Case 8:14-bk SC Doc 1 Filed 06/16/14 Entered 06/16/14 14:48:34 Desc Main Document Page 1 of 360. Nature of Business (Check one box)

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1 }bk1{form1.voluntarypetition(cdclocalversion)}bk{ B1 (Official Form 1)(04/13) Case 8:14-bk SC Doc 1 Filed 06/16/14 Entered 06/16/14 14:48:34 Desc Main Document Page 1 of 360 Name of Debtor (if individual, enter Last, First, Middle): S.B. Restaurant Co. of Central Florida, LLC United States Bankruptcy Court Central District of California Name of Joint Debtor (Spouse) (Last, First, Middle): Voluntary Petition All Other Names used by the Debtor in the last 8 years (include married, maiden, and trade names): DBA Elephant Bar Restaurant; DBA Elephant Bar Global Grill Wok Kitchen All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all) Street Address of Debtor (No. and Street, City, and State): 200 E. Baker Street Suite 201 Costa Mesa, CA ZIP Code County of Residence or of the Principal Place of Business: Orange Mailing Address of Debtor (if different from street address): Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No./Complete EIN (if more than one, state all) Street Address of Joint Debtor (No. and Street, City, and State): County of Residence or of the Principal Place of Business: Mailing Address of Joint Debtor (if different from street address): ZIP Code ZIP Code ZIP Code Location of Principal Assets of Business Debtor (if different from street address above): Type of Debtor (Form of Organization) (Check one box) Individual (includes Joint Debtors) See Exhibit D on page 2 of this form. Corporation (includes LLC and LLP) Partnership Other (If debtor is not one of the above entities, check this box and state type of entity below.) Chapter 15 Debtors Country of debtor's center of main interests: Each country in which a foreign proceeding by, regarding, or against debtor is pending: Full Filing Fee attached Filing Fee (Check one box) Nature of Business (Check one box) Health Care Business Single Asset Real Estate as defined in 11 U.S.C. 101 (51B) Railroad Stockbroker Commodity Broker Clearing Bank Other Tax-Exempt Entity (Check box, if applicable) Debtor is a tax-exempt organization under Title 26 of the United States Code (the Internal Revenue Code). Filing Fee to be paid in installments (applicable to individuals only). Must attach signed application for the court's consideration certifying that the debtor is unable to pay fee except in installments. Rule 1006(b). See Official Form 3A. Filing Fee waiver requested (applicable to chapter 7 individuals only). Must attach signed application for the court's consideration. See Official Form 3B. Statistical/Administrative Information Debtor estimates that funds will be available for distribution to unsecured creditors. Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors. Estimated Number of Creditors Chapter 7 Chapter 9 Chapter 11 Chapter 12 Chapter ,000-5,001-10,001-25,001-50,001- OVER ,000 10,000 25,000 50, , ,000 Estimated Assets $0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion million million million million million Estimated Liabilities $0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion million million million million million Chapter of Bankruptcy Code Under Which the Petition is Filed (Check one box) Nature of Debts (Check one box) Debts are primarily consumer debts, defined in 11 U.S.C. 101(8) as "incurred by an individual primarily for a personal, family, or household purpose." Chapter 15 Petition for Recognition of a Foreign Main Proceeding Chapter 15 Petition for Recognition of a Foreign Nonmain Proceeding Debts are primarily business debts. Check one box: Chapter 11 Debtors Debtor is a small business debtor as defined in 11 U.S.C. 101(51D). Debtor is not a small business debtor as defined in 11 U.S.C. 101(51D). Check if: Debtor s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,490,925 (amount subject to adjustment on 4/01/16 and every three years thereafter). Check all applicable boxes: A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. 1126(b). THIS SPACE IS FOR COURT USE ONLY

2 Main Document Page 2 of 360 B1 (Official Form 1)(04/13) Page 2 Name of Debtor(s): Voluntary Petition S.B. Restaurant Co. of Central Florida, LLC (This page must be completed and filed in every case) All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet) Location Case Number: Date Filed: Where Filed: - None - Location Case Number: Date Filed: Where Filed: Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet) Name of Debtor: Case Number: Date Filed: See Attachment District: Relationship: Judge: Exhibit A (To be completed if debtor is required to file periodic reports (e.g., forms 10K and 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.) Exhibit A is attached and made a part of this petition. Exhibit B (To be completed if debtor is an individual whose debts are primarily consumer debts.) I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. I further certify that I delivered to the debtor the notice required by 11 U.S.C. 342(b). X Signature of Attorney for Debtor(s) (Date) Exhibit C Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety? Yes, and Exhibit C is attached and made a part of this petition. No. Exhibit D (To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.) Exhibit D completed and signed by the debtor is attached and made a part of this petition. If this is a joint petition: Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition. Information Regarding the Debtor - Venue (Check any applicable box) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District. Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District. Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes) Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.) (Name of landlord that obtained judgment) (Address of landlord) Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. 362(l)).

