Troubled Company Reporter

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Payless Holdings Committee Taps Pachulski Stang as Lead Counsel

The Official Committee of Unsecured Creditors of Payless Holdings, LLC seeks authorization from the US Bankruptcy Court for the Eastern District of Missouri, Eastern Division, to retain Pachulski Stang Ziehl & Jones LLP as lead counsel to the Committee.

Professional services to be rendered by PSZ&J are:

a. assist, advise and represent the Committee in its consultations with the Debtors regarding the administration of the cases;

b. assist, advise and represent the Committee in analyzing the Debtors’ assets and liabilities, investigate the extend and validity of liens and participate in and review any proposed asset sales, any asset dispositions, financing agreements and cash collateral stipulations or proceedings;

c. assist, advise, and represent the Committee in any manner relevant to review and determine the Debtors’ rights and obligations under leases and other executory contracts;

d. assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors’ operations and the desirability of the continuance of any portion of those operations and the desirability of the continuance of any portion to those operations, and any other matters relevant to the cases or to the formulation of a plan;

e. assist, advise and represent the Committee in its participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization;

f. advise the Committee on the issues concerning the appointment of a trustee or examiner under Sec. 1104 of the Bankruptcy Code;

g. assist, advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee;

h. assist, advise and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions and claims against directors and officers and any other party; and

i. provide other services to the Committee as may be necessary in the cases.

PSZ&J’s current standard hourly rates are:

Partners $625-$1245
Of Counsel $575-$995
Associates $450-$595
Paraprofessionals $275-$350

Robert J. Feinstein, Esq. attests that neither he, the Firm, nor any partner, of counsel or associate has any connection with the Debtors, their creditors, or any other parties in interest or their respective attorneys and accountants, the US Trustee, or any person employed in the Office if the US Trustee.

In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Robert J. Feinstein disclosed that:

— it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement;

— none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case;

— the firm has not represented the Committee in the 12 months prepetition; and

— PSZ&J is developing a budget and staffing plan that will be presented for approval by the Committee and anticipates filing a Committee-approved budget at the time it files its fee applications.

The Firm can be reached through:

Robert Feinstein, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Tel: (212) 561-7700

About Payless Holdings

Payless — http://www.payless.com/ — was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States.

Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries.

Payless Holdings LLC (Bankr. E.D. Mo. Lead Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer.

At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion.

The Debtors hired Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel.

On April 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors.

On April 25, 2017, the Debtors filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The Debtors’ plan, if confirmed and implemented, would reduce their debt to $469 million.

Aerospace Holdings Committee Hires Drinker Biddle as Counsel

The Official Committee of Unsecured Creditors of Aerospace Holdings, Inc., and its debtor-affiliates seeks authorization from the US Bankruptcy Court for the District of Delaware to retain Drinker Biddle & Reath LLP as its counsel.

Professional services Drinker Biddle will render are:

(a) attend the meetings of the Committee;
(b) review financial and operational information furnished by the Debtors to the Committee;
(c) investigate and determine the value of unencumbered assets;
(d) analyze and negotiate the budget and the terms of the debtor-in-possession financing;
(e) assist in the efforts to sell assets or equity of the Debtors in a manner that maximizes the value for creditors;
(f) review and provide due diligence on the proposed sale of substantially all of the Debtors’ assets, and negotiate with the proposed purchaser and the Debtors’ DIP Lender for a recovery for holders of general unsecured claims;
(g) review and analyze chapter 11 plan issues and pursue confirmation of a plan or plans as may be appropriate to provide distributable value to the holders of general unsecured claims;
(h) review and investigate the liens of purported secured parties;
(i) review and investigate prepetition transactions in which the Debtors and/or their insiders were involved;
(j) confer with the Debtors’ management, counsel and financial advisors;
(k) review the Debtors’ schedules, statements of financial affairs and business plan;
(l) advise the Committee as to the ramifications regarding all of the Debtors’ activities and motions before this Court;
(m) file appropriate pleadings on behalf of the Committee;
(n) review and analyze the Debtors’ financial professionals’ work product and report to the Committee on that analysis;
(o) provide the Committee with legal advice in relation to the chapter 11 cases;
(p) prepare various applications and memoranda of law submitted to the Court for consideration; and
(q) perform such other legal services for the Committee as may be necessary or proper in these proceedings.

