IN THE UNITED STATES DISTRICT COURT 

FOR THE 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. 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

No. 3:22-cv-2118-X 

APPENDIX IN SUPPORT OF RECEIVER’S EXPEDITED 

MOTION TO CONFIRM LITIGATION STAY AND BRIEF IN SUPPORT 

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 1 of 61 PageID 7098
2 

Respectfully submitted, 

By: /s/ Timothy Wells 

Charlene C. Koonce 

 State Bar No. 11672850 

charlene@brownfoxlaw.com

Timothy B. Wells 

 State Bar No. 24131941 

tim@brownfoxlaw.com

BROWN FOX PLLC 

8111 Preston Road, Suite 300 

Dallas, Texas 75225 

T: (214) 327-5000 

F: (214) 327-5001 

Attorneys for Receiver Cortney C. Thomas

CERTIFICATE OF SERVICE

Pursuant to Fed. R. Civ. P. 5(d)(1)(B), as amended, no certificate of service is necessary 

because this document is being filed with the Court’s electronic-filing system. 

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 2 of 61 PageID 7099
3 

Exhibit Document APP Pages 

1 Notice of Stay filed on October 21, 2022 in Cause No. DC22-02622, in the 68th Judicial District, Dallas County, 

Texas

APP000001-000030 

2 Letter Brief to Judge Hoffman dated April 10, 2023 APP000031-000058

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 3 of 61 PageID 7100
EXHIBIT 1 

APP000001

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 4 of 61 PageID 7101
FILED

10/21/2022 12:53 PM

FELICIA PITRE

DISTRICT CLERK DALLAS CO., TEXAS Jenifer Trujillo DEPUTY

CAUSE NO. DC-22-02622

JMJ DEVELOPNIENT, LLC, IN THE DISTRICT COURT

Plaintiff,

V. DALLAS COUNTY, TEXAS

TAMAMOI, LLC and 3820 ILLINOIS,

LLC,

Defendants. 68th JUDICIAL DISTRICT

RECEIVER’S NOTICE OF STAY

Cort Thomas, Receiver, provides Notice of Stay, and respectfully shows the Court as

follows.

l. On October 18, 2022, in Securities and Exchange Commission v. Timothy Barton,

et al., 22-CV-28118—X, the United States District Court for the Northern District of Texas

appointed Cort Thomas as Receiver for the following entities (“Receivership Entities”):

Defendant Carnegie Development, LLC; Defendant WALL007, LLC; Defendant WALLOO9, LLC; Defendant WALLO 0, LLC; Defendant WALLOl 1, LLC; Defendant WALLO 2, LLC; Defendant WALL016, LLC; Defendant WALL017, LLC; Defendant WALLOl 8, LLC; Defendant WALL019, LLC; ReliefDefendant DJ Land Partners, LLC; ReliefDefendant LDGOO LLC; Other entity: BM318 LLC; Other entity: D4DS LLC; Other entity: D4FR LLC; Other entity: D4KL LLC; Other entity: Enoch Investments LLC; Other entity: FHC Acquisition LLC; Other entity: Goldmark Hospitality LLC;

APP000002

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 5 of 61 PageID 7102
Other entity: JMJ Acquisitions LLC; Other entity: JMJ Development LLC; Other entity: JMJAV LLC; Other entity: JMRl 00 LLC; Other entity: Lajolla Construction Management LLC; Other entity: Mansions Apartment Homes at Marine Creek LLC; Other entity: MO 2999TC, LLC; Other entity: Orchard Farms Village LLC; Other entity: Villita Towers LLC; Other entity: 126 Villita LLC; and

All other entities controlled, directly or indirectly, by Timothy Lynch Barton.

Receivership Order, 1] 1.

2. Pursuant to the Receivership Order, the Court assumed exclusive jurisdiction and

control over all assets of any kind of each of the Receivership Entities. See Receivership Order, 11

1.

3. true and correct copy of the Order Appointing Receiver (“Receivership Order”)

is attached as Exhibit A.

4. The Receivership Order stays all litigation as follows:

“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

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

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

ofthe 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.

APP000003

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 6 of 61 PageID 7103
36. A11 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 cause of action accrued or accruing in favor of one or more of

the Receivership Entities against third person or party, any applicable statute oflimitation

is tolled during the period in which this injunction against commencement of legal

proceedings is in effect as to that cause of action.”

Receivership Order 1m 34-36.

