ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP DAVID … Report.pdf · Locksmith 1,252.97 Moving &...

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LAW OFFICES

Allen Matkins Leck Gamble Mallory & Natsis LLP

ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP DAVID R. ZARO (BAR NO. 124334) PETER A. GRIFFIN (BAR NO. 306201) 865 South Figueroa Street, Suite 2800 Los Angeles, California 90017-2543 Phone: (213) 622-5555 Fax: (213) 620-8816 E-Mail: [email protected]

[email protected]

ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP EDWARD G. FATES (BAR NO. 227809) One America Plaza 600 West Broadway, 27th Floor San Diego, California 92101-0903 Phone: (619) 233-1155 Fax: (619) 233-1158 E-Mail: [email protected]

Attorneys for Receiver THOMAS A. SEAMAN

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

SOUTHERN DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff, v.

EMILIO FRANCISCO; PDC CAPITAL GROUP, LLC; CAFFE PRIMO INTERNATIONAL, INC.; SAL SENIOR LIVING, LP; SAL CARMICHAEL, LP; SAL CITRUS HEIGHTS, LP; SAL KERN CANYON, LP; SAL PHOENIX, LP; SAL WESTGATE, LP; SUMMERPLACE AT SARASOTA, LP; SUMMERPLACE AT CLEARWATER, LP; SUMMERPLACE AT CORRELL PALMS, LP; TRC TUCSON, LP; CLEAR CURRENTS WEST, LP; CAFFE PRIMO MANAGEMENT, LP; CAFFE PRIMO MANAGEMENT 102, LP; CAFFE PRIMO MANAGEMENT 103, LP; CAFFE PRIMO MANAGEMENT 104, LP; CAFFE PRIMO MANAGEMENT 105, LP; CAFFE PRIMO MANAGEMENT 106, LP; CAFFE PRIMO MANAGEMENT 107, LP; and CAFFE PRIMO MANAGEMENT 108, LP,

Defendants.

Case No. 8:16-cv-02257-CJC-DFM

RECEIVER'S ELEVENTH INTERIM REPORT AND RECOMMENDATIONS

Ctrm: 9B, 9th Floor Judge: Hon. Cormac J. Carney

Case 8:16-cv-02257-CJC-DFM Document 371 Filed 09/26/19 of 17 Page ID #:11918

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I. REPORT SUMMARY

Thomas A. Seaman ("Receiver") the Court-appointed permanent receiver for

the Defendant entities and their subsidiaries and affiliates (collectively,

"Receivership Entities"), hereby submits this Receiver's Report reflecting his work

for the period May 1, 2019, through July 31, 2019 ("Report Period"). This Report

also provides an accounting of receipts and disbursements since the inception of the

receivership.

During the Report Period, the Receiver concluded the Tucson TRC sale,

managed the Richardson litigation, considered alternatives and held negotiations for

the sale of the receivership estates’ interests in Professional Loading Services,

resolved claim objections, prepared a proposed plan of distribution, and worked on

pre-receiver tax returns.

For the Report Period, the Receiver recovered a total of $602,005 and

disbursed a total of $376,258. As of July 31, 2019, the Receiver was holding cash in

the amount of $11,287,933. The recoveries included the Tucson TRC sale proceeds

and interest income, while disbursements were primarily professional fees and

expenses related to the Professional Loading Services asset. Further details on

receipts and disbursements are provided in Section II.D. below.

II. RECEIVER'S ACTIVITIES

A. Receivership Assets

The Tucson TRC sale closed on around May 1, 2019. The proceeds, net of the

earnest money deposits of $300,000 and the hold back of $150,000 for Medicare

audit reserves, was $599,870.

B. Status of EB-5 Investor Applications

There are currently 133 EB-5 Investors seeking permanent residency who each

invested approximately $500,000 and paid administrative fees between $45,000 and

$50,000. The $500,000 capital contributions were direct investments by the EB-5

Investors into each project.


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The Receiver has met with the counsel and staff of the Law Office of Marilyn

Thomassen, who represented and administered some of the EB-5 Investor

applications. Based on records maintained by Ms. Thomassen's office, review of

correspondence and notices from USCIS, and review of case status updates posted by

USCIS on its website, the current status of the EB-5 Investor applications with

USCIS is summarized as follows:

Approved I-526 01 I-526 approved then revoked 6 Notice of Intent to Revoke I-526 1 Pending 2 Request for Evidence 0 Notice of Intent to Deny 18 Denied 102 Status unknown 42

No applications have been approved and most have been denied or will be

denied.

C. Potential Claims Against Third Parties

As noted in previous reports, the Receiver determined that significant funds

were diverted to the Principals and other insiders. The Marilyn Thomassen case has

settled, with Court approval, and the Receiver has collected the settlement proceeds.