The current hourly rates of the Drinker Biddle professionals are:

Robert K. Malone Partner $800
Steven K. Kortanek Partner $750
Andrew J. Flame Partner $680
Patrick A. Jackson Associate $565
Joseph N. Argentina, Jr. Associate $450
Ravi Vohra Associate $390
Tamara L. Stoner Paralegal $350

Steven K. Kortanek, attorney at law and a partner at the law firm of Drinker Biddle & Reath LLP, attests that Drinker Biddle does not have an interest adverse to the Debtors’ estates and is a “disinterested person,” as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1103(b) of the Bankruptcy Code.

The Firm can be reached through:

Steven K. Kortanek, Esq.
Patrick A. Jackson, Esq.
DRINKER BIDDLE & REATH LLP
222 Delaware Ave., Suite 1410
Wilmington, DE 19801-1621
Telephone: (302) 467-4200
Facsimile: (302) 467-4201
Email: steven.kortanek@dbr.com
patrick.jackson@dbr.com

– and –

Robert K. Malone, Esq.
Ravi Vohra, Esq.
DRINKER BIDDLE & REATH LLP
600 Campus Drive
Florham Park, NJ 07932-1047
Tel: (973) 549-7000
Fax: (973) 360-9831
E-mail: robert.malone@dbr.com
ravi.vohra@dbr.com

About Aerospace Holdings

Aerospace Holdings, Inc., designs and manufactures a wide variety of products, including machined parts, fabricated components, and tooling for the commercial aerospace and defense markets. The company encompasses a full spectrum of precision manufacturing capabilities for any scale, from individual prototypes to large lot production.

The Debtor sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10635) on March 27, 2017. The petition was signed by Matthew Sedigh, chief restructuring officer. The Debtor estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt.

The Debtor tapped Dennis A. Meloro, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig, LLP, as counsel.

An Official Committee of Unsecured Creditors has been appointed in the Chapter 11 case.

Campbellton-Graceville Hires Berger Singerman as Counsel

Campbellton-Graceville Hospital Corporation seeks authorization from the U.S. Bankruptcy Court for the Northern District of Florida to employ Berger Singerman LLP as counsel, nunc pro tunc to the petition date.

The Debtor requires Berger Singerman to:

a. advise the Debtor with respect to its powers and duties as debtor in possession and the continued management of its business operations;

b. advise the Debtor with respect to its responsibilities in complying with the United States Trustee’s Operating Guidelines and Reporting Requirements and with the rules of the Court;

c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of this chapter 11 case;

d. protect the interests of the Debtor in all matters pending before the Court; and

e. represent the Debtor in negotiations with their creditors and in the preparation of a plan.

Berger Singerman will be paid at these hourly rates:

Brian G. Rich $470
Pamela C. Marsh $485
Attorneys $295-$695
Associates and Of-Counsel $295-$600
Legal Assistants/Paralegal $85-$235

On October 28, 2016, Berger Singerman received a retainer in the amount of $5,000.00, which was deposited into the firm’s trust account, in connection with its representation of CGHC with respect to an internal investigation. On January 23, 2017, Berger Singerman received a retainer from the Debtor in the amount of $100,000.00, which was deposited into its trust account, in connection with restructuring matters. On May 3, 2017, Berger Singerman received the sum of $24,274.52 from the Debtor, in payment of pre-petition fees in the amount of $24,208.00 and expenses in the amount of $66.52, incurred by Berger Singerman as of April 30, 2017. On May 3, 2017, Berger Singerman received a second retainer from the Debtor in the amount of $57,470.00 with respect to restructuring matters, which was deposited into its trust account.

On May 5, 2017, prior to the commencement of this case, Berger Singerman applied the sum of $10,093.75 from the $162,470.00 being held in its trust account, toward payment in full of all pre-petition fees and expenses the firm incurred. As of the filing of this case, the sum of $152,376.25 remains in the trust account of Berger Singerman, which will be held by the firm as security for the fees and costs.

Brian G. Rich, Esq., member of the law firm of Berger Singerman LLP, assured the Court that the firm is a “disinterested person” as the term is defined in Section 101(14) of the Bankruptcy Code, and does not represent any interest adverse to the Debtor and its estates.

