EXHIBIT 1

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 1 of 48
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THE UNITED STATES SECURT'I'IES AND EXCHANGE GOMMISSIC3N

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In the Matter ot: )

File. No. SF-04.031-A

SAKI E"RANCTSC(~ fiEGTONAL CENTER, LLC }

WITNESS: Thomas M. Henderson

PAGESs 1 through :199

PLACE: Securities and Exchange Commission

44 Montgomery Street, Suite 2$00

San Fr~nciscr, California

DATES Thursday, June 2, 2016

The above entitled matter came on for hearing,

pursuant to notice, at 5:15 a.m.

Diversified Reporting Services, Inc.

(202) A67 9200

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1 APPEARANCES:

2

3 On behalf of the Securities and Exchange Commission:

4 THOMAS EME, ESQ.

5 STEVEN BUCHHOLZ, ESQ.

6 Securities and Exchange Commission

7 Division of Enforcement

8 44 Montgomery Street, Suite 2800

9 San Francisco, California 94104

10 (415) 705-2320

11

12 On behalf of the Witness:

13 CHARLES RICE, ESQ.

14 Shartsis Friese, LLP

15 One Maritime Plaza

16 Eighteenth Floor

17 San Francisco, CA 9A111-3598

18 (415) 773-7229

19

20 LEEDS DISSTON, ESQ.

21 Casalina and Disston

22 409 13th Street

23 Oakland, CA 94612

24 (510) 835-8110

25

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1 C O N T E N T S

2

3 WITNESS: EXAMINATION

4 Thomas M. Henderson 6

5

6 EXHIBITS: DESCRIPTION IDENTIFIED

7 1 SEC Form 1662 5

8 2 Subpoena 6

9 3 Background Questionnaire 7

10 4 Form 924-A 54

11 5 Tesh, LLC, Balance due

12 to/from 12/31/2015 63

13 6 Community Bank of the Bay

14 SFRC's Records 69

15 7 East West Bank SFRC's Records 73

16 8 East West Bank SFRC's

17 Account January 2013 96

18 9 Withdrawal/transfer slip East

19 West Bank 10/7/19 105

20 10 SFRC, LLC, Balance Sheet

21 9/1/16 154

22 11 Bates SEC-SFRC-E-0002280 168

23 12 Subpoena to SFRC 188

24

25

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1 P R O C E E D I N G S

2 MR. EME: We're on the record at about

3 9:15 a.m. on June 2nd, 2016.

9 Mr. Henderson, please raise your right hand.

5 Whereupon,

6 THOMAS M. HENDERSON

7 was called as a witness and, having been first duly

8 sworn, was examined and testified as follows:

9 MR. EME: You may lower your hand. Please,

10 state your full name and spell it for the record?

11 THE WITNESS: Thomas Michael Henderson,

12 T-h-o-m-a-s, M-i-c-h-a-e-1, H-e-n-d-e-r-s-o-n.

13 MR. EME: I am Mr. Eme and with me is Mr.

14 Buchholz. We are both officers of the Commission far the

15 purposes of this proceeding.

16 This is an investigation by the United States

17 Securities and Exchange Commission in the matter of San

18 Francisco Regional Center, LLC, File No. SF-40301, to

19 determine whether there have been violations of certain

20 provisions of the Federal Securities Laws. However, the

21 facts developed in this investigation might constitute

22 violations of other federal or state civil or criminal

23 laws.

24 Before we opened the record, you were provided

25 with a copy of the Formal Order of Investigation in this

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1 Q Who owns SFRC?

2 A Thomas Henderson, Matthew Henderson, Michael

3 Henderson.

9 Q And what percentage does each person own?

5 A One-third each.

6 Q Okay. Has that ownership structure always been

7 the same or was it different in the past?

8 A It's always been the same, but as of December

9 31st, 2014, Michael Henderson is no longer involved in

10 S FRC .

11 Q You mean he's no longer involved in managing

12 it?

13 A He never managed it.

14 Q Okay. What involvement did he give up?

15 A He gave up his interest in SFRC.

16 Q Okay.

17 A Back to me.

18 Q Okay. So, as of December 31st, 2014, Michael

19 stopped being a part owner?

20 A Yes.

21 Q Gave up all his ownership interest to you?

22 A Yes.

23 Q Okay. So, today, do you and Matthew own half

29 of it each?

25 A I own two-thirds, Matthew owns one-third.

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1 A No.

2 Q Does he have any role in overseea.ng what Hemei

3 and Ubik and the other overseas representatives are

9 doing?

5 A On a limited scale, yes.

6 Q Okay. Briefly, describe to me what he does?

7 A He is involved, primarily, out of our Oakland

8 office, in the management of a number of the ventures

9 that we have, is his primary responsibility. He does

10 travel overseas. He doesn't speak Mandarin, so the

11 meetings with investors are primarily in Mandarin, with

12 Peter Hu and the staff there.

~' 13 BY MR. BUCHHOLZ:

14 Q In terms of his marketing role, does he provide

15 information to Mr. Hu and Ms. Jin, and the other folks

16 nationally?

17 A Yes. That's his primary responsibility is to

18 keep them in the loop as to what our businesses are doing

19 here in the U.S., so that that can be passed on to our

20 investors to give them a comfort level that we are

21 creating the jobs. So, there's day-to-day, week-to-week

22 information that's shared overseas, primarily.

23 BY MR. EME:

24 Q Do you have an understanding of how Mr. Hu and

25 Ms. Jin have gone about recruiting investors for the

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1 l~.mited partnerships, do they use personal relationships,

2 do they use advertising, other general solicitation, do

3 you have an understanding of how they do it?

9 A Initially, they have all of the documentation,

5 the business plan, we~have videos, there's a PowerPoint

6 presentation that they have overseas.