The Court recently granted the Receiver’s Motion for Summary Judgment in the Neil

Richardson matter. On June 11, 2019, Richardson filed an appeal. No further

actions against third parties are pending or anticipated to be filed at this time.

D. Receivership Accounting - Receipts and Disbursements

Exhibit A provides a profit and loss statement, balance sheet, and general

ledger as well as a Standardized Fund Accounting Report ("SFAR") for the Report

Period. Gross receipts were $602,005 comprised of net proceeds from the Tucson

1 Six I-526 applications were initially approved by USCIS. Since then, five were revoked and

the sixth has received a notice of intent to revoke from USCIS. 2 These EB-5 Investors are represented by law firms other than Marilyn Thomassen.


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TRC sale of $599,870 and interest income of $2,135 on excess cash invested in short

term U.S. Treasury securities.

From inception through July 31, 2019, the Receiver has recovered a total of

$16,733,582, which is comprised of $209,052 turned over by financial institutions,

$3,357,906 in unused proceeds of the hard money loans taken out in December 2016,

$11,834,981 from sales of real property interests, $180,000 from the sale of the

Beroca yacht, $57,071 from Caffe Primo bank accounts, $45,000 in settlement

proceeds, $44,885 from the sale of Caffe Primo assets, $457,711 from the return of

construction bonds, $160,381 in unused retainers held by law firms, escrow account

proceeds of $192,765, rental income of $18,500, miscellaneous refunds and receipts

of $3,566, and interest income of $171,764.09.

For the Report Period, the Receiver disbursed $376,258, comprised primarily

of professional fees of $354,896, Professional Loading Services expenses of

$17,441, and the balance of $3,919 for various other operating expenses and

administrative expenses of the receivership estate, as set forth in further detail in

Exhibit A.

From inception through July 31, 2019, the Receiver has made disbursements

of $5,445,650, comprised of real estate operating expenses of $2,122,490, including

$748,115 for real property taxes; Court-approved professional fees in the amount of

$2,943,038; $58,298 for Caffe Primo payroll, operating expenses, and costs to vacate

certain leased premises; and $321,824 spent on operations as set forth in further

detail in Exhibit A. The Receiver was holding cash in the amount of $11,287,933 as

of July 31, 2019.

E. Investor Communications

The Receiver has held several meetings with investors and groups of investors

at the Receiver's offices. The Receiver has established a receivership website to

efficiently disseminate information to EB-5 Investors and interested parties. The

receivership website address is www.pdcreceiver.com. Due to the fact that the


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majority of the EB-5 Investors are located in China, the website includes a tab where

the content can be viewed in Mandarin. The Receiver also employs a Mandarin-

speaking bookkeeper, who is helpful in these matters.

III. RECOMMENDATIONS

A. Accounting

The Receiver is working with tax accounts to prepare the pre-receiver tax and

post-receiver Qualified Settlement Fund tax returns and is using his accounting of the

sources and uses of investor funds.

B. Distribution Process

Now that the Court has ruled on the claims objections and all claims have been

resolved, the Receiver has filed a motion seeking Court approval of a proposed plan

of distribution to investors and other claimants, which motion is pending.

IV. CONCLUSION

Based upon his investigation and findings to date, the Receiver recommends

and requests that the receivership continue pursuant to the PI Order. The Receiver

also requests the Court approve this Eleventh Report and the recommendations

discussed herein.

Dated: September 26, 2019 By:

THOMAS A. SEAMAN Receiver

Dated: September 26, 2019 ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP By: /s/ Edward G. Fates

EDWARD G. FATES Attorneys for Receiver THOMAS A. SEAMAN


EXHIBIT A

Exhibit A,

Case 8:16-cv-02257-CJC-DFM Document 371 Filed 09/26/19 Page 6 of 17 Page ID #:11923

May - Jul 19

Ordinary Income/ExpenseIncome

Asset SalesReal Property Sales 749,870.34

Total Asset Sales 749,870.34

Total Income 749,870.34

Expense1415 Main St Invstmnts Expenses -1,385.98Moving & Storage 2,056.00Outside Services

Computer and Internet Expenses 427.50Postage & Delivery 195.35Reproduction & Subpoena Fees 191.00

