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JINA L. CHOI (N.Y. Bar No. 2699718)

ERIN E. SCHNEIDER (Cal. Bar No. 216114)

 schneidere@sec.gov

STEVEN D. BUCHHOLZ (Cal. Bar No. 202638)

 buchholzs@sec.gov

ANDREW J. HEFTY (Cal. Bar No. 220450) heftya@sec.gov

SUSAN F. LaMARCA (Cal. Bar No. 215231)

 lamarcas@sec.gov

THOMAS J. EME (Ill. Bar No. 6224870) emet@sec.gov

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION

44 Montgomery Street, Suite 2800

San Francisco, CA 94104

Telephone: (415) 705-2500

Facsimile: (415) 705-2501

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

SAN FRANCISCO REGIONAL CENTER, LLC; 

THOMAS M. HENDERSON; CALIFORNIA 

GOLD MEDAL, L.P.; CALLSOCKET, L.P.; 

CALLSOCKET II, L.P.; CALLSOCKET III, L.P.; 

COMPREHENSIVE CARE OF OAKLAND, L.P.; 

NA3PL, L.P.; WEST OAKLAND PLAZA, L.P.; 

CALLSOCKET, LLC; CALLSOCKET II, LLC; 

CALLSOCKET III, LLC; COMPREHENSIVE 

CARE OF CALIFORNIA, LLC; IMMEDIA, LLC; 

and NORTH AMERICA 3PL, LLC,

Defendants, and

CALLSOCKET HOLDING COMPANY, 

LLC; CALLSOCKET III HOLDING 

COMPANY, LLC; BERKELEY 

HEALTHCARE DYNAMICS, LLC; 

CENTRAL CALIFORNIA FARMS, LLC; 

and JL GATEWAY, LLC,

Relief Defendants.

Case No. ________

COMPLAINT

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 1 of 26
COMPLAINT 1

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Plaintiff Securities and Exchange Commission (“the Commission” or “the SEC”) alleges:

SUMMARY OF THE ACTION

1. From in or around 2010 through the present, Thomas Henderson, his Oakland, 

California-based company, San Francisco Regional Center, LLC (“SFRC”), and other companies 

under Henderson’s control have fraudulently raised at least $107 million in securities issued to 

approximately 215 investors by SFRC-related companies. 

2. Henderson used his companies to entice predominantly Chinese foreign nationals to 

make investments of $500,000 each, purportedly to fund one of seven business projects. Henderson 

and SFRC pitch the investments as a means to participate in the Employment–Based Immigration 

Fifth Preference program (“EB-5 Program”), which is administered by the United States Citizenship 

and Immigration Services (“USCIS”) and provides a means for foreign nationals to qualify for United 

States permanent residency if they make a qualified investment of $500,000 or more in a specified 

project that is determined to have created or preserved at least 10 jobs for United States workers.

3. Henderson, through SFRC, has sponsored a total of seven business projects under the 

EB-5 program (“EB-5 Projects”), including a skilled nursing facility, three calls centers, a 

warehousing/third-party logistics business, a retail grocery and restaurant business, and a dairy 

processing business. Investors in each EB-5 Project paid $500,000 for an interest in a limited 

partnership. To solicit EB-5 Program investors, Henderson used marketing materials, including 

private placement memoranda and business plans, which represent that each investor’s $500,000 

“capital contribution” would be used by the limited partnership to start and operate, or make loans to, 

a specific, job-creating business. 

4. Rather than using each investor’s $500,000 capital contribution solely for the project 

for which it was solicited, Henderson has used at least $9.6 million from SFRC accounts with 

commingled funds, including investor funds, to benefit himself through his non-EB-5 business 

ventures and other means. For example, Henderson used $346,000 of investor funds to purchase his 

$1.4 million personal residence in Oakland, California. He used approximately $3.8 million from 

commingled SFRC accounts with investor funds to build out and operate two restaurants in Oakland, 

California that are not related to any of EB-5 Project businesses, and in which he had an ownership 

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 2 of 26
COMPLAINT 2

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interest. He used another $5.1 million from SFRC accounts commingled with investor funds to fund 

three more non-EB-5 business ventures that benefited him. And he caused SFRC to pay $394,000 

from its commingled accounts to himself or for services or goods for his benefit. 

5. In addition to their $500,000 capital contributions, investors are required to pay a

“syndication fee,” ranging from $40,000 to $60,000. Henderson and his companies provided 

investors with marketing materials stating that the syndication fees will be used to pay expenses

related to the offering, including paying finder’s fees to overseas agents who solicit investors for the 

projects; the materials further state that investors’ entire capital contributions thus remain available 

for job-creating investments. Despite these assurances, Henderson diverted at least $7.5 million from 

investor capital contributions to pay overseas marketing agents. 

6. Finally, Henderson has engaged in an elaborate shell game of using funds raised for 

one EB-5 Project to fund other EB-5 Projects, contrary to representations made to investors who were 

told their investment would be used for a specific EB-5 Project. Henderson’s actions have 

jeopardized both the investors’ prospects for an economic return, as well as their ability to obtain 

permanent residency through the EB-5 Program.

7. Based on the above, the Defendants have violated and will continue to violate the 

federal securities laws. In order to protect current investors and the public, and to halt Defendants’ 

fraud, the Commission seeks an order enjoining the Defendants from further violations of the anti-fraud 

provisions of the federal securities laws, and providing other equitable and related relief including the 

appointment of a receiver.

JURISDICTION AND VENUE

8. The Commission brings this action pursuant to Sections 20(b), 20(d), and 22(a) of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 

21(d), 21(e), and 27 of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d), 

78u(e), and 78aa]. 

9. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)] and Sections 21(d), 21(e), and 

27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 3 of 26
COMPLAINT 3

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10. Defendants, directly or indirectly, made use of means or instruments of transportation 

or communication in interstate commerce, or of the mails, in connection with the acts, transactions, 

practices, and courses of business alleged in this Complaint.

11. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)]. Acts, practices, 

transactions, and courses of business that form the basis for the violations alleged in this Complaint 

occurred in Alameda County, California.

12. Under Civil Local Rule 3-2(d), this case should be assigned to the San Francisco or 

Oakland Division because a substantial part of the events or omissions that give rise to the claims

alleged herein occurred in Alameda County, where SFRC’s principal place of business is located. 

DEFENDANTS

13. Thomas M. Henderson (“Henderson”), age 68, is a resident of Oakland, California. 

At all relevant times, Henderson controlled the other Defendants and Relief Defendants by virtue of 

his management authority over them and, for some, through his ownership interest in them, as 

described more fully below. 