7 Q And SFRC provides that to .them, correct?

8 A Yes. And they translate these documents or

9 business plans, or economic impact reports, into Chinese

10 for the investors. Ninety-nine percent of them don't

11 speak a word of English, they're the 40, 50, 60 year

~ 12 olds -- investors. Most of the marketing, initially, was

13 word of mouth. And as the social media has developed,

14 rapidly, in China over the number of years, there's more

15 and more that is online. The primary investors that are

16 interested in our projects are previous investors that

17 introduce their friends or acquaintances, based on the

18 success that we've had to date with our investors getting

19 their green cards.

20 MR. RICE: I guess one thing you didn't mention

21 in all this was the Private Placement Memorandum, which

22 you have. So, I just don't want that to be seen as his

23 answer excluded that in any way.

24 MR. EME: Okay.

25 THE WITNESS: Yeah, there's a Private Placement

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1 Memorandum, there's a Syndication Agreement, there's a

2 Limited Partnership Agreement, there's an Economic Impact

3 Report, where we have an independent economist through

4 the RIMS II program, that defiermines haw many indirect

5 jobs, based on the direct jobs and the revenues.

6 MR. EME: Okay.

7 THE WITNESS: So, all of that documentation

8 is supplied to the overseas offices that disseminate it

9 to the various investors that are interested in

10 investing.

11 MR. EME: Okay. Thank you.

12 BY MR. EME:

13 Q Hemei, is it sometimes called Shanghai Hemei?

14 A Yes.

15 MR. EME: Why don't we go ahead and take our

16 first break now.

17 MR. RICE: Okay.

18 MR. EME: We'll go off the record at five after

19 10:00 a.m.

20 (Off the record at 10:05 a.m.)

21 MR. EME: We're back on the record at about

22 10:15 a.m.

23 BY MR. EME:

24 Q So, I'd like to talk a little bit about the LPs

25 and the job creating entities.

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1 other individual by the name of Glenn, G-1-e-n-n, Millar,

2 M-i-1-1-a-r.

3 Q What does he do?

4 A He's with the California Milk Advisory Board.

5 He's also with the Foster Farms Crystal Creamery Dairy

6 operation.

7 Q And is he ultimately overseen by you and

8 Matthew?

9 A Is he over us?

10 Q Yes, right, Mr. Millar -- are you over him, are

11 you and Matthew over him?

12 A I'm over everybody.

13 Q Okay. Over everybody, all right. Now, money

19 that belongs to either California Gold Medal LP or

15 Crystal Golden, who has the authority to move that, to

16 transfer to pay it out?

17 A I do.

18 Q Is it just you?

19 A Yes.

20 Q Next, 1et's talk about CallSocket Limited

21 Partnership. Does it have a manager over day-to-day Call

22 Center operations?

23 MR. RICE: And just to be clear, there's three

24 of them, so --

25 MR. EME: Yeah.

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1 MR. RICE: -- one, we always call it Ca1lSocket

2 I, even though its title is technically just Ca1lSocket

3 LP. So, I'm assuming you're talking about Ca1lSocket I

4 now?

5 MR. EME: I am, yeah, yeah.

6 BY MR. EME:

7 Q So, there's CallSocket Limited Partnership,

8 Ca1lSocket Roman numeral. II Limited Partnership,

9 Ca1lSocket Roman III Limited Partnership, correct?

10 A Xes.

11 Q Okay. And then each of them has a general

12 partner, correct?

13 A Yes.

14 Q Okay. So, CallSocket I -- we'll call it, even

15 though the I is not really in the name -- Ca].1Socket I,

16 does it have a manager over the day-to-day operations?

17 A Yes.

18 MR. RICE: You're talking about the limited

19 partnership now, rather than the LLC?

20 MR. EME: Yeah, yeah. I'm talking about the

21 business itself, the actual Call Center business.

22 BY MR. EME:

23 Q My understanding is that there is a Call. Center

24 business in operation -- at least there was recently --

25 and people worked there. I assume ghat there's some

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1 manager of that shop and Ism trying to find out who that

2 person is currently?

3 A That person's name is Sabrina, S-a-b-r-i-n-a,

4 Shepard, S-h-e-p-a-r-d.

5 Q Okay. And everyone answers to you, so she

6 answers to you, right?

7 A Yes.

8 Q Okay. And does she have authority to move

9 money belonging to CallSocket I?

10 A No.

11 Q Only you?

12 A Only me.

13 BY MR. BUCHHOLZ:

19 Q Is there a differentiation between CallSocket

15 LP, Ca1.lSocket LLC and CallSocket Holding Company, I,LC,

16 or you consider them all ~o be CallSocket I?

17 A No, Ca1lSocket LLC is the general partner of

18 CallSocket LP. Ca1lSocket Holding Company is an entirely

19 separate entity that is not associated with CallSocket

20 LP.

21 Q Great, okay. Thank you.

22 MR. RICE: "Not associated" is a little strong,

23 isn't it?

29 THE WITNESS: Well --

25 MR. BUCHHOLZ: Let's just ask the question.

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1 THE WITNESS: Yeah. It's San Francisco

2 Regional Center.

3 MR. EME: Okay.

4 BY MR. BUCHHOLZ:

5 Q And just getting back now to the CallSocket

6 operating entities, so it is correct that the operating

7 entities, the job creating entities are CallSocket LP,

8 Ca1lSocket II LP, CallSocket III LP?

9 A Yes.

10 Q Okay. We have the manager, Sabrina Shepard for

11 Ca1lSocket I. Who are the managers £or Ca1lSocket II and

12 III, if there are any?

13 A Yeah. The CallSocket II manager, his name is

14 B-i-j-a-y, N-i-r-a-u-1-a, Bijay Niraula.

15 MR. EME: N-i-r-a?

16 THE WITNESS: N-i-r -- Niraula -- N --

17 MR. RICE: Do you want to consult your phone?

18 THE WITNESS: Yeah. It's only "Bijay."

19 N-i-r-a-u-1-a, yeah, Niraula.

20 BY MR. BUCHHOLZ:

21 Q And for CallSocket III?

22 A It's not operating, yet.

23 BY MR. EME:

24 Q The money belonging to CallSocket II LP, does

25 anyone have authority -- has anyone had authority to move

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1 that money other than you?