Total Outside Services 813.85

Professional FeesReceiver's Fees 70,839.15Receiver's IT Consultant

Costs 225.94Fees 4,518.75

Total Receiver's IT Consultant 4,744.69

Receiver's Legal CounselCosts 24,386.08Fees 254,926.08

Total Receiver's Legal Counsel 279,312.16

Total Professional Fees 354,896.00

Prograde Expenses 17,441.62Travel Expense 2,436.83

Total Expense 376,258.32

Net Ordinary Income 373,612.02

Other Income/ExpenseOther Income

Interest Income 2,135.42

Total Other Income 2,135.42

Net Other Income 2,135.42

Net Income 375,747.44

12:28 PM PDC Capital Receivership

09/09/19 Profit & LossAccrual Basis May through July 2019

Page 1

Exhibit A,


Jul 31, 19

Ordinary Income/ExpenseIncome

1415 Main St Investments IncomeRental Income 18,500.00

Total 1415 Main St Investments Income 18,500.00

Asset SalesPersonal Property Sales 180,000.00Real Property Sales 11,941,231.20

Total Asset Sales 12,121,231.20

Caffe Primo IncomeAsset Sales 21,500.00Personal Property Sales 23,384.99

Total Caffe Primo Income 44,884.99

Settlement Proceeds 45,000.00Turnover/Seizure

Banks & Financial Institutions 209,051.53Caffe Primo 57,070.66Constructions Bonds 457,711.25Escrow Accounts 192,765.00Legal Retainers Returned 160,381.59Refunds 3,565.82Unused Loan Proceeds 3,357,906.23

Total Turnover/Seizure 4,438,452.08

Total Income 16,668,068.27

Expense1415 Main St Invstmnts Expenses 22,410.25Bank Service Charges 657.62Caffe Primo Expenses

Commercial Cleaning Services 11,101.41Food & Beverage Purchases 13,086.77Insurance 653.28Licenses & Fees 1,732.00Locksmith 1,252.97Moving & Storage Expense 7,468.55Outside Services 570.00Payroll Expenses 22,239.61Utilities 193.49

Total Caffe Primo Expenses 58,298.08

Moving & Storage 28,191.57Outside Services

Boat Expenses 161,768.14Computer and Internet Expenses 19,304.34Locksmith 1,510.00PACER Fees 1,133.70Postage & Delivery 1,109.59Reproduction & Subpoena Fees 16,614.82

Total Outside Services 201,440.59

Professional FeesReceiver's Fees 1,177,802.25Receiver's IT Consultant

Costs 2,887.89Fees 49,694.25

Total Receiver's IT Consultant 52,582.14

Receiver's Legal CounselCosts 93,005.05Fees 1,619,649.00

Total Receiver's Legal Counsel 1,712,654.05


09/09/19 ITD Profit & LossAccrual Basis As of July 31, 2019

Page 1

Exhibit A,


Jul 31, 19

Total Professional Fees 2,943,038.44

Prograde Expenses 60,413.19Senior Living Project Expenses

Appraiser Fees 65,250.00Architectural Services 18,607.49Construction/Site Expenses 79,458.53Fire Alarm Monitoring 1,406.25HOA Dues 17,612.24Insurance 76,577.82Landscape & Maintenance 30,799.68Legal Fees 24,185.12Licenses & Fees 5,590.15Mortgage Loan Interest 263,206.56Outside Services 48,684.65Property Management Fees 1,725.36Property Taxes 748,114.97Real Estate Sales Breakup Fee 210,000.00Security 61,106.44Telephone Expense 2,820.82TRC Tucson Debt Servicing 440,000.00Utilities 27,343.94

Total Senior Living Project Expenses 2,122,490.02

Travel Expense 8,710.05

Total Expense 5,445,649.81

Net Ordinary Income 11,222,418.46

Other Income/ExpenseOther Income

Interest Income 171,764.09

Total Other Income 171,764.09

Net Other Income 171,764.09

Net Income 11,394,182.55


09/09/19 ITD Profit & LossAccrual Basis As of July 31, 2019

Page 2

Exhibit A,


Jul 31, 19

ASSETSCurrent Assets

Checking/SavingsPDC Capital Operating Account 490,318.37Treasury Management Acct 6484 2,130,200.92Treasury Management Acct 8108 8,667,413.26

