Case 3:17-cv RS Document Filed 05/15/17 Page 1 of 9

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1 Case :-cv-00-rs Document - Filed 0// Page of 0 Elizabeth Berke-Dreyfuss (Bar No. ) WENDEL, ROSEN, BLACK & DEAN LLP Telephone: (0) -00 Fax: (0) - edreyfuss@wendel.com Attorneys for Susan L. Uecker, Receiver and Monitor UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION SECURITIES AND EXCHANGE COMMISSION, vs. Plaintiff, 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.; NAPL, 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 PL, 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. :-CV-00-RS DECLARATION OF SUSAN L. UECKER IN ON NORTH AMERICA PL, LLC, BERKELEY HEALTHCARE DYNAMICS, LLC, COMPREHENSIVE CARE OF OAKLAND, LLC AND COMPREHENSIVE CARE OF CALIFORNIA 00.00\. :-CV-00-RS

2 Case :-cv-00-rs Document - Filed 0// Page of 0 I, Susan L. Uecker, declare:. I am the duly appointed Monitor for Defendants Comprehensive Care of California, LLC; Comprehensive Care of Oakland, L.P. and North America PL, LLC, and relief Defendant Berkeley Health Care Dynamics, LLC ( Monitor Entities ) pursuant to the Court s Order Appointing Receiver and Monitor entered herein on March, ( Monitor Order )(Docket No. 00). The following facts are true of my own personal knowledge, and if called as a witness, I would and could competently testify thereto, except as to those matters that are alleged upon information and belief, and as to those matters, I believe them to be true. I make this declaration in support of my Monitor s Report on North American PL, LLC, Berkeley Healthcare Dynamic, LLC, Comprehensive Care of Oakland, and Comprehensive Care of California.. Attached here to as Exhibit is a true and correct copy of the Business Plan for North America PL, LLC ( PL LLC ). I obtained a copy of the PL LLC Business Plan from the Declaration of Thomas J. Eme, filed herein on January,, Docket No., Exhibit No. -.. Attached hereto as Exhibit is a true and correct copy of the January, Lease Agreement between Berkeley Healthcare Dynamics, L.P., as Landlord and PL LLC. I received a copy of this lease from James Ficenec, Esq. of Archer Norris, counsel for PL, LLC and Berkeley Healthcare Dynamics, LLC.. Attached hereto as Exhibit is a true and correct copy of the First Amendment to Lease Agreement, 00 th Street, Oakland, CA 0, entered into on November, between Berkeley Healthcare Dynamics, LLC ( BHD ), as the assignee of Berkeley Healthcare Dynamics, L.P., as landlord, and PL LLC, as tenant. I received a copy of the First Amendment to Lease Agreement from Mr. Ficenec \. :-CV-00-RS

3 Case :-cv-00-rs Document - Filed 0// Page of 0. Attached hereto as Exhibit is a true and correct copy of the Second Amendment to Lease Agreement, 00 th Street, Oakland, CA 0, entered into on January,, between BHD, as landlord and PL LLC, as tenant. I received a copy of the Second Amendment to Lease Agreement from Mr. Ficenec.. Attached hereto as Exhibit is a true and correct copy of pages,, and of the general ledger backup for Leasehold Improvements for PL LLC. I received the general ledger backup information from Mr. Ficenec.. Attached hereto as Exhibit is a true and correct copy of a lease dated August,, between Berkeley Healthcare Dynamics, L.P, through its agent, Casalina & Disston, as landlord, and PL LLC, as tenant. I received a copy of this lease from Patrick Gunn, Esq. of Cooley LLP, counsel for certain of the limited partners in NAPL, L.P.. Attached hereto as Exhibit is a true and correct copy of the Lease Agreement, dated July,, entered into between BHD, as landlord, and M.R. Sandoval Construction, as tenant. I received a copy of the Lease Agreement from Mr. Ficenec.. Attached hereto as Exhibit is a true and correct copy of the First Amendment to Lease Agreement, West Grand Avenue, Oakland, CA 0, dated January,, entered into between BHD, as landlord, and M.R. Sandoval Construction, as tenant. I received a copy of the Lease Agreement from Mr. Ficenec. 0. Attached hereto as Exhibit is a true and correct copy of a Resolution of Removal of Manager North America PL, LLC, dated April,. I received a copy of the Resolution of Removal of Manager from Mr. Ficenec.. Attached hereto as Exhibit 0 is a true and correct copy of the Assignment of Economic Interest North America PL, LLC, dated January,. I received a copy of the Assignment of Economic Interest from Mr. Ficenec \. :-CV-00-RS

