Case 2:11-bk PC UNITED Doc STATES 598 DEPARTMENT Filed 11/10/11 OF Entered JUSTICE11/10/11 16:04:52 Desc Main Document Page 1 of 19

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1 Case 2:11-bk PC UNITED Doc STATES 598 DEPARTMENT Filed 11/10/11 OF Entered JUSTICE11/10/11 16:04:52 Desc Main Document Page 1 of 19 OFFICE OF THE UNITED STATES TRUSTEE CENTRAL DISTRICT OF CALIFORNIA In Re: CHAPTER 11 (BUSINESS) Contessa Premium Foods, Inc. Case Number: 2:11-bk PC Operating Report Number: 9 Debtor(s). For the Month Ending: 9/30/11 I. CASH RECEIPTS AND DISBURSEMENTS A. (GENERAL ACCOUNT*) 1. TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS 53,590, LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL 56,995, ACCOUNT REPORTS 3. BEGINNING BALANCE: - 4. RECEIPTS DURING CURRENT PERIOD: Accounts Receivable - Post-filing - Accounts Receivable - Pre-filing - General Sales Other (Specify) - **Other (Specify) - TOTAL RECEIPTS THIS PERIOD: - 5. BALANCE: - 6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD Transfers to Other DIP Accounts (from page 2) $ Disbursements (from page 2) - TOTAL DISBURSEMENTS THIS PERIOD:*** - 7. ENDING BALANCE: - 8. General Account Number(s): XXXXXX7525 Wells Fargo NA Depository Name & Location: Corporate Headquarters Office 420 Montgomery Street, San Francisco, CA * All receipts must be deposited into the general account. ** Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale. ***This amount should be the same as the total from page 2. After 7/15/11 this account transferred to the Aquiring Company, via the asset purchase agreement for the 363 sale. As such there is no further activity on this account after 7/15. It is shown here for Historical Case to Date reporting

2 Case 2:11-bk PC Doc 598 GENERAL Filed 11/10/11 ACCOUNTEntered 11/10/11 16:04:52 Desc Main BANK Document RECONCILIATION Page 2 of 19 Bank statement Date: 9/30/2011 Balance on Statement: $ Plus deposits in transit (a): Deposit Date Deposit Amount TOTAL DEPOSITS IN TRANSIT Less Outstanding Checks (a): Check Number Check Date Check Amount TOTAL OUTSTANDING CHECKS: Bank statement Adjustments: Explanation of Adjustments- ADJUSTED BANK BALANCE: $ * It is acceptable to replace this form with a similar form ** Please attach a detailed explanation of any bank statement adjustment This account transferred to the acquiring company on 7/15. There is no further debtor activity in this acount.

3 Case 2:11-bk PC TOTAL DISBURSEMENTS Doc 598 FROM Filed GENERAL 11/10/11 ACCOUNT Entered FOR CURRENT 11/10/11 PERIOD 16:04:52 Desc Note: This account transferred to Main the Acquiring Document Company. Page No 3 further of 19activity in this account after 7/15 Date mm/dd/yyyy Check Number Payee or DIP account Purpose *Amount Transfered **Amount Disbursed Amount $ * Fill in amounts in this column if they are TRANSFERS to another DIP account (e.g. Payroll or Tax); the "amount" column will be filled in for you. ** Fill in amounts in this column if they are DISBURSEMENTS to outside payees; the "amount" column will be filled in for you. A) After 7/15 this account transferred to the Acquiring Company. Ending balance at 7/15 was zero, per the July bank statement, as filed with the July Operating Report