Total Checking/Savings 11,287,932.55

Total Current Assets 11,287,932.55

Other AssetsSAL Phoenix LP Promissory Note 256,250.00

Total Other Assets 256,250.00

TOTAL ASSETS 11,544,182.55

LIABILITIES & EQUITYLiabilities

Current LiabilitiesOther Current Liabilities

Tucson Medicare Audit Reserve 150,000.00

Total Other Current Liabilities 150,000.00

Total Current Liabilities 150,000.00

Total Liabilities 150,000.00

EquityRetained Earnings 11,184,990.55Net Income 209,192.00

Total Equity 11,394,182.55

TOTAL LIABILITIES & EQUITY 11,544,182.55


09/09/19 Balance SheetAccrual Basis As of July 31, 2019

Page 1

Exhibit A,


Type Date Num Name Memo Split Debit Credit Balance

PDC Capital Operating Account 264,570.93General Journal 5/2/2019 Fidelity National Title Net Sale Proceeds r... -SPLIT- 599,870.34 864,441.27Check 5/3/2019 1449 AIC Owner, LLC t0002258 Moving & Storage 919.28 863,521.99Check 5/3/2019 1450 Cox Business 001 7601 060187501 Moving & Storage 31.92 863,490.07Check 5/3/2019 1451 Southern CA Edison 2-32-970-4803 Moving & Storage 50.09 863,439.98Check 5/8/2019 1452 DR Satin Insurance ... Quote 6226953.1 Prograde Expenses 7,431.37 856,008.61Check 5/31/2019 1453 Southern CA Edison 2-32-970-4803 Moving & Storage 52.55 855,956.06Check 5/31/2019 1454 Cox Business 001 7601 060187501 Moving & Storage 31.92 855,924.14Check 5/31/2019 1455 AIC Owner, LLC t0002258 Moving & Storage 737.15 855,186.99Check 5/31/2019 1456 Unishippers Customer UL1023992 -SPLIT- 157.48 855,029.51Deposit 5/31/2019 Deposit Interest Income 1,067.71 856,097.22Check 6/12/2019 Wire Allen Matkins Eighth Interim Fee A... -SPLIT- 102,057.85 754,039.37Check 6/12/2019 Trasfer Thomas Seaman Co... Eighth Interim Fee A... Receiver's Fees 27,652.05 726,387.32Check 6/25/2019 Wire Berkeley Research G... Invoices 60144 & 64... -SPLIT- 4,744.69 721,642.63Check 7/2/2019 1457 Cox Business 001 7601 060187501 Moving & Storage 31.92 721,610.71Check 7/2/2019 1458 AIC Owner, LLC t0002258 Moving & Storage 737.15 720,873.56Check 7/2/2019 1459 Southern CA Edison 2-32-970-4803 Moving & Storage 64.02 720,809.54Check 7/2/2019 1460 Unishippers Customer UL1023992 Postage & Delivery 37.87 720,771.67Check 7/2/2019 1464 Orange County Netw... Invoice 9226 Computer and Inter... 427.50 720,344.17Check 7/2/2019 1462 American Express File No. CI-31PRZ Reproduction & Sub... 155.00 720,189.17Check 7/2/2019 1463 JP Morgan Chase Ba... File No. SB1042391... Reproduction & Sub... 36.00 720,153.17Deposit 7/2/2019 Deposit -SPLIT- 5,643.29 725,796.46Check 7/9/2019 Trasfer Thomas Seaman Co... Ninth Interim Fee A... Receiver's Fees 43,460.10 682,336.36Check 7/10/2019 Wire Allen Matkins Ninth Interim Fee A... -SPLIT- 179,570.91 502,765.45Check 7/22/2019 1465 Bitterroot Brass Consultation Agree... Prograde Expenses 2,500.00 500,265.45Check 7/25/2019 Wire Professional Loading... Payroll Funding Prograde Expenses 7,510.25 492,755.20Check 7/26/2019 1466 Darren Clevenger Proloading Takeover -SPLIT- 2,436.83 490,318.37

Total PDC Capital Operating Account 606,581.34 380,833.90 490,318.37

SLALMC, LLC 0.00

Total SLALMC, LLC 0.00

Treasury Management Acct 6484 2,130,200.92

Total Treasury Management Acct 6484 2,130,200.92

Treasury Management Acct 8108 8,667,413.26

Total Treasury Management Acct 8108 8,667,413.26

Advances to Subsidiary 0.00

Total Advances to Subsidiary 0.00

Accumulated Depreciation 0.00

Total Accumulated Depreciation 0.00

Furniture and Equipment 0.00

Total Furniture and Equipment 0.00

SAL Phoenix LP Promissory Note 256,250.00

Total SAL Phoenix LP Promissory Note 256,250.00

Deposit for CP 106 0.00

Total Deposit for CP 106 0.00

Disputed Sarasota Lien 0.00

Total Disputed Sarasota Lien 0.00

Disputed West Sacramento Lien 0.00

Total Disputed West Sacramento Lien 0.00

Payroll Liabilities 0.00

Total Payroll Liabilities 0.00

RE Sales Earnest Money Deposit -300,000.00General Journal 5/2/2019 Donnel Investment M... Deposit to Sale Proc... PDC Capital Operati... 300,000.00 0.00

Total RE Sales Earnest Money Deposit 300,000.00 0.00 0.00

Tucson Medicare Audit Reserve 0.00General Journal 7/31/2019 01TAS contingent liablity for... Real Property Sales 150,000.00 -150,000.00