14. San Francisco Regional Center, LLC (“SFRC”) is a California limited liability 

company formed on or around September 14, 2010, with its principal place of business in Oakland, 

California. Henderson is the Chief Executive Officer and President of SFRC. According to 

Henderson, he has a 67 percent ownership interest in SFRC. Through at least December 2016, 

Henderson controlled the operations of SFRC. SFRC is the General Partner of Defendants NA3PL, 

L.P., West Oakland Plaza, L.P., and California Gold Medal, L.P., in addition to holding ownership 

interests in other Defendants and Relief Defendants, as described below. In November 2011, USCIS 

designated SFRC a “Regional Center,” which permitted SFRC to sponsor commercial enterprises in 

which investors invest through the EB-5 Program. At least nine bank accounts were opened in 

SFRC’s name, from approximately October 2010 to December 2014. Henderson was the sole 

signatory on all those accounts. 

15. Immedia, LLC (“Immedia”) is a California limited liability company formed on or 

around September 14, 2010, with its principal place of business in Oakland, California. Immedia is 

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 4 of 26
COMPLAINT 4

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owned by SFRC and Henderson. According to Henderson, Immedia does not conduct any business 

operations of its own, except for opening bank accounts for conducting aspects of SFRC’s business 

since approximately November 2015. At least two bank accounts were opened in Immedia’s name, 

both in November 2015. Henderson was the sole signatory on these two accounts. At Henderson’s 

direction, funds from investors for at least some of the EB-5 Projects were transferred into and out of 

these accounts. 

16. Comprehensive Care of California, LLC is a California limited liability company 

formed on or around September 10, 2010, with its principal place of business in Oakland, California. 

It is the general partner of, and controls, Defendant Comprehensive Care of Oakland, L.P. SFRC is 

currently a manager of Comprehensive Care of California, LLC and was its 50 percent owner from its 

formation through at least July 2016.

17. Comprehensive Care of Oakland, L.P. is a California limited partnership, formed on 

or around September 14, 2010, with its principal place of business in Oakland, California. It issued 

securities to investors in the form of limited partnership interests, first as part of a stand-alone EB-5 

enterprise and, later, a Project sponsored by SFRC, soliciting the investments through private 

placement memoranda and business plans which represented that it would use investor capital 

contributions to capitalize, own and operate a skilled nursing facility.

18. CallSocket, LLC is a California limited liability company, formed on or around July 

5, 2011, with its principal place of business in Oakland, California. It is the general partner of, and 

controls, Defendant CallSocket, L.P. SFRC is a managing member and at least 47.5 percent owner of 

CallSocket, LLC. CallSocket, LLC is currently under the control of a receiver appointed in or about 

March 2016 in Young v. Henderson, et al., Case No. RG15778891, Superior Court of California, 

Alameda County (filed July 22, 2015) (“Young v. Henderson”). 

19. CallSocket, L.P. is a California limited partnership, formed on or around September 

1, 2011, with its principal place of business in Oakland, California. It issued securities in the form of 

limited partnership interests to investors as part of an EB-5 Project sponsored by SFRC, soliciting the 

investments through a private placement memorandum and business plan which represented that it 

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COMPLAINT 5

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would use investor capital contributions to start and operate a call center business. CallSocket, L.P. 

is currently under the control of the receiver appointed in Young v. Henderson.

20. CallSocket II, LLC is a California limited liability company, formed on or around 

June 14, 2012, with its principal place of business in Oakland, California. It is the general partner of, 

and controls, Defendant CallSocket II, L.P. SFRC is a managing member and at least 50 percent 

owner of CallSocket II, LLC. CallSocket II, LLC is currently under the control of the receiver 

appointed in Young v. Henderson.

21. CallSocket II, L.P. is a California limited partnership, formed on or around June 14, 

2012, with its principal place of business in Oakland, California. It issued securities in the form of 

limited partnership interests to investors as part of an EB-5 Project sponsored by SFRC, soliciting the 

investments through a private placement memorandum and business plan which represented that it 

would use investor capital contributions to start and operate a second call center business. CallSocket 

II, L.P. is currently under the control of the receiver appointed in Young v. Henderson.

22. CallSocket III, LLC is a California limited liability company, formed on or around 

February 25, 2014, with its principal place of business in Oakland, California. It is the general 

partner of, and controls, Defendant CallSocket III, L.P. SFRC is a managing member and at least 50 

percent owner of CallSocket III, LLC. CallSocket III, LLC is currently under the control of the

receiver appointed in Young v. Henderson.

23. CallSocket III, L.P. is a California limited partnership, formed on or around January 

3, 2013, with its principal place of business in Oakland, California. It issued securities in the form of 

limited partnership interests to investors as part of an EB-5 Project sponsored by SFRC, soliciting the 

investments through a private placement memorandum and business plan which represented that it 

would use investor capital contributions to start and operate a third call center business. CallSocket 

III, L.P. is currently under the control of the receiver appointed in Young v. Henderson.

24. North America 3PL, LLC is a California limited liability company, formed on or 

around July 22, 2010, with its principal place of business in Oakland, California. A so-called jobcreating entity, it purportedly would borrow money from Defendant NA3PL, L.P., and use it to fund 

the development, construction, and initial operating expenses of a warehouse/third-party logistics

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 6 of 26
COMPLAINT 6

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facility. Henderson is a member and 40 percent owner of North America 3PL, LLC, and from its 

formation through at least March 2016 he was one of its managers.

25. NA3PL, L.P. is a California limited partnership, formed on or around February 25, 

2014, with its principal place of business in Oakland, California. It issued securities to investors as 

part of an EB-5 Project sponsored by SFRC, soliciting the investments through a private placement 

memorandum and business plan which represented that it would loan investor capital contributions to 

Defendant North America 3PL, LLC, which would use the loaned funds for the development, 

construction, and initial operating expenses of a warehouse/third-party logistics facility.

26. West Oakland Plaza, L.P. is a California limited partnership, formed on or around 

January 16, 2015, with its principal place of business in Oakland, California. It issued securities to 

investors as part of an EB-5 Project sponsored by SFRC, soliciting the investments through a private 

placement memorandum and business plan which represented that it would loan investor capital 

contributions to non-party West End Market, LLC, which would use the loaned funds for the 

development, construction, and initial operating expenses of a food service and grocery business. 