5. Accordingly, the Receiver hereby provides notice that this action is stayed.

Respectfully submitted,

By: /s/ Charlene C. Koonce

Charlene C. Koonce

State Bar No. 11672850

charlene@brownfoxlaw.com

BROWN FOX PLLC

8111 Preston Road, Suite 300

Dallas, Texas 75225

T: (214) 327-5000

F: (214) 327-5001

Attorneys for Receiver Cortney C. Thomas

CERTIFICATE OF SERVICE

certify that on October 20, 2022, true and correct copy of this document was delivered

to counsel ofrecord by electronic service in accordance with the Texas Rules of Civil Procedure.

/s/ Charlene Koonce

Charlene Koonce

APP000004

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 7 of 61 PageID 7104
Case 3:22-cv-02118—X Document 29 Filed 10/18/22 Page of 25 PagelD 581

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

SECURITIES AND EXCHANGE

COMMISSION,

Plam t'lffi Civil Action No. 3:22—cv-2118-X

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 EU), STEPHEN T. WALL,

Defendants,

DJD LAND PARTNERS, LLC, and

LDGOOl, LLC,

ReliefDefendants.

ORDER APPOINTING RECEIVER

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

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

Exhibit

APP000005

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 8 of 61 PageID 7105
Case 3:22-cv-02118—X Document 29 Filed 10/18/22 Page of 25 PagelD 582

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

appointment of 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 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 WallOO7, LLC, Wa11009, LLC, WallOlO, LLC, WallOll, LLC, Wa11012,

LLC, Wa11016, LLC, Wa11017, LLC, Wa11018, LLC, Wa11019, LLC, Carnegie

Development, LLC, DJD Land Partners, LLC, LDGOOl, 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

APP000006

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 9 of 61 PageID 7106
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page of 25 PagelD 583

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; JMRlOO 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 receiver at equity, and all powers conferred upon 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

APP000007

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 10 of 61 PageID 7107
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page of 25 PagelD 584

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 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;

APP000008

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 11 of 61 PageID 7108
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page of 25 PagelD 585

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.

APP000009

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 12 of 61 PageID 7109
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page of 25 PagelD 586

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 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 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 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 card was issued and/or with authority to use 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;

APP000010

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 13 of 61 PageID 7110
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page of 25 PagelD 587

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 ofthe 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.

APP000011

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 14 of 61 PageID 7111
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page of 25 PagelD 588

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 certified statement

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

APP000012

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 15 of 61 PageID 7112
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page of 25 PagelD 589

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

APP000013

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 16 of 61 PageID 7113
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 10 of 25 PageID 590

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 copy of this

Order, provide the Receiver 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 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 written request from the

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

10

APP000014

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 17 of 61 PageID 7114
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 11 of 25 PageID 591

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

11

APP000015

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 18 of 61 PageID 7115
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 12 of 25 PageID 592

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

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

occurred under the terms of 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 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

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 declaration identifying the name,

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

12

APP000016

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 19 of 61 PageID 7116
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 13 of 25 PageID 593

Defendants or Receivership Entities served with 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

13

APP000017

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 20 of 61 PageID 7117
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 14 of 25 PageID 594

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 new mailbox, or take any steps or make

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

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

14

APP000018

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 21 of 61 PageID 7118
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 15 of 25 PageID 595

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 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 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

15

APP000019

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 22 of 61 PageID 7119
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 16 of 25 PageID 596

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

employees; and (4) 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

16

APP000020

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 23 of 61 PageID 7120
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 17 of 25 PageID 597

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 cause of action accrued or accruing

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

any applicable statute oflimitation 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 federally insured bank to receive and hold all cash

equivalent Receivership Property (the “Receivership Funds”).

17

APP000021

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 24 of 61 PageID 7121
Case 3:22—cv-02118-X Document 29 Filed 10/18/22 Page 18 of 25 PageID 598

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 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.

18

APP000022

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 25 of 61 PageID 7122
Case 3:22—cv-02118-X Document 29 Filed 10/18/22 Page 19 of 25 PageID 599

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

Funds to obtain and maintain the status of 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 reasonable

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

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

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

actions and legal proceedings, for the benefit and on behalf ofthe 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.