Total Tucson Medicare Audit Reserve 0.00 150,000.00 -150,000.00

Opening Balance Equity 0.00

Total Opening Balance Equity 0.00

Retained Earnings -11,184,990.55

Total Retained Earnings -11,184,990.55

1415 Main St Investments Income 0.00Rental Income 0.00

Total Rental Income 0.00

1415 Main St Investments Income - Other 0.00

Total 1415 Main St Investments Income - Other 0.00

Total 1415 Main St Investments Income 0.00

Asset Sales 0.00Personal Property Sales 0.00

Total Personal Property Sales 0.00

Real Property Sales 0.00General Journal 5/2/2019 Fidelity National Title Gross Sale Proceed... PDC Capital Operati... 899,870.34 -899,870.34General Journal 7/31/2019 01TAS Holdback on Tucson... Tucson Medicare A... 150,000.00 -749,870.34


09/09/19 General LedgerAccrual Basis As of July 31, 2019

Page 1

Exhibit A,



Total Real Property Sales 150,000.00 899,870.34 -749,870.34

Asset Sales - Other 0.00

Total Asset Sales - Other 0.00

Total Asset Sales 150,000.00 899,870.34 -749,870.34

Caffe Primo Income -1,480.00Asset Sales 0.00

Total Asset Sales 0.00

Personal Property Sales -1,480.00

Total Personal Property Sales -1,480.00

Caffe Primo Income - Other 0.00

Total Caffe Primo Income - Other 0.00

Total Caffe Primo Income -1,480.00

Sale of Assets 0.00

Total Sale of Assets 0.00

Sales 0.00

Total Sales 0.00

Settlement Proceeds -45,000.00

Total Settlement Proceeds -45,000.00

Turnover/Seizure 0.00Banks & Financial Institutions 0.00

Total Banks & Financial Institutions 0.00

Caffe Primo 0.00

Total Caffe Primo 0.00

Constructions Bonds 0.00

Total Constructions Bonds 0.00

Escrow Accounts 0.00

Total Escrow Accounts 0.00

Legal Retainers Returned 0.00

Total Legal Retainers Returned 0.00

Pro-Loading Receivables 0.00

Total Pro-Loading Receivables 0.00

Refunds 0.00

Total Refunds 0.00

Unused Loan Proceeds 0.00

Total Unused Loan Proceeds 0.00

Turnover/Seizure - Other 0.00

Total Turnover/Seizure - Other 0.00

Total Turnover/Seizure 0.00

1415 Main St Invstmnts Expenses 0.00Deposit 7/2/2019 52118 Wood Gutmann & Bo... Refund of 1415 Mai... PDC Capital Operati... 1,385.98 -1,385.98

Total 1415 Main St Invstmnts Expenses 0.00 1,385.98 -1,385.98

Advertising and Promotion 0.00

Total Advertising and Promotion 0.00

Automobile Expense 0.00

Total Automobile Expense 0.00

Bank Service Charges 11.27

Total Bank Service Charges 11.27

Caffe Primo Expenses 0.00Commercial Cleaning Services 0.00

Total Commercial Cleaning Services 0.00

Food & Beverage Purchases 0.00

Total Food & Beverage Purchases 0.00

Insurance 0.00

Total Insurance 0.00

Licenses & Fees 0.00

Total Licenses & Fees 0.00

Locksmith 0.00

Total Locksmith 0.00

Moving & Storage Expense 0.00

Total Moving & Storage Expense 0.00

Outside Services 0.00



Page 2

Exhibit A,




Payroll Expenses 0.00

Total Payroll Expenses 0.00

Reissued Returned Paychecks 0.00

Total Reissued Returned Paychecks 0.00

Utilities 0.00

Total Utilities 0.00

Caffe Primo Expenses - Other 0.00

Total Caffe Primo Expenses - Other 0.00

Total Caffe Primo Expenses 0.00

Depreciation Expense 0.00

Total Depreciation Expense 0.00

Insurance Expense 0.00

Total Insurance Expense 0.00

Interest Expense 0.00

Total Interest Expense 0.00



Meals and Entertainment 0.00

Total Meals and Entertainment 0.00

Moving & Storage 2,323.03Check 5/3/2019 1449 AIC Owner, LLC Irvine Storage Rent ... PDC Capital Operati... 919.28 3,242.31Check 5/3/2019 1450 Cox Business Account 001 7601 0... PDC Capital Operati... 31.92 3,274.23Check 5/3/2019 1451 Southern CA Edison 2-32-970-4803, Irvin... PDC Capital Operati... 50.09 3,324.32Check 5/31/2019 1453 Southern CA Edison 2-32-970-4803, Irvin... PDC Capital Operati... 52.55 3,376.87Check 5/31/2019 1454 Cox Business Account 001 7601 0... PDC Capital Operati... 31.92 3,408.79Check 5/31/2019 1455 AIC Owner, LLC Irvine Storage Rent ... PDC Capital Operati... 737.15 4,145.94Check 7/2/2019 1457 Cox Business Account 001 7601 0... PDC Capital Operati... 31.92 4,177.86Check 7/2/2019 1458 AIC Owner, LLC Irvine Storage Rent ... PDC Capital Operati... 737.15 4,915.01Check 7/2/2019 1459 Southern CA Edison 2-32-970-4803, Irvin... PDC Capital Operati... 64.02 4,979.03Deposit 7/2/2019 1854 Small Business Capital Storage Reimburse... PDC Capital Operati... 600.00 4,379.03