3 Main Document Page 3 of 360 June 16, 2014

4 Main Document Page 4 of 360 In re S.B. Restaurant Co. of Central Florida, LLC Debtor, Case No. Form 1. Voluntary Petition Pending Bankruptcy Cases Filed Attachment Name of Debtor / District Case No. / Relationship Date Filed / Judge S.B. Restaurant Co. Central District of California S.B. Restaurant Co. of Kansas LLC Central District of California Affiliate Affiliate

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7 Main Document Page 7 of 360 EXHIBIT A RESOLUTIONS OF THE MANAGING MEMBERS OF S.B. RESTAURANT CO. OF CENTRAL FLORIDA, LLC WHEREAS, the managing members of (the Managing Members ) of S.B. Restaurant Co. of Central Florida, LLC (the Company ), a California limited liability company, acting pursuant to the laws of the State of California, has considered the financial and operational aspects of the Company s business; WHEREAS, the Managing Members have reviewed the historical performance of the Company, the market for the Company s restaurants, and the current and long-term liabilities of the Company; WHEREAS, the Managing Members have, over the last several months, reviewed the materials presented by the management of and the advisors to the Company regarding the possible need to restructure the Company, and has analyzed each of the strategic alternatives available to it, and the impact of the foregoing on the Company s business and its stakeholders; NOW, THEREFORE, BE IT RESOLVED, that in the judgment of the Managing Members, it is desirable and in the best interests of the Company, its creditors, employees, stockholder, and other interested parties that a petition be filed by the Company seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the Bankruptcy Code ); RESOLVED, that the officers of the Company (each, an Authorized Officer ) be, and each of them hereby is, authorized on behalf of the Company to execute, verify and file all petitions, schedules, lists, and other papers or documents, and to take and perform any and all further actions and steps that any such Authorized Officer deems necessary, desirable and proper in connection with the Company s chapter 11 case, with a view to the successful prosecution of such case; RESOLVED, that the Authorized Officers, on behalf of the Company, are authorized, empowered and directed to retain the law firm of Pachulski Stang Ziehl & Jones LLP ( PSZ&J ) as bankruptcy counsel to represent and assist the Company in carrying out its duties under chapter 11 of the Bankruptcy Code, and to take any and all actions to advance the Company s rights in connection therewith, and the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon the filing of the bankruptcy petition, and to cause to be filed an appropriate application for authority to retain the services of PSZ&J; RESOLVED, that the Authorized Officers, on behalf of the Company, are authorized, empowered and directed to retain the services of T. Scott Avila as chief restructuring officer (the CRO ) and Allen Soong as assistant chief restructuring officer (the ACRO ) of Deloitte Transactions & Business Analytics LLP ( Deloitte CRG ) and Deloitte CRG will provide additional services to the CRO and ACRO in the execution of their duties and responsibilities in such capacities in carrying out its duties under chapter 11 of the Bankruptcy DOCS_LA: /001