2 A No.

3 MR. RICE: And again, we've qot an asterisk

4 there for the receiver.

5 MR. EME: Yes, right.

6 MR. RICE: Okay.

7 MR. EME: Yeah, aside from the receiver.

8 MR. RICE: That's the one person who did not --

9 MR. DISSTON: Or the Judge --

10 MR. EME: Yeah, or the Judge, yeah. My

11 questions are pre-receivership, if I didn't make that

12 clear, but that is what I'm talking about.

13 BY MR. BUCHHOLZ:

19 Q Other than the receiver, for any of the GPs or

15 LPs, or operating entity LLCs, does anyone other than you

I, 16 have authority to move money among entities?

17 A No.

18 Q Has that always been the cease?

19 A Yes.

20 MR. RICE: And "receiver" includes the Court,

21 because there have been situations where the Court had

22 ordered those.

23 MR. BUCHHOLZ: Right, yes.

29 BY MR. EME:

25 Q Comprehensive Care of Oakland, LP, that runs a

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1 A There's a loan agreement.

2 Q Who signed the Loan agreement?

3 A T did.

9 Q Does it have a payment schedule?

5 A I believe so.

6 Q Ts the loan secured by collateral?

7 A No.

8 Q Is there a set payoff date?

9 A I don't recall.

10 Q You've been involved with a restaurant called

11 "Tribune Tavern"?

12 A Yes.

13 Q And what is the nature of your involvement,

it 14 owner, manager, both?

15 MR. RICE: Are you talking about him,

16 personally, or through any entity?

17 BY MR. EME:

18 Q What's your personal involvement with Tribune

19 Tavern, what have you done with respect to that?

20 A Personally, I'm not a partner or owner, or

21 manager of the Tribune Tavern.

22 Q Okay. Who is the owner of Tribune Tavern?

23 A The partner, I believe, is the CallSocket

24 Holding Company, a partner in the Tavern.

25 Q Why is Ca1lSocket a partner in a restaurant?

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1 A Because CallSocket Holding Company owns the

2 building that the restaurant is -- where the restaurant

3 is located.

4 Q Does the restaurant conduct Call Center

5 operations?

6 A No.

7 Q Has it ever conducted Call Center operations?

8 A No.

9 Q Dces a CallSoaket entity have a written down

10 ownership stake in the restaurant?

11 A Yes.

12 Q It's put in writing, how much of the restaurant

13 the Ca1lSocket entity owns?

14 A Seventy-five percent, I believe.

15 Q When was that put in writing?

16 A I don't recall the exact date. I believe when

17 the restaurant opened.

18 Q And can you tell me which CallSocket entity

19 owns 75 percent of the Tribune Tavern?

20 A Ca1lSocket Holding Company.

21 Q Why is it the owner of the restaurant, that

22 particular CallSocket entity?

23 A Because Ca1lSocket Holding Company owns the

24 property -- LLC.

25 Q So, you believe it's CallSocket Holding

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1 Company, LLC, that owns part of Tribune Tavern, correct?

2 A I'm not 100 percent sure. I'd have to go back

3 and look at the documents, it's been a number of years.

4 Q And the restaurant Lungomare, are you involved

5 with that one, have you ever been involved with that one?

6 A I was involved in that one several years ago.

7 Q And what was your involvement and how did 3.t

8 stop?

9 A There was a partnership with another gentleman

10 that was operating the restaurant, and we agreed to

11 disagree as to how the money was transacted from the

12 revenues in the operation. This project originally was

13 going to be an EB-5 project.

14 Q Did it ever become an EB-5 project?

15 A No.

16 Q That's Lungomare, you said, was originally

17 going to be an EB-5 project?

18 A Yes.

19 Q But it never did become one, correct?

20 A Correct.

21 Q Was Tribune Tavern going to be an EB-5 project?

22 A That was the initial plan, that we were going

23 to open up 10 restaurants under the San Francisco

24 Restaurant Group, LLC.

25 Q Did Tribune Tavern ever become an EB-5 project?

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1 A No.

2 Q And was there a Ca11.Socket entity that owned

3 part of Lungomare, at one point?

4 A No.

5 Q Did SFRC own a part of Lungomare, or did you?

6 A I believe San Francisco Regional Center was the

7 owner, partner.

8 Q And is Tribune Tavern located in the Tribune

9 Tower in Oakland?

10 A Yes.

11 Q And does CallSocket Holding Company, LLC, own

12 the Tribune Tower in Oakland?

13 A Yes.

19 MR. EME: Would you mark this, please.

15 (SEC Exhibit No. 6 was marked for

16 identification.)

17 MR. EME: I'm now handing you what's just been

18 marked Exhibit 6.

19 For the record, Mr. Buchholz has left. He may

20 return later.

21 So, I'].1 describe --

22 MFt. RICE: Yeah, I mean this is, you know,

23 obviously, many, many pages. Do you want him to go

24 through this individually or do you want to do this in

25 some sort of lump way?

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1 MR. EME: I'm going to do it in closer to a

2 lump way.

3 MR. RICE: Okay.

4 MR. EME: And I'm not going to -- I think

5 you'll be comfortable with the way I'm doing it.

6 MR. RICE: Okay.

7 MR. EME: If not, let me know.

8 MR. RICE: If you do that, maybe you could

9 characterize what it is, rather than asking him, because

10 he hasn't reviewed it completely.

11 MR. EME: Okay. I'm going to describe it for

12 the record now.