Total Moving & Storage 2,656.00 600.00 4,379.03

Office Supplies 0.00

Total Office Supplies 0.00

Outside Services 3,942.73Appraiser Fees 0.00

Total Appraiser Fees 0.00

Boat Expenses -163.49

Total Boat Expenses -163.49

Computer and Internet Expenses 2,268.32Check 7/2/2019 1464 Orange County Netw... June Services: QB s... PDC Capital Operati... 427.50 2,695.82

Total Computer and Internet Expenses 427.50 0.00 2,695.82

Locksmith 0.00

Total Locksmith 0.00

PACER Fees 370.10

Total PACER Fees 370.10

Postage & Delivery 27.47Check 5/31/2019 1456 Unishippers Invoice 1015810347 PDC Capital Operati... 139.38 166.85Check 5/31/2019 1456 Unishippers Invoice 1015834626 PDC Capital Operati... 18.10 184.95Check 7/2/2019 1460 Unishippers Invoice 1015957576 PDC Capital Operati... 37.87 222.82

Total Postage & Delivery 195.35 0.00 222.82

Reproduction & Subpoena Fees 1,440.33Check 7/2/2019 1462 American Express Case No. SACV160... PDC Capital Operati... 155.00 1,595.33Check 7/2/2019 1463 JP Morgan Chase Ba... Case SACV 16-022... PDC Capital Operati... 36.00 1,631.33

Total Reproduction & Subpoena Fees 191.00 0.00 1,631.33

Outside Services - Other 0.00

Total Outside Services - Other 0.00

Total Outside Services 813.85 0.00 4,756.58

Professional Fees 137,821.00Receiver's Fees 42,470.55Check 6/12/2019 Trasfer Thomas Seaman Co... Eighth Interim Fee A... PDC Capital Operati... 27,652.05 70,122.60Deposit 7/2/2019 2438 USFIA, Inc. Fee Reimbursement PDC Capital Operati... 273.00 69,849.60Check 7/9/2019 Trasfer Thomas Seaman Co... Ninth Interim Fee A... PDC Capital Operati... 43,460.10 113,309.70

Total Receiver's Fees 71,112.15 273.00 113,309.70

Receiver's IT Consultant 0.00Costs 0.00

Check 6/25/2019 Wire Berkeley Research G... Costs PDC Capital Operati... 225.94 225.94

Total Costs 225.94 0.00 225.94



Page 3

Exhibit A,



Fees 0.00Check 6/25/2019 Wire Berkeley Research G... Fees PDC Capital Operati... 4,518.75 4,518.75

Total Fees 4,518.75 0.00 4,518.75

Receiver's IT Consultant - Other 0.00

Total Receiver's IT Consultant - Other 0.00

Total Receiver's IT Consultant 4,744.69 0.00 4,744.69

Receiver's Legal Counsel 95,350.45Costs 8,043.97

Check 6/12/2019 Wire Allen Matkins Eighth Interim Fee A... PDC Capital Operati... 9,528.49 17,572.46Check 7/10/2019 Wire Allen Matkins Ninth Interim Fee A... PDC Capital Operati... 14,857.59 32,430.05

Total Costs 24,386.08 0.00 32,430.05

Fees 87,306.48Check 6/12/2019 Wire Allen Matkins Eighth Interim Fee A... PDC Capital Operati... 92,529.36 179,835.84Deposit 7/2/2019 267916 Allen Matkins Refund of overpaym... PDC Capital Operati... 2,316.60 177,519.24Check 7/10/2019 Wire Allen Matkins Ninth Interim Fee A... PDC Capital Operati... 164,713.32 342,232.56

Total Fees 257,242.68 2,316.60 342,232.56

Receiver's Legal Counsel - Other 0.00

Total Receiver's Legal Counsel - Other 0.00

Total Receiver's Legal Counsel 281,628.76 2,316.60 374,662.61

Professional Fees - Other 0.00

Total Professional Fees - Other 0.00

Total Professional Fees 357,485.60 2,589.60 492,717.00

Prograde Expenses 0.00Check 5/8/2019 1452 DR Satin Insurance ... Insurance Down Pa... PDC Capital Operati... 7,431.37 7,431.37Check 7/22/2019 1465 Bitterroot Brass Consultation Service... PDC Capital Operati... 2,500.00 9,931.37Check 7/25/2019 Wire Professional Loading... For Final Paychecks PDC Capital Operati... 7,510.25 17,441.62

