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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

SECURITIES AND EXCHANGE 

COMMISSION,

Plaintiff,

v.

TIMOTHY BARTON, 

CARNEGIE DEVELOPMENT, LLC,

WALL007, LLC,

WALL009, LLC,

WALL010, LLC,

WALL011, LLC,

WALL012, LLC,

WALL016, LLC,

WALL017, LLC,

WALL018, LLC,

WALL019, LLC,

HAOQIANG FU (a/k/a MICHAEL FU),

STEPHEN T. WALL,

Defendants,

DJD LAND PARTNERS, LLC, and

LDG001, LLC,

Relief Defendants.

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Civil Action No. 3:22-cv-2118-X

ORDER APPOINTING RECEIVER

WHEREAS this matter has come before this Court upon motion of Plaintiff 

Securities and Exchange Commission (“SEC”) to appoint a receiver in the abovecaptioned action; and,

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WHEREAS the Court finds that, based on the record in these proceedings, the 

appointment of a receiver in this action is necessary and appropriate for the purposes 

of marshaling and preserving all assets of the Receivership Entities (defined below);

WHEREAS this Court has subject matter jurisdiction over this action and 

personal jurisdiction over the Receivership Entities, and venue properly lies in this 

district.

WHEREAS, the Court finds that the SEC has brought this action to enforce 

the federal securities laws, in furtherance of the SEC’s police and regulatory powers, 

and the relief sought by the SEC and provided in this Order is in the public interest 

by preserving the illicit proceeds of fraudulent conduct, penalizing past unlawful 

conduct and deterring future wrongdoing, and is not in furtherance of a pecuniary 

purpose, and therefore, the Court concludes that the entry of this Order is excepted 

from the automatic stay pursuant to 11 U.S.C. §362(b)(4).

NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND 

DECREED THAT:

1. This Court hereby takes exclusive jurisdiction and possession of the 

assets, of whatever kind and wherever situated, including all tangible and intangible 

property, of Wall007, LLC, Wall009, LLC, Wall010, LLC, Wall011, LLC, Wall012, 

LLC, Wall016, LLC, Wall017, LLC, Wall018, LLC, Wall019, LLC, Carnegie 

Development, LLC, DJD Land Partners, LLC, LDG001, LLC, and any other entities 

that Defendant Timothy Barton directly or indirectly controls, including, but not 

limited to, the following Barton-controlled entities that received investor funds, real 

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property interests purchased with investor funds, or own property interests that were 

improved with or otherwise have benefited from the use of investor funds: BM318 

LLC; D4DS LLC; D4FR LLC; D4KL LLC; Enoch Investments LLC; FHC Acquisition 

LLC; Goldmark Hospitality LLC; JMJ Acquisitions LLC; JMJ Development LLC; 

JMJAV LLC; JMR100 LLC; Lajolla Construction Management LLC; Mansions 

Apartment Homes at Marine Creek LLC; MO 2999TC, LLC; Orchard Farms Village 

LLC; Villita Towers LLC; and 126 Villita LLC (collectively, “Receivership Entities”). 

The assets of these Receivership Entities are referenced below as “Receivership 

Assets.”

2. Until further Order of this Court, Cortney C. Thomas is hereby 

appointed to serve without bond as receiver (the “Receiver”) for the estates of the 

Receivership Entities.

I. GENERAL POWERS AND DUTIES OF RECEIVER 

3. The Receiver shall have all powers, authorities, rights, and privileges 

heretofore possessed by the officers, directors, managers and general and limited 

partners of the entity Receivership Entities under applicable state and federal law, 

by the governing charters, by-laws, articles and/or agreements in addition to all 

powers and authority of a receiver at equity, and all powers conferred upon a receiver 

by the provisions of 28 U.S.C. §§ 754, 959 and 1692, and FED. R. CIV. P. 66.

4. The trustees, directors, officers, managers, employees, investment 

advisers, accountants, attorneys and other agents of the Receivership Entities are 

hereby dismissed and the powers of any general partners, directors and/or managers 

are hereby suspended. Such persons and entities shall have no authority with respect 

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to the Receivership Entities’ operations or assets, except to the extent as may 

hereafter be expressly granted by the Receiver. The Receiver shall assume and 

control the operations of the Receivership Entities and shall pursue and preserve all 

of their claims.

5. No person holding or claiming any position of any sort with any of the 

Receivership Entities shall possess any authority to act by or on behalf of any of the 

Receivership Entities.