13 MR. RICE: Yeah.

14 MR. EME: Yeah, but that's where I'm going,

15 yes.

16 So, this is a series of checks written on

17 SFRC's account at Community Bank of the Bay. The Bates

18 numbers all start with SEC-CBOTB-E and then they're not

19 in sequence, because these came from a larger set of

20 documents. But these are bank records from Community

21 Bank of the Bay, all on SFRC's account. And they appear

22 to represent money to cover expenses of either Tribune

23 Tavern or Lungomare.

29 MR. RICE: And I'll just note for the record

25 there are, you know, a number of different payees here.

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1 MR. EME: Right.

2 MR. RICE: And you know, Tom can't verify that,

3 unless you ask him to go through that. But I'll accept

4 your characterization for the moment.

5 MR. EME: Yeah. Well, let's go through a few

6 of them. Again, I'm not trying to get him to --

7 MR. RICE: I mean maybe --

8 MR, EME: -- give some definitive testimony on

9 every page in this exha.bi~.

10 MR. RICE: Yeah, okay.

11 ~ MR. EME: That's clear.

12 BY MR. EME:

13 Q But as you look through tha.s, do you generally

14 recognize these to be checks written on SFRC's account at

15 Community Bank of the Bay, signed by you?

16 A Yes .

17 Q Okay. And the first page, there's a check to

18 Broadway Restaurant Entertainment Group for $5,000.00, in

19 June of 2012. Would that have been for an expense of one

20 of the two restaurants?

21 A Yes.

22 Q The next page, the second page, is a check to

23 Five Terraces, No. 5 Terraces, for $20,000.00, in

24 September 2012. Would that have been for an expense of

25 one of the two restaurants?

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1 A I believe so, yes.

2 Q I see a check in here -- if you go back a few

3 more pages to East Bay Restaurant Supply, it's

4 $30,000.00?

5 A Yes.

6 Q In November of 2012. Would that have been for

7 expenses Eor one of the restaurants?

8 A Yes.

9 Q The next page is a check to Black Creek

10 Builders, December 2012, roughly $11,000.00. And in the

11 "Foz" line it says: "Lungomare," do you see that?

12 A Yes.

13 Q So, would that have been for the Lungomare

19 Restaurant?

15 A Yes.

16 Q The next check is RB Builders, Inc.?

17 A Yes.

18 Q Two hundxed sixty-two thousand dollars,

19 roughly, December 2012. In the "For" line it says

20 ~~Tribune Tavern." Would that have been for the Tribune

21 Tavern?

22 A Yes.

23 MR. RICE: I'm sorry, what was the last one you

24 said?

25 MR. EME: RB Builders, Inc.,

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1 MR. RICE: Okay,, thanks.

2 MR. BUCHHOLZ: Or R3.

3 MR. EME: Oh, it could be R3, yes.

4 THE WITNESS: R3.

5 MR. EME: Thank you. I think it is R3, yes.

6 Okay. I think we can be finished with that one.

7 Now, I have another exhibit, similar --

8 (SEC Exhibit No. 7 was marked for

9 identification.)

10 MR. EME: Now I hand you what's just been

11 marked Exhibit. 7.

12 Mr. Buchholz has returned, for the record.

13 This is a similar collection of checks, but

14 from an East West Bank account, it's SFRC's account at

15 East West Bank. And I've put these together, because

16 they appear to be checks paying expenses associated with

17 one of the two restaurants.

18 BY MR. EME:

19 Q And as you look through these, do you generally

20 recognize them to be checks on SFRC's account at East

21 West Bank, that you signed, Mr. Henderson?

22 A Yes.

23 Q Would checks to Five Terraces be for restaurant

24 expenses?

25 A Yes.

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1 Q Checks to Broadway Restaurant Entertainment

2 Group, would those be £or restaurant expenses?

3 A Yes.

4 Q It's abbreviated "ENT," but I think that's

5 ~~Entertainment." The last page is to -- take a look at

6 the one on the last page of this exhibit -- it says:

7 "This is There Restaurant Group"?

8 A Yes.

9 Q Is that a restaurant expense?

10 A Yes.

11 MR. RICE: Is that one of the same restaurants

12 or a different restaurant?

13 THE WITNESS: The same.

14 BY MR. EME:

L5 Q It's either Lungomare or Tribune Tavern?

16 A It's the Tribune Tavern.

17 Q Okay. And for the record it's "This is There,"

18 T-h-e-r-e, "Restaurant Group."

19 So, by my calculation the checks total,

20 roughly, $3.3 million coming out of SFRC's bank accounts

21 and going to the restaurants, Tribune Tavern and

22 Lungomare. Where did SFRC get the money?

23 A I don't recall where all of this money came

29 from, out of what accounts through San Francisco Regional

25 Center.

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1 Q Do you have any recollection, at all, of where

2 the $3.3 million came from?

3 A No. I'd have to go back through the

9 accounting. .

5 Q Was any of it taken from capital investments by

6 investors in the EB-5 limited partnerships?

7 A I don't believe so.

8 Q Why do you say you don't believe so?

9 A Because I'm not sure 100 percent as to where

10 the funds came from. That's something that Marvin Tate

11 has, the accountant.

12 BY MR. BUCHHOLZ:

13 Q What other sources of funds did SFRC have,

14 other than the EB-5 LPs?

15 A No other source of funds, except through

i 16 management fees and potential revenues from the various

17 businesses.

18 Q Okay. So, is it fair to say then that the

19 source of the funds would have to either by from the EB-5

20 LPs or from revenues or management fees associated with

21 those?

22 A Yes.

23 BY MR. EME:

24 Q Has it been your practice to have capital

25 investments by EB-5 investors transferred into SFRC bank

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1 accounts?

2 A Yes.

3 Q When you were writing these checks, did you

4 know whose money you were spending, if it was the

5 investors'

6 money or SFRC's money?