Berger Singerman can be reached at:

Brian G. Rich, Esq.
Berger Singerman LLP
313 North Monroe Street, Suite 301
Tallahassee, FL 32301
Tel. (850) 561-3010
Fax (850) 561-3013
E-mail: brich@bergersingerman.com

About Campbellton-Graceville Hospital


Campbellton-Graceville Hospital Corporation filed a Chapter 11 bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April 17, 2017. Hon. Karen K. Specie presides over the case. Berger Singerman LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million to $50 million in liabilities. The petition was signed by Marshall Glade of GlassRatner Advisory & Capital Group, LLC, chief restructuring officer.

Venoco LLC Taps Prime Clerk as Administrative Advisor

Venoco, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as administrative advisor.

The services to be provided by the firm include:

(a) assisting in the solicitation, balloting and tabulation of votes, and preparing any related reports in support of confirmation of a Chapter 11 plan;

(b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results;

(c) assisting in the preparation of schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith;

(d) providing a confidential data room, if requested;

(e) managing and coordinating any distributions pursuant to a bankruptcy plan; and

(f) providing processing, solicitation, balloting and other administrative services.

The hourly rates charged by the firm are:

Analyst $30 – $50
Technology Consultant $35 – $95
Consultant/Senior Consultant $65 – $160
Director $170 – $195
Chief Operating Officer/Executive VP No charge
Solicitation Consultant $185
Director of Solicitation $210

Michael Frishberg, co-president and chief operating officer of Prime Clerk, disclosed in a court filing that his firm is a “disinterested person” as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

Michael J. Frishberg
Prime Clerk LLC
830 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450

About Venoco

On April 17, 2017, Venoco LLC and six of its subsidiaries filed voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 17-10828). The cases have been assigned to Judge Kevin Gross.

The Debtors hired Bracewell LLP as counsel; Morris Nichols as co-counsel; Zolfo Cooper Management’s Bret Fernandes as chief restructuring officer; and Prime Clerk LLC as claims, noticing and balloting agent.

Venoco, Inc., the predecessor to the Debtors, was founded in 1992. The Debtors’ corporate office and principal place of business is located at 370 17th Street, Suite 3900, Denver, Colorado 80202-1370. The Debtors also maintain a regional office and various operations in California, where the majority of their
personnel are located.

As of the Petition Date (and following the quitclaim of the SEF Leases), the Debtors held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. The majority of the Debtors’ revenues are derived through sales of oil to competing buyers, including large oil refining companies and independent marketers. Nearly all of the Debtors’ annual revenues are generated from sales to one purchaser, Tesoro. The Debtors’ revenues from oil and gas sales were approximately $33.6 million on a rolling 12 month basis.

As of the bankruptcy filing, the Debtors listed assets in the range of $10 million to $50 million and liabilities of up to $100 million. As of the Petition Date, the Debtors have approximately $25 million in cash, all of which is unrestricted. The Debtors anticipate that they will need all or substantially all of this cash to fund ongoing operational expenses, fund these cases and a sale process, and wind down their affairs.

PwC LLP Raises Going Concern Doubt for North Atlantic Drilling

North Atlantic Drilling Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F, disclosing a net loss of $52.4 million on $534.7 million of total operating revenues for the year ended December 31, 2016, compared to a net loss of $56.8 million on $747.7 million of total operating revenues for the year ended in 2015.

PricewaterhouseCoopers LLP in Uxbridge, United Kingdom, states that the Company has near term liquidity constraints due to significant cash outflows for which sufficient cash is not available which raises substantial doubt about the Company’s ability to continue as a going concern.

The Company’s balance sheet at December 31, 2016, showed total assets of $2.92 billion, total current liabilities of $1.26 billion, total non-current liabilities of $1.27 billion, and a total stockholders’ equity of $386 million.

A full-text copy of the Company’s Form 20-F is available at:
http://bit.ly/2qWgtrP

North Atlantic Drilling Ltd. is a Hamilton, Bermuda-based offshore drilling contractor focused on operations in the North Atlantic region, including offshore Norway and the U.K. The Company’s drilling rigs with major oil companies like Statoil, ConocoPhillips, Total and ExxonMobil.

