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KATZOFF & 

RIGGS LLP 

1500 PARK AVENUE, SUITE 300 

EMERYVILLE, CA 94608 

(510)597-1990 

_______________________________________________________________________ 

DECLARATION OF STEPHEN G. PREONAS IN SUPPORT OF INTERESTED PARTIES WOMAC 

PROPERTIES, INC. AND JLG ASSOCIATES, LLC’S OPPOSITION TO PLAINTIFF’S MOTION FOR 

PRELIMINARY INJUNCTION AND APPOINTMENT OF RECEIVER 

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KENNETH S. KATZOFF (SBN 103490) 

STEPHEN G. PREONAS (SBN 245334) 

Katzoff & Riggs LLP 

1500 Park Avenue, Suite 300 

Emeryville, CA 94608 

Tel. (510) 597-1990 

Fax. (510) 597-0295 

Attorneys for Interested Parties 

WOMAC PROPERTIES, INC. 

and JLG ASSOCIATES, LLC 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA – SAN FRANCISCO DIVISION 

SECURITIES AND EXCHANGE 

COMMISSION, 

 Plaintiff, 

 vs. 

SAN FRANCISCO REGIONAL CENTER, 

LLC; THOMAS M. HENDERSON; 

CALIFORNIA GOLD MEDAL, L.P.; CALL 

SOCKET, L.P.; CALL SOCKET II, L.P.; 

CALLSOCKET III, L.P.; COMPREHENSIVE 

CARE OF OAKLAND, L.P.; NA3PL, L.P.; 

WEST OAKLAND P.AZA, L.P.; 

CALLSOCKET III, LLC; COMPREHENSIVE 

CARE OF CALIFORNIA, LLC; IMMEDIA, 

LLC; 

NORTH AMERICA 3 PL, LLC, 

 Defendants, 

 -andCALL SOCKET HOLDING COMPANY, LLC; 

CALLSOCKET III HOLDING COMPANY, 

LLC; CENTRAL CALIFORNIA FARMS, LLC; 

BERKELEY HEALTHCARE 

DYNAMICS, LLC; JL GATEWAY, LLC. 

Relief Defendants.

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Case No. 3:17-CV-00223-RS

DECLARATION OF STEPHEN G. 

PREONAS IN SUPPORT OF 

INTERESTED PARTIES WOMAC 

PROPERTIES, INC. AND JLG 

ASSOCIATES, LLC’S 

OPPOSITION TO PLAINTIFF’S 

MOTION FOR PRELIMINARY 

INJUNCTION AND 

APPOINTMENT OF RECEIVER 

Date: March 2, 2017 

Time: 1:30 p.m. 

Dept.: Courtroom 3, 17th Floor 

Judge: Hon. Richard Seeborg 

Case 3:17-cv-00223-RS Document 68 Filed 02/15/17 Page 1 of 5
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KATZOFF & 

RIGGS LLP 

1500 PARK AVENUE, SUITE 300 

EMERYVILLE, CA 94608 

(510)597-1990 

_______________________________________________________________________ 

DECLARATION OF STEPHEN G. PREONAS IN SUPPORT OF INTERESTED PARTIES WOMAC 

PROPERTIES, INC. AND JLG ASSOCIATES, LLC’S OPPOSITION TO PLAINTIFF’S MOTION FOR 

PRELIMINARY INJUNCTION AND APPOINTMENT OF RECEIVER 

2

STEPHEN G. PREONAS declares: 

1. I am one of counsel for WOMAC PROPERTIES, INC. (“WOMAC”) and

JLG Associates, LLC (“JGLA” and with WOMAC collectively “Interested Parties.” I 

have personal knowledge of the matters set forth in this declaration and can competently 

testify thereto if called to testify. 

 2. This declaration in being submitted in support of the opposition of 

Interested Parties to the Motion of the SEC to appoint a receiver and for a preliminary 

injunction in this action. I learned of this Motion of the SEC On February 9, 2017 and I 

have filed this opposition at the earliest practicable time. My office has not been served 

with any documents in this action and has obtained all relevant documents through 

PACER. 

 3. In representing WOMAC I became aware that on or about December 17, 

2014 defendant SAN FRANCISCO REGIONAL CENTER, LLC (“SFRC”), entered into 

a written promissory Note (“the Note”) in which SFRC agreed to repay WOMAC with 

interest, the amount of $3,700,000 (“the Loan”). In connection with the Note and the 

Loan SFRC and I WOMAC entered into an Amended and Restated Operating Agreement 

to form JL Gateway, LLC (“JL Gateway” and the “Operating Agreement”). 