7 A No.

8 Q Did you care?

9 A We11, I always care.

10 BX MR. BUCHHOLZ:

11 Q Did you take any steps to try to determine

L2 exactly which source of funds you were using?

13 A No.

14 Q And Mr. Tate didn't have an understanding

15 either, to your knowledge, of exactly which source of

16 Eunds were being used?

17 A I'm not sure.

18 Q Do you believe he did?

19 A Z don't know.

20 Q Did you ever ask hi.m ~o do anything to confirm

21 or track exactly what source of funds were bea.ng used for

22 what?

23 A We did the "due to/due from," yes.

24 Q Okay. But that was mostly after the fact,

25 though, is that correct? You would record a "due to/due

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1 going to be an EB-5 project.

2 BY MR. BUCHHOLZ:

3 Q Were the restaurants ever described in any

4 materials that were filed with the USCIS?

5 A No.

6 Q Did you have any drafts of such descriptions or

7 conversations with anyone about preparing descriptions of

8 the restaurants to submit to USCIS?

9 A We had -- yes -- we had an entire business plan

10 that we put together for USCIS.

11 Q Who else was involved in that?

12 A Jennifer Bronson, she wrote the business plan.

13 Q Why did you not end up submitting it?

19 A Because I had a problem with the partner from

15 an accountingstandpoint of the proceeds to the

16 restaurants. And once we separated, I don't believe I

17 wrote another check to the restaurant, from San Francisco

18 Regional Center.

19 Q Is that Mr. Pastena?

20 A Yes.

21 Q And you never took any steps later to descra.be

22 any monies that were used for restaurant ventures to

23 USCIS ox in a USCIS filing?

24 A No. We never submitted the EB-5 project to

25 USCIS. I'd had enough with these two restaurants.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 26 of 48
Page 84

~''`~

i''1

1 Q Right. And with regard to any of the other

2 entities that were actually covered in USCIS balance, you

3 didn't ever disclose to USCIS that monies had been used

4 in connection with restaurant ventures, is that correct?

5 A Correct.

6 Q Okay.

7 BY MR. EME:

8 Q Does Tribune Tavern rent space in Tribune

9 Tower?

10 A Yes.

11 Q Has it ever paid rent on that space?

12 A Yes.

13 Q When?

14 A This year.

15 Q 2016?

16 A Yes.

17 Q Did it pay rent before that?

18 A No.

19 Q And how long has it been occupying that space?

20 A Approximately three years.

21 Q Is that from the opening date? I want to go

22 back to even, you know, maybe the restaurant wasn't open,

23 but Tribune Tavern was still renting?

24 A I'm not sure when the actual construction

25 renovation started.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 27 of 48
/"r'~

Page 85

C`

1 Q Okay. But through the opening -- from the

2 opening day through 2013, it pays no rent, correct?

3 A Yes. Because it wasn't making any money.

4 MR. RICE: Do you know when it went into

5 operation?

6 THE WITNESS: I believe it was April 2013 -- I

7 think.

8 BY MR. EME:

9 Q Have you, personally, dined at Tribune Tavern,

10 frequent7.y, since it opened?

11 A Yes.

12 Q About how often have you dined there?

13 A I have lunch there maybe four days a week, and

14 I have dinner there maybe once a week.

15 Q And have you paid for those meals?

16 A No.

17 Q Do you ever eat there when you're doing

18 business entertaina.ng?

19 A Yes.

20 Q And do you pay on those occasions for yourself

21 or your guest?

22 A No.

23 Q The four lunches and one dinner a week, a.s that

29 personal os does that include the business?

25 MR. RICE: I'm sorry, what does that mean?

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 28 of 48
~~

I•.•- ::

/"'~.

.rimer

1 MR. EME: He said earlier that he's eaten there

2 roughly -- he east there -- his practice is that he eats

3 lunch there four days a week and dinner one day a week.

4 BY MR. EME:

5 Q Correct?

6 A Approximately, yes.

7 Q Right. And were you thinking of you were there

8 personally eating or were you including the business

9 entertaining?

10 A Both.

11 Q Do you know -- can you give me an approximation

12 of the five meals a week, how many are just you,

13 personal, and how many are business?

19 A I'd say one is business, four is personal.

15 Q Is there anyone else who has been regularly

16 eating for free at Tribune Tavern?

17 A My son, Matt Henderson, Aileen Yen. I'm not

18 sure -- there are other people from our office that eats

19 there, but I'm not sure if the meal is comp'd or not.

20 Q Okay. Are Matt and Aileen allowed to go there

21 and eat for free, is that the practice?

22 A Yes.

23 Q And do you know how often they've been eating

29 there, since it opened?

25 A Matt, probably lunch four times a week, with

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 29 of 48
~\

~..- ::~

/"~"~

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1 A I don't recall if I have or not.

2 Q Okay.

3 BY MR. EME:

4 Q Z think we've covered this already, but I just

5 want to make sure we're clear. Have you always been the

6 one who has controlled bank accounts cf SFRC, the limited

7 partnerships, their general partners and any separate job

8 creating entities?

9 A Yes, except for North America 3PL, LLC, both

10 Kevin Shimamoto and Clement Chin are on that bank

11 account.

12 MR. DISSTON: How about CC00?

13 THE WITNESS: Oh, yes, and CC00, Shirley Ma

14 handles that, all of those monies through that nursing

15 home operation.

16 MR. EME: Okay.

17 BY MR. EME:

18 Q Would that be accounts in the name of the LP

19 and the GP?

20 A It's Comprehensive Care of Oakland, LP, T

21 believe she handles all of those funds.

22 Q And does she do it alone or do you have

23 authority, also?

24 A She does it alone.

25 Q Okay. Have you ever had authority over the

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 30 of 48
/~

r~

Page 89

1 CCOO, LP, account?

2 A I have, from when the monies were originally

3 invested into the project. I did have control over those

4 accounts, yes. But the day-to-day operation for CC00

5 banking is handled 100 percent by Shirley Ma.