6. Subject to the specific provisions in Sections II through XII below, the 

Receiver shall have the following general powers and duties:

A. To use reasonable efforts to determine the nature, location, and 

value of all property interests of the Receivership Entities, including, but not 

limited to, monies, funds, securities, credits, effects, goods, chattels, lands, 

premises, leases, claims, rights and other assets, together with all rents, 

profits, dividends, interest or other income attributable thereto, of whatever 

kind, which the Receivership Entities own, possess, have a beneficial interest 

in, or control directly or indirectly (“Receivership Property” or, collectively, the 

“Receivership Estates”);

B. To take custody, control, and possession of all Receivership 

Property and records relevant thereto from the Receivership Entities; to sue 

for and collect, recover, receive, and take into possession from third parties all 

Receivership Property and records relevant thereto;

C. To manage, control, operate, and maintain the Receivership 

Estates and hold in his possession, custody, and control all Receivership 

Property, pending further Order of this Court;

D. To use Receivership Property for the benefit of the Receivership 

Estates, making payments and disbursements and incurring expenses as may 

be necessary or advisable in the ordinary course of business in discharging his 

duties as Receiver;

E. To take any action which, prior to the entry of this Order, could 

have been taken by the officers, directors, partners, managers, trustees, and 

agents of the Receivership Entities;

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F. To engage and employ persons in his discretion to assist him in 

carrying out his duties and responsibilities hereunder, including, but not 

limited to, accountants, attorneys, securities traders, registered 

representatives, financial or business advisers, liquidating agents, real estate 

agents, forensic experts, brokers, traders, or auctioneers;

G. To take such action as necessary and appropriate for the 

preservation of Receivership Property or to prevent the dissipation,

concealment, or inequitable distribution of Receivership Property;

H. Enter into and cancel contracts and purchase insurance as the 

Receiver deems necessary or advisable; 

G. The Receiver is authorized to issue subpoenas for documents and 

testimony consistent with the Federal Rules of Civil Procedure;

I. To bring such legal actions based in law or equity in any state, 

federal, or foreign court as the Receiver deems necessary or appropriate in 

discharging his duties as Receiver;

J. To pursue, resist, defend, compromise or otherwise dispose of all 

suits, actions, claims, and demands which may now be pending or which may 

be brought by or asserted against the Receivership Entities; and,

K. To take such other action as may be approved by this Court. 

II. ACCESS TO INFORMATION 

7. The individual Receivership Entities and the past and/or present 

officers, directors, agents, managers, general and limited partners, trustees, 

attorneys, accountants, and employees of the entity Receivership Entities, as well as 

those acting in their place, are hereby ordered and directed to preserve and turn over 

to the Receiver forthwith all paper and electronic information of, and/or relating to, 

the Receivership Entities and/or all Receivership Property; such information shall 

include but not be limited to books, records, documents, accounts, and all other 

instruments and papers.

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8. Within ten (10) days of the entry of this Order, the Receivership Entities

shall file with the Court and serve upon the Receiver and the SEC a sworn statement, 

listing: (a) the identity, location, and estimated value of all Receivership Property; (b) 

all employees (and job titles thereof), other personnel, attorneys, accountants, and 

any other agents or contractors of the Receivership Entities; and, (c) the names, 

addresses, and amounts of claims of all known creditors of the Receivership Entities.

9. Within twenty (20) days of the entry of this Order, the Receivership 

Entities shall file with the Court and serve upon the Receiver and the SEC a sworn 

statement and accounting, with complete documentation, covering the period from 

January 1, 2017 to the present:

A. Of all Receivership Property, wherever located, held by or in the 

name of the Receivership Entities, or in which any of them, directly or 

indirectly, has or had any beneficial interest, or over which any of them 

maintained or maintains and/or exercised or exercises control, including, but 

not limited to: (a) all securities, investments, funds, real estate, automobiles, 

jewelry, and other assets, stating the location of each; and (b) any and all 

accounts, including all funds held in such accounts, with any bank, brokerage, 

or other financial institution held by, in the name of, or for the benefit of any 

of them, directly or indirectly, or over which any of them maintained or 

maintains and/or exercised or exercises any direct or indirect control, or in 

which any of them had or has a direct or indirect beneficial interest, including 

the account statements from each bank, brokerage, or other financial 

institution;

B. Identifying every account at every bank, brokerage, or other 

financial institution: (a) over which Receivership Entities have signatory 

authority; and (b) opened by, in the name of, or for the benefit of, or used by, 

the Receivership Entities;

C. Identifying all credit, bank, charge, debit, or other deferred 

payment card issued to or used by each Receivership Defendant, including but 

not limited to the issuing institution, the card or account number(s), all persons 

or entities to which a card was issued and/or with authority to use a card, the 

balance of each account and/or card as of the most recent billing statement, 

and all statements for the last twelve (12) months;

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D. Of all assets received by any of them from any person or entity, 

including the value, location, and disposition of any assets so received;

E. Of all funds received by the Receivership Entities, and each of 

them, in any way related, directly or indirectly, to the conduct alleged in the 

SEC’s Complaint. The submission must clearly identify, among other things, 

all investors, the securities they purchased, the date and amount of their 

investments, and the current location of such funds;

F. Of all expenditures exceeding $1,000 made by any of them, 

including those made on their behalf by any person or entity; and

G. Of all transfers of assets made by any of them.

10. Within thirty (30) days of the entry of this Order, the Receivership 

Entities shall provide to the Receiver and the SEC copies of the Receivership Entities’ 

federal income tax returns for the years 2017 through 2021 with all relevant and 

necessary underlying documentation.