4 Case 2:11-bk PC I. CASH Doc RECEIPTS 598 Filed AND 11/10/11 DISBURSEMENTS Entered 11/10/11 16:04:52 Desc Main Document Page 4 of 19 B. (PAYROLL ACCOUNT) 1. TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS 126, LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL 126, ACCOUNT REPORTS 3. BEGINNING BALANCE: 4. RECEIPTS DURING CURRENT PERIOD: * (Transferred from General Account) 5. BALANCE: 6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:*** 7. ENDING BALANCE: 8. PAYROLL Account Number(s): XXXXXX2337 Wells Fargo NA Depository Name & Location: Corporate Headquarters Office 420 Montgomery Street, San Francisco, CA After 7/15/11 this account transferred to the Aquiring Company, via the asset purchase agreement for the 363 sale. As such there is no further activity on this account after 7/15. After 7/15 this account transferred to the Acquiring Company. Ending balance at 7/15 was zero, per the July bank statement, as filed with the July Operating Report

5 Case 2:11-bk PC Doc 598 Filed 11/10/11 Entered 11/10/11 16:04:52 Desc TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD Note: This account transferred to the Main Acquiring Document Company. No Page further 5 activity of 19in this account after 7/15 Date mm/dd/yyyy Check Number Payee Purpose Amount TOTAL DISBURSEMENTS THIS PERIOD: After 7/15 this account transferred to the Acquiring Company. Ending balance at 7/15 was zero, per the July bank statement, as filed with the July Operating Report

6 Case 2:11-bk PC Doc 598 PAYROLL Filed 11/10/11 ACCOUNT Entered 11/10/11 16:04:52 Desc Main BANK Document RECONCILIATION Page 6 of 19 Bank statement Date: 9/30/2011 Balance on Statement: $ Plus deposits in transit (a): Deposit Date Deposit Amount TOTAL DEPOSITS IN TRANSIT Less Outstanding Checks (a): Check Number Check Date Check Amount TOTAL OUTSTANDING CHECKS: Bank statement Adjustments: Explanation of Adjustments- No Acitivity. This account transferred to the new aquriring company at the closing date (7/15) of the 363 sale. ADJUSTED BANK BALANCE: $ * It is acceptable to replace this form with a similar form ** Please attach a detailed explanation of any bank statement adjustment NOTE: This account transferred to the acquiring Company on 7/15, the closing date of the 363 sale. As such, debtor no longer controls this account, nor has the ability to effect transactions from it. Ending balance at 7/15 was zero, per the July bank statement, as filed with the July Operating Report

7 Case 2:11-bk PC I. CASH Doc RECEIPTS 598 Filed AND 11/10/11 DISBURSEMENTS Entered 11/10/11 16:04:52 Desc Main Document Page 7 of 19 C. (TARIFF ACCOUNT) 1. TOTAL RECEIPTS PER ALL PRIOR TARIFF ACCOUNT REPORTS 664, LESS: TOTAL DISBURSEMENTS PER ALL PRIOR TARIFF 664, ACCOUNT REPORTS 3. BEGINNING BALANCE: 0 4. RECEIPTS DURING CURRENT PERIOD: (Transferred from General Account) 5. BALANCE: 6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:*** 7. ENDING BALANCE: 8. TARIFF Account Number(s): XXXXXX3949 Wells Fargo NA Depository Name & Location: Corporate Headquarters Office 420 Montgomery Street, San Francisco, CA After 7/15/11 this account transferred to the Aquiring Company, via the asset purchase agreement for the 363 sale. As such there is no further activity on this account after 7/15. After 7/15 this account transferred to the Acquiring Company. Ending balance at 7/15 was zero, per the July bank statement, as filed with the July Operating Report

8 Case 2:11-bk PC TOTAL DISBURSEMENTS Doc 598 FROM Filed TARIFF 11/10/11 ACCOUNT Entered FOR CURRENT 11/10/11 16:04:52 PERIOD Desc Main Document Page 8 of 19 This account transferred to the acquiring company on 7/15. As such, no further activity Date mm/dd/yyyy Check Number Payee Purpose Amount TOTAL DISBURSEMENTS THIS PERIOD: After 7/15 this account transferred to the Acquiring Company. Ending balance at 7/15 was zero, per the July bank statement, as filed with the July Operating Report