6 Q Okay. And the NA3PL, LLC, you said Kevin and

7 Clement are on the account. Is that on the account with

8 you or just them?

9 MR. DISSTON: Just to clarify the confusing

10 names of some of these entities, I think the LLC that is

11 the job creating entity in NA3PL, LP project, is North

12 America 3PL, LLC, not NA3PL, LLC. Although, I think that

13 entity exists, I don't think that it has any function.

14 MR. EME: Okay. Yes, I am aware of that

15 distinction between the two and I'll try to be more

~ 16 careful about it.

17 BY MR. EME:

18 Q So, Kevin and Clement are on an account of

19 North America 3PL, LLC, is that correct?

20 A Yes.

21 Q Okay. And do you have authority over that

22 account?

23 A Yes.

24 Q With them?

25 A Yes.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 31 of 48
/'"r'\

Page 138

~~

1 MR. RICE: Okay.

2 BY MR .~ EME

3 Q So, that's the CallSoakets, they're all in the

4 same business, right?

5 A Well, they're in the same business, but they're

6 all different companies, separate companies.

7 BY MR. BUCHHOLZ:

8 Q Right. And you don't remember any specific

9 disclosure or communication with USCIS about using funds

10 £rom CCOO to make a real estate related loan to an entity

11 in a different business?

12 A I don't recall if we did or how we stated it to

13 USCIS. The -- I'm not sure how it was accounted for to

14 USCIS, but all the funds were accounted for.

15 BY MR. EME:

16 Q 1700 20th Street a.n Oakland, California, who

17 owns that property?

18 A That's Berkeley Healthcare Dynamics, LLC.

19 Q And does North America 3PL, LLC, rent that

20 building or part of that building from Berkeley Health

21 Dynamics?

22 A Yes.

23 Q So, it's the job creating entity that rents the

24 space from Berkeley Health Dynamics, LLC, correct?

25 A Yes.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 32 of 48
/"+°1

Page 146

1 shared that information with the investors, but I don't

2 know, because I'm not there.

3 Q Right. I just want to make sure that we're

4 clear here. Are you referring to something not in the

5 documents or are you referring just to the documents?

6 A The documents say I have sale discretion to buy

7 properties, make loans, make investments.

8 Q Right. And --

9 A When that happened, I would tell our overseas

10 offices, this is the transaction we did. Whether they

11 shared it with the investors or not, I don't know.

12 Q Okay. And what you understood to be

13 communicated to the investors was what was in the

14 documents, but on your discretion?

15 A Yes.

16 Q That's what you asked to have translated into

17 Chinese and communicated to the investors?

18 A Yes.

19 Q Okay. Who owns Berkeley Healthcare Dynamics?

20 A There are four partners.

21 Q Who are they?

22 A Kevin Shimamoto, Clement Chin, Jennifer

23 Bronson, and myself.

24 Q Yourself, personally?

25 A Yes.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 33 of 48
/'r"~

Page 147

~„"~

/"°~

1 Q Are they equal 25 percent stakes?

2 A No. Clement and Kevin, 25 percent each.

3 Jennifer, 10. And 90 percent T own, personally.

4 BY MR. EME:

5 Q Let. me just jump in -- there's an LP and an

6 LLC, so which one were you thinking of?

7 A There was --

8 Q I think there's both?

9 A There are.

10 MR. RICE: That's pretty complicated, too.

11 THE WITNESS: There is both, yes.

12 MR. EME: Okay.

13 THE WITNESS: And the LP was originally the

1A owner of the property and when we refinanced the BHD

15 property, we had to set up a single purposes entity,

16 otherwise the bank would not refinance the property, and

17 that's when SFRC was no longer the partner in it and it

18 was the tour of us, personally.

19 BY MR. EME:

20 Q Are the partners in Berkeley Health Dynamics,

21 LP --

22 A LLC.

23 Q Okay. -- the owner of the property?

24 A Yes.

25 BY MR. BUCHHOLZ:

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 34 of 48
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Page 149

1 Francisco Regional Center, the entity, to be the partner

2 in the warehouse operation for the refinancing of the

3 property.

4 Q Okay. Right. But the I~LC took over ownership

5 of the property, correct?

6 A BHD, LLC, yes, took over ownership.

7 Q Okay. And you got a 40 percent ownership stake

8 in BHD, LLC, correct?

9 A Correct.

10 Q And you didn't pay any compensation for that 40

11 percent stake, is that co.~rect?

12 A Correct.

13 MR. DISSTON: Well, are you talking about

14 compensation in the form of a cash payment or

15 compensation in the form of a note?

'~ 16 BY MR. BUCHHOLZ:

17 Q In the form of capital. Did you pay any money?

18 A No. I signed a guarantee to the bank on the

19 mortgage, personally. But I didn't have to prior to

20 that, because it was San Francisco Regional Center. So,

21 there's a note due.

22 Q Okay.

23 BY MR. EME:

24 Q What is Immedia, LLC, I-m-m--e-d-i-a, LI,C?

25 A Immedia is a bank account doing business as San

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 35 of 48
/'"h

Page 150

1 Francisco Regional Center.

2 Q Did you open that account?

3 A Yes.

9 Q And why did you open it?

5 MR. RICE: I'm sorry -- is Immedia a d/b/a of

6 SFRC? Is that what you're saying? The way you said it

7 was the opposite.

8 THE WITNESS: Well, Immedia is doing business

9 as SFRC.

10 MR. RICE: I'm confused, I'm not sure what that

11 means.

12 MR. EME: He also said it's a bank account

13 doing business as SFRC.

19 BY MR. EME:

15 Q So, does Immedia have any substance of .its own?

16 A No.

17 MR. RICE: Is it a fictitious business name of

18 SFRC?

19 THE WITNESS: It's a separate -- it's an LLC on

20 its own.