11. The individual Receivership Entities and the entity Receivership 

Entities’ past and/or present officers, directors, agents, attorneys, managers, 

shareholders, employees, accountants, debtors, creditors, managers and general and 

limited partners, and other appropriate persons or entities shall answer under oath 

to the Receiver all questions which the Receiver may put to them and produce all 

documents as required by the Receiver regarding the business of the Receivership 

Entities, or any other matter relevant to the operation or administration of the 

receivership or the collection of funds due to the Receivership Entities. 

12. The Receivership Entities are required to assist the Receiver in fulfilling 

his duties and obligations. As such, they must respond promptly and truthfully to all 

requests for information and documents from the Receiver.

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III. ACCESS TO BOOKS, RECORDS, AND ACCOUNTS 

13. The Receiver is authorized to take immediate possession of all assets, 

bank accounts or other financial accounts, books and records, and all other documents 

or instruments relating to the Receivership Entities. All persons and entities having 

control, custody, or possession of any Receivership Property are hereby directed to 

turn such property over to the Receiver.

14. The Receivership Entities, as well as their agents, servants, employees, 

attorneys, any persons acting for or on behalf of the Receivership Entities, and any 

persons receiving notice of this Order by personal service, email, facsimile 

transmission, or otherwise, having possession of the property, business, books, 

records, accounts, or assets of the Receivership Entities are hereby directed to deliver 

the same to the Receiver, his agents, and/or employees.

15. All banks, brokerage firms, financial institutions, and other persons or 

entities which have possession, custody, or control of any assets or funds held by, in 

the name of, or for the benefit of, directly or indirectly, any of the Receivership 

Entities that receive actual notice of this Order by personal service, email, facsimile 

transmission, or otherwise shall:

A. Not liquidate, transfer, sell, convey, or otherwise transfer any 

assets, securities, funds, or accounts in the name of or for the benefit of the 

Receivership Entities except upon instructions from the Receiver;

B. Not exercise any form of set-off, alleged set-off, lien, or any form 

of self-help whatsoever, or refuse to transfer any funds or assets to the 

Receiver’s control without the permission of this Court;

C. Within five (5) business days of receipt of that notice, file with the 

Court and serve on the Receiver and counsel for the SEC a certified statement 

setting forth, with respect to each such account or other asset, the balance in 

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the account or description of the assets as of the close of business on the date 

of receipt of the notice; and,

D. Cooperate expeditiously in providing information and 

transferring funds, assets, and accounts to the Receiver or at the direction of 

the Receiver.

IV. ACCESS TO REAL AND PERSONAL PROPERTY 

16. The Receiver is authorized to take immediate possession of all personal 

property of the Receivership Entities, wherever located, including but not limited to 

electronically stored information, computers, laptops, hard drives, external storage 

drives, and any other such memory, media or electronic storage devices, books, 

papers, data processing records, evidence of indebtedness, bank records and accounts, 

savings records and accounts, brokerage records and accounts, certificates of deposit, 

stocks, bonds, debentures, and other securities and investments, contracts, 

mortgages, furniture, office supplies, and equipment.

17. The Receiver is authorized to take immediate possession of all real 

property of the Receivership Entities, wherever located, including but not limited to 

all ownership and leasehold interests and fixtures. Upon receiving actual notice of 

this Order by personal service, email, facsimile transmission or otherwise, all persons 

other than law enforcement officials acting within the course and scope of their 

official duties, are (without the express written permission of the Receiver) prohibited 

from: (a) entering such premises; (b) removing anything from such premises; or, 

(c) destroying, concealing, or erasing anything on such premises.