8 Main Document Page 8 of 360 Code, effective as of the date the petition is filed, and in connection therewith, the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon the filing of the bankruptcy petition, and to cause to be filed an appropriate application for authority to retain the services of Deloitte CRG and appoint Mr. Avila as CRO and Mr. Soong as ACRO of the Company as of the petition date; RESOLVED, that the Authorized Officers, on behalf of the Company, are authorized, empowered and directed to retain Mastodon Ventures, Inc. ( Mastodon ) as Investment Banker to represent and assist the Company in handling the marketing and sale of its assets in the chapter 11 case, and to take any and all actions to advance the Company s rights in connection therewith, and the Authorized Officers are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon the filing of the bankruptcy petition, and to cause to be filed an appropriate application for authority to retain the services of Mastodon; RESOLVED, that the Authorized Officers of the Company be, and hereby are, authorized and directed to employ any other professionals necessary to assist the Company in carrying out its duties under the Bankruptcy Code; and in connection therewith, the officers of the Company are hereby authorized and directed to execute appropriate retention agreements, pay appropriate retainers prior to or immediately upon the filing of the bankruptcy petition and cause to be filed appropriate applications with the bankruptcy court for authority to retain the services of any other professionals, as necessary, and on such terms as are deemed necessary, desirable and proper; RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized on behalf of the Company to take any and all actions, to execute, deliver, certify, file and/or record and perform any and all documents, agreements, instruments, motions, affidavits, applications for approvals or rulings of governmental or regulatory authorities or certificates and to take any and all actions and steps deemed by any such Authorized Officer to be necessary or desirable to carry out the purpose and intent of each of the foregoing resolutions and to effectuate a successful chapter 11 case, including, but not limited to postpetition financing, a sale of the Company s assets, the development, filing and prosecution to confirmation of a chapter 11 plan and related disclosure statement; and RESOLVED, that any and all actions heretofore taken by any Authorized Officer or the directors of the Company in the name and on behalf of the Company in furtherance of the purpose and intent of any or all of the foregoing resolutions be, and hereby are, ratified, confirmed, and approved in all respects. DOCS_LA: /001

9 Main Document Page 9 of 360 Attorney or Party Name, Address, Telephone & FAX Nos., and State Bar No. & Address Jeffrey N. Pomerantz (CA Bar No ) John W. Lucas (CA Bar No ) Santa Monica Blvd., 13th Floor Los Angeles, CA Fax: FOR COURT USE ONLY Attorney for: Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA In re: S.B. Restaurant Co. of Central Florida, LLC Debtor(s), CASE NO.: ADVERSARY NO.: CHAPTER: 11 Plaintiff(s), CORPORATE OWNERSHIP STATEMENT PURSUANT TO FRBP 1007(a)(1) and , and LBR Defendant(s). [No hearing] Pursuant to FRBP 1007(a)(1) and , and LBR , any corporation, other than a governmental unit, that is a debtor in a voluntary case or a party to an adversary proceeding or a contested matter shall file this Statement identifying all its parent corporations and listing any publicly held company, other than a governmental unit, that directly or indirectly own 10% or more of any class of the corporation s equity interest, or state that there are no entities to report. This Corporate Ownership Statement must be filed with the initial pleading filed by a corporate entity in a case or adversary proceeding. A supplemental statement must promptly be filed upon any change in circumstances that renders this Corporate Ownership Statement inaccurate. I, Paul Potvin, Chief Financial Officer, the undersigned in the above-captioned case, hereby declare (Print Name of Attorney or Declarant) under penalty of perjury under the laws of the United States of America that the following is true and correct: This form is optional. It has been approved for use by the United States Bankruptcy Court for the Central District of California. December 2012 F CORP.OWNERSHIP.STMT

11 Main Document Page 11 of 360 B4 (Official Form 4) (12/07) United States Bankruptcy Court In re S.B. Restaurant Co. of Central Florida, LLC 1 Central District of California Santa Ana Division Debtor Case No. 14- ( ) Chapter 11 LIST OF CREDITORS HOLDING 30 LARGEST UNSECURED CLAIMS Following is the list of the Debtor s creditors holding the 30 largest unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 case. The list does not include (1) persons who come within the definition of insider set forth in 11 U.S.C. 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 30 largest unsecured claims. (1) (2) (3) (4) (5) Name of creditor and complete mailing address including zip code Sysco Sacramento Inc Pacific Ave Pleasant Grove, CA Sysco Los Angeles, Inc East Currier Road Walnut, CA Sysco Lincoln 900 Kingbird Road Lincoln, NE Daylight Foods Inc. 660 Vista Way Milpitas, CA Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted Sysco Sacramento Inc Pacific Ave Pleasant Grove, CA Tel: (916) Fax: Sysco Los Angeles, Inc East Currier Road Walnut, CA Tel: (909) Fax: Sysco Lincoln 900 Kingbird Road Lincoln, NE Tel: (402) Fax: Daylight Foods Inc. 660 Vista Way Milpitas, CA Tel: (408) Fax: (408) Nature of claim (trade debt, bank loan, government contract, etc.) Primary Food Distributor Primary Food Distributor Primary Food Distributor Northern Cal Produce Supplier Indicate if claim is contingent, unliquidated, disputed or subject to setoff Amount of claim [if secured also state value of security] $1,335, $1,201, $316, $305, The last four digits of the Debtor s federal tax identification number is S.B Restaurant Co. of Central Florida, LLC (0207). The Debtor s address is: 200 E. Baker Street, Suite 201, Costa Mesa, CA DOCS_LA: /001