27. California Gold Medal, L.P. is a California limited partnership, formed on or around 

March 4, 2015, with its principal place of business in Oakland, California. It issued securities to 

investors as part of an EB-5 Project sponsored by SFRC, soliciting the investments through a private 

placement memorandum and business plan which represented that it would loan investor capital 

contributions to non-party Crystal Golden, LLC, which would use the loaned funds for the 

development, construction, and initial operating expenses of a production and worldwide distribution 

facility for dairy products. 

RELIEF DEFENDANTS

28. The following entities are named as Relief Defendants in this action for the purpose of 

assuring complete relief. Each received investor money or property that was obtained in violation of 

the federal securities laws. The Relief Defendants have no legitimate claim to such money or 

property or the fruits derived therefrom. 

29. CallSocket Holding Company, LLC is a California limited liability company formed 

on or around November 4, 2011, with its principal place of business in Oakland, California. From 

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 7 of 26
COMPLAINT 7

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approximately December 2011 to December 2016, it held title to real property known as the Oakland 

Tribune Tower, located at 409 13th Street in Oakland, California. Approximately $1.3 million of 

capital contributions from Comprehensive Care of Oakland, L.P. were used for the purchase of the 

property. SFRC is a member and 80 percent owner of CallSocket Holding Company LLC. SFRC 

was also the sole manager of CallSocket Holding Company LLC until in or about March 2016 when 

it was placed into the receivership created in Young v. Henderson. The receiver currently controls the 

entity and the proceeds from the sale of the Tribune Tower property.

30. CallSocket III Holding Company, LLC, is a California limited liability company 

formed on or around March 11, 2013, with its principal place of business in Oakland, California. 

From June 2013 to March 2016, it held title to real property known as the I. Magnin Building, located 

at 2001 Broadway, Oakland, California. Approximately $2.4 million in capital contributions from 

CallSocket, L.P. and CallSocket II, L.P. were used towards the purchase of the property in June 2013. 

SFRC is a member, approximately 99 percent owner, and until placed into the state-court

receivership in Young v. Henderson, was the sole manager of CallSocket III Holding Company, LLC. 

The I. Magnin Building was sold in or about March 2016 and the state court receiver holds the 

remaining proceeds from the sale.

31. Berkeley Healthcare Dynamics, LLC, is a California limited liability company, 

formed in or around October 2012, with its principal place of business in Oakland, California. 

Henderson has either a direct or indirect ownership interest in Berkeley Healthcare Dynamics, LLC.

Berkeley Healthcare Dynamics, LLC holds legal title to real property located at 1700 20th Street in 

Oakland, California. Approximately $2.5 million from CallSocket, L.P., including at least $1.95 

million of CallSocket, L.P. investors’ capital contributions, was used to purchase the property. In 

March 2016, the property, but not Berkeley Healthcare Dynamics, LLC, was placed under the control 

of the receiver appointed in Young v. Henderson.

32. JL Gateway, LLC is a California limited liability company, formed on or around 

June 26, 2014, with its principal place of business in Oakland, California. It holds legal title to real 

property located at 800-900 Market Street in Oakland, California. Approximately $150,000 of 

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 8 of 26
COMPLAINT 8

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investors’ funds from CallSocket III, L.P. and NA3PL, L.P. was used towards the purchase of the 

property. SFRC is a managing member and 75 percent owner of JL Gateway, LLC.

33. Central California Farms, LLC, is a California limited liability company, formed in

or around January 16, 2015, with a business addresses listed with the California Secretary of State in 

Oakland, California. It holds legal title to real property located at 417 and 615 North Burnett Road, 

Tipton, California, and approximately $2.48 million of investors’ capital contributions from 

Defendant California Gold Medal, L.P. was used to purchase this property. SFRC is a member, 50 

percent owner, and sole manager of Central California Farms, LLC.

FACTUAL ALLEGATIONS

I. Henderson and SFRC Have Raised More Than $115 Million from Investors

34. From September 2010 through at least October 2016, Henderson has been soliciting 

investments in seven EB-5 Projects. In total, Henderson and SFRC have raised approximately $115 

million, comprised of approximately $107 million in “capital contributions” and $8.9 million in socalled “syndication fees,” from approximately 215 EB-5 Program investors. 

35. Investors in each of the seven EB-5 Projects have been solicited with a Business Plan 

and a Private Placement Memorandum (“PPM”), both of which were approved by Henderson. Each 

PPM identifies a limited partnership, designed to fund a particular EB-5 Project, as the issuer of the 

securities purchased by investors. 

36. For each EB-5 Project investment, the PPM and Limited Partnership Agreement state 

that in exchange for the “capital contribution” of $500,000, an investor will receive an interest in the

limited partnership and a share of net profits generated by the EB-5 Project. Based on the businesses 

formed using the entirety of the investors’ capital contributions and the jobs to be generated from 

creating these businesses, the investors are expected to file petitions with USCIS seeking residency in 

the United States under the EB-5 Program.

37. Investors also pay an additional “syndication fee” of $40,000, $50,000, or $60,000

(depending on the particular EB-5 Project). The syndication fees are to be paid to the general partner 

of the EB-5 Project and are supposed to be the means for paying the offering expenses, including socalled “finders’ fees” and legal fees. The separate fee is described in the offering materials as a 

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 9 of 26
COMPLAINT 9

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means to ensure that the entirety of the investor’s $500,000 capital contribution remains free for jobcreating investments.

38. Henderson reviewed the Business Plans and the PPMs for each offering in each EB-5 

Project. He had final authority to approve these documents; and he did approve them for distribution 

to prospective investors. Henderson approved the Business Plans and PPMs for SFRC, the general 

partners, and the limited partnerships for each of the EB-5 Projects. As directed by Henderson or 

SFRC staff, overseas marketing agents deliver the Business Plans and PPMs to prospective investors 

in the EB-5 Projects before they invest.

39. All of the Defendants have engaged in a scheme to solicit funds from foreign investors 

and to misappropriate those funds for Henderson’s personal benefit. And each of the Defendants 

engaged in manipulative or deceptive acts in furtherance of this scheme. Henderson, SFRC, the other 

general partners, and the limited partnerships solicited funds by creating the false appearance that 

each EB-5 Project was a distinct business that complied with USCIS requirements and provided 

investors with both the possibility of a return on their investment and a means to obtain U.S. 

residency under the EB-5 Program. 

40. Henderson and SFRC used bank accounts in the names of SFRC and Immedia and 

numerous, multi-step transactions to commingle funds for the EB-5 Projects, masking the true 

sources of the funds and creating a common fund to pay expenses and finders’ fees, buy property, and 

enrich Henderson. In particular, from 2010 through 2016, Henderson controlled numerous bank 

accounts in the name of SFRC into which he deposited and transferred out investor funds raised for 

each of the EB-5 Projects. From late 2015 through the present, Henderson additionally opened at 

least two bank accounts in the name of Immedia, into which he has deposited and transferred out 

investor funds raised for certain of the EB-5 Projects.

