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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

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; 

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. 3:17-cv-00223-RS

DECLARATION OF THOMAS J. EME IN 

SUPPORT OF PLAINTIFF SECURITIES AND 

EXCHANGE COMMISSION’S MOTION FOR 

PRELIMINARY INJUNCTION AND FOR 

APPOINTMENT OF RECEIVER
EME DECLARATION 1 CASE NO. 3:17-CV-00223-RS

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DECLARATION OF THOMAS J. EME

I, Thomas J. Eme, declare:

1. I am an attorney admitted to practice in the State of Illinois and employed in the San 

Francisco Regional Office of the Securities and Exchange Commission (“Commission”). I was 

assigned to the investigation that preceded the filing of this action against San Francisco Regional 

Center, LLC (“SFRC”) and other Defendants and Relief Defendants, and I am one of the attorneys of 

record representing the Commission in this case. I make this Declaration in support of the 

Commission’s Motion for Preliminary Injunction and for Appointment of Receiver. I make this 

Declaration based upon facts within my personal knowledge and to which I am competent to testify if 

called upon to do so.

2. During the investigation, Defendant Thomas M. Henderson (“Henderson”) testified 

under oath on June 2, 2016 pursuant to an investigative subpoena. Attached Exhibit 1 is a true and 

correct copy of excerpts from the transcript of Henderson’s testimony. 

3. Attached Exhibit 2 is a true and correct copy of a Business Plan for Comprehensive 

Care of Oakland, L.P. (“CCOO”) produced to the Commission staff by the United States Citizenship 

and Immigration Services (“USCIS”).

4. Attached Exhibit 3 is a true and correct copy of a Private Placement Memorandum 

with attached limited partnership agreement, subscription agreement, and escrow agreement for 

CCOO produced to the Commission staff by USCIS. 

5. Attached Exhibit 4 is a true and correct copy of an additional Business Plan for CCOO 

produced to the Commission staff by USCIS.1 

6. Attached Exhibit 5 is a true and correct copy of an additional Private Placement 

Memorandum with attached subscription agreement, limited partnership agreement, and escrow 

agreement for CCOO produced to the Commission staff by USCIS.2

 

1 There is a gap in the Bates numbering of this Business Plan, but the internal pagination is sequential and I have 

confirmed that the exhibit is a true and complete copy of the Business Plan. 

2 While Exhibits 3 and 5 indicate that the CCOO syndication fee amount was $40,000, SFRC produced another version of 

the CCOO Private Placement Memorandum (not appended to this Declaration) showing a $60,000 syndication fee in 

response to an investigative subpoena issued by the Commission staff.
EME DECLARATION 2 CASE NO. 3:17-CV-00223-RS

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7. Attached Exhibit 6 is a true and correct copy of a Private Placement Memorandum 

with attached limited partnership agreement, subscription agreement, and escrow agreement for 

Defendant CallSocket, L.P. (“CallSocket I”) produced to the Commission staff by SFRC pursuant to 

an investigative subpoena. 

8. Attached Exhibit 7 is a true and correct copy of a certificate of limited partnership for 

CallSocket I produced to the Commission staff by SFRC pursuant to an investigative subpoena.

9. Attached Exhibit 8 is a true and correct copy of an additional Private Placement 

Memorandum with attached subscription agreement for CallSocket I produced to the Commission 

staff by USCIS. 

10. Attached Exhibit 9 is a true and correct copy of a Business Plan for CallSocket I 

produced to the Commission staff by SFRC pursuant to an investigative subpoena.

11. Attached Exhibit 10 is a true and correct copy of a Private Placement Memorandum 

with attached limited partnership agreement, subscription agreement, and escrow agreement for 

Defendant CallSocket II, L.P. (“CallSocket II”) produced to the Commission staff by SFRC pursuant 

to an investigative subpoena. 

12. Attached Exhibit 11 is a true and correct copy of a Business Plan for CallSocket II 

produced to the Commission staff by SFRC pursuant to an investigative subpoena.

13. Attached Exhibit 12 is a true and correct copy of a Private Placement Memorandum 

with attached limited partnership agreement, subscription agreement, and escrow agreement for 

Defendant CallSocket III, L.P. (“CallSocket III”) produced to the Commission staff by SFRC 

pursuant to an investigative subpoena. 

14. Attached Exhibit 13 is a true and correct copy of a Business Plan for CallSocket III 

produced to the Commission staff by SFRC pursuant to an investigative subpoena. 

15. Attached Exhibit 14 is a true and correct copy of a Private Placement Memorandum 

with attached limited partnership agreement, subscription agreement, and escrow agreement for 

Defendant NA3PL, L.P. produced to the Commission staff by SFRC pursuant to an investigative 

subpoena. 
EME DECLARATION 3 CASE NO. 3:17-CV-00223-RS

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16. Attached Exhibit 15 is a true and correct copy of a Business Plan for NA3PL, L.P.

produced to the Commission staff by SFRC pursuant to an investigative subpoena.