12 Main Document Page 12 of 360 (1) (2) (3) (4) (5) Name of creditor and complete mailing address including zip code Fresh Point Southern California, 155 N Orange Ave City of Industry, CA Sysco Central Florida Inc. PO Box 40 Ocoee, FL Sysco Arizona Inc.- AZ 611 S. 80th Ave Tolleson, AZ Sysco New Mexico 601 Commanche Rd NE Albuquerque, NM Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted Fresh Point Southern California, 155 N Orange Ave City of Industry, CA Tel: (626) Fax: Sysco Central Florida Inc. PO Box 40 Ocoee, FL Tel: (407) Fax: Sysco Arizona Inc.- AZ 611 S. 80th Ave Tolleson, AZ Tel: (626) Fax: Sysco New Mexico 601 Commanche Rd NE Albuquerque, NM Tel: (505) Fax: MGP Fund X Laguna Hills, LLCMGP Fund X Laguna Hills, LLC 425 California Street 11th floor San Francisco, CA Wells Fargo 1350 Fashion Valley Rd 3rd Floor San Diego, CA Mission Linen Supply PO Box 1299 Santa Barbara, CA Global Media Systems Inc Tomas Suite 200 Rancho Santa Margarita, CA California Street 11th floor San Francisco, CA Tel: (415) Fax: (714) Wells Fargo 1350 Fashion Valley Rd 3rd Floor San Diego, CA Tel: (619) Fax: (866) Mission Linen Supply PO Box 1299 Santa Barbara, CA Tel: (602) Ext Fax: (602) Global Media Systems Inc Tomas Suite 200 Rancho Santa Margarita, CA Tel: (949) Fax: Nature of claim (trade debt, bank loan, government contract, etc.) Southern Cal Produce Supplier Primary Food Distributor Primary Food Distributor Primary Food Distributor Landlord - Orange Credit Card Processor Linen Supply Company Advertising Agency Indicate if claim is contingent, unliquidated, disputed or subject to setoff Amount of claim [if secured also state value of security] $279, $194, $166, $144, $105, $80, $76, $75, DOCS_LA: /001-2-

13 Main Document Page 13 of 360 (1) (2) (3) (4) (5) Name of creditor and complete mailing address including zip code American Express 1048 Irvine Ave #434 Newport Beach, CA Altamonte Mall LLC U.S. Bank National Association PO Box Minneapolis, MN Sysco Detroit LLC Van Born Rd Canton, MI Southern Wine & Spirits (N) PO Box Los Angeles, CA Edison Mall Business Trust Reliable Parkway Chicago, IL Westfield Franklin Park Mall, LLC Star-West Franklin Park Mall LLC PO Box Los Angeles, CA Daly City Serramonte Center, LLC (RENT) Capital & Counties U.S.A. Inc DEPT 3319 Los Angeles, CA Grand Plaza, LLC c/o Newmark Merrill Companies 5850 Canoga Ave, Ste 650 Woodland Hills, CA Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted American Express 1048 Irvine Ave #434 Newport Beach, CA Tel: (800) Fax: Altamonte Mall LLC U.S. Bank National Association PO Box Minneapolis, MN Tel: (407) Fax: (317) Sysco Detroit LLC Van Born Rd Canton, MI Tel: (734) Fax: Southern Wine & Spirits (N) PO Box Los Angeles, CA Tel: (800) Fax: Edison Mall Business Trust Reliable Parkway Chicago, IL Tel: (317) Fax: Westfield Franklin Park Mall, LLC Star-West Franklin Park Mall LLC PO Box Los Angeles, CA Tel: (419) Fax: (310) Daly City Serramonte Center, LLC (RENT) Capital & Counties U.S.A. Inc DEPT 3319 Los Angeles, CA Tel: (650) Fax: (650) Grand Plaza, LLC c/o Newmark Merrill Companies 5850 Canoga Ave, Ste 650 Woodland Hills, CA Tel: (949) Fax: (949) Nature of claim (trade debt, bank loan, government contract, etc.) Credit Card Processor Landlord - Orange Primary Food Distributor Indicate if claim is contingent, unliquidated, disputed or subject to setoff Amount of claim [if secured also state value of security] $74, $72, $70, Liquor Vendor $64, Landlord - Black $63, Landlord - Yellow or Orange $59, Landlord - Green $58, Landlord - Yellow $55, DOCS_LA: /001-3-