Total Prograde Expenses 17,441.62 0.00 17,441.62

Rent Expense 0.00

Total Rent Expense 0.00

Repairs and Maintenance 0.00

Total Repairs and Maintenance 0.00

Senior Living Project Expenses 140,200.00Appraiser Fees 0.00

Total Appraiser Fees 0.00

Architectural Services 0.00

Total Architectural Services 0.00

Construction/Site Expenses 0.00

Total Construction/Site Expenses 0.00

Fire Alarm Monitoring 0.00

Total Fire Alarm Monitoring 0.00

HOA Dues 0.00

Total HOA Dues 0.00

Insurance 0.00

Total Insurance 0.00

Landscape & Maintenance 0.00

Total Landscape & Maintenance 0.00

Legal Fees 0.00

Total Legal Fees 0.00



Mortgage Loan Interest 0.00

Total Mortgage Loan Interest 0.00

Outside Services 200.00


Property Management Fees 0.00

Total Property Management Fees 0.00

Property Taxes 0.00

Total Property Taxes 0.00

Real Estate Sales Breakup Fee 0.00

Total Real Estate Sales Breakup Fee 0.00

Security 0.00

Total Security 0.00

Telephone Expense 0.00

Total Telephone Expense 0.00



Page 4

Exhibit A,



TRC Tucson Debt Servicing 140,000.00

Total TRC Tucson Debt Servicing 140,000.00

Utilities 0.00

Total Utilities 0.00

Senior Living Project Expenses - Other 0.00

Total Senior Living Project Expenses - Other 0.00

Total Senior Living Project Expenses 140,200.00

Travel Expense 0.00Check 7/26/2019 1466 Darren Clevenger Airfare PDC Capital Operati... 1,295.00 1,295.00Check 7/26/2019 1466 Darren Clevenger Hotel PDC Capital Operati... 441.56 1,736.56Check 7/26/2019 1466 Darren Clevenger Rental car PDC Capital Operati... 598.98 2,335.54Check 7/26/2019 1466 Darren Clevenger Meals, gas PDC Capital Operati... 101.29 2,436.83

Total Travel Expense 2,436.83 0.00 2,436.83

Interest Income -71,262.59Deposit 5/31/2019 157 SAL Phoenix LP 04-2019 Interest on ... PDC Capital Operati... 1,067.71 -72,330.30Deposit 7/2/2019 174 SAL Phoenix LP 05-2019 Interest on ... PDC Capital Operati... 1,067.71 -73,398.01

Total Interest Income 0.00 2,135.42 -73,398.01

Ask My Accountant 0.00

Total Ask My Accountant 0.00

No accnt 0.00

Total no accnt 0.00

TOTAL 1,437,415.24 1,437,415.24 0.00



Page 5

Exhibit A,


FUND ACCOUNTING (See instructions):

Detail Subtotal Grand Total

Line 1 Beginning Balance (05/01/2019): 11,062,185.11 11,062,185

Increases in Fund Balance:

Line 2 Business Income 599,870 599,870

Line 3 Cash and Securities ‐

Line 4 Interest/Dividend Income 2,135 2,135

Line 5 Business Asset Liquidation ‐

Line 6 Personal Asset Liquidation ‐

Line 7 Third‐Party Litigation Income ‐

Line 8 Miscellaneous ‐ Other ‐

Total Funds Available (Lines 1 ‐ 8): 11,664,191 11,664,191

Decreases in Fund Balance:

Line 9 Disbursements to Investors ‐ ‐

Line 10 Disbursements to Receivership Operations

Line 10a Disbursement to Receiver or Other Professionals (354,896) (354,896)

Line 10b Business Asset Expenses (21,362) (21,362)

Line 10c Personal Asset Expenses ‐

Line 10d Investment Expenses ‐ ‐

Line 10e Third‐Party Litigation Expenses ‐

1. Attorney Fees ‐

2. Litigation Expenses ‐ ‐

Total Third‐Party Litigation Expenses ‐ ‐

Line 10f Tax Administrator Fees and Bonds ‐ ‐

Line 10g Federal and State Tax Payments

Total Disbursements for Receivership Operations (376,258)

Line 11 Disbursements for Distribution Expenses Paid by the Fund:

Line 11a Distribution Plan Development Expenses:

