS 2:2

willing 427:1

wiped 96:9

wire 196:14

198:13 364:5

476:4

wired 467:13,14

wires 24:22

466:2,15

469:23

withdrawal

364:4

witness 5:4 13:21

16:12,24 17:14

18:3 19:10,24

22:14,21 23:17

25:13 26:9 27:6

27:18 28:11,22

29:8 31:16 32:9

37:6 39:14

40:23 41:7

42:20 43:6 44:5

44:20 45:3,11

45:20 46:6

51:11 52:6,14

53:16 54:16

55:16 57:6

58:18 62:4,19

64:3 68:10 69:2

69:10,22 71:23

77:8 81:4 83:19

87:9 88:22

89:14,22 90:11

91:2 92:12 93:3

95:11 96:16

97:9 98:12,23

99:8,18 100:6

101:5 102:7,17

104:14 105:2

105:12,20

106:10,23

112:12 114:13

116:1 117:1

118:20 119:11

122:3 123:13

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131:15 133:21

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149:13 150:1

151:24 152:12

153:19 157:21

158:8 159:16

162:8 164:12

164:17 165:12

166:17 167:10

167:17 171:16

172:22 173:16

174:19 176:22

182:9 185:21

186:3 188:3,8

191:6 192:23

193:18 194:7

195:11 196:18

197:7,14 201:7

202:1 208:15

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214:22 215:18

223:16 224:21

225:23 227:11

227:20 229:22

231:15 234:7

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270:10 276:1

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288:10 289:2

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300:16 301:2

304:16 310:9

310:20 313:3

316:2 318:24

322:7 323:4

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483:7 484:6,9

witnessed 298:7

wizard 51:20

56:7

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wonder 194:16

194:16

word 86:23 87:18

87:20 88:7,10

88:16,19

108:16,17

184:23,24

237:23 242:19

251:17,19

261:7,8 266:5

277:6 297:9

333:8,12

357:18 404:3

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words 69:17

82:22 83:1

144:3 228:14

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276:22 389:2

work 12:5 13:8

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160:18 162:1

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317:9,10 321:8

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157:1 158:3

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312:2 331:10

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113:14 118:24

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133:9 139:17

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276:23 277:6

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224:14 225:23

229:16 231:15

240:24 246:11

251:14 252:11

255:16 261:6

272:23 273:21

274:1 276:1,19

278:13 283:6

290:14 292:8

292:16 293:10

294:16 297:8

300:16,24

330:24 336:2

338:1,13 339:6

345:20 349:19

356:15 360:3

360:17 364:1

365:24 366:8

366:22,24

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377:10 381:3

388:2 391:10

391:18 392:4

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416:19 419:24

421:16 422:17

424:9 426:10

428:3 430:23

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year 28:3 30:22

36:2 56:4,8

58:24 59:5

102:3 107:9

118:13 129:11

129:18 244:15

262:4 328:18

475:1

years 101:13

102:3 264:14

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yesterday 31:24

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142:23 201:15

203:12 213:10

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288:15 346:16

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zero 97:13

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$200 116:21

$200,000 412:21

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$240,000 412:21

$250 197:11

$250,000 289:13

289:18 290:5

$270 313:19

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$313,000 400:1

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$350,000 50:12

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$400,000 394:11

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307:16 432:7

440:2,2,3,22

$50,000 204:20

204:21,24

426:14

$500 116:21

204:22 205:7

$500,000 203:11

203:20 412:12

412:17 413:6

414:1 427:9

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$550,000 459:22

$560 193:11

$578,000 173:8

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174:15,24

176:4,16

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$650 170:24

171:6 172:5,18

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$80 167:7 314:19

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0

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1

1 3:16 23:21

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1.4 275:2,6,8

1.5 93:14 99:16

202:16,18

203:16 275:6

1.8 257:24 260:13

263:9,12,18

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1:40 216:17

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10 52:11 53:9

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68:23 69:7,18

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261:3,4 262:14

262:15 265:13

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370:3,18

371:10,21

372:8,13,21

373:5,12 375:1

375:4 376:2

382:18 395:1

395:18,19,22

396:1,2 397:3

398:6,11,14

399:22,22,23

400:8,18,20,23

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413:21 415:16

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429:5,18 430:9

430:11 431:6,6

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439:13,14

440:1,11

441:12 446:24

461:12,15,18

462:7 463:2

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10.00 402:11

10/22/18 468:3

10/24/19 3:19

10:01 1:18

100 103:24

109:20 116:20

139:5 206:23

206:24 261:1

390:8 476:11

477:2

100,000 289:23

427:22 476:19

104 406:11

108 5:6

11 5:6,7,11,13

46:23 325:20

11-and-a-half

47:15 52:7

469:11,13

470:4

11.5 470:15

11:50 107:22

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110 5:6

111 5:7

12 3:9 82:2

117:10 169:16

238:9 250:11

290:12 305:18

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12,000 456:2

12,037 455:2

12,337 447:24

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12/19 346:8

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462:4

12/5/18 468:11

468:12

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123 5:7 447:23

124 447:24

13 91:4 170:21

130 5:7

131 5:7

137,000 467:6

14 4:2 5:7,8,10,12

136:17 328:4

368:2 424:21

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14th 261:22

350:16

14,525 455:3

140K 313:11

15 5:6,12 107:19

216:16 284:10

305:18 329:1

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15th 261:22

370:17

150 476:20

150,000 417:12

152 5:7

16 5:9,11,12

177:18 189:17

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16th 191:1

192:12 371:4

16,500 346:14

347:22 348:6

1650 2:3

167 370:10,13

17 5:8

18 5:7,10,10,11

142:14 156:7

183:24 184:4

185:15 429:18

1800 2:3

185 467:17

187 467:16

19 5:12 38:12,13

189:10 194:3

194:18,18,19

308:1 314:3

368:12 391:7,9

391:12 456:2

19th 191:1

343:24 350:7

431:18,20

441:4 453:20

19,000 363:24

19,995 364:5

437:19

19-3285 1:5

19103 2:4,8

19106 168:19

197 467:15

1990 328:13

1992 328:14

2

2 5:8,8,11 285:2

286:9 298:13

341:13 369:3

395:1 411:14

418:14,22

467:15 479:19

2nd 197:11

2(d) 124:22 293:6

2,500 156:23

2,750 371:12

375:13

2-and-a-half-a...

