8:15-cv-00317-LES-TDT Doc # 74 Filed: 11/09/15 Page 1 of 4 - Page ID # 475

UNITED STATES DISTRICT COURT

DISTRICT OF NEBRASKA
COR CLEARING, LLC, a Delaware limited liability ) Case No. 8:15-cv-00317-LES-FG3
company,
)
)
)
)
Plaintiff,
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)
vs.
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CALISSSIO RESOURCES, GROUP, INC., a
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Nevada corporation; ADAM CARTER, an
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SUPPLEMENTAL REPLY
individual; SIGNATURE STOCK TRANSFER,
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INC., a Texas corporation; and DOES 1-50.
)
)
)
Defendants.

On November 3, 3015, Plaintiff COR Clearing, LLC (COR Clearing), submitted its
Omnibus Reply in Support of its Expedited Motion to Appoint Receiver. (Dkt. No. 51.)
Subsequent to that filing, a number of individuals lodged objections to the appointment of the
receiver. (See Dkt. Nos. 55, 56, 59-64, 66-68.) In the main, these objectors argue that the
receiver would cause them harm by undoing dividend payments that those shareholders had
already received. COR Clearing briefly supplements its reply, as follows:
First, it is not necessarily the case that the appointment of the receiver will impact
shareholders. Reversing the debit to COR Clearings accounts would unquestionably reverse the
credit of the respective DTCC member firms which previously received an unearned windfall
from COR Clearing; the receiver, standing in the shoes of Calissio, would implicate DTCCmember firm responsibilities. The receiver would not make any direct decisions as to any
dividend received by a shareholder, and it does not necessarily follow that all or any of the

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shareholders will be impacted by the reversal of the member firms credits. In one instance, the
member firm immediately froze its customer accounts pending resolution of this lawsuit. In
another instance, the member firm may choose not to reverse the credit to its customers without a
court order, a possibility acknowledged by TD Ameritrade. (Dkt. No. 42-1 p.4, n.1.) Member
firms understand that by allowing their customers to trade in the speculative penny-stock market
they take on certain risks and responsibilities. If a customer would otherwise be harmed by
undoing a dividend to which she was not entitled, then the member firm may determine that it
cannot undo that transaction because of its legal responsibilities to its customers. In either case,
those decisions are between the member firm and its customers; COR Clearing is not a guarantor
of the member firms responsibilities to their customers. Ultimately, the fact that only one of the
67 member firms which received notice of this motion objected to the relief sought by COR
Clearing undermines the contention that there will be a concomitant harm to shareholders.
Second, and in any event, shareholders were on notice that the dividend was a windfall,
as the amount of the dividend exceeded the purchase price of the shares, typically by a wide
margin. Each shareholder who purchased a share subject to this action (i.e., shares ineligible to
receive a dividend) did so at less than the amount of the dividend per share. (Hilgers Decl., Ex.
A) (showing the high and low share price over the subject time period). The dividend was fixed
at $.011 per share, and the share price never exceeded that amount during the relevant time
period. Instead, the share price often traded at a bare fraction of the dividend amount. For
example, if a hypothetical buyer purchased $1,500 worth of stock at a price of $0.0015/share
(which is within the real-world share price ranges for Calissio stock during the relevant time
period) from Nobilis or Beaufort, and then (erroneously) received a $0.011/share dividend, that
shareholder would have received a dividend of $11,000 in just a matter of days.

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Third, while the appointment of the receiver might undo this patently erroneous windfall,
it would not undo the purchase of Calisso stock in the first instance. What the shareholders
bargained for were shares of Calissio to which a dividend right did not attach. By reversing the
unearned dividend, the shareholders will still be left with precisely that which they purchased
shares of Calissio to which a dividend right does not attach.
Fourth, and finally, none of the subject shareholders who purchased shares from either
Nobilis or Beaufort have contended, nor could they, that the reversal of dividends would reverse
a payment to which the shareholder would otherwise be entitled. These funds were
inappropriately debited from COR Clearings customers accounts, and neither the DTCC
member firms nor their customers have any legal claim to those monies.
For all of the reasons stated herein and in previous filings with the Court, COR Clearing
respectfully requests that the Court grant the Motion.
Respectfully submitted,
Dated: November 9, 2015

By: s/ _Michael T. Hilgers_________

Michael T. Hilgers (#24483)
Carrie S. Dolton (#24221)
GOBER HILGERS PLLC
14301 FNB Parkway, Suite 100
Omaha, NE 68154
Telephone: 402.218.2106
Facsimile: 877.437.5755
mhilgers@goberhilgers.com
cdolton@goberhilgers.com
ATTORNEYS FOR PLAINTIFF COR
CLEARING, LLC

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CERTIFICATE OF SERVICE
The undersigned hereby certifies that on this 9th day of November 2015, a true and correct
copy of the foregoing was filed via the Courts CM/ECF System, and was served on all counsel of
record.

_s/ Michael T. Hilgers_______________