[PROPOSED] FINAL JUDGMENT AS TO DEF.

HENDERSON

CASE NO. 3:17-CV-00223-RS

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

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

 schneidere@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 

(415) 705-2500 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

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; 

NORTH AMERICA 3PL, LLC; 

Defendants, 

CALLSOCKET HOLDING COMPANY, LLC; 

CALLSOCKET III HOLDING COMPANY, LLC; 

CENTRAL CALIFORNIA FARMS, LLC; 

BERKELEY HEALTHCARE DYNAMICS, LLC; 

JL GATEWAY, LLC; 

Relief Defendants. 

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

[PROPOSED] FINAL JUDGMENT AS TO 

DEFENDANT THOMAS M. HENDERSON 

Case 3:17-cv-00223-RS Document 483 Filed 09/24/18 Page 1 of 7
[PROPOSED] FINAL JUDGMENT AS TO DEF.

HENDERSON

1 CASE NO. 3:17-CV-00223-RS 

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The Securities and Exchange Commission (“SEC” or “Commission”) having filed a 

Complaint and Defendant Thomas M. Henderson having entered a general appearance; consented to 

the Court’s jurisdiction over Defendant and the subject matter of this action; consented to entry of 

this Final Judgment without admitting or denying the allegations of the Complaint (except as to 

jurisdiction and except as otherwise provided herein in paragraph VIII); waived findings of fact and 

conclusions of law; and waived any right to appeal from this Final Judgment: 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is permanently 

restrained and enjoined from violating, directly or indirectly, Section 10(b) of the Securities 

Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78j(b) and Rule 10b-5 thereunder, 

17 C.F.R. § 240.10b-5, by using any means or instrumentality of interstate commerce, or of the mails, 

or of any facility of any national securities exchange, in connection with the purchase or sale of any 

security: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to make any untrue statement of a material fact or to omit to state a material fact 

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

under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would operate 

as a fraud or deceit upon any person. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive 

actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers, 

agents, servants, employees, and attorneys; and (b) other persons in active concert or participation 

with Defendant or with anyone described in (a). 

II. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently 

restrained and enjoined from violating Section 17(a) of the Securities Act of 1933 (the “Securities 

Act”), 15 U.S.C. § 77q(a), in the offer or sale of any security by the use of any means or instruments 

Case 3:17-cv-00223-RS Document 483 Filed 09/24/18 Page 2 of 7
[PROPOSED] FINAL JUDGMENT AS TO DEF.

HENDERSON

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of transportation or communication in interstate commerce or by use of the mails, directly or 

indirectly: 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to obtain money or property by means of any untrue statement of a material fact or any 

omission of a material fact necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading; or 

(c) to engage in any transaction, practice, or course of business which operates or 

would operate as a fraud or deceit upon the purchaser. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive 

actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers, 

agents, servants, employees, and attorneys; and (b) other persons in active concert or participation 

with Defendant or with anyone described in (a). 

III. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is permanently 

restrained and enjoined from directly or indirectly participating in the issuance, offer, or sale of any 

security of any entity controlled by him, or under joint control with him. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in Federal 

Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who receive 

actual notice of this Final Judgment by personal service or otherwise: (a) Defendant’s officers, 

agents, servants, employees, and attorneys; and (b) other persons in active concert or participation 

with Defendant or with anyone described in (a). 

IV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable for 

disgorgement of $500,000, representing ill-gotten gains resulting from the conduct alleged in the 

Complaint. Defendant’s obligation to pay disgorgement shall be deemed satisfied by Defendant’s 

execution, within 5 days of the date of entry of this Final Judgement, and Defendant’s subsequent 

compliance with the terms of, a settlement agreement with the Receiver (“Settlement Agreement”) in 

Case 3:17-cv-00223-RS Document 483 Filed 09/24/18 Page 3 of 7
[PROPOSED] FINAL JUDGMENT AS TO DEF.

HENDERSON

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the form attached as Exhibit A (without its exhibits), which Settlement Agreement requires, inter 

alia: (1) payment of $572,456.31 to the Receiver from the proceeds of the sale of Defendant’s 

residential property located at 666 Mandana Blvd., Oakland, California (the “Property”) on or before 

January 25, 2019; (2) or in the alternative, Defendant’s proof of payment on or before December 28, 

2018 of (i) $500,000 to the Receiver, (ii) the civil penalty of $750,000 to the SEC specified in 

Paragraph V of this Final Judgment (including any post-judgment interest thereon), (iii) $150,000 to 

the Receiver to reimburse the Receivership Estate for the amount paid by the Receiver to acquire the 

“Disston Lien” (as defined by the Settlement Agreement) on the Property, and (iv) the amount 

necessary to fully reimburse the Receivership Estate for any amount paid by the Receiver to acquire 

the “Minasian Lien” (as defined by the Settlement Agreement) on the Property. 