428:17

2.1 257:24 263:18

2.107 263:15

2.4 410:9 434:3

2.6 407:5,11

2.7 398:14

2.75 398:15

2/14 455:1

20 3:17 7:5 21:16

21:20,21 24:6

46:17 50:7 51:8

51:19 107:20

149:5 153:11

168:17 169:11

285:12 286:3

286:10,18

336:8 342:17

343:3 415:20

455:2 481:18

482:7

20th 2:8

20,000 360:4

2000 2:8 335:11

335:12

2009 74:8

2012 217:10,23

220:22 242:22

244:10,23

337:12

2016 23:18 74:17

2017 7:12,13,23

8:1 9:2 14:2,5

14:14 22:18

23:15,21 74:17

338:15 474:21

2018 9:5 14:16

16:20 17:10

56:19 79:18

80:22,23 114:8

114:11 151:18

155:2 157:12

162:4 207:8

214:19 215:1

218:23 298:20

301:17 308:2

314:4 343:24

350:2,3 370:18

371:4 375:5

429:14,16

430:12 431:5

441:4,9 474:23

474:23

2019 9:5 14:19

17:10 38:11

70:8,13,16,19

70:22 71:1,4,7

71:10,13,16

80:23 114:8,12

119:18,19

121:16,19,20

123:6 132:10

137:3,18,22

151:19 155:2

156:7 157:13

171:23 173:11

173:20 181:4

189:17 192:6

192:10 193:11

195:23 197:3

197:11 215:5

218:24 234:9

250:11 298:21

301:17 306:13

330:21 343:16

350:17 474:24

2020 1:12 17:11

78:20 79:24

118:14,17

119:23 121:4

128:2 129:9

172:1 213:9

283:20

205 1:16 6:24

207 5:7

210 5:8

210,000 417:15

211 5:8,8

212 5:8

214 5:8

215 5:8

215.299.2000 2:9

215.864.7000 2:4

216 5:9

22 3:20 73:17,18

75:6 344:19

397:7 427:13

427:15,17,22

452:2

226 5:9

228 5:9

23 5:6,9,12 330:3

427:17,22,23

447:20

230 5:9

232 5:9

233 5:9

234 5:10

238 3:9

24 5:7,10 81:21

313:10

24th 313:11

343:15 350:2

24605 420:8

25 3:21 345:21

250 3:13 197:14

26 283:20

2646 287:18

27,000 371:11

272 3:14

275 380:6 397:13

275,000 376:8

398:14

279,531 169:24

28 3:15 279:24

28,000 415:9

280 3:15 5:10

415:19

280,000 415:14

2806-11 407:4

2807-11 406:8

284 5:10

29 3:22 345:19,20

348:15

291 5:10,10

292 5:10,11

Case 9:20-cv-81205-RAR Document 20-2 Entered on FLSD Docket 07/27/2020 Page 172 of

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Page 50

29406-04 409:21

2946 399:4 404:7

2946-02 407:14

294601-01

397:20

295 5:11

296 5:11

297 5:11

3

3 5:9,9,10,11

284:12 399:24

399:24 409:22

410:20,20

411:14 415:8

3rd 7:5 21:16,20

21:21 24:6

137:3 149:6