4 Case :-cv-00-rs Document - Filed 0// Page of 0. Attached hereto as Exhibit is a true and correct copy of the North America PL, LLC Income Statements for,, and. I obtained the Income Statements from Mr. Ficenec.. Attached hereto as Exhibit is a true and correct copy of the Port of San Francisco/Oakland Centralized Examination Station Operating Agreement (A-TCET), dated July,, entered into by PL, LLC as the CES operator, and the Port Director. Attached hereto as Exhibit is a true and correct copy of the Port of San Francisco/Oakland Centralized Examination Station Operating Agreement (Trade and Agriculture CES), dated July,, entered into by PL, LLC as the CES operator, and the Port Director. I obtained both copies of the CES Agreements from Mr. Ficenec.. On April,, my counsel, Elizabeth Berke-Dreyfuss, and I had a conference call with Brian Beddingfield, counsel for United States Customs and Border Protection. Mr. Beddingfield agreed and confirmed that the appointment of the receiver would not disrupt the CES agreements because the appointment of a receiver does not constitute the change in ownership, and the receiver could continue to operate PL, LLC, notwithstanding the strict prohibition against transfer, sale, conveyance, in any form, of the CES agreement, since there would not be a transfer of assets.. Attached hereto as Exhibit is a true and correct copy of a Promissory Note in the amount of $0 million dated May,, made by PL LLC to NAPL, L.P. I received a copy of this Promissory Note from Mr. Gunn.. Attached hereto as Exhibit is a true and correct copy of a Promissory Note in the amount of $ million dated May,, made by PL LLC to NAPL, L.P. I received a copy of this Promissory Note from Mr. Gunn \. :-CV-00-RS

5 Case :-cv-00-rs Document - Filed 0// Page of 0. Attached hereto as Exhibit is a true and correct copy of a Promissory Note in the amount of $ million undated, made by PL LLC to NAPL, L.P. I received a copy of this Promissory Note from Mr. Gunn.. Attached hereto as Exhibit is a true and correct copy of the Balance Sheets for North America PL, LLC for the years, and. I received the Balance Sheets from Mr. Ficenec.. Attached hereto as Exhibit is a true and correct copy of a letter dated February,, from Christopher Sullivan of Diamond McCarthy LLP, counsel for Randy Sugarman, former manager for San Francisco Regional Center, LLC ( SFRC ) to James Ficenec, counsel for PL LLC regarding PL LLC s failure to make payments on the $ million Promissory Note owing to NAPL, L.P. I received a copy of the letter from Patrick Gunn.. Attached hereto as Exhibit is a true and correct copy of a summary tracing of funds for the purchase of the th Street Warehouse by Berkeley Healthcare Dynamics, L.P. prepared by Marvin Tate, CPA in the litigation, Young v. Henderson, Case No. RG, pending before the Superior Court of the State of California, County of Alameda ( State Court Litigation ). Attached to the summary are true and correct copies of the East West Bank Statements for CallSocket, L.P. and San Francisco Regional Center, LLC. I received the summary and account statements in my role as receiver for CallSocket, L.P. in the State Court Litigation.. Attached hereto as Exhibit is a true and correct copy of the First American Title Insurance Company Buyer s Final Settlement Statement for Berkeley Healthcare Dynamics, L.P. purchase of 00 th Street, Oakland, California, dated November,. I obtained a copy of the Buyer s Final Settlement Statement from Mr. Tate in the State Court Litigation.. Attached hereto as Exhibit is a true and correct copy of a Preliminary Title Report on 00 th Street, Oakland, CA, prepared by Old Republic Title dated March, \. :-CV-00-RS

6 Case :-cv-00-rs Document - Filed 0// Page of 0. Attached hereto as Exhibit are true and correct copies of invoices sent by Magic Ear to PL LLC. I received copies of the Magic Ear invoices from Randy Sugarman, as the former manager of SFRC, who informed me that he received the invoices from Marvin Tate, CPA.. Attached hereto as Exhibit is a true and correct copy of the Agreement to Transfer and Assignment of Interest Magic Ear, LLC, dated as effective January,. I received a copy of the Agreement to Transfer and Assignment of Interest of Interest from Mr. Ficenec.. Attached hereto as Exhibit is a true and correct copy of an Abstract of Judgment reflecting the Judgment in the amount of $,. entered on October,, against Tesh, LLC in the action Uecker v. Tesh, LLC., Case No. RG, pending before the Superior Court of the State of California, County of Alameda, for unpaid rent.. Attached hereto as Exhibit is a true and correct copy of a Resolution to Update Bank Account Tesh, LLC dated December 0,. I received a copy of the Resolution to Update Bank Account from Mr. Ficenec.. Attached hereto as Exhibit is a true and correct copy of the Assignment of Interest in Comprehensive Care of California, LLC entered into between San Francisco Regional Center, LLC, and Shirley Ma, dated August,. I received a copy of the Assignment of Interest in Comprehensive Care of California, LLC from Peretz & Associates, counsel for Ms. Ma, and Comprehensive Care of California, LLC ( CCOC ) and Comprehensive Care of Oakland, L.P. ( CCOO ).. Attached hereto as Exhibit is a true and correct copy of the Comprehensive Care of Oakland Business Plan. I obtained a copy of the Comprehensive Care of Oakland Business Plan from the Declaration of Thomas J. Eme, filed herein on January,, Docket No., Exhibit No. - and \. :-CV-00-RS

