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, 

C.A. No.: 3:22-cv-2118-X

Jury Trial Demanded

Defendants,

DJD LAND PARTNERS, LLC, and

LDG001, LLC, 

 Relief Defendants.

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 above-captioned action; and, 

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 Defendants (defined below); 

WHEREAS this Court has subject matter jurisdiction over this action and personal 

jurisdiction over the Receivership Defendants, and venue properly lies in this district. 

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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, 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 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 Defendants”).

2. Until further Order of this Court, DAVID WALLACE of TRIGILD, INC. is 

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

Receivership Defendants.

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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 Defendants under applicable state and federal law, by the governing charters, bylaws, 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 Defendants 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 to the Receivership Defendants’ 

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

Receivership Defendants. 

6. Subject to the specific provisions in Sections II through XIIV 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 Defendants, 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 Defendants own, possess, have a 

beneficial interest in, or control directly or indirectly (“Receivership 

Property” or, collectively, the “Receivership Estates”);

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

records relevant thereto from the Receivership Defendants; 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 Defendants;

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 or concealment of 

Receivership Property; 

H. 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, and defend all suits, actions, claims, and demands which 

may now be pending or which may be brought by or asserted against the 

Receivership Estates; and,

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

II. Access to Information

7. The individual Receivership Defendants and the past and/or present officers, 

directors, agents, managers, general and limited partners, trustees, attorneys, accountants, and 

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employees of the entity Receivership Defendants, 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 Defendants and/or all Receivership 

Property; such information shall include but not be limited to books, records, documents, 

accounts, and all other instruments and papers.

8. Within ten (10) days of the entry of this Order, the Receivership Defendants 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 Defendants; and, (c) the names, addresses, and amounts of claims of all known 

creditors of the Receivership Defendants. 

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

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 Defendants, 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 Defendants have signatory 

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

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by, the Receivership Defendants;

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;

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 Defendants, 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;

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

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

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

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

shall provide to the Receiver and the SEC copies of the Receivership Defendants’ federal income 

tax returns for the years 2017 through 2021 with all relevant and necessary underlying 

documentation.

11. The individual Receivership Defendants and the entity Receivership Defendants’ 

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

receivership or the collection of funds due to the Receivership Defendants. In the event that the 

Receiver deems it necessary to require the appearance of the aforementioned persons or entities, 

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the Receiver shall make its discovery requests in accordance with the Federal Rules of Civil 

Procedure.

12. To issue subpoenas to compel testimony of persons or production of records, 

consistent with the Federal Rules of Civil Procedure and applicable Local Rules, except for the 

provisions of FED. R. CIV. P. 26(d)(1), concerning any subject matter within the powers and 

duties granted by this Order. 

13. The Receivership Defendants 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. 

III. Access to Books, Records, and Accounts

14. 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 Defendants. All persons and entities having control, custody, or 

possession of any Receivership Property are hereby directed to turn such property over to the 

Receiver.

15. The Receivership Defendants, as well as their agents, servants, employees, 

attorneys, any persons acting for or on behalf of the Receivership Defendants, 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 Defendants are hereby directed to deliver the same to the Receiver, his agents, 

and/or employees. 

16. 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 Defendants that receive actual 

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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 Defendants except upon instructions from the Receiver; 

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

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

of the Receivership Defendants, 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. 

18. The Receiver is authorized to take immediate possession of all real property of the 

Receivership Defendants, 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 

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

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 Defendants, 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 Defendants, 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. Notice to Third Parties

22. 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 Defendants, as the Receiver deems necessary or advisable to 

effectuate the operation of the receivership. 

23. 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 

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received such payment.

24. 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 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.

25. 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 Defendants (the “Receiver’s Mail”), including all mail addressed to, or 

for the benefit of, the Receivership Defendants.

26. 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 Defendants 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 Defendants, 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 mail box,

depository, business or service, or mail courier or delivery service, hired, rented, or used by the 

Receivership Defendants. The Receivership Defendants 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.

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

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telephone, sewage, garbage, or trash removal services to the Receivership Defendants shall 

maintain such service and transfer any such accounts to the Receiver unless instructed to the 

contrary by the Receiver.

VI. Injunction Against Interference with Receiver

28. The Receivership Defendants 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; or,

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

exclusive jurisdiction of this Court over the Receivership Estates.

29. The Receivership Defendants shall cooperate with and assist the Receiver in the 

performance of his duties. 

30. The Receiver shall promptly notify the Court and SEC counsel of any failure or 

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apparent failure of any person or entity to comply in any way with the terms of this Order. 

VII. Stay of Litigation 

31. 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 to the abovecaptioned 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 Defendants, 

including subsidiaries and partnerships; or, (d) any of the Receivership Defendants’ 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”). 

32. 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. 

33. 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 Defendants 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.

VIII. Managing Assets 

34. 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”). 

35. The Receiver’s deposit account shall be entitled “Receiver's Account, Estate of 

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Barton Companies” together with the name of the action.

36. 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.

37. Subject to Paragraph 38 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. 

38. 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.

39. The Receiver is authorized to take all actions to manage, maintain, and/or winddown 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. 

40. 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. 

IX. Investigate and Prosecute Claims

41. The Receiver is authorized, empowered, and directed to investigate, prosecute, 

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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. 

42. Subject to his obligation to expend receivership funds in a reasonable and costeffective manner, the Receiver is authorized, empowered, and directed to investigate the manner 

in which the financial and business affairs of the Receivership Defendants 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. 

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

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

44. 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.

X. Bankruptcy Filing

45. 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 debtorsin-possession, in their respective Chapter 11 cases titled In re WALL007 LLC, et al., No. 22-41049 

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(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. 

46. 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. 

47. 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 

Defendants. If a Receivership Defendant is (or has been) placed in 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 Defendants and may therefore file and manage a Chapter 11 petition. 

48. All persons and entities, other than the Receiver, are barred from commencing any 

bankruptcy proceedings against any of the Receivership Defendants. 

XI. Liability of Receiver

49. 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. 

50. The Receiver and his agents, acting within scope of such agency (“Retained 

Personnel”), are entitled to rely on all outstanding 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, 

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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. 

51. 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.

52. 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 resignation shall not 

be effective until the Court appoints a successor. The Receiver shall then follow such 

instructions as the Court may provide. 

XII. Recommendations and Reports

53. 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”). 

54. 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. 

55. Within thirty (30) days after the end of each calendar quarter, 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.

56. 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;

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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;

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. 

57. 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.

XIIV. Fees, Expenses, and Accountings 

58. 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.

59. 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 Retained Personnel

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without first obtaining an Order of the Court authorizing such engagement.

60. The Receiver and Retained Personnel are entitled to reasonable compensation and 

expense reimbursement from the Receivership Estates as described in the “Billing Instructions 

for Receivers in Civil Actions Commenced by the U.S. Securities and Exchange Commission” 

(the “Billing Instructions”) agreed to by the Receiver. Such compensation shall require the prior 

approval of the Court.

61. 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.

62. 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.

63. 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.

64. Each Quarterly Fee Application shall:

A. Comply with the terms of the Billing Instructions agreed to by the 

Receiver; and,

B. Contain representations (in addition to the Certification required by the 

Billing Instructions) that: (i) the fees and expenses included therein were 

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

exception of the Billing Instructions, 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.

65. 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 _____ day of _____________, ________

___________________________________

HONORABLE BRANTLEY STARR

UNITED STATES DISTRICT JUDGE

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