9 Case 2:11-bk PC Doc 598 TARIFF Filed ACCOUNT 11/10/11 Entered 11/10/11 16:04:52 Desc Main BANK Document RECONCILIATION Page 9 of 19 Bank statement Date: 9/30/2011 Balance on Statement: $ Plus deposits in transit (a): Deposit Date Deposit Amount TOTAL DEPOSITS IN TRANSIT Less Outstanding Checks (a): Check Number Check Date Check Amount TOTAL OUTSTANDING CHECKS: Bank statement Adjustments: Explanation of Adjustments- A ADJUSTED BANK BALANCE: $ * It is acceptable to replace this form with a similar form ** Please attach a detailed explanation of any bank statement adjustment NOTE: This account transferred to the acquiring Company on 7/15, the closing date of the 363 sale. As such, debtor no longer controls this account, nor has the ability to effect transactions from it. Ending balance at 7/15 was zero, per the July bank statement, as filed with the July Operating Report

10 Case 2:11-bk PC I. CASH Doc RECEIPTS 598 Filed AND 11/10/11 DISBURSEMENTS Entered 11/10/11 16:04:52 Desc Main Document Page 10 of 19 D. (OPERATING ACCOUNT) 1. TOTAL RECEIPTS PER ALL PRIOR OPERATING ACCOUNT REPORTS 68,428, LESS: TOTAL DISBURSEMENTS PER ALL PRIOR OPERATING 61,275, ACCOUNT REPORTS 3. BEGINNING BALANCE: 7,153, RECEIPTS DURING CURRENT PERIOD: 45, (Transferred from General Account) '** 5. BALANCE: 7,198, LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:*** 373, ENDING BALANCE: 6,824, Operating Account Number(s): XXXXXX1978 Wells Fargo NA Depository Name & Location: Corporate Headquarters Office 420 Montgomery Street, San Francisco, CA ** The following items were Credits received other than from transfers from the Depositary Account After 7/15 all deposits are made directly to this one remaining bank account (the Operating Account) The other accounts used in the case (Depositary, Tariff and Payroll) all tranferred to the acquiring company after the closing of the 363 sale.

11 Case TOTAL 2:11-bk PC DISBURSEMENTS FROM Doc OPERATING 598 ACCOUNT Filed 11/10/11 FOR CURRENT Entered PERIOD 11/10/11 16:04:52 Desc Main Document Page 11 of 19 Date mm/dd/yyyy Check Number Payee or DIP account Purpose *Amount Transfered **Amount Disbursed Amount 9/12/2011 autodraft Wells Fargo Bank service fees 1, , /16/2011 ACH Pachulski Stang Ziehl Professional Fees 23, , /21/2011 ACH Imperial Capital (Pershing LLC) Professional Fees 243, , /21/2011 ACH Meurers Law Firm Pre-Petition PACA claim 78, , /1/ Holthouse Carlin Professional Fees 27, , TOTAL DISBURSEMENTS THIS PERIOD: 373, $373,848.28

12 Case 2:11-bk PC Doc 598 OPERATING Filed 11/10/11 ACCOUNTEntered 11/10/11 16:04:52 Desc Main BANK Document RECONCILIATION Page 12 of 19 Bank statement Date: 9/30/2011 Balance on Statement: $6,854, Plus deposits in transit (a): Deposit Date Deposit Amount TOTAL DEPOSITS IN TRANSIT Less Outstanding Checks (a): Check Number Check Date Check Amount /10/11 2, /10/ /20/ /06/ /01/01 27, TOTAL OUTSTANDING CHECKS: 30, Bank statement Adjustments: Explanation of Adjustments- ADJUSTED BANK BALANCE: $6,824, * It is acceptable to replace this form with a similar form ** Please attach a detailed explanation of any bank statement adjustment