21 MR. RICE: Immedia is?

22 THE WITNESS: Tmmedia is.

23 MR. RICE: Okay.

29 MR. EME: You can find it on the California

25 Secretary of State website.

r4'r'y

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 36 of 48
I

'r'~~

Page 151

1 BY MR. EME:

2 Q So, it exists as a separate entity, Immedia

3 does, right?

9 A Yes.

5 Q But it also has a bank account in its name

6 d/b/a SFRC, right?

7 A D/b/a SFRC, yes.

8 Q Okay. Has Immedia conducted any other

9 operations other than that bank account?

10 A None.

11 Q Okay. So, why does that bank account exist,

12 what's the purpose of it?

13 A We set up that bank account because I'm in

14 another lawsuit litigation with partners in the shopping

15 center, and the San Francisco Regional Center account,

16 the previous one, was frozen. And we set up this SFRC

17 account to continue the business operations.

18 Q When you say "we," does that mean you?

19 A Me, yes.

20 Q So, for all intents and purposes, is that

21 account an account of SFRC?

22 A Yes. That is the SFRC account.

23 Q Okay. Is that the only bank account, right

24 now, that SFRC has?

25 A Yes.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 37 of 48
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Page 152

!'".+~

`""`'\

1 Q CallSocket III, LP, has it conducted any

2 operations?

3 MR. EME: Mr. Buchholz is stepping out, for the

4 record.

5 THE WITNESS: From the Call Center, not at this

6 time.

7 MR. EME: Right.

8 BY MR. EME:

9 Q It bought and sold the I. Magnin Building at

10 2001 Broadway in Oakland, California, right, ox passed

11 through a holding company?

12 A Ca1lSocket III Holding Company sold the I.

13 Magnin Building and those monies were deposited in

14 Ca1lSocket III Holding, LLC, account, and were

15 transferred to Ca1lSocket III, LP, account.

16 Q Okay.

17 A To the investors' account.

18 Q Okay.

19 MR. RICE: This is all pre-receivership?

20 THE WITNESS: This is pre-receivership.

21 MR. RICE: Okay.

22 BY MR. EME:

23 Q And so aside from that activity, CallSocket

29 III, LP, hasn't conducted any operations?

25 A Not yet.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 38 of 48
!"~

Page 160

/"`'~

1 MR. EME: Okay.

2 BY MR. EME:

3 Q So, City Brand Media, LLC, does SFRC have an

4 ownership stake, even if it's indirect, in City Brand

5 Media, LLC?

6 A Yes.

7 Q All right. Bay Area Trading, LLC, what kind of

8 a company is that?

9 A Bay Area Trading is a wholesale company that is

10 owned by North America 3PL. Bay Area Trading buys

11 seafood as a wholesaler and supplies the seafood to the

12 Tavern Restaurant, that's the only business that it does.

13 Q And does -- is it the NA3PL, LP that owns --

19 A North America 3PL, LLC.

15 Q Is it the sole owner of Bay Area Trading, LLC?

16 A Yes.

17 Q Okay. And SFRC has an indirect ownership stake

18 in Bay Area Trading, LLC, correct?

19 A Yes.

20 Q JL Gateway, LLC, what kind of company is that?

21 A JL Gateway, LLC, is the owner of the shopping

22 center.

23 Q The piece of property?

24 A A piece, yes, the property.

25 MR. RICE: Which shopping center?

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 39 of 48
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Page 161

r'"h

1 THE WITNESS: The Jack London Gateway, JL

2 Gateway Shopping Center.

3 BY MR. EME:

4 Q Is that part of the West Oakland Plaza project?

5 A Yes.

6 Q Does JL Gateway, LLC, own the property in trust

7 for West Oakland Plaza, LP?

8 A No.

9 Q Do you have or does SFRC have any ownership

10 stake in JL Gateway, LLC, direct or indirect?

11 A Yes, indirect.

12 Q And where did JL Gateway, LLC, get the money to

13 buy the shopping center?

19 A It's a loan from Thorofare Lenders that

15 financed the shopping center.

16 Q And so Thorofare is a third party lender, not

17 part of the SFRC family, if you will?

18 A It's an independent lender that we have no

19 association with.

20 Q Okay. And did JL Gateway use any other fund,

21 besides what it borrowed from Thorofare?

22 A Not that I recall.

23 Q True Agility, you already talked about what

24 that is. Does SFRC have any direct or indirect ownership

25 stake in True Aga.lity?

~"\

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 40 of 48
'~'"R\

Page 164

~°""~~

1~

1 about -- actually, more than two. Magic Ear --

2 MR. RICE: We'll hold you to that promise.

3 BY MR. EME:

4 Q -- LZC, we talked about what that is. Sorry if

5 I'm repeating this, but does SFRC have any direct or

6 indirect ownership interest in that one?

7 A Indirect.

8 Q Creative Dynamics, same question, does SFRC

9 have any direct or indirect ownership interest in that?

10 A None.

11 Q How about you, personally?

12 A No.

13 Q If you turn the page you'll see Starr Brand,

14 LLC, that's Starr with two "R"s, what is~that?

15 A That was an EB-5 investment that never

16 happened.

17 Q You mean it was going to be something that EB-5

18 investors could put their money into?

19 A Yes.

20 Q Did it ever conduct any business?

21 A No.

22 Q It's listed as an asset, money that's due from

23 Starr Brand to SFRC on this exhibit. Do you know why

24 that is, why would Starr Brand have money due to SFRC?

25 A Money was loaned to Starr Brand, LLC.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 41 of 48
i~

/°",~

Page 177

1 the investor will get their green cards or get their

2 money back. That's the deal I signed with USCIS, with

3 their rules and regulations, when they appointed me a

4 Regional Center. So, that's the risk that the investors

5 take, that I'm making the right decision on their behalf

6 to create the jobs, so that they get their green cards.