18. The Receivership Entities, all persons acting on behalf of any 

Receivership Defendant, and any person who receives actual or constructive notice of 

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this Order who has or had possession or control over any Receivership Assets, is 

directed to:

A. Hold and retain any such Receivership Assets that are within his 

or her control and prohibit any person or entity from assigning, concealing, 

converting, disbursing, dissipating, encumbering, liquidating, loaning, 

pledging, selling, spending, transferring, or withdrawing any such Asset 

except: 

1. As directed by further order of the Court; or

2. As directed in writing by the Receiver.

B. Within five (5) business days after being served a copy of this 

Order, provide the Receiver a sworn statement setting forth:

1. The account number and other identifying information for 

any such Receivership Asset belonging to, for the use or benefit of, under 

the control of, or subject to access by any Defendant or Receivership 

Defendant; 

2. The balance of each such account, or a description of the 

nature and value of such Asset as of the close of business on the day on 

which this Order is received, and, if the account or other Asset has been 

closed or removed, or more than $5,000 withdrawn or transferred from 

it, on or after March 1, 2021, the date of the closure or removal of the 

funds, the total funds removed or transferred, and the name of the 

person or entity to whom such account or other Asset was remitted; 

3. All keys, codes, and passwords, entry codes, combinations 

to locks, and information or devices required to open or gain access to 

any Asset or Document, including, but not limited to, access to the 

business premises, computer servers, networks, or databases, or 

telecommunications systems or devices;

4. The identification and location of any safe deposit box, 

commercial mailbox, or storage facility belonging to, for the use or 

benefit of, under the control of, or subject to access by any Defendant or 

Receivership Entity, and if the safe deposit box, storage facility, 

commercial mailbox, or storage facility has been closed or removed, the 

date closed or removed;

5. Within five (5) business days of a written request from the 

Receiver, provide the Receiver copies of all Documents relating to each 

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Receivership Asset, including, but not limited to account applications, 

statements, corporate resolutions, signature cards, checks, drafts, 

deposit tickets, transfers to and from the accounts, all other debit and 

credit instruments or slips, currency transaction reports, 1099 forms, 

and safe deposit box logs.

19. In order to execute the express and implied terms of this Order, the 

Receiver is authorized to change door locks to the premises described above. The 

Receiver shall have exclusive control of the keys. The Receivership Entities, or any 

other person acting or purporting to act on their behalf, are ordered not to change the 

locks in any manner, nor to have duplicate keys made, nor shall they have keys in 

their possession during the term of the receivership.

20. The Receiver is authorized to open all mail directed to or received by or 

at the offices or post office boxes of the Receivership Entities, and to inspect all mail 

opened prior to the entry of this Order, to determine whether items or information 

therein fall within the mandates of this Order.

21. Upon the request of the Receiver, the United States Marshal Service, in 

any judicial district, is hereby ordered to assist the Receiver in carrying out his duties 

to take possession, custody, and control of, or identify the location of, any assets, 

records, or other materials belonging to the Receivership Estate.

V. REPATRIATION OF ASSETS AND DOCUMENTS

22. Immediately upon service of this Order, any person or entity with 

possession or control over any Receivership Assets shall: 

A. Take such steps as are necessary to transfer to the United States 

all Documents and Assets that are located outside the United States and 

belong to, are for the use or benefit of, under the control of, or subject to access 

by any Defendant or Receivership Entity; and 

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B. Hold and retain all repatriated Assets and prevent the 

disposition, transfer, or dissipation of such Assets except as required by this 

Order.

23. Receivership Entities, their officers, agents, employees, and attorneys, 

and all other persons in active concert or participation with any of them, who receive 

actual notice of this Order, whether acting directly or indirectly, are preliminarily 

restrained and enjoined from taking any action that may result in the encumbrance 

or dissipation of foreign Assets, or in the hindrance of the repatriation required by 

this Order, including: 

A. Sending any statement, letter, fax, email or wire transmission, 

telephoning, or engaging in any other act, directly or indirectly, that results in 

a determination by a foreign trustee or other entity that a “duress” event has 

occurred under the terms of a foreign trust agreement until such time as all 

Assets have been fully repatriated according to Section VIII of this Order; or 

B. Notifying any trustee, protector, or other agent of any Defendant 

or Receivership Entity of the existence of this Order, or of the fact that 

repatriation is required under a court Order, until such time as all Assets have 

been fully repatriated according to Section VIII of this Order. 

VI. NOTICE TO THIRD PARTIES 

24. Defendants and the Receivership Entities shall immediately provide a 

copy of this Order to each affiliate, sales entity, successor, assign, member, officer, 

director, employee, agent, independent contractor, client, servant, attorney, 

subsidiary, division, and representative of any Defendant or Receivership Defendant. 

Within ten (10) business days following service of this Order, Defendants and 

Receivership Entities shall serve on the Receiver a declaration identifying the name, 

title, address, telephone number, date of service, and manner of service of each person 

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Defendants or Receivership Entities served with a copy of this Order in compliance 

with this provision.