41. Indeed, Henderson frequently commingled capital contributions from investors in the 

separate EB-5 Projects by transferring them into SFRC or Immedia bank accounts and then 

redirecting the funds in the commingled accounts to whatever use he determined, frequently without 

regard to the EB-5 Project (or other source) from which the money had been obtained.

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 10 of 26
COMPLAINT 10

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II. Henderson Used at Least $9.6 Million from SFRC Accounts with Commingled Investor 

Funds to Benefit Himself

42. Contrary to the Business Plans and PPMs, Henderson did not use the entirety of the 

investors’ capital contributions to start and operate, or to lend money for such purposes to, the

distinct businesses associated with the EB-5 Projects. Instead, Henderson has used at least $9.6

million from SFRC accounts commingled with investor funds to benefit himself through non-EB-5 

business ventures and other means.

43. For example, in November 2014, he used approximately $346,000 of funds from 

investors in the CallSocket III EB-5 Project L.P., towards the purchase of his $1.4 million personal 

residence in Oakland, California. And from December 2011 through November 2015, Henderson 

caused SFRC to pay $394,000 from its commingled accounts to himself or for services or goods for 

his benefit. 

44. Henderson took additional investor funds for himself. For example, Henderson used 

approximately $3.8 million from commingled SFRC accounts with investor funds to build out and 

operate two restaurants in Oakland, California. Henderson had an indirect ownership interest in both 

restaurants, as well as a right to net profits, through his ownership interest in SFRC. Neither 

restaurant is related to any of the EB-5 Project businesses, and the offering materials provided to EB5 investors by Henderson and other Defendants did not disclose that that their funds would be used 

for these restaurants.

45. Similarly, at Henderson’s direction, from January 2013 to December 2013 a net of 

approximately $257,000 was paid to or on behalf of Starr Brand, LLC from an SFRC account. Starr 

Brand, LLC is an entity in which Henderson held an indirect ownership interest through SFRC. 

According to Henderson, Starr Brand, LLC never conducted any business. The offering materials 

provided to EB-5 investors by Henderson and other defendants failed to disclose that that their funds 

would be paid to or on behalf of Starr Brand, LLC.

46. Henderson misused additional investor money on other non-EB-5 business ventures

that personally benefited him. For example, in November 2012, Henderson, making transfers 

through SFRC, used approximately $2.5 million from investors in CallSocket I to purchase a 

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COMPLAINT 11

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warehouse in Oakland, California. He placed title in non-party Berkeley Healthcare Dynamics, L.P., 

an entity in which he has an indirect ownership interest. Over the period November 2012 through 

January 2014, Henderson transferred an additional approximately $2.2 million from SFRC bank 

accounts with commingled investor funds to this same non-party. In February 2014, Henderson then 

formed the limited partnership NA3PL, L.P. for a new warehouse EB-5 Project, which received its 

first investor funds in May 2014. That EB-5 Project is located at the warehouse property and, for at 

least some period of time, paid rent to the current title holder, Relief Defendant Berkeley Healthcare 

Dynamics, LLC, another entity in which Henderson has either a direct or indirect ownership interest. 

47. Similarly, in around December 2014, Henderson commingled funds from NA3PL, 

L.P. and CallSocket III and used $150,000 of the commingled funds toward the purchase of a 

shopping complex located at 800-900 Market Street in Oakland, California. Henderson placed title in 

Relief Defendant JL Gateway, LLC, which is owned 75 percent by SFRC, an entity owned in part by 

Henderson. The PPMs and business plans for NA3PL, L.P. and CallSocket III did not disclose that 

investors’ funds for those Projects would be used to purchase this property. Instead, the Business 

Plan for the West Oakland Plaza EB-5 Project states that that Project would develop a grocery 

store/restaurant, and commercial kitchen at the 800-900 Market Street location. But the limited 

partnership for that Project was not even formed until January 2015 – a month after the purchase of 

the property – and the first investor funds for that Project were not received until November 2015. 

Furthermore, from at least May 2016 to November 2016, West Oakland Plaza made rent payments to

JL Gateway, LLC, an entity in which Henderson has an indirect ownership interest through SFRC.

Thus, Henderson used investor funds from two EB-5 Projects towards the purchase of property that 

would come to be used by a third EB-5 Project that pays rent to an entity in which Henderson has an 

indirect ownership interest – and Henderson also gave himself an ownership interest in the 

underlying property itself. 

48. Finally, Henderson converted assets that were purchased with EB-5 investor funds to 

his own purposes. For instance, Henderson allowed one of the restaurants in which he had an indirect 

ownership interest to operate without paying rent for a period from the Oakland Tribune Tower 

building, which had been purchased in part with capital contributions from investors in 

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COMPLAINT 12

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Comprehensive Care of Oakland, L.P. Indeed, Henderson permitted other entities with which he is 

associated – including a law firm that has provided him services – to use space in the Tribune Tower 

while paying no rent or below-market rent.

49. Henderson was able to thus divert investor money, and EB-5 Project related funds to 

his own purposes given his control over the various entities’ bank accounts, as well as his control 

over the entities generally.

50. Henderson knew, or was reckless in not knowing, that the use of investor money for 

these non-EB-5 business ventures, his personal residence, to pay himself, and for services and goods 

for his benefit, was contrary to the way in which he represented to investors he would use their 

money.

III. Henderson Misused $7.5 Million in Capital Contributions to Pay Finder’s Fees

51. Contrary to representations to investors, Henderson has used their capital contributions 

to pay overseas marketing agents or “finders” who marketed the EB-5 Projects to investors. 

52. As described above, the PPMs for the EB-5 Projects describe the additional 

“syndication fee” as the means for paying offering expenses, specifying that the general partners 

expect to use the syndication fees to pay for, among other things, “finder’s fees.” The PPMs also state 

that the purpose of assessing a separate syndication fee to cover such expenses is “to assure that” the 

$500,000 each investor paid was a “capital contribution and available to the Partnership for jobcreating investments.” 

53. Contrary to these representations, from approximately November 2011 through June 

2016, Henderson directed transfers totaling approximately $16.6 million from bank accounts of 

SFRC, Immedia, CallSocket, L.P., West Oakland Plaza, L.P., and California Gold Medal, L.P. for 

payments of finder’s fees to overseas agents who marketed the EB-5 Project investments. 