14 Main Document Page 14 of 360 (1) (2) (3) (4) (5) Name of creditor and complete mailing address including zip code Fresh Point Denver PO Box Denver, CO GGP- Northridge Fashion Center LP PO Box 86 SDS Minneapolis, MN Downey Landing, LLC File Los Angeles, CA Heritage Plaza c/o Regency Centers, LP PO Box Pasadena, CA Peoria Elephant Bar. LLC Cochran Rd Morgan Hill, CA Southern Wine & Spirits (S) PO Box Los Angeles, CA Tyler Mall Limited Partnership Tyler Mall Limited Partnership SDS PO Box 86 Minneapolis, MN R.J.O.M.D., LLC PO Box Los Angeles, CA Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted Fresh Point Denver PO Box Denver, CO Tel: Fax: GGP- Northridge Fashion Center LP PO Box 86 SDS Minneapolis, MN Tel: (818) Fax: (704) Downey Landing, LLC File Los Angeles, CA Tel: (805) Ext Fax: (805) Heritage Plaza c/o Regency Centers, LP PO Box Pasadena, CA Tel: (858) Fax: (858) Peoria Elephant Bar. LLC Cochran Rd Morgan Hill, CA Tel: (000) Fax: (510) Southern Wine & Spirits (S) PO Box Los Angeles, CA Tel: (800) Fax: Tyler Mall Limited Partnership Tyler Mall Limited Partnership SDS PO Box 86 Minneapolis, MN Tel: (951) Fax: (818) R.J.O.M.D., LLC PO Box Los Angeles, CA Tel: (951) Fax: (951) Nature of claim (trade debt, bank loan, government contract, etc.) Colorado Produce Supplier Indicate if claim is contingent, unliquidated, disputed or subject to setoff Amount of claim [if secured also state value of security] $55, Landlord $53, Landlord - Green $52, Landlord $50, Landlord - Yellow $49, Liquor Vendor $48, Landlord $47, Landlord $46, DOCS_LA: /001-4-

15 Main Document Page 15 of 360 (1) (2) (3) (4) (5) Name of creditor and complete mailing address including zip code Kimco PRK Holdings IV, LLC c/o PRK Holdings IV, LLC P O Box Dallas, TX Wasserstrom Company 477 S. Front Street Columbus, OH Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted Kimco PRK Holdings IV, LLC c/o PRK Holdings IV, LLC P O Box Dallas, TX Tel: (516) Fax: (640) Wasserstrom Company 477 S. Front Street Columbus, OH Tel: (614) Fax: Nature of claim (trade debt, bank loan, government contract, etc.) Indicate if claim is contingent, unliquidated, disputed or subject to setoff Amount of claim [if secured also state value of security] Landlord $46, China/Glass/Silve rware supply Company $45, DOCS_LA: /001-5-

18 Main Document Page 18 of 360 Party Name, Address and Telephone Number (CA State Bar No. If Applicable) FOR COURT USE ONLY Jeffrey N. Pomerantz (CA Bar No ) John W. Lucas (CA Bar No ) Santa Monica Blvd., 13th Floor Los Angeles, CA Fax: Attorneys for: Debtor and Debtor in Possession In re: UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA S.B. Restaurant Co. of Central Florida, LLC CHAPTER 11 CASE NUMBER Debtor. (No Hearing Required) VENUE DISCLOSURE FORM FOR CORPORATIONS FILING CHAPTER 11 (Required by General Order 97-02) *Attach additional sheets as necessary and indicate so in each section* 1. Specify the address of the principal office of the Debtor currently on file with the California Secretary of State (from Form S0100, S0200, or S0300): 200 East Baker Street, Suite 201, Costa Mesa, CA Specify the address of the principal office of the Debtor listed on the Debtor's most recent federal tax return: 200 East Baker Street, Suite 201, Costa Mesa, CA Disclose the current business address(es) for all corporate officers: 200 East Baker Street, Suite 201, Costa Mesa, CA Disclose the current business address(es) where the Debtor's books and records are located: 200 East Baker Street, Suite 201, Costa Mesa, CA List the address(es) where the majority of the Debtor's assets are located based on a book value determination as set forth on the Debtor's most recent balance sheet: 200 East Baker Street, Suite 201, Costa Mesa, CA Disclose any different address(es) to those listed above within six months prior to the filing of this petition and state the reasons for the change in address(es): None 7. State the name and address of the officer signing this Statement and the relationship of such person to the Debtor (specify): Paul Potvin, Chief Financial Officer, 200 East Baker Street, Suite 201, Costa Mesa, CA Total number of attached pages of supporting documentation: 0 Rev. 12/99 This form is required pursuant to General Order It has been approved for use by the United States Bankruptcy Court for the Central District of California. VEN-C