Big Apple Circus Hires PKF O’Connor Davies as Accountant

The Big Apple Circus, Ltd., seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ PKF O’Connor Davies, LLP as accountant, nunc pro tunc to April 28, 2017.

The Debtor requires PKF O’Connor to:

a. audit the Debtor’s statement of financial position and the related statements of activities, functional expenses and cash flows as of and for the year ending July 31, 2016;

b. at the sole discretion of the Debtor, audit or other financial report for the year ending July 31, 2017, or any portion thereof;

c. prepare the Debtor’s federal and state information and tax returns, including form 990 and NYS CHAR 500, for the year ending July 31, 2016; and

d. at the sole discretion of the Debtor, prepare the Debtor’s federal and state information and tax returns, including form 990 and NYS CHAR 500, for the year ending July 31, 2017.

PKF will be paid at these hourly rates:

Partners $400-$500
Senior Managers $325
Managers $275
Senior Accountants $225
Staff Accountants $150
Administration $30

PKF will also be reimbursed for reasonable out-of-pocket expenses incurred.

Mark Piszko, partner at PKF O’Connor Davies, LLP, assured the Court that the firm is a “disinterested person” as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates.

PKF may be reached at:

Mark Piszko
PKF O’Connor Davies, LLP
665 Fifth Avenue
New York, NY 10022
Tel: (646) 449-6316

About The Big Apple Circus

The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was signed by Will Maitland Weiss, executive director.

The Debtor is a Type B not-for-profit corporation organized under section 201 of the New York Not-for-Profit Corporation Law that is exempt from federal taxes under section 501(c)(3) of the Internal Revenue Code. Founded in 1977 by Paul Binder and Michael Christensen to establish a performing circus and school for the instruction and artistic development of circus arts, the Debtor is a venerated, New York cultural institution renowned for its critically-acclaimed performances and dedicated community programs.

The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing.

The Debtor retained Natasha M. Labovitz, Esq. and Christopher Updike, Esq., of Debevoise & Plimpton LLP, as bankruptcy counsel; Donlin, Recano & Company, Inc., as claims and noticing agent; and Goldin Associates, LLC, as financial advisor, all of whom agreed to provide their services on a pro bono basis in light of the Debtor’s not-for-profit status.

An official committee of unsecured creditors has been appointed in the case, and is represented by Robert J. Feinstein, Esq., Maria Bove, Esq., and Steven W. Golden, Esq., at Pachulski Stang Ziehl & Jones LLP.

AVINGER INC: Ernst & Young LLP Raises Going Concern Doubt

Avinger, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $56.13 million on $19.21 million of revenues for the fiscal year ended December 31, 2016, compared to a net loss of $47.34 million on $10.71 million of revenues for the fiscal year ended December 31, 2015.

Ernst & Young LLP notes that the Company’s recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern.

The Company’s balance sheet at December 31, 2016, showed total assets of $53.56 million, total liabilities of $49.32 million, and a stockholders’ equity of $4.24 million.

A full-text copy of the Company’s Form 10-K is available at:

https://is.gd/29phM2

About Avinger, Inc.

Avinger, Inc., is a commercial-stage medical device company. The Company designs, manufactures and sells image-guided, catheter-based systems that are used by physicians to treat patients with peripheral arterial disease (PAD). The Company focuses on introducing products based on its lumivascular platform, which is an intravascular image-guided system. The Company manufactures and sells a suite of products in the United States and
certain European markets.

GANDER MOUNTAIN: Six More Creditors Appointed to Committee

The Office of the U.S. Trustee on March 15 appointed six more creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Gander Mountain Company and Overton’s Inc.

The six unsecured creditors are:

(1) Pure Fishing, Inc.
7 Science Court
Columbia, SC 29203

(2) Benelli USA
17603 Indian Head Hwy Ext. 123
Accokeck, MD 20607

(3) Vista Outdoor Sales, LLC
1 Vista Way
Anoka, MN 55303

(4) National Retail Properties, Inc.
450 S. Orange Ave, Suite 900
Orlando, FL 32801

(5) Liberty Safe and Security Products, Inc.
1199 West Utah Avenue Ext. 212
Payson, UT 84651

(6) DDR Corp
3300 Enterprise Parkway
Beachwood, OH 44122

The bankruptcy watchdog had earlier appointed Ellett Brothers, Carhartt, Inc. and Smith & Wesson Corp., as members of the Creditors’ Committee, court filings show.