The Commission may enforce the Court’s judgment for disgorgement by moving for civil 

contempt (and/or through other collection procedures authorized by law) at any time after entry of 

this Final Judgment. If Defendant either (1) fails to execute, within 5 days of the date of entry of this 

Final Judgement, the Settlement Agreement attached as Exhibit A, including all of its attachments, or 

(2) subsequently fails to comply with the terms of the Settlement Agreement, the entire sum of 

$500,000 in disgorgement specified by this this Final Judgment, including post-judgment interest, 

minus any payments made, shall become due and payable immediately at the discretion of the 

Commission’s counsel without further application to the Court. 

V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant is liable for a 

civil penalty in the amount of $750,000 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). Defendant shall satisfy this 

obligation to the Securities and Exchange Commission within 30 days after entry of this Final 

Judgment. Defendant may transmit payment electronically to the Commission, which will provide 

detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly from a 

bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm. 

Defendant may also pay by certified check, bank cashier’s check, or United States postal money 

order payable to the Securities and Exchange Commission, which shall be delivered or mailed to: 

Case 3:17-cv-00223-RS Document 483 Filed 09/24/18 Page 4 of 7
[PROPOSED] FINAL JUDGMENT AS TO DEF.

HENDERSON

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Enterprise Services Center 

Accounts Receivable Branch 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

and shall be accompanied by a letter identifying the case title, civil action number, and name of this 

Court; Thomas M. Henderson as a defendant in this action; and specifying that payment is made 

pursuant to this Final Judgment. Defendant shall simultaneously transmit photocopies of evidence of 

payment and case identifying information to the Commission’s counsel in this action. By making 

this payment, Defendant relinquishes all legal and equitable right, title, and interest in such funds and 

no part of the funds shall be returned to Defendant. Defendant shall pay post-judgment interest on 

any delinquent amounts pursuant to 28 USC § 1961. 

The Commission may propose a plan to distribute the funds paid by Defendant subject to the 

Court’s approval. Such a plan may provide that the funds shall be distributed pursuant to the Fair 

Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain 

jurisdiction over the administration of any distribution of the funds. If the Commission’s counsel 

determines that the funds will not be distributed, the Commission shall send the funds paid pursuant 

to this Final Judgment to the United States Treasury. 

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be paid as 

civil penalties pursuant to this Judgment shall be treated as penalties paid to the government for all 

purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, Defendant 

shall not, after offset or reduction of any award of compensatory damages in any Related Investor 

Action based on Defendant’s payment of disgorgement in this action, argue that he is entitled to, nor 

shall he further benefit by, offset or reduction of such compensatory damages award by the amount of 

any part of Defendant’s payment of a civil penalty in this action (“Penalty Offset”). If the court in 

any Related Investor Action grants such a Penalty Offset, Defendant shall, within 30 days after entry 

of a final order granting the Penalty Offset, notify the Commission’s counsel in this action and pay 

the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the Commission 

directs. Such a payment shall not be deemed an additional civil penalty and shall not be deemed to 

change the amount of the civil penalty imposed in this Judgment. For purposes of this paragraph, a 

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[PROPOSED] FINAL JUDGMENT AS TO DEF.

HENDERSON

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“Related Investor Action” means a private damages action brought against Defendant by or on behalf 

of one or more investors based on substantially the same facts as alleged in the Complaint in this 

action. 

VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, within 5 days of this 

Final Judgment, Defendant shall execute and deliver to the Receiver documentation evidencing his 

agreement to waive and relinquish any and all rights to file a claim or claims against, and/or to 

receive a distribution from, the receivership estate and/or any of the entities in the receivership estate, 

including each of the defendants and relief defendants. 

VII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this Final 

Judgment or any other judgment, order, consent order, decree or settlement agreement entered in 

connection with this proceeding, is a debt for the violation by Defendant of the federal securities laws 

or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the 

Bankruptcy Code, 11 U.S.C. §523(a)(19). 

VIII. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

Case 3:17-cv-00223-RS Document 483 Filed 09/24/18 Page 6 of 7
[PROPOSED] FINAL JUDGMENT AS TO DEF.

HENDERSON

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IX. 

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules of Civil 

Procedure, the Clerk is ordered to enter this Final Judgment forthwith and without further notice. 

IT IS SO ORDERED. 

Dated: 

Richard Seeborg 

UNITED STATES DISTRICT JUDGE 

9/24/18

Case 3:17-cv-00223-RS Document 483 Filed 09/24/18 Page 7 of 7