17. Attached Exhibit 16 is a true and correct copy of a Private Placement Memorandum 

with attached limited partnership agreement, subscription agreement, and escrow agreement for 

Defendant West Oakland Plaza, L.P. (“West Oakland Plaza”) produced to the Commission staff by 

SFRC pursuant to an investigative subpoena. 

18. Attached Exhibit 17 is a true and correct copy of a Business Plan for West Oakland 

Plaza produced to the Commission staff by SFRC pursuant to an investigative subpoena.

19. Attached Exhibit 18 is a true and correct copy of a Private Placement Memorandum 

with attached limited partnership agreement, subscription agreement, and escrow agreement for 

Defendant California Gold Medal, L.P. (“California Gold Medal”) produced to the Commission staff 

by SFRC pursuant to an investigative subpoena. 

20. Attached Exhibit 19 is a true and correct copy of a Business Plan for California Gold 

Medal produced to the Commission staff by SFRC pursuant to an investigative subpoena.

21. Attached Exhibit 20 is a true and correct copy of a “DECLARATION OF THOMAS 

M. HENDERSON RE PURCHASE OF REAL PROPERTY” dated April 20, 2016 and obtained by 

the Commission staff from the public file of the lawsuit Young v. Henderson, et al., Case No. RG-15-

778891, now pending in California Superior Court. 

22. Attached Exhibit 21 is a true and correct copy of a document titled “DECLARATION 

OF TRUST CallSocket Holding Company, LLC” produced to the Commission staff by SFRC 

pursuant to an investigative subpoena.

23. Attached Exhibit 22 is a true and correct copy of a document titled “CallSocket 

Holding Company, LLC RESOLUTION RE TRUST DECLARATION” produced to the 

Commission staff by SFRC pursuant to an investigative subpoena.

24. Attached Exhibit 23 is a document titled “Agreement” produced by SFRC to the 

Commission staff pursuant to an investigative subpoena. 

25. Attached Exhibit 24 is a true and correct copy of a “DECLARATION OF SUSAN L. 

UECKER JOINING IN SUPPORT OF ALLAN YOUNG’S MOTION TO EXCUSE TURNOVER 
EME DECLARATION 4 CASE NO. 3:17-CV-00223-RS

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UNDER 11 U.S.C. § 543(d)(1) OR TO DISMISS OR ABSTAIN PURSUANT TO 11 U.S.C. § 305” 

dated November 8, 2016 and obtained by the Commission staff from the public record of a 

proceeding in U.S. Bankruptcy Court for the Northern District of California. 

26. Attached Exhibit 25 is a true and correct copy of an Internet web page captured by 

Commission staff on December 13, 2016, and showing “A Comprehensive Care of Oakland Facility” 

with an address of 1833 10th Avenue, Oakland, California. 

27. Attached Exhibit 26 is a true and correct copy of a document titled “Seller’s 

Settlement Statement” voluntarily produced to the Commission staff by Susan Uecker.

28. Attached Exhibit 27 is a true and correct copy of a document Titled “Buyer’s Final 

Settlement Statement” produced to the Commission staff by SFRC pursuant to an investigative 

subpoena. 

29. Attached Exhibit 28 is a true and correct copy of a document titled “Promissory Note 

Berkeley Healthcare Dynamics, LLC (Successor to Berkeley Healthcare Dynamics, LP)” produced to 

the Commission staff by SFRC pursuant to an investigative subpoena.

30. Attached Exhibit 29 contains true and correct copies of two documents each titled 

“Seller’s Settlement Statement” voluntarily produced to the Commission staff by Susan Uecker. 

31. Attached Exhibit 30 is a true and correct copy of a document titled “Buyer’s Closing 

Statement” produced voluntarily to the Commission staff by Marvin Tate. 

32. Attached Exhibit 31 is a true and correct copy of a “DECLARATION OF RECEIVER 

SUSAN L. UECKER IN CONNECTION WITH THE ORDER TO SHOW CAUSE HEARING 

REGARDING CONFIRMATION OF RECEIVER’S APPOINTMENT” dated April 6, 2016 and 

obtained by the Commission staff from the Young v. Henderson public record. 