Syndication fees paid by investors across all seven EB-5 Projects totaled approximately $8.9 million, 

and were insufficient to cover the more than $16 million in finder’s fees payments. Henderson thus 

used at least $7.5 million in investor capital contributions to make payments to overseas marketing 

agents, contrary to the PPMs.

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 13 of 26
COMPLAINT 13

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54. Henderson and Defendants SFRC; California Gold Medal, L.P.; CallSocket, L.P.; 

CallSocket II, L.P.; CallSocket III, L.P.; Comprehensive Care of Oakland, L.P.; NA3PL, L.P.; West 

Oakland Plaza, L.P.; CallSocket, LLC; CallSocket II, LLC; CallSocket III, LLC; Immedia, LLC; 

North America 3PL, LLC, and Comprehensive Care of California, LLC knew, or were reckless in not 

knowing, that investors’ capital contributions were being used to pay finders’ fees contrary to the

representations to investors.

IV. The Seven EB-5 Projects Are Not Maintained As Distinct Businesses

55. Henderson has also used his discretion over the funds he commingled through the 

SFRC and Immedia bank accounts, and his control over each of the entities, to routinely use funds 

solicited for one project to fund other EB-5 Projects, contrary to representations in the PPMs and 

Business Plans provided to investors. Henderson’s frequent transfers of funds from the EB-5 Projects 

into and out of the SFRC and Immedia bank accounts served, as well, to obscure that Henderson 

transferred millions of dollars of investors’ funds from SFRC and Immedia to (1) pay overseas 

marketing agents, (2) fund his non-EB-5 business ventures; (3) use funds solicited for one EB-5 

Project to fund other EB-5 Projects; and (4) to pay or otherwise benefit himself.

56. Henderson’s use of funds solicited for one EB-5 Project to fund other EB-5 Projects or 

business entities was contrary to the representations in the PPMs and Business Plans provided to 

investors, and has seriously jeopardized both the investors’ prospects for an economic return, as well 

as their ability to obtain permanent residence through the EB-5 Program.

57. Henderson and Defendants SFRC; California Gold Medal, L.P.; CallSocket, L.P.; 

CallSocket II, L.P.; CallSocket III, L.P.; Comprehensive Care of Oakland, L.P.; NA3PL, L.P.; West 

Oakland Plaza, L.P.; CallSocket, LLC; CallSocket II, LLC; CallSocket III, LLC; Immedia, LLC; 

North America 3PL, LLC, and Comprehensive Care of California, LLC knew, or were reckless in not 

knowing, that using funds solicited for one Project to fund other EB-5 Projects was contrary to their 

representations to investors. 

A. Comprehensive Care of Oakland Skilled Nursing Facility EB-5 Project

58. The first EB-5 Project established by Henderson was Comprehensive Care of

Oakland, L.P. (“CCOO”), formed in September 2010. Initially, from approximately March 2011

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 14 of 26
COMPLAINT 14

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through mid-November 2011, 16 investors invested a total of approximately $8 million in capital 

contributions in CCOO, before SFRC was designated as a Regional Center by USCIS.

59. After SFRC was designated a Regional Center in November 2011, eight additional 

investors invested a total of approximately $4 million in capital contributions in CCOO through 

December 2013. In addition, certain CCOO investors paid syndication fees, some in the amount of 

$40,000, and others in the amount of $60,000; according to accounting and bank records received by 

the Commission, the total amount of syndication fees collected for the Project was approximately 

$440,000. CCOO directly or indirectly received capital contributions from investors in this EB-5 

Project. Syndication fees were payable to the general partner, Comprehensive Care of California, 

LLC. 

60. Investors in CCOO were told that their capital contributions would be committed to 

use by CCOO in its nursing business. The Business Plan CCOO investors were provided represents

that investor money will be used by CCOO to capitalize, own and operate a subacute care skilled 

nursing facility in Oakland, California.

61. The PPMs provided to investors, both before and after SFRC was designated a 

Regional Center sponsor, further state that the separation of the syndication fees from the capital 

contribution is “intended to assure that the entire Unit Price of $500,000 is capital contribution and 

available to the Partnership for job-creating investments.” Henderson approved the content and 

distribution of the Business Plan and PPM in both his individual capacity, and, through his authority, 

for SFRC, Comprehensive Care of California, LLC, and CCOO. Henderson, SFRC, Comprehensive 

Care of California, LLC, and CCOO thus made the representations in the Business Plans and PPMs. 

62. Despite these representations, from March 31, 2011 to June 17, 2016, Henderson 

caused to be transferred a net of approximately $4.7 million from CCOO to SFRC and Immedia that 

was not returned to the account for CCOO. 

63. Henderson used approximately $1.3 million in capital contributions from CCOO 

investors towards the purchase of a building known as the Tribune Tower, located at 409 13th Street 

in Oakland, California in or around December 2011. Though this significant sum raised from CCOO 

investors was used toward the $8 million purchase price, the Tribune Tower was titled in the name of 

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 15 of 26
COMPLAINT 15

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Relief Defendant CallSocket Holding Company, LLC; The PPM and Business Plan for CCOO did 

not disclose that investor funds would be used to purchase this property. 

64. Henderson, SFRC, Comprehensive Care of California, LLC, and CCOO knew, or 

were reckless in not knowing, that they were using investor money contrary to the ways in which 

they represented to investors they would. 

B. The Three CallSocket Call Center EB-5 Projects

65. After SFRC was designated a regional center in 2011, Henderson embarked on three 

“call center” EB-5 Projects. The first, CallSocket, L.P. (“CallSocket I”), raised approximately $18

million in capital contributions from approximately 36 investors, plus syndication fees totaling 

approximately $1.8 million, from April 2012 to June 2013. 

66. Similarly, the second call center, CallSocket II, L.P. (“CallSocket II”) raised a total of 

$15.5 million in capital contributions from 31 investors, plus syndication fees totaling approximately 

$1.5 million, from November 2012 to June 2014. Finally, the third, CallSocket III, L.P. (“CallSocket 

III”) raised approximately $19.5 million in capital contributions plus a total of approximately $1.6

million in syndication fees from 39 investors, from November 2013 to January 2016.

67. CallSocket I, CallSocket II, and CallSocket III directly or indirectly received capital 

contributions from investors in this EB-5 Project. The Syndication fees were payable to the general 

partners, CallSocket, LLC, CallSocket II, LLC, and CallSocket III, LLC. 