7 The Call Center business is a hard business,

8 I'm competing with India and the Philippines at a dollar

9 an hour, or two dollars, or whatever it is. So, you have

10 to be creative here and hopefully our own businesses,

11 that we have a relationship with, generate the revenues

12 and the jobs, and has value going back to the investors,

13 long-term.

14 Q I want to go back to the written disclosures to

15 investors and talk about that, briefly. So, has the

16 practice been that a Private Placement Memorandum, o~

17 PPM, has been prepared for each of the limited

18 partnerships?

19 A Yes.

20 Q And then has the PPM been distributed to people

21 who are prospective investors, before they invest?

22 A Yes.

23 Q Okay. Likewise, has a business plan be created

29 for each of the la.mited partnerships?

25 A Yes.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 42 of 48
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Page 178

~"`~

1 Q And distributed to prospective investors?

2 A Yes.

3 Q For the PPMs, who drafted tY~em, who reviewed

4 them, and who ultimately approved them, can you tell me

5 that?

6 MR. RICE: That's a lot of questions at once.

7 So, feel free to tease those out.

8 MR. EME: Yes.

9 THE WITNESS: Leeds Disston, my attorney,

10 generated the legal documents, the PPM, Limited

11 Partnership Agreement, Operating Agreement. The Business

12 Plan we create in-house, ourselves.

13 BY MR. EME:

14 Q So, let's just talk about the PPM separately --

15 and thank you for .all that. The way I look at it,

16 someone writes it -- this could be over-simplification --

17 but somebody writes it, other people review it and then

18 somebody else says, yes, that's approved. So, the PPMs,

19 who has been the primary drafter of the PPMs?

20 A Leeds Disston.

21 Q Okay. And then when he has a draft ready to

22 go, do you review it, does someone else review it, before

23 it actually is distributed?

24 A I review it. Jennifer Bronson reviews it.

25 Matt Henderson reviews it. And China reviews it.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 43 of 48
~~"~1

Page 179

!"'~`~

1 Q Okay.

2 MR. RICE: When you say China, what do you

3 mean?

4 THE WITNESS: China offices, our representative

5 offices in Shanghai, they review it.

6 BY MR. EME:

7 Q Is that Peter?

8 A Peter Hu.

9 Q And is it just Peter or Jessie was the other

10 person?

11 A Well, primarily Peter Hu is the individual.

12 Q Okay. Peter is in mainland China or in Hong

13 Kong?

19 A Mainland China.

15 Q Okay. So, after all that review is done, is

16 there somebody who has the final authority to say I

17 approve this, this can be distributed to investors?

18 A That would be me.

19 Q Okay. And the Business Plans, Jennifer

20 Bronson, she's the primary drafter of them, is that

21 right?

22 A Yes.

23 Q And do they go through a review process, before

29 they're distributed?

25 A Months and months of review.

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 44 of 48
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Page 180

1 Q Okay. And who are the reviewers?

2 A Myself, Matt Henderson, Peter Hu, as well as

3 staff in Shanghai. We also have individuals that are

9 partnering up with us in the venture, that are driving

5 the business plan, also, based on their background and

6 expertise.

7 Q Okay. And then when that review process is

8 finished, are you the one who had ultimate authority to

9 say we're going with this?

10 A Yes.

11 Q Okay. And these practices that you described

12 to me, have they been essentially the same for the past

13 five years?

19 A Yes.

15 MR. RICE: And if I could just clarify, when

16 Jennifer drafts the Business Plan, where is she getting

17 the information from?

18 THE WITNESS: She's getting the information

19 from the marketplace, as well as from the potential

20 partner that is involved in the operations, that normally

21 ends up being the manager of the --

22 MR. RICE: So, Shirley Ma for CC00?

23 THE WITNESS: Shirley Ma for CC00, with her

24 expertise, 21 years expertise in the healthcare nursing

25 home industry. So, there's a lot of documentation that

r~"~1

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 45 of 48
/°"'~

Page 181

1 comes from, and data, that comes from the partners that

2 are already established in the industry.

3 BY MR. EME:

4 Q And do the -- or have the investors signed

5 limited partnerships to become investors?

6 A Yes.

7 Q And Mr. Disston, has he been the primary

8 drafter of those?

9 A Yes.

10 Q Arid have they gone through a review and

11 approval process, as well?

12 A Yes.

13 Q And is it different from the PPM one or what's

14 the review and approval process?

15 A Well, it's the same, everybody has a chance to

16 review it and then we all agree that it's unanimous,

17 we're ready to go with it, ready to run with it.

18 Q But you have the ultimate authority, though, to

19 approve the Limited Partnership Agreement?

20 A Yes.

21 Q All the limited partnerships wexe formed in

22 California, right?

23 A Yes.

24 Q And do the investors or have the investors

25 executed subscription agreements to become investors?

/'"~'~

Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 46 of 48
~"~1

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Page 198

1 PROOFREADER'S CERTIFICATE

2

3 In the Matter of: SAN FRANCISCO REGIONAL CENTER, LLC

9 Witness: Thomas M. Henderson

5 File Number: SF-04031-A

6 Date: Thursday, June 2, 2016

7 Location: San Francisco, California

8

9 This is to certify that I, Donna S. Raya,

10 (the undersigned), do hereby swear and affirm that the

11 attached proceedings before the U.S. Securities and

12 Exchange Commission were held according to the record and

13 that this is the original, complete, true and accurate

14 transcript that has been compared to the reporting ox

15 recording accomplished at the hearing.

16

17 — ~.~~-~--

18 (Proofreader's Na e) (Date)

19

20

21

22

23

29

25

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Case 3:17-cv-00223-RS Document 11-1 Filed 01/20/17 Page 48 of 48