33. Attached Exhibit 32 is a true and correct copy of portions of a verified complaint dated 

August 1, 2014 and obtained by the Commission staff from the public file of the lawsuit Broadway 

Restaurant and Entertainment Group, LLC v. Thomas M. Henderson, et al., Case No. RG14735318, 

filed in California Superior Court. The included portions are the first page of the verified complaint 

and Exhibits A and B to the verified complaint.
EME DECLARATION 5 CASE NO. 3:17-CV-00223-RS

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34. Attached Exhibit 33 is a true and correct copy of a document titled “VERIFIED 

SECOND AMENDED DERIVATIVE AND DIRECT COMPLAINT FOR DAMAGES, 

DECLARATORY RELIEF, AND INJUNCTIVE RELIEF” obtained by the Commission staff from 

the public file of Young v. Henderson. 

35. Attached Exhibit 34 is a true and correct copy of an order titled “AMENDED ORDER 

GRANTING PLAINTIFF’S EX PARTE MOTION FOR APPOINTMENT OF RECEIVER

PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 564 AND SETTING HEARING ON 

ORDER TO SHOW CAUSE” dated March 25, 2016 and obtained by the Commission staff from the 

public file of Young v. Henderson.

36. Attached Exhibit 35 is a true and correct copy of a “DECLARATION OF SUSAN L. 

UECKER IN SUPPORT OF MOTION TO EXCUSE TURNOVER OR IN THE ALTERNATIVE 

ABSTAIN” dated November 1, 2016 and obtained by the Commission staff from the public file of a 

proceeding in U.S. Bankruptcy Court for the Northern District of California.

37. Attached Exhibit 36 is a true and correct copy of a document produced to the 

Commission staff by SFRC pursuant to an investigative subpoena. It is a letter on USCIS letterhead 

“Re: San Francisco Regional Center” dated November 31, 2011. 

38. Attached Exhibit 37 is a true and correct copy of a document titled “Borrower’s 

Estimated Settlement Statement” produced to the Commission staff by SFRC pursuant to an 

investigative subpoena.

39. Attached Exhibit 38 is a true and correct copy of a document Titled “DECLARATION

OF TRUST” produced to the Commission staff by SFRC pursuant to an investigative subpoena.

40. Attached Exhibit 39 is a true and correct copy of a USCIS “Policy Memorandum” 

dated May 30, 2013 and obtained by the Commission staff from the USCIS public website.

41. Attached Exhibit 40 is a true and correct copy of a document titled “RESOLUTION

TO ADMIT ADDITIONAL MEMBER Berkeley Healthcare Dynamics, LLC” produced to the 

Commission staff by SFRC pursuant to an investigative subpoena.
EME DECLARATION 6 CASE NO. 3:17-CV-00223-RS

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42. Attached Exhibit 41 is a true and correct copy of pages excerpted from an operating 

agreement for Immedia, LLC produced to the Commission staff by SFRC under an investigative 

subpoena.

43. Attached Exhibit 42 is a true and correct copy of pages excerpted from an operating 

agreement for Starr Brand, LLC, produced to the Commission staff by SFRC under an investigative 

subpoena.

44. Attached Exhibit 43 is a true and correct copy of pages excerpted from the 2013 and 

2014 tax returns for Berkeley Healthcare Dynamics, L.P., produced to the Commission staff by 

SFRC under an investigative subpoena.

45. Attached Exhibit 44 is a true and correct copy of an Internet web page captured by 

Commission staff on January 15, 2017, and showing North America 3PL with an address of 1700 20th

Street, Oakland, California.

46. Attached Exhibit 45 is a true and correct copy of pages excerpted from an operating 

agreement for JL Gateway, LLC produced to the Commission staff by SFRC under an investigative 

subpoena.

47. Attached Exhibit 46 is a true and correct copy of pages excerpted from an operating 

agreement for Central California Farms, LLC produced to the Commission staff by SFRC under an 

investigative subpoena.

48. Attached Exhibit 47 is a true and correct copy of pages excerpted from an operating 

agreement for CallSocket III Holding Company, LLC produced to the Commission staff by SFRC 

under an investigative subpoena.

49. Attached Exhibit 48 is a true and correct copy of pages excerpted from an amendment 

to the operating agreement for CallSocket III Holding Company, LLC produced to the Commission 

staff by SFRC under an investigative subpoena.

50. Attached Exhibit 49 is a true and correct copy of a document titled “PLAINTIFF’S 

NOTICE OF EX PARTE MOTION AND EX PARTE MOTION FOR APPOINTMENT OF 

RECEIVER PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 564” obtained by the 

Commission staff from the public file of Young v. Henderson.
EME DECLARATION 7 CASE NO. 3:17-CV-00223-RS

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51. Attached Exhibit 50 is a true and correct copy of Susan Uecker’s CV and a list with a 

sample of cases in which she has served.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is 

true and correct and that this Declaration was executed on January 18, 2017 in San Francisco, 

California.

/s/ Thomas J. Eme

Thomas J. Eme

 Attorney for Plaintiff

SECURITIES AND EXCHANGE COMMISSION