25. Copies of this Order may be served by the Receiver by any means, 

including U.S. first class mail, overnight delivery, facsimile, electronic mail, or 

personally by agents or employees of the Receiver, by any law enforcement agency, 

or by process server, upon any person, including financial institutions, that may have 

possession, custody, or control over any Asset or Document belonging to, for the use 

or benefit of, under the control of, or subject to access by any Receivership Defendant, 

or that may otherwise be subject to any provision of this Order. Service upon any 

branch or office of any financial institution shall constitute service upon the entire 

financial institution.

26. The Receiver shall promptly give notice of his appointment to all known 

officers, directors, agents, employees, shareholders, creditors, debtors, managers, and 

general and limited partners of the Receivership Entities, as the Receiver deems 

necessary or advisable to effectuate the operation of the receivership.

27. All persons and entities owing any obligation, debt, or distribution with 

respect to an ownership interest to any Receivership Defendant shall, until further 

ordered by this Court, pay all such obligations in accordance with the terms thereof 

to the Receiver and its receipt for such payments shall have the same force and effect 

as if the Receivership Defendant had received such payment.

28. In furtherance of his responsibilities in this matter, the Receiver is 

authorized to communicate with, and/or serve this Order upon, any person, entity, or 

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government office that he deems appropriate to inform them of the status of this 

matter and/or the financial condition of the Receivership Estates. All government 

offices which maintain public files of security interests in real and personal property 

shall, consistent with such office’s applicable procedures, record this Order upon the 

request of the Receiver or the SEC.

29. The Receiver is authorized to instruct the United States Postmaster to 

hold and/or reroute mail which is related, directly or indirectly, to the business, 

operations, or activities of any of the Receivership Entities (the “Receiver’s Mail”), 

including all mail addressed to, or for the benefit of, the Receivership Entities.

30. The Postmaster shall not comply with, and shall immediately report to 

the Receiver, any change of address or other instruction given by anyone other than 

the Receiver concerning the Receiver’s Mail. The Receivership Entities shall not open 

any of the Receiver’s Mail and shall immediately turn over such mail, regardless of 

when received, to the Receiver. All personal mail of any individual Receivership 

Entities, and/or any mail appearing to contain privileged information, and/or any 

mail not falling within the mandate of the Receiver, shall be released to the named 

addressee by the Receiver. The foregoing instructions shall apply to any proprietor, 

whether individual or entity, of any private mailbox, depository, business or service, 

or mail courier or delivery service, hired, rented, or used by the Receivership Entities. 

The Receivership Entities shall not open a new mailbox, or take any steps or make 

any arrangements to receive mail in contravention of this Order, whether through 

the U.S. mail, a private mail depository, or courier service.

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31. Subject to payment for services provided, any entity furnishing water, 

electric, telephone, sewage, garbage, or trash removal services to the Receivership 

Entities shall maintain such service and transfer any such accounts to the Receiver 

unless instructed to the contrary by the Receiver.

VII. INJUNCTION AGAINST INTERFERENCE WITH RECEIVER 

32. The Receivership Entities and all persons receiving notice of this Order 

by personal service, email, facsimile or otherwise, are hereby restrained and enjoined 

from directly or indirectly taking any action or causing any action to be taken, without 

the express written agreement of the Receiver, which would:

A. Interfere with the Receiver’s efforts to take control, possession, or 

management of any Receivership Property; such prohibited actions include but 

are not limited to using self-help or executing or issuing or causing the 

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

or other process for the purpose of impounding or taking possession of or 

interfering with or creating or enforcing a lien upon any Receivership Property;

B. Hinder, obstruct, or otherwise interfere with the Receiver in the 

performance of his duties; such prohibited actions include but are not limited 

to concealing, destroying, or altering records or information;

C. Dissipate or otherwise diminish the value of any Receivership 

Property; such prohibited actions include but are not limited to releasing 

claims or disposing, transferring, exchanging, assigning, or in any way 

conveying any Receivership Property, enforcing judgments, assessments, or 

claims against any Receivership Property or any Receivership Defendant, 

attempting to modify, cancel, terminate, call, extinguish, revoke, or accelerate 

(the due date), of any lease, loan, mortgage, indebtedness, security agreement, 

or other agreement executed by any Receivership Defendant or which 

otherwise affects any Receivership Property; 

D. Create, operate, or exercise any control over any new business 

entity, whether newly formed or previously inactive, including any 

partnership, limited partnership, joint venture, sole proprietorship or 

corporation, without first providing the Receiver with a written statement 

disclosing: (1) the name of the business entity; (2) the address, telephone 

number, e-mail address, and website address of the business entity; (3) the 

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names of the business entity’s officers, directors, principals, managers, and 

employees; and (4) a detailed description of the business entity’s intended 

activities; or,

E. Interfere with or harass the Receiver, or interfere in any manner 

with the exclusive jurisdiction of this Court over the Receivership Estates.