153:11 168:18

169:11 285:12

286:3,10,18

342:18 343:4

350:2

3,500 346:12

347:22 353:3

354:18 355:16

359:10,22

360:12 363:24

367:2 446:22

447:24 448:4

453:15,23

456:14 458:10

460:5 462:6

463:1

3-and-a-half 68:3

68:7,17 468:18

468:21 469:14

470:11

3.1 399:24

3.5 421:12

3.8 462:5

3.89 432:2

30 1:12 277:16

278:4,11,14

296:19 298:5

30th 171:24,24

30(b)(6) 34:20

87:9 170:14

185:9 186:3

188:10 235:2

355:12

300 85:12

3002 415:20

301 5:11

302 5:11,12,12,12

303 5:12,12

305 5:12

307 3:16

30900 156:10

31 3:19 341:23

313 402:22 403:4

403:15

336 3:17

34 4:4 446:4

340 5:13

341 3:19

342 5:13

344 3:20

345 3:21

348 3:22

35 50:13

350,000 51:19

3500 156:12

36 324:22 419:1

368 4:2

37 73:21

4

4 3:13 5:6,8,13

55:10 114:21

115:19 195:23

241:4 242:10

250:21 288:6,7

298:13,24

416:9

4th 78:19 79:24

213:8

4,000 331:18

332:3

4.2 420:18

4.6 414:24

4:10 332:15

400 449:4 450:6

450:14,16

451:4 452:16

453:24 454:4

41250-00 421:12

44 82:6 257:9

260:11 263:22

263:24 264:3,6

265:24 423:9

423:12

446 4:4

45 76:1,2,2,4,4,8

77:11 78:5 81:5

81:8 82:15

48,000 467:10

499 426:7,8

5

5 5:7,9,10,11

114:22 115:20

242:9,18

290:11 413:17

416:11

5th 193:11 197:3

429:13 430:12

431:5 441:9

5,000 441:21

5.4 438:22

5/13 190:20

191:15

5/13/19 189:22

5/19 191:13

5/3/19 3:21

50 205:2 296:13

404:18,21,24

413:13 476:12

50,000 289:23

500 117:21

203:15

500,000 394:12

506(b) 288:13,18

289:5

51 405:14

52 405:22

578 177:4

578,396 170:23

6

6 3:5 169:18

288:8 299:19

357:12 409:16

6th 38:5,11

6,000 255:18

257:8

6,606 265:24

6:45 454:20

60 387:19 391:14

391:20 392:2

624-6221 1:24

650 173:10

7

7 3:14 5:6,7,8,9

91:6,7,8,11

189:10 245:5

248:6,8 272:17

272:19,24

320:6 357:12

7,812 467:7,11

7.5 410:3 411:23

7/1/20 484:16

7/23 467:24

7/5 190:21

7:15 478:2

7:17 483:9

700 359:18 361:5

361:23 362:2

363:12,16,23

467:7

75 477:3 479:1,7

75,000 478:24

479:2

76 5:6

78 467:17

8

8 5:6 183:24

272:21 324:22

8/28/18 182:6

80 5:6 314:9

315:21

862 369:13

866 1:24

9

9 5:6,12 170:1

248:11,11

414:16 415:8

416:10

93 5:6

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