68. The Business Plans and PPMs for each of the three CallSocket EB-5 Projects represent 

that the investors’ capital contributions will be committed to establishing and operating the respective 

call center business. For example, the PPMs for each of the three Projects state that “the Partnership 

intends to invest all of each investor’s capital contribution of $500,000 in CallSocket, LP [and for II 

and III, CallSocket II, LP and CallSocket III, LP] that should protect the principal amount of 

investment as much as reasonably possible.” The PPMs further provide that the Syndication Fee is to 

be used to pay offering expenses, including a “finder’s fee,” which is “intended to assure that the 

entire Unit Price of $500,000 is capital contribution and available to the Partnership for job-creating 

investments.” The Business Plans for each of the three Projects elaborate on the particular call center 

business, describing, for example, their planned locations in different buildings, and specifying each 

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COMPLAINT 16

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of the three Project’s startup expenses by categories such as Design and Engineering, Equipment and 

Furnishings, Startup Expenses, and Labor and Payroll Expenses. Henderson approved the content 

and distribution of the Business Plan and PPM for each CallSocket EB-5 Project in both his 

individual capacity and, through his authority, for SFRC, the general partners (CallSocket, LLC, 

CallSocket II, LLC, and CallSocket III, LLC), and the limited partnerships (CallSocket, L.P., 

Callsocket II, L.P., CallSocket III, L.P.). Henderson, SFRC, and the CallSocket general partners and 

limited partnerships thus made the representations in the respective Business Plans and PPMs for 

each CallSocket EB-5 Project.

69. Despite these assurances, Henderson commingled the funds raised for each of the 

CallSocket EB-5 Projects and then disbursed those funds as he saw fit. 

70. For instance, as indicated above, in around November 2012, Henderson arranged for 

the purchase of a warehouse property located at 1700 20th Street in Oakland, California for $8.25 

million. Part of the purchase money for the property included approximately $2.5 million Henderson 

transferred from CallSocket I funds, including approximately $1.95 million in investor capital 

contributions. However, the property was titled in the name of an unrelated business, non-party 

Berkeley Healthcare Dynamics, L.P. The warehousing EB-5 Project is located on the property and 

for at least some period of time paid rent to the current title holder, Relief Defendant Berkeley 

Healthcare Dynamics, LLC. 

71. Similarly, in or around October 2012, Henderson used approximately $797,000 in 

capital contributions from CallSocket I investors towards the purchase of another property called the 

Community Bank Building, located at 1750 Broadway in Oakland, California. However, title was 

given to CallSocket II.

72. Again, in or around December 2012, Henderson used approximately $453,000 in 

capital contributions from CallSocket I investors to purchase a property known as the Dufwin 

Towers, located at 519 17th Street in Oakland, California. The property was also titled in the name 

of CallSocket II. 

73. Moreover, in approximately June 2013, Henderson used approximately $2.4 million in 

capital contributions obtained from investors in CallSocket I and CallSocket II to purchase the I. 

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COMPLAINT 17

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Magnin Building, located at 2001 Broadway in Oakland, California, which was titled in the name of 

Relief Defendant CallSocket III Holding Company, LLC. The I. Magnin Building was sold in or 

about March 2016 for net proceeds of approximately $9.8 million. 

74. Ultimately, Henderson directed funds away from certain CallSocket Projects. Thus, at

Henderson’s direction, from November 13, 2012 to March 24, 2016, a net of approximately $14.8 

million was transferred from CallSocket II to SFRC and Immedia that was not returned to the account 

for CallSocket II. Similarly, also at Henderson’s direction, from March 31, 2013 to March 31, 2016, 

a net of approximately $19 million, including approximately $16.5 million in capital contributions, 

was transferred from CallSocket III to SFRC and Immedia that was not returned to the account for 

CallSocket III. Indeed, CallSocket III has not operated a call center.

75. Henderson, SFRC, the general partners (CallSocket, LLC, CallSocket II, LLC, and 

CallSocket III, LLC), and the limited partnerships (CallSocket, L.P., CallSocket II, L.P., CallSocket 

III, L.P.) knew, or were reckless in not knowing, that they were using investor money contrary to the 

ways in which they represented to investors that they would. 

C. NA3PL, L.P. Warehousing/Third-Party Logistics Project

76. The fifth EB-5 Project Henderson established and SFRC sponsored, NA3PL, L.P., 

raised approximately $20 million in capital contributions and approximately $2 million in syndication 

fees, from approximately 40 investors from May 2014 to March 2016. NA3PL, L.P. and its general 

partner, SFRC, directly or indirectly received capital contributions from investors in this EB-5 

Project. 

77. The Business Plan and PPM for the NA3PL, L.P. project represent that capital 

contributions from its investors will be loaned to North America 3PL, LLC to fund the development 

and operations of a warehousing/third-party logistics business. For example, the Business Plan states

that NA3PL, L.P. “will raise $20M [million] of equity from up to 40 EB-5 investors and loan the 

$20M to NA3PL, LLC (the Job Creating Entity)” which “will use the funds to support its 

development and operations of a warehousing/third-party logistics business that supports importers 

and exporters moving goods through the Port of Oakland.” The PPM provided to investors for 

NA3PL, L.P. assures that the separate syndication fee will be used to pay offering expenses, and this 

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 18 of 26
COMPLAINT 18

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is “intended to assure that $500,000 of each Subscription Price is capital contribution and available to 

the Partnership for job-creating investments.” Henderson approved the content and distribution of

the Business Plan and PPM in both his individual capacity, and, through his authority, for SFRC and 

NA3PL, L.P. Thus, Henderson, SFRC, and NA3PL, L.P. made the representations in the Business 

Plan and PPM.

78. Contrary to these claims, Henderson diverted funds raised for NA3PL, L.P., away 

from this EB-5 Project. Thus, at Henderson’s direction, from March 31, 2014 to March 31, 2016, a 

net of approximately $17.4 million was transferred from NA3PL, L.P. and North America 3PL, LLC, 

including a net of at least $15.3 million in capital contributions, to SFRC and Immedia that was not 

returned to the accounts for NA3PL, L.P. or North America 3PL, LLC. 

79. As he did with respect to the other EB-5 Projects, Henderson also diverted funds 

sourced from NA3PL, L.P. to purchase property for an unrelated business venture. As indicated 

above, in around December 2014, Henderson commingled funds sourced from NA3PL, L.P. and 

CallSocket III and used $150,000 of the commingled funds toward the purchase of a shopping

complex located at 800-900 Market Street in Oakland, California. The property is titled in the name 

of Relief Defendant JL Gateway, LLC, and the Business Plan for the West Oakland Plaza EB-5 

Project states that that Project would develop a grocery store/restaurant, and commercial kitchen on 

the property.