19

APP000023

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 26 of 61 PageID 7123
Case 3:22—cv-02118-X Document 29 Filed 10/18/22 Page 20 of 25 PageID 600

47. The Receiver has 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 Wa11007, LLC, Wa11009, LLC, WallOlO, LLC,

WallOll, LLC, Wa11012, LLC, Wa11016, LLC, Wa11017, LLC, WallOlS, LLC, and

Wa11019, 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 Receivership Defendant is (or has been) placed in

20

APP000024

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 27 of 61 PageID 7124
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 21 of 25 PageID 601

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

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

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

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

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

Receivership Entities and may therefore file and manage 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 oflaw and Orders ofthis 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

21

APP000025

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 28 of 61 PageID 7125
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 22 of 25 PageID 602

resignation shall not be effective until the Court appoints 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 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 ofthe entry date ofthis 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 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. 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. schedule of all the Receiver’s receipts and disbursements

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

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

receivership;

22

APP000026

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 29 of 61 PageID 7126
Case 3:22—cv-02118-X Document 29 Filed 10/18/22 Page 23 of 25 PageID 603

D. 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. 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. 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 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

23

APP000027

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 30 of 61 PageID 7127
Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 24 of 25 PageID 604

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 complete copy of

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

in format to be provided by SEC staff.

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

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

receivership, the Receiver will file 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 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.

24

APP000028

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 31 of 61 PageID 7128
Case 3:22—cv-02118—X Document 29 Filed 10/18/22 Page 25 of 25 PageID 605

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 Final

Accounting, in 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.

25

BRANTL STARR

UNITED TATES DISTRICT JUDGE

APP000029

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 32 of 61 PageID 7129
Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide certificate of service that complies with all applicable rules.

Kimberley O'Rourke on behalf of Charlene Koonce

Bar No. 11672850

kimberley@brownfoxlaw.com

Envelope ID: 69454858

Status as of 10/21/2022 1:08 PM CST

Associated Case Party: JMJ DEVELOPMENT, LLC

Associated Case Party: TAMAMOI, LLC

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Vance McMurry vance@mcmurrylegal.com 10/21/2022 12:53:15 PM SENT

Name BarNumber Email TimestampSubmitted Status

Ian Ghrist 24073449 ian@ghristlaw.com 10/21/2022 12:53:15 PM SENT

Kyle B.Fonvi||e kyle@warrenfonvi|le.com 10/21/2022 12:53:15 PM SENT

Justus Anderson justus@warrenfonville.com 10/21/2022 12:53:15 PM SENT

Name BarNumber Email TimestampSubmitted Status

STEVEN METZGER smetzger@pmklaw.com 10/21/2022 12:53:15 PM SENT

APP000030

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 33 of 61 PageID 7130
EXHIBIT 2 

APP000031

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 34 of 61 PageID 7131
Tim Wells

214.367.6091

tim@brownfoxlaw.com

April 10, 2023 

Via Email (rhonda.pinson@dallascounty.org)

Honorable Judge Martin Hoffman

George L. Allen, Sr. Courts Building

68th Judicial District Court

600 Commerce Street, 5th Floor New Tower

Dallas, TX 75202

RE: Cause No. DC-22-02622; JMJ Development, LLC v. Tamamoi, LLC, et al.

Dear Judge Hoffman, 

As requested, on behalf of the Receiver, Cort Thomas, I submit this letter brief regarding

the authority of a federal court to enjoin a state court case in the context of a federal equity 

receivership. 

Pursuant to the Order Appointing Receiver, Judge Starr assumed exclusive jurisdiction

over all Receivership Entities and all Receivership Assets. See enclosed Receivership Order, ¶ 1. 

Just like the automatic stay that governs bankruptcy proceedings, the Receivership Order includes 

a stay of all litigation involving any Receivership Entity, such as JMJ Development, and all

Receivership Assets (the “Litigation Stay”). Id. ¶ 34–36. 

 The All Writs Act authorizes federal courts to “issue all writs necessary or appropriate in 

aid of their respective jurisdictions and agreeable to the usages and principles of law.” 28 U.S.C. 

§ 1651. The Act supports the Litigation Stay at issue here. As recently discussed by the Fifth

Circuit in the context of the Stanford Bank receivership: 

“[F]ederal injunctive relief may be necessary to prevent a state court from so interfering 

with a federal court’s consideration or disposition of a case as to seriously impair the

federal court's flexibility and authority to decide that case. Guided by principles of

federalism, we find[ ] a threat to the court's jurisdiction where a state proceeding threatens 

to dispose of property that forms the basis for federal in rem jurisdiction.”

Zacarias v. Stanford Int'l Bank, Ltd., 945 F.3d 883, 902–03 (5th Cir. 2019) (internal citations 

omitted). The All Writs Act thus provides unquestionable authority for the Litigation Stay 

included in the Receivership Order. 