 4. A WOMAC affiliated entity is the sole member of JLGA the former owner 

of the certain commercial real property located at 800, 850 and 900 Market Street in 

Oakland known as the Jack London Gateway Shopping Center (“the Property”). In 

connection with the Operating Agreement and the Note and the formation of JL Gateway, 

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KATZOFF & 

RIGGS LLP 

1500 PARK AVENUE, SUITE 300 

EMERYVILLE, CA 94608 

(510)597-1990 

_______________________________________________________________________ 

DECLARATION OF STEPHEN G. PREONAS IN SUPPORT OF INTERESTED PARTIES WOMAC 

PROPERTIES, INC. AND JLG ASSOCIATES, LLC’S OPPOSITION TO PLAINTIFF’S MOTION FOR 

PRELIMINARY INJUNCTION AND APPOINTMENT OF RECEIVER 

3

JLGA transferred title of the Property to JL Gateway. WOMAC and JLGA are owned 

and operated by Janet Patterson and other longtime residents and community organizers 

in the West Oakland community. The owners of WOMAC and JLGA have been 

affiliated with the Property as managers and owners for decades. Their involvement with 

the Property is part of the City of Oakland Redevelopment Agency’s long-term planning 

for the development of the Property. A true and correct copy of the agency’s resolution 

permitting JLGA to become owner of the Property is attached as Exhibit 5. 

 5. After SFRC defaulted on its obligation under the Note on behalf of 

Interested Parties I filed a lawsuit against SFRC and Tom Henderson for breach of the 

Note and fraud in connection with the Note on September 10, 2015 as Alameda Superior 

Court Case No. RG-785236 (“the WOMAC Action”). A true and correct copy of the 

Complaint in the WOMAC Action, including the Operating Agreement attached as 

Exhibit A and the Note attached as Exhibit B to the Complaint is attached as Exhibit 1 to 

this Declaration. 

 6. At no point did SFRC, JL Gateway or any party transfer any cash in 

consideration for the transfer of the Property from JLGA to JL Gateway. At no point did 

SFRC make any capital contribution to JL Gateway to obtain its 75% interest in this relief 

defendant. At the time of the transfer JL Gateway obtained conventional financing 

pursuant to a series of agreements with a commercial lender Thorofare Asset Based 

Lending Fund III, L.P., (“Thorofare”) for Thorofare to lend JL Gateway $6.945M to be 

secured be a deed of trust on the Property (“the Thorofare DOT”). A true and correct 

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KATZOFF & 

RIGGS LLP 

1500 PARK AVENUE, SUITE 300 

EMERYVILLE, CA 94608 

(510)597-1990 

_______________________________________________________________________ 

DECLARATION OF STEPHEN G. PREONAS IN SUPPORT OF INTERESTED PARTIES WOMAC 

PROPERTIES, INC. AND JLG ASSOCIATES, LLC’S OPPOSITION TO PLAINTIFF’S MOTION FOR 

PRELIMINARY INJUNCTION AND APPOINTMENT OF RECEIVER 

4

copy of the Thorofare DOT is attached as Exhibit 2. 

 7. In connection with the WOMAC Action my office, on behalf of WOMAC 

requested and obtain an order for writ of attachment of the assets of SFRC (“the 

Attachment Order”). A true and correct copy of the Attachment Order, as entered by the 

Alameda Superior Court on November 6, 2015 is attached as Exhibit 3. 

 8. The parties conducted discovery and then WOMAC moved for summary 

adjudication on its first cause of action for breach of the Note. On October 25, 2016 the 

Alameda Superior Court entered an order granting WOMAC summary adjudication of its 

cause of action for breach of the Note in the amount of $3,781,091.67. A true and correct 

copy of the order of the Alameda Superior Court granting WOMAC summary 

adjudication of its first cause of action for breach of the Note is attached as Exhibit 4. 

The Interested Parties’ claim for fraud against SFRC and Henderson remain and will be 

set for trial later in 2017. 

 9. Pursuant to the request of Interested Parties the Alameda Court issued an 

order to show cause for removal of SFRC as manager of JL Gateway for February 16, 

2017 WOMAC. A true and correct copy of the order to show cause issued in the 

WOMAC Action is attached as Exhibit 6. 

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KATZOFF & 

RIGGS LLP 

1500 PARK AVENUE, SUITE 300 

EMERYVILLE, CA 94608 

(510)597-1990 

_______________________________________________________________________ 

DECLARATION OF STEPHEN G. PREONAS IN SUPPORT OF INTERESTED PARTIES WOMAC 

PROPERTIES, INC. AND JLG ASSOCIATES, LLC’S OPPOSITION TO PLAINTIFF’S MOTION FOR 

PRELIMINARY INJUNCTION AND APPOINTMENT OF RECEIVER 

5

 I declare under penalty of perjury under the laws of the State of California that the 

foregoing is true and correct. 

Executed on February 15, 2017 in Los Angeles, California. 

 

 

 

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