80. Henderson, SFRC, and NA3PL, L.P. knew, or were reckless in not knowing, that they 

were using investor money contrary to the ways in which they represented to investors they would.

D. West Oakland Plaza Retail Center Project

81. The sixth EB-5 Project Henderson established and SFRC sponsored, West Oakland 

Plaza, L.P. (“West Oakland Plaza”), raised a total of approximately $2 million in capital 

contributions and approximately $210,000 in syndication fees from four investors, from November 

2015 to September 2016. West Oakland Plaza and Immedia, doing business as SFRC, directly or 

indirectly received capital contributions from investors in this EB-5 Project. 

82. The Business Plan and PPM for West Oakland Plaza represent that capital 

contributions from its investors will be loaned to non-party West End Market, LLC (“West End 

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COMPLAINT 19

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Market”), for use in a retail center business. For example, the Business Plan states that West Oakland 

Plaza will “raise $10 million (USD) of equity from 20 EB-5 investors and loan the money to West 

End Market, LLC” the “job creating entity,” which “will use the funds to support development and 

operations of a grocery store/restaurant and related commercial kitchen in an existing shopping 

complex.” And the PPM states that the separate syndication fee is “intended to assure that the entire 

Unit Price of $500,000 is capital contribution and available to the Partnership for job-creating 

investments.” Henderson approved the content and distribution of the Business Plan and PPM in 

both his individual capacity, and, through his authority, for SFRC and West Oakland Plaza. Thus, 

Henderson, SFRC, and West Oakland Plaza made the representations in the Business Plan and PPM. 

83. Despite these assurances, Henderson also diverted money from this EB-5 Project to 

other purposes. For example, from approximately April 2016 to August 2016, Henderson caused 

West Oakland Plaza to pay approximately $786,000 of funds from its investors to North America 

3PL, LLC.

84. Furthermore, contrary to its Business Plan, West Oakland Plaza has not loaned funds 

to West End Market.

85. Henderson, SFRC, and West Oakland Plaza knew, or were reckless in not knowing, 

that they were using investor money contrary to the ways in which they represented to investors they 

would.

E. California Gold Medal Dairy Processing Project

86. The seventh EB-5 Project Henderson established and SFRC sponsored, California 

Gold Medal, L.P. (“California Gold Medal”), has, as of November 2016, raised approximately $21.5 

million in capital contributions and approximately $1.1 million in syndication fees from 43 investors 

from August 2015 to November 2016. California Gold Medal and its general partner, SFRC, directly 

or indirectly received capital contributions from investors in this EB-5 Project. 

87. The Business Plan and PPM for California Gold Medal state that capital contributions 

from its investors will be loaned to non-party Crystal Golden, LLC (“Crystal Golden”), for use in a

dairy processing business. For example, the Business Plan states that California Gold Medal will 

“raise $50 million from 100 EB-5 investors and loan these funds to Crystal Golden, LLC (the Job 

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COMPLAINT 20

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Creating Entity),” which will “use the funds to support its development and operations of a dairy 

processing company that will source California milk and process it into UHT dairy products 

specifically for the export market.” And its PPM states that the syndication fee is to be used to pay 

offering expenses in order “to assure that the entire Unit Price of $500,000 is capital contribution and 

available to the Partnership for job-creating investments.” Henderson approved the content and 

distribution of the Business Plan and PPM in both his individual capacity, and, through his authority, 

for SFRC and California Gold Medal. Thus, Henderson, SFRC, and California Gold Medal made the 

representations in the Business Plan and the PPM. 

88. Despite these assurances, in around November 2015, Henderson used approximately 

$2.48 million in capital contributions from California Gold Medal investors toward the purchase of

property in Tipton, California, on which there was an existing dairy processing facility, which was 

titled in the name of Relief Defendant Central California Farms, LLC (“Central California Farms”). 

Henderson holds an indirect ownership interest in Central California Farms through SFRC. Central 

California Farms is not identified in the PPM or Business Plan as the “Job Creating Entity.” 

Henderson failed to adhere to the representations in the Business Plan and PPM, which told investors 

that their capital contributions would be loaned to Crystal Golden, LLC to buy the property. 

89. Furthermore, Henderson has used another approximately $1.8 million of California 

Gold Medal investor’s funds to directly pay for expenses and services. Even if these expenses were 

used for the California Gold Medal EB-5 Project – and they may not have been – direct payment of 

such expenses from investor funds is contrary to the representations to investors that their capital 

contributions would be loaned to an entity that would start and run the dairy processing business.

90. Henderson also diverted funds raised for California Gold Medal away from this EB-5 

Project. Thus, at Henderson’s direction, from April 15, 2015 to November 30, 2016, a net of 

approximately $1.4 million was transferred from California Gold Medal to SFRC and Immedia that 

was not returned to the account for California Gold Medal. 

91. Henderson, SFRC, and California Gold Medal, knew, or were reckless in not knowing, 

that they were using investor money contrary to the ways in which they represented to investors they 

would.

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COMPLAINT 21

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FIRST CLAIM FOR RELIEF

(Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a) & (c))

(Securities Fraud)

92. The Commission realleges and incorporates by reference paragraphs 1 through 91.

93. Defendants San Francisco Regional Center, LLC; Thomas M. Henderson; California 

Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, L.P.; CallSocket III, L.P.; Comprehensive Care of 

Oakland, L.P.; NA3PL, L.P.; West Oakland Plaza, L.P.; CallSocket, LLC; CallSocket II, LLC;

CallSocket III, LLC; and Comprehensive Care of California, LLC; by engaging in the conduct set 

forth above, with scienter, directly or indirectly, by use of means or instrumentalities of interstate 

commerce, or of the mails, or of a facility of a national security exchange, in connection with the 

purchase or sale of securities, (1) employed devices, schemes, or artifices to defraud, and (2) engaged 

in acts, practices, or courses of business which operated or would operate as a fraud or deceit upon 

other persons. 

94. By reason of the foregoing, these Defendants violated Section 10(b) of the Exchange 

Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and 10b-5(c) thereunder [17 C.F.R. §§ 240.10b-5(a) &

(c)].

95. By engaging in the conduct above, Defendants Immedia, LLC and North America 

3PL, LLC knowingly or recklessly provided substantial assistance to one or more of the other 

Defendants in their violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rules

10b-5(a) and 10b-5(c) thereunder [17 C.F.R. § 240.10b-5(a) & (c)].