APP000032

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 35 of 61 PageID 7132
April 10, 2023

Page 2

Similarly, federal courts supervising equitable receiverships have “broad powers and wide

discretion to determine the appropriate relief.” SEC v. Safety Fin. Serv., Inc., 674 F.2d 368, 372–

373 (5th Cir. 1982); SEC v. Kaleta, 530 Fed. Appx. 360, 362 (5th Cir. 2013). “These powers 

include the court's ‘inherent equitable authority to issue a variety of ‘ancillary relief’

measures.” SEC v. Wencke, 622 F.2d 1363, 1369 (9th Cir.1980) (footnote omitted). Such

‘ancillary relief’ includes injunctions to stay proceedings by non-parties to

the receivership. See id. at 1368–72 (affirming district court’s order to stay all persons, including

nonparties, from continuing with any proceedings against receivership entities); SEC v. Stanford

Int'l Bank Ltd., 424 Fed. Appx. 338, 340 (5th Cir. 2011) (‘It is axiomatic that a district court has

broad authority to issue blanket stays of litigation to preserve the property placed

in receivership pursuant to SEC actions.’”); Kaleta, 530 Fed. Appx. at 362 (same). 

Based on this well-established precedent, DC-22-02622, JMJ Development, LLC v.

Tamamoi, LLC, et al., should remain stayed. 

If the Court disagrees, the Receiver requests a brief continuance to allow time to obtain a

further order from Judge Starr, or if necessary, to file a mandamus petition in the Fifth District

Court of Appeals. Because the purpose of the receivership and the Litigation Stay is to preserve

limited funds for the eventual distribution to defrauded investors, the Receiver hopes to avoid the

expense of either alternative. 

Tim Wells 

Respectfully submitted,

APP000033

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 36 of 61 PageID 7133
1

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.

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

§

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,

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 1 of 25 PageID 581

APP000034

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 37 of 61 PageID 7134
2

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 2 of 25 PageID 582

APP000035

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 38 of 61 PageID 7135
3

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 

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 3 of 25 PageID 583

APP000036

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 39 of 61 PageID 7136
4

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;

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 4 of 25 PageID 584

APP000037

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 40 of 61 PageID 7137
5

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.

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 5 of 25 PageID 585

APP000038

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 41 of 61 PageID 7138
6

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;

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 6 of 25 PageID 586

APP000039

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 42 of 61 PageID 7139
7

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.

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 7 of 25 PageID 587

APP000040

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 43 of 61 PageID 7140
8

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 8 of 25 PageID 588

APP000041

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 44 of 61 PageID 7141
9

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 

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 9 of 25 PageID 589

APP000042

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 45 of 61 PageID 7142
10

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 

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 10 of 25 PageID 590

APP000043

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 46 of 61 PageID 7143
11

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 11 of 25 PageID 591

APP000044

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 47 of 61 PageID 7144
12

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 12 of 25 PageID 592

APP000045

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 48 of 61 PageID 7145
13

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 13 of 25 PageID 593

APP000046

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 49 of 61 PageID 7146
14

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.

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 14 of 25 PageID 594

APP000047

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 50 of 61 PageID 7147
15

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 15 of 25 PageID 595

APP000048

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 51 of 61 PageID 7148
16

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 16 of 25 PageID 596

APP000049

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 52 of 61 PageID 7149
17

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”).

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 17 of 25 PageID 597

APP000050

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 53 of 61 PageID 7150
18

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.

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 18 of 25 PageID 598

APP000051

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 54 of 61 PageID 7151
19

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.

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 19 of 25 PageID 599

APP000052

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 55 of 61 PageID 7152
20

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 

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 20 of 25 PageID 600

APP000053

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 56 of 61 PageID 7153
21

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 

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 21 of 25 PageID 601

APP000054

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 57 of 61 PageID 7154
22

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;

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 22 of 25 PageID 602

APP000055

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 58 of 61 PageID 7155
23

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 23 of 25 PageID 603

APP000056

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 59 of 61 PageID 7156
24

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.

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 24 of 25 PageID 604

APP000057

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 60 of 61 PageID 7157
25

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

Case 3:22-cv-02118-X Document 29 Filed 10/18/22 Page 25 of 25 PageID 605

APP000058

Case 3:22-cv-02118-X Document 212 Filed 04/18/23 Page 61 of 61 PageID 7158