SUNGEVITY INC: Case Summary & 20 Largest Unsecured Creditors

Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

Debtor: Sungevity, Inc. / Case No. 17-10561
Sungevity SD, LLC / Case No. 17-10562
Sungevity Development, LLC / Case No. 17-10563
Sungevity International Holdings, LLC Case No. 17-10564

About the Company: Sungevity — http://www.sungevity.com — is a technology company whose platform enables the sale and installation of solar energy systems to residential and commercial customers in the United States and internationally. Sungevity serves customers in 14 U.S. states and the District of Columbia, as well as in the Netherlands, Belgium, Germany and the United Kingdom. The Company’s asset-light business model focuses on value-added in- house services for software platform development, project management and customer experience; this focus is enabled by a strong, scalable network of third-party providers for asset-intensive and/or lower margin provision of hardware, installation services and financing.

Chapter 11 Petition Date: March 13, 2017
Court: United States Bankruptcy Court District of Delaware (Delaware)
Judge: Hon. Judge Kevin Gross

Debtors’ Bankruptcy Counsel:
Jonathan I. Levine, Esq.
Jennifer L. Marines, Esq.
Melissa A. Hager, Esq.
Erica J. Richards, Esq.
MORRISON & FOERSTER LLP
250 West 55th Street
New York, New York 10019

Debtors’ Local Counsel:
M. Blake Cleary, Esq.
Jaime Luton Chapman, Esq.
Kenneth A. Listwak, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801

Debtors’ Financial Advisor: ALIXPARTNERS, LLC

Debtors’ Investment Banker: DUCERA SECURITIES LLC

Debtors’ Claims & Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: $100 million to $500 million
Estimated Debts: $100 million to $500 million

The petition were signed by Andrew Birch, chief executive officer.

Debtors’ Consolidated List of 20 Largest Unsecured Creditors:

Entity: Eastern Sun Capital Partners, LLC
Nature of Claim: Convertible Notes
Claim Amount: $4,450,000

Entity: Trina Solar (U.S.) Inc.
Nature of Claim: Trade Payables
Claim Amount: $4,200,924

Entity: SolarEdge Technologies, Inc.
Nature of Claim: Trade Payables
Claim Amount: $2,873,762

Entity: Mario Palumbo
Nature of Claim: Convertible Notes
Claim Amount: $2,100,000

Entity: Orrick, Harrington & Sutcliffe LLP
Nature of Claim: Trade Payables
Claim Amount: $1,851,432

Entity: CCM Solar, LLC
Nature of Claim: Convertible Notes
Claim Amount: $1,500,000

Entity: Lowe’s Companies, Inc.
Nature of Claim: Trade Payables
Claim Amount: $1,028,475

Entity: SharesPost 100 Fund
Nature of Claim: Convertible Notes
Claim Amount: $1,000,000

Entity: Stephen R. Polk Rev TR
Nature of Claim: Convertible Notes
Claim Amount: $1,000,000

Entity: Dinwoodie Meservey Family Trust
Nature of Claim: Convertible Notes
Claim Amount: $1,000,000

Entity: MHA Trust, LLC
Nature of Claim: Convertible Notes
Claim Amount: $900,000

Entity: LG Electronics U.S.A., Inc.
Nature of Claim: Trade Payables
Claim Amount: $827,325

Entity: Greener Capital Partners II, LP
Nature of Claim: Convertible Notes
Claim Amount: $750,000

Entity: Easterly Acquisition Corp.
Nature of Claim: Trade Payables
Claim Amount: $680,412

Entity: BDO USA, LLP
Nature of Claim: Trade Payables
Claim Amount: $607,383

CFGI Holdings, LLC
Nature of Claim: Trade Payables
Claim Amount: $568,074

Entity: James S Sandler as Trustee under the James Sandler Revocable Trust
Nature of Claim: Convertible Notes
Claim Amount: $460,000

Entity: Locus Energy
Nature of Claim: Trade Payables
Claim Amount: $416,318

Entity: Anthem Blue Cross
Nature of Claim: Trade Payables
Claim Amount: $395,711

Entity: Google Inc.
Nature of Claim: Trade Payables
Claim Amount: $386,737