7 Case :-cv-00-rs Document - Filed 0// Page of 0. Attached hereto as Exhibit is a true and correct copy of the Trustee s Deed Upon Sale recorded on June,. I obtained a copy of the Trustee s Deed Upon Sale from Marvin Tate, CPA as part of the State Court Litigation. 0. Attached hereto as Exhibit is a true and correct copy of a summary tracing of funds for the purchase of 0 th Ave., Oakland, CA, prepared by Marvin Tate, CPA as part of the State Court Litigation. Attached to the summary are true and correct copies of the CitiBank Statements for CCOO. I received the summary and account statements in my role as receiver for CallSocket Entities in the State Court Litigation.. Attached hereto as Exhibit 0 is a true and correct copy of a Preliminary Title Report on 0 th Ave., Oakland, CA prepared by Old Republic Title dated March,.. Attached hereto as Exhibit is a true and correct copy of a letter from Merrill Lynch to Dr. Bill Longwell, dated May,, attaching confirmation of a wire transfer on August 0,, in the amount of $,000,000, to Casalina & Disston for the purchase of a 0% interest of the SF Regional Center, LLC in Comprehensive Care of California, LLC. I received the letter and attachment from Peretz & Associates.. Attached hereto as Exhibit is a true and correct copy of the Republic Title Company Estimated Borrower s Statement dated December,, directed to CCOO. Attached to the Statement is a true and correct copy of a Summit Bank Promissory Note dated December,, in the amount of $,000,000, which lists Bill J. Longwell, Shirley Ma and CCOC as borrowers, and which is executed by Shirley Ma on behalf of CCOC. Attached to the Promissory Note is a true and correct copy of the Disbursement Request and Authorization directing the $,000,000, be transferred into the Merrill Lynch Trust Account for Bill and Shirley Longwell Trust, which is also signed by Shirley Ma on behalf of CCOC \. :-CV-00-RS

8 Case :-cv-00-rs Document - Filed 0// Page of 0. Attached hereto as Exhibit is a true and correct copy of a Substitution of Trustee and Deed of Full Reconveyance recorded on May,, removing the Second Deed of Trust against 0 th Ave., Oakland, CA. I received the reconveyance from Peretz & Associates.. Attached hereto as Exhibit is a true and correct copy of the full report prepared by Samuel Maziel of Denton US LLP.. Attached hereto as Exhibit is a true and correct copy of Consolidated Income Statements for Comprehensive Care of California and Comprehensive Care of Oakland for the Years, and. I received the Consolidated Income Statements from Peretz & Associates.. Attached hereto as Exhibit is a true and correct copy of Consolidated Balance Sheets for Comprehensive Care of California and Comprehensive Care of Oakland for the Years,,,, and. I received the Consolidated Balance Sheets from Peretz & Associates.. Attached hereto as Exhibit is a true and correct copy of an Agreement to Lease Equipment (with Warranty) between Billmatt Leasing, LLC, as lessor, and Comprehensive Care of Oakland, L.P., as lessee, dated April,. I received a copy of the equipment lease from Peretz & Associates.. Attached hereto as Exhibit is a true and correct copy of a summary of Comprehensive Care of Oakland, L.P. s accounting of payments to Billmatt Leasing, LLC for the period // to /0/. The summary reflects total payments of $,0.00 of which $,.00 were withheld (no explanation provided) with net payments to Billmatt of $0,0.00. I received the summary of CCOO s accounting payments to Billmatt Leasing from Peretz & Associates. Also attached is a true and correct copy of a summary of Purchase Journal 00.00\. :-CV-00-RS

9 Case :-cv-00-rs Document - Filed 0// Page of 0 Detail Billmatt Leasing LLC. I verified the CCOO payments of $,0 against the CCOO accounting summary. I prepared the summary of CCOO s accounting payments to Billmatt Leasing from financial information provided to me from Peretz & Associates. 0. Attached hereto as Exhibit is a true and correct copy of a print out of the East West Bank Account Summary for Billmatt Leasing, LLC account ending in prepared by me. I received the Billmatt Leasing East West Bank Account statement from Randy Sugarman as the former manager of SFRC.. Attached hereto as Exhibit 0 is a true and correct copy of a letter dated May,, from Shirley Ma of CCOO to Leeds Disston of Casalina & Disston, as agent for Billmatt Leasing, LLC, terminating the Agreement to Lease Equipment. I received the letter from Peretz & Associates.. Attached hereto as Exhibit is a true and correct copy of checks paid to CCOC and to San Francisco Regional Center, LLC in. I obtained the copies of checks from Randy Sugarman, as the former manager of SFRC. I declare under penalty of perjury that the forgoing is true and correct and that this declaration was executed on the th day of May, in San Francisco, California. /s/ Susan L. Uecker Susan L. Uecker, Monitor 00.00\. :-CV-00-RS