VIII. COOPERATION WITH THE RECEIVER

33. Defendants and Receivership Entities, and their officers, agents, 

employees, and attorneys, and all other persons in active concert or participation with 

any of them, whether acting directly or indirectly and all persons who receive actual 

notice of this Order, shall fully cooperate with and assist the Receiver in taking and 

maintaining possession, custody, or control of the Assets and Documents of the 

Receivership Entities. This cooperation and assistance shall include, but is not 

limited to: 

A. Providing information to the Receiver as directed above or that 

the Receiver deems necessary to exercise the authority and discharge the 

responsibilities delegated to the Receiver under this Order; 

B. Advising all persons who owe money to the Receivership Entities 

that all debts should be paid directly to the Receiver; and 

C. Transferring funds at the Receiver’s direction and producing 

Documents related to the Assets and sales of the Receivership Entities. The 

entities obligated to cooperate with the Receiver under this provision include 

financial institutions and persons that have transacted business with the 

Receivership Entities. The Receiver shall promptly notify the Court and SEC 

counsel of any failure or apparent failure of any person or entity to comply in 

any way with the terms of this Order.

IX. STAY OF LITIGATION 

34. As set forth in detail below, the following proceedings, excluding the 

instant proceeding and all police or regulatory actions and actions of the SEC related 

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to the above-captioned enforcement action, are stayed until further Order of this 

Court:

All civil legal proceedings of any nature, including, but not limited to, 

bankruptcy proceedings, arbitration proceedings, foreclosure actions, 

default proceedings, or other actions of any nature involving: (a) the 

Receiver, in his capacity as Receiver; (b) any Receivership Property, 

wherever located; (c) any of the Receivership Entities, including 

subsidiaries and partnerships; or, (d) any of the Receivership Entities’ 

past or present officers, directors, managers, agents, or general or 

limited partners sued for, or in connection with, any action taken by 

them while acting in such capacity of any nature, whether as plaintiff, 

defendant, third-party plaintiff, third-party defendant, or otherwise 

(such proceedings are hereinafter referred to as “Ancillary 

Proceedings”).

35. The parties to any and all Ancillary Proceedings are enjoined from 

commencing or continuing any such legal proceeding, or from taking any action, in 

connection with any such proceeding, including, but not limited to, the issuance or 

employment of process.

36. All Ancillary Proceedings are stayed in their entirety, and all Courts 

having any jurisdiction thereof are enjoined from taking or permitting any action 

until further Order of this Court. Further, as to a cause of action accrued or accruing 

in favor of one or more of the Receivership Entities against a third person or party, 

any applicable statute of limitation is tolled during the period in which this injunction 

against commencement of legal proceedings is in effect as to that cause of action.

X. MANAGING ASSETS 

37. For each of the Receivership Estates, the Receiver shall establish one or 

more custodial accounts at a federally insured bank to receive and hold all cash 

equivalent Receivership Property (the “Receivership Funds”).

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38. The Receiver’s deposit account shall be entitled “Receiver's Account, 

Estate of Barton Companies” together with the name of the action.

39. The Receiver may, without further Order of this Court, transfer, 

compromise, or otherwise dispose of any Receivership Property, other than real 

estate, in the ordinary course of business, on terms and in the manner the Receiver 

deems most beneficial to the Receivership Estate, and with due regard to the 

realization of the true and proper value of such Receivership Property.

40. Subject to Paragraph 42 immediately below, the Receiver is authorized 

to locate, list for sale or lease, engage a broker for sale or lease, cause the sale or lease, 

and take all necessary and reasonable actions to cause the sale or lease of all real 

property in the Receivership Estates, either at public or private sale, on terms and in 

the manner the Receiver deems most beneficial to the Receivership Estate, and with 

due regard to the realization of the true and proper value of such real property.

41. Upon further Order of this Court, pursuant to such procedures as may 

be required by this Court and additional authority such as 28 U.S.C. §§ 2001 and 

2004, the Receiver will be authorized to sell, and transfer clear title to, all real 

property in the Receivership Estates.

42. The Receiver is authorized to take all actions to manage, maintain, 

and/or wind-down business operations of the Receivership Estates, including making 

legally required payments to creditors, employees, and agents of the Receivership 

Estates and communicating with vendors, investors, governmental and regulatory 

authorities, and others, as appropriate.

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43. The Receiver shall take all necessary steps to enable the Receivership 

Funds to obtain and maintain the status of a taxable “Settlement Fund,” within the 

meaning of Section 468B of the Internal Revenue Code and of the regulations.