1. Fees:

Fund Administrator……………………………………. ‐ ‐

Independent Distribution Consultant (IDC).. ‐ ‐

Distribution Agent……………………………………… ‐ ‐

Consultants……………………………………………….. ‐ ‐

Legal Advisors……………………………………………. ‐ ‐

Tax Advisors………………………………………………. ‐ ‐

2. Administrative Expenses ‐ ‐

3. Miscellaneous ‐ ‐

Total Plan Developmental Expenses ‐

Line 11b Distribution Plan Implementation Expenses:

1. Fees:


IDC……………………………………………………………… ‐ ‐


Consultants……………………………………………….. ‐ ‐

Legal Advisors……………………………………………. ‐ ‐

Tax Advisors………………………………………………. ‐ ‐


3. Investor Identification:

Notice/Publishing Approved Plan…………… ‐

Claimant Identification………………………….. ‐ ‐

Claims Processing…………………………………… ‐ ‐

Web Site Maintenance/Call Center…………. ‐ ‐

4. Fund Administrator Bond ‐ ‐


6. Federal Account for Investor Restitution

(FAIR) Reports Expenses ‐ ‐

Total Plan Implementation Expenses ‐ ‐

Total Disbursements for Distribution Expenses Paid by the Fund ‐

Line 12 Disbursements to Court/Other:

Line 12a Investment Expenses/Court Registry Investment

System (CRIS) Fees ‐ ‐

Line 12b Federal Tax Payments ‐ ‐

Total Disbursement to Court/Other: ‐

Total Funds Disbursed (Lines 9 ‐ 11): (376,258)

Line 13 Ending Balance (As of 07/31/2019): 11,287,933

STANDARDIZED FUND ACCOUNTING REPORT for PDC Capital Receivership

SEC vs. PDC Capital, et al Case number 8:16‐cv‐02257‐CJC‐DFM

Reporting Period 05/01/2019 to 07/31/2019

Exhibit A,


Line 14 Ending Balance of Fund ‐ Net Assets:

Line 14a Cash & Cash Equivalents 11,287,933

Line 14b Investments ‐

Line 14c Other Assets or Uncleared Funds ‐

Total Ending Balance of Fund ‐ Net Assets 11,287,933

OTHER SUPPLEMENTAL INFORMATION:

Detail Subtotal Grand Total

Report of Items NOT to be Paid by the Fund:

Line 15 Disbursement for Plan Administration Expenses Not Paid by the Fund:

Line 15a Plan Development Expenses Not Paid by the Fund:

1. Fees:


IDC……………………………………………………………… ‐ ‐


Consultants……………………………………………….. ‐ ‐

Legal Advisors……………………………………………. ‐ ‐

Tax Advisors………………………………………………. ‐ ‐



Total Plan Developmental Expenses Not Paid by the Fund ‐

Line 15b Plan Implementation Expenses Not Paid by the Fund

1. Fees:


IDC……………………………………………………………… ‐


Consultants……………………………………………….. ‐ ‐

Legal Advisors……………………………………………. ‐ ‐

Tax Advisors………………………………………………. ‐ ‐


3. Investor Identification

Notice/Publishing Approved Plan…………… ‐ ‐

Claimant Identification………………………….. ‐ ‐

Claims Processing…………………………………… ‐

Web Site Maintenance/Call Center…………. ‐

4. Fund Administrator Bond ‐ ‐


6. FAIR Reporting Expenses ‐ ‐

Total Plan Implementation Expenses Not Paid by the Fund ‐

Line 15c Tax Administrator Fees & Bonds Not Paid by the Fund ‐

Total Disbursements for Plan Administration Expenses Not Paid by the Fund ‐

Line 16 Disbursements to Court/Other Not Paid by the Fund:

Line 16a Investment Expenses/CRIS Fees ‐ ‐

Line 16b Federal Tax Payments ‐ ‐

Total Disbursement to Court/Other Not Paid by the Fund: ‐

Line 17 DC & State Tax Payments ‐ ‐

Line 18 No. of Claims:

Line 18a # of Claims Received This Reporting Period…………………………………………………………..

Line 18b # of Claims Received Since Inception of Fund……………………………………………………….

Line 19 No. of Claimants/Investors:

Line 19a # of Claimants/Investors Paid this Reporting Period…………………………………………….

Line 19b # of Claimants/Investors Paid Since Inception of Fund…………………………………………

Receiver:

By: Thomas Seaman

Receiver for PDC Capital

Date: September 9, 2019

STANDARDIZED FUND ACCOUNTING REPORT for USFIA ‐ Cash Basis

SEC vs. PDC Capital, et al Case number 8:16‐cv‐02257‐CJC‐DFM

Reporting Period 05/01/2019 to 07/31/2019

Exhibit A,


ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP DAVID … Report.pdf · Locksmith 1,252.97 Moving &...

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