19 Main Document Page 19 of 360 of Central Florida, LLC 16

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22 Main Document Page 22 of Arden Way Partnership c/o David Malloy PO Box Woodside, CA st Choice Sewer and Drain 503 Bangs Ave Suite H Modesto, CA Bouquet Canyon Rd L.P. c/o Mark Weinstein th Street, Suite 112 Santa Monica, CA Bouquet Canyon Road L.P. c/o MJW Investments th Street, Suite 112 Santa Monica, CA Day Blinds 25 Technology Dr Suite B100 Irvine, CA Wire Group Services NW 7964 PO Box 1450 Minneapolis, MN Consulting Inc Hawksmoore Drive Rancho Palos Verdes, CA Montclair Plaza Lane Holding c/o Spinoso Management Group PO Box St.Louis, MO Montclair Plaza Lane Owner Mall Management Office PO Box 8309 Pasadena, CA Degrees 4800 Poth Road Columbus, OH Point Beverage 421 N Portland Ave Oklahoma City, OK Cleaning Services Inc. PO BOX #95491 Las Vegas, NV A & H Prompt Lock, Key N' Safe A & H Jones Lock, Key N' Safe 1363 E Highland Ave San Bernardino, CA A Day Away...Adult Day Services E Imperial Hwy La Mirada, CA A First Solution 1522 Grinstad Drive Garland, TX A Linen Connection 2400 Dinneen Ave. Orlando, FL A Professional Locks, Inc. 940 N. Alma School Road Suite 112 Chandler, AZ A Professional Window Cleaning Window Cleaning 9679 Croke Drive Thornton, CO A R Zeff Backfow Valve Testing Co. Testing Company 3115 Foothill Blvd. #M-273 La Cresenta, CA A&A Backflow Testing & Repair, Inc. PO Box Northglenn, CO A&G Walk In Freezer Repair 708 Ginger Dr. Long Beach, CA A. Bommarito Wines 2827 S. Brentwood Blvd St Louis, MO A.B. Plumbing 2931 Vassar Drive NE Albuquerque, NM A.G. Photography, Inc Logan Ave #G Costa Mesa, CA A.J. Commercial Service 3928 Stoneridge Drive Tracy, CA A.M.G Extreme Inc dba A.M.G. Fire Service Co. PO Box 2065 Whittier, CA A.W. Newell Plumbing and Heating 2638 Talmadge Rd. Toledo, OH A+ Commercial Services, Inc. PO BOX San Jose, CA A+Refrigeration & HVAC, Inc. P.O. Box Santa Barbara, CA A-1 Action 4375 East Sahara Ave. Suite 33 Las Vegas, NV A-1 Action Plumbing & Rooter, Inc East Sahara Ave STE #33 Las Vegas, NV A-1 Advantage Asphalt, Inc Florin-Perkins Road Sacramento, CA A-1 Lock And Safe 1482 Los Angeles Ave. Simi Valley, CA A-1 Oak and Hickory 1120 N. Julia Olathe, KS AA Accurate & Affordable Striping 2678 Delta Dr Colorado Springs, CO AA Repair, Inc W. 58th Place Shawnee, KS AAA Aire Heating & Cooling LLC 4820 SW Davis Drive Raymore, MI AAA Backflow Testing & Repair, LLC PO BOX 9344 Surprise, AZ AAA Fire Protection Service dba AAA Fire Protection Services PO Box 3626 Hayward, CA AAA Flag & Banner Mfg. Co. Inc National Blvd. Los Angelas, CA AAA Landscape/Maintenance N Western Ave Oklahoma City, OK Page 1 of 339