XI. INVESTIGATE AND PROSECUTE CLAIMS 

44. The Receiver is authorized, empowered, and directed to investigate, 

prosecute, defend, intervene in or otherwise participate in, compromise, and/or adjust 

actions in any state, federal, or foreign court or proceeding of any kind as may in his 

discretion, and in consultation with SEC counsel, be advisable or proper to recover 

and/or conserve Receivership Property.

45. Subject to his obligation to expend receivership funds in a reasonable 

and cost-effective manner, the Receiver is authorized, empowered, and directed to 

investigate the manner in which the financial and business affairs of the Receivership 

Entities were conducted and (after obtaining leave of this Court) to institute such 

actions and legal proceedings, for the benefit and on behalf of the Receivership Estate, 

as the Receiver deems necessary and appropriate; the Receiver may seek, among 

other legal and equitable relief, the imposition of constructive trusts, disgorgement 

of profits, asset turnover, avoidance of fraudulent transfers, rescission and 

restitution, collection of debts, and such other relief from this Court as may be 

necessary to enforce this Order. Where appropriate, the Receiver should provide prior 

notice to Counsel for the SEC before commencing investigations and/or actions.

46. The Receiver hereby holds, and is therefore empowered to waive, all 

privileges, including the attorney-client privilege, held by all entity Receivership 

Entities.

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47. The Receiver has a continuing duty to ensure that there are no conflicts 

of interest between the Receiver, his Retained Personnel (as that term is defined 

below), and the Receivership Estate.

XII. BANKRUPTCY FILING

48. Effective immediately, the Receiver, as sole and exclusive officer, 

director and managing member of Wall007, LLC, Wall009, LLC, Wall010, LLC, 

Wall011, LLC, Wall012, LLC, Wall016, LLC, Wall017, LLC, Wall018, LLC, and 

Wall019, LLC (collectively, “Wall Entities”), shall possess sole and exclusive 

authority and control over the Wall Entities, as debtors-in-possession, in their 

respective Chapter 11 cases titled In re WALL007 LLC, et al., No. 22-41049 (Bankr. 

E.D. Tex.) (the “Bankruptcy Cases”) pending in the U.S. Bankruptcy Court for the 

Eastern District of Texas (the “Bankruptcy Court”). The employment of any and all 

other officers, directors, managers or other employees of the Wall Entities is and are 

hereby terminated by the Court. All such persons shall comply with the applicable 

provisions of this Order.

49. Within thirty (30) days of the entry of this Order, the Receiver shall 

report to this Court as to whether the Bankruptcy Cases should continue in Chapter 

11, or be converted to Chapter 7, dismissed or suspended during the course of the 

receivership. The Receiver shall file the appropriate pleadings with the Court and the 

Bankruptcy Court effectuating this Order.

50. The Receiver may seek authorization of this Court to file voluntary 

petitions for relief under Title 11 of the United States Code (the “Bankruptcy Code”) 

for other Receivership Entities. If a Receivership Defendant is (or has been) placed in 

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bankruptcy proceedings, the Receiver may become, and may be empowered to operate 

each of the Receivership Estates as, a debtor in possession. In such a situation, the 

Receiver shall have all of the powers and duties as provided a debtor in possession 

under the Bankruptcy Code to the exclusion of any other person or entity. Pursuant 

to Paragraph 3 above, the Receiver is vested with management authority for all entity 

Receivership Entities and may therefore file and manage a Chapter 11 petition.

51. All persons and entities, other than the Receiver, are barred from 

commencing any bankruptcy proceedings against any of the Receivership Entities.

XIII. LIABILITY OF RECEIVER

52. Until further Order of this Court, the Receiver shall not be required to 

post bond or give an undertaking of any type in connection with his fiduciary 

obligations in this matter.

53. The Receiver and his agents, acting within scope of such agency 

(“Retained Personnel”), are entitled to rely on all rules of law and Orders of this Court 

and shall not be liable to anyone for their own good faith compliance with any order, 

rule, law, judgment, or decree. In no event shall the Receiver or Retained Personnel 

be liable to anyone for their good faith compliance with their duties and 

responsibilities as Receiver or Retained Personnel.

54. This Court shall retain jurisdiction over any action filed against the 

Receiver or Retained Personnel based upon acts or omissions committed in their 

representative capacities.

55. In the event the Receiver decides to resign, the Receiver shall first give 

written notice to the SEC’s counsel of record and the Court of its intention, and the 

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resignation shall not be effective until the Court appoints a successor. The Receiver 

shall then follow such instructions as the Court may provide.

XIV. RECOMMENDATIONS AND REPORTS 

56. The Receiver is authorized, empowered, and directed to develop a plan 

for the fair, reasonable, and efficient recovery and liquidation of all remaining, 

recovered, and recoverable Receivership Property (the “Liquidation Plan”).