SECOND CLAIM FOR RELIEF

(Violations of Section 10(b) of the Exchange Act and Rule 10b-5(b))

(Securities Fraud)

96. The Commission realleges and incorporates by reference paragraphs 1 through 91.

97. Defendants San Francisco Regional Center, LLC; Thomas M. Henderson; California 

Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, L.P.; CallSocket III, L.P.; Comprehensive Care of 

Oakland, L.P.; NA3PL, L.P.; West Oakland Plaza, L.P.; CallSocket, LLC; CallSocket II, LLC;

CallSocket III, LLC; and Comprehensive Care of California, LLC; by engaging in the conduct set 

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COMPLAINT 22

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forth above, with scienter, directly or indirectly, by use of means or instrumentalities of interstate 

commerce, or of the mails, or of a facility of a national security exchange, in connection with the 

purchase or sale of securities, made untrue statements of material fact and omitted to state material 

facts necessary in order to make the statements made, in light of the circumstances in which they 

were made, not misleading. 

98. By reason of the foregoing, these Defendants violated Section 10(b) of the Exchange 

Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].

99. By engaging in the conduct above, Defendants San Francisco Regional Center, LLC;

Thomas M. Henderson; CallSocket, LLC; CallSocket II, LLC; CallSocket III, LLC; and 

Comprehensive Care of California, LLC; each knowingly or recklessly provided substantial 

assistance to one or more of Defendants California Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, 

L.P.; CallSocket III, L.P.; Comprehensive Care of Oakland, L.P.; NA3PL, L.P.; and West Oakland 

Plaza, L.P. in their violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Rule 

10b-5(b) thereunder [17 C.F.R. § 240.10b-5(b)].

THIRD CLAIM FOR RELIEF

(Violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act)

(Securities Fraud)

100. The Commission realleges and incorporates by reference paragraphs 1 through 91.

101. Defendants San Francisco Regional Center, LLC; Thomas M. Henderson; California 

Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, L.P.; CallSocket III, L.P.; Comprehensive Care of 

Oakland, L.P.; NA3PL, L.P.; West Oakland Plaza, L.P.; CallSocket, LLC; CallSocket II, LLC;

CallSocket III, LLC; and Comprehensive Care of California, LLC, by engaging in the conduct set 

forth above, directly or indirectly, in the offer or sale of securities, by the use of means or instruments 

of transportation or communication in interstate commerce, or of the mails: (1) with scienter, 

employed devices, schemes, or artifices to defraud; and (2) engaged in transactions, practices, or

courses of business which operated or would operate as a fraud or deceit upon the purchasers of such 

securities.

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COMPLAINT 23

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102. By reason of the foregoing, these Defendants violated Sections 17(a)(1) and 17(a)(3)

of the Securities Act [15 U.S.C. §§ 77q(a)(1) & (3)].

103. By engaging in the conduct above, Defendants Immedia, LLC and North America 

3PL, LLC knowingly or recklessly provided substantial assistance to one or more of the other 

Defendants in their violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act [15 U.S.C. §§ 

77q(a)(1) & (3)].

FOURTH CLAIM FOR RELIEF

(Violations of Section 17(a)(2) of the Securities Act)

(Securities Fraud)

104. The Commission realleges and incorporates by reference paragraphs 1 through 91.

105. Defendants San Francisco Regional Center, LLC; Thomas M. Henderson; California 

Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, L.P.; CallSocket III, L.P.; Comprehensive Care of 

Oakland, L.P.; NA3PL, L.P.; West Oakland Plaza, L.P.; CallSocket, LLC; CallSocket II, LLC;

CallSocket III, LLC; and Comprehensive Care of California, LLC, by engaging in the conduct set 

forth above, directly or indirectly, in the offer or sale of securities, by the use of means or instruments 

of transportation or communication in interstate commerce, or of the mails, obtained money or 

property by means of untrue statements of material fact or by omitting to state material facts 

necessary in order to make the statements made, in the light of the circumstances under which they 

were made, not misleading.

106. By reason of the foregoing, these Defendants violated Sections 17(a)(2) of the 

Securities Act [15 U.S.C. § 77q(a)(2)].

107. By engaging in the conduct above, Defendants San Francisco Regional Center, LLC;

Thomas M. Henderson; CallSocket, LLC; CallSocket II, LLC; CallSocket III, LLC; and 

Comprehensive Care of California, LLC each knowingly or recklessly provided substantial assistance 

to one or more of Defendants California Gold Medal, L.P.; CallSocket, L.P.; CallSocket II, L.P.;

CallSocket III, L.P.; Comprehensive Care of Oakland, L.P.; NA3PL, L.P.; and West Oakland Plaza, 

L.P. in their violations of Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].

FIFTH CLAIM FOR RELIEF

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 24 of 26
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(Relief Defendants)

108. The Commission realleges and incorporates by reference paragraphs 1 through 91.

109. The Relief Defendants, CallSocket Holding Company, LLC; CallSocket III Holding 

Company, LLC; Berkeley Healthcare Dynamics, LLC; JL Gateway, LLC; and Central California 

Farms, LLC, each received investor money or property, which was obtained in violation of the 

federal securities laws. 

110. The Relief Defendants have no legitimate claim to such money or property or the 

fruits derived therefrom. 

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court:

I.

Enter an order enjoining all Defendants preliminarily and permanently from directly or 

indirectly violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

II.

Enter an order enjoining all Defendants preliminarily and permanently from directly or 

indirectly participating in the issuance, offer, or sale of any security of any entity controlled by, or 

under joint control with, any of them.

III.

Enter an order appointing a temporary receiver over all entity Defendants and Relief 

Defendants (but not over individual Defendant Thomas M. Henderson).

III.

Enter an order prohibiting the movement, alteration, and destruction of books and records to 

protect the books and records showing the location of assets and the disposition of investors’ monies 

and protect all remaining documents necessary for full discovery in this matter. 

IV.

Enter an order requiring Defendants and Relief Defendants to disgorge their ill-gotten gains 

according to proof, plus prejudgment interest thereon.

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COMPLAINT 25

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V.

Enter an order requiring Defendants to pay civil penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)].

VI.

Retain jurisdiction of this action in accordance with the principles of equity and the Federal 

Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees that 

may be entered, or to entertain any suitable application or motion for additional relief within the 

jurisdiction of this Court.

VII.

Grant such other and further relief as this Court may determine to be just, equitable, and 

necessary.

Dated: January 17, 2017 Respectfully submitted,

s/ Andrew J. Hefty

Andrew J. Hefty

Susan F. LaMarca

Thomas Eme

Attorneys for Plaintiff

SECURITIES AND EXCHANGE COMMISSION

Case 3:17-cv-00223-RS Document 1 Filed 01/17/17 Page 26 of 26