57. Within ninety (90) days of the entry date of this Order, the Receiver shall 

file the Liquidation Plan in the above-captioned action, with service copies to counsel 

of record.

58. Within thirty (30) days after the end of each subsequent calendar 

quarter following the date on which the Receiver files his Liquidation Plan, the 

Receiver shall file and serve a full report and accounting of each Receivership Estate 

(the “Quarterly Status Report”), reflecting (to the best of the Receiver’s knowledge as 

of the period covered by the report) the existence, value, and location of all 

Receivership Property, and of the extent of liabilities, both those claimed to exist by 

others and those the Receiver believes to be legal obligations of the Receivership 

Estates.

59. The Quarterly Status Report shall contain the following:

A. A summary of the operations of the Receiver;

B. The amount of cash on hand, the amount and nature of accrued 

administrative expenses, and the amount of unencumbered funds in the estate;

C. A schedule of all the Receiver’s receipts and disbursements 

(attached as Exhibit A to the Quarterly Status Report), with one column for 

the quarterly period covered and a second column for the entire duration of the 

receivership;

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D. A description of all known Receivership Property, including 

approximate or actual valuations, anticipated or proposed dispositions, and 

reasons for retaining assets where no disposition is intended;

E. A description of liquidated and unliquidated claims held by the 

Receivership Estate, including the need for forensic and/or investigatory 

resources; approximate valuations of claims; and anticipated or proposed 

methods of enforcing such claims (including likelihood of success in: (i) 

reducing the claims to judgment; and, (ii) collecting such judgments);

F. A list of all known creditors with their addresses and the amounts 

of their claims;

G. The status of Creditor Claims Proceedings, after such proceedings 

have been commenced; and,

H. The Receiver's recommendations for a continuation or 

discontinuation of the receivership and the reasons for the recommendations.

60. On the request of the SEC, the Receiver shall provide the SEC with any 

documentation that the SEC deems necessary to meet its reporting requirements, 

that is mandated by statute or Congress, or that is otherwise necessary to further the 

SEC’s mission. 

XV. FEES, EXPENSES, AND ACCOUNTINGS

61. Subject to the paragraphs below, the Receiver need not obtain Court 

approval prior to the disbursement of Receivership Funds for expenses in the 

ordinary course of the administration and operation of the receivership. Further, 

prior Court approval is not required for payments of applicable federal, state, or local 

taxes.

62. Subject to the paragraph immediately below, the Receiver is authorized 

to solicit persons and entities (“Retained Personnel”) to assist him in carrying out the 

duties and responsibilities described in this Order. The Receiver shall not engage any 

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Retained Personnel without first obtaining an Order of the Court authorizing such 

engagement.

63. The Receiver and Retained Personnel are entitled to reasonable 

compensation and expense reimbursement from the Receivership Estates. Such 

compensation shall require the prior approval of the Court.

64. Within forty-five (45) days after the end of each calendar quarter, the 

Receiver and Retained Personnel shall apply to the Court for compensation and 

expense reimbursement from the Receivership Estates (the “Quarterly Fee 

Applications”). At least thirty (30) days prior to filing each Quarterly Fee Application 

with the Court, the Receiver will serve upon counsel for the SEC a complete copy of 

the proposed Application, together with all exhibits and relevant billing information 

in a format to be provided by SEC staff.

65. All Quarterly Fee Applications will be interim and will be subject to cost 

benefit and final reviews at the close of the receivership. At the close of the 

receivership, the Receiver will file a final fee application, describing in detail the costs 

and benefits associated with all litigation and other actions pursued by the Receiver 

during the course of the receivership.

66. Quarterly Fee Applications may be subject to a holdback in the amount 

of 20% of the amount of fees and expenses for each application filed with the Court. 

The total amounts held back during the course of the receivership will be paid out at 

the discretion of the Court as part of the final fee application submitted at the close 

of the receivership.

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67. Each Quarterly Fee Application shall:

A. Contain representations that: (i) the fees and expenses included 

therein were incurred in the best interests of the Receivership Estate; and, (ii) 

unless previously disclosed to and approved by the Court, the Receiver has not 

entered into any agreement, written or oral, express or implied, with any 

person or entity concerning the amount of compensation paid or to be paid from 

the Receivership Estate, or any sharing thereof.

68. At the close of the Receivership, the Receiver shall submit a Final 

Accounting, in a format to be provided by SEC staff, as well as the Receiver’s final 

application for compensation and expense reimbursement.

IT IS SO ORDERED, this 18th day of October, 2022.

BRANTLEY STARR

UNITED STATES DISTRICT JUDGE

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