13 I. E SUMMARY SCHEDULE OF CASH Case 2:11-bk PC Doc 598 Filed 11/10/11 Entered 11/10/11 16:04:52 Desc Main Document Page 13 of 19 ENDING BALANCES FOR THE PERIOD: (Provide a copy of monthly account statements for each of the below) General Account: Payroll Account: Tarriff Account: *Other Accounts: Operating Account 6,854, *Other Monies: **Petty Cash (from below): TOTAL CASH AVAILABLE: Petty Cash Transactions: Date Purpose Amount TOTAL PETTY CASH TRANSACTIONS: 0 The Debtor no longer has any Petty Cash Funds. * Specify the Type of holding (e.g. CD, Savings Account, Investment Security), and the depository name, location & account# ** Attach Exhibit Itemizing all petty cash transactions

14 Case 2:11-bk PC Doc 598 Filed 11/10/11 Entered 11/10/11 16:04:52 Desc II. STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS AND OTHER Main Document PARTIES TO EXECUTORY Page 14 CONTRACTS of 19 Post-Petition Creditor, Lessor, Etc. Frequency of Payments (Mo/Qtr) Amount of Payment payments not made (Number) Total Due Wells Fargo Bank, NA * Monthly 0 0 Wells Fargo Bank Northwest ** Monthly 0 0 GE Capital Public Finance Monthly 0 0 Lessor: Dedeaux Properties Monthly 0 0 Pacific Place Associates Monthly 0 0 Executory Contracts: General Electric Capital Corp Monthly 0 0 General Electric Capital Corp Monthly 0 0 TOTAL DUE: * The Wells Fargo Secured Loan was paid in full at the Closing date. ** On 2/11/2011 an order for rejection of the Wells Fargo Northwest lease was entered retroactive to the petition date (1/26/2011). On July 15th the Debtor closed on a 363 Sale. At that point the Wells Fargo NA Secured Loan was paid off in full. The GE Capital Public Finance item and all of the Lessor and Executory Contract items listed above were assumed by the acquiring Company. The unpaid post-petition portion of the GE Capital Public Finance item was waived/satisfied at closing. After 7/15/11 There are no longer any post petition payments required of Debtor III. TAX LIABILITIES FOR THE REPORTING PERIOD: Gross Sales Subject to Sales Tax: Total Wages Paid: Total Post-Petition Amounts Owing Amount Delinquent Date Delinquent Amount Due Federal Withholding N/A State Withholding N/A FICA- Employer's Share N/A FICA- Employee's Share N/A Federal Unemployment N/A Sales and Use N/A Real Property N/A Other: Franchise Tax N/A TOTAL: On 7/15 all of the Employees of Contessa Premium Foods, Inc. transferred to the payroll of the acquiring entity. All post-petition payroll and payroll taxes were either paid by that date, or were assumed by the acquiring entity.

15 Quarterly Period Ending (Date) Case 2:11-bk PC IV. AGING Doc OF 598 ACCOUNTS Filed 11/10/11 PAYABLE AND Entered RECEIVABLE 11/10/11 16:04:52 Desc Main Document Page 15 of 19 *Accounts Payable Accounts Receivable ** Post-Petition Pre-Petition Post-Petition 30 days or less days days days Over 120 days 1,776,00 TOTAL: 1,776,00 V. INSURANCE COVERAGE Name of Carrier Amount of Coverage Policy Expiration Date Premium Paid Through (Date) General Liability Travelers $2,000,000 11/1/2011 7/31/2011 Worker's Compensation Travelers $1,000,000 per acc. 11/1/2011 7/31/2011 Casualty Travelers $19,308,925 11/1/2011 7/31/2011 Vehicle Travelers $1,000,000 11/1/2011 7/31/2011 Others: Product Recall Travelers $1,000,000 11/1/2011 7/31/2011 Marine Cargo Zurich American $5,000,000 Continuous 7/31/2011 Foreign Liability St. Paul Fire & Marine $1,000,000 2/16/2012 2/16/2012 Umbrella Travelers $10,000,000 11/1/2011 7/31/2011 VI. UNITED STATES TRUSTEE QUARTERLY FEES (TOTAL PAYMENTS) Total Disbursements Quarterly Fees Date Paid Amount Paid Quarterly Fees Still Owing 31-Mar ,979, ,00 6-Jun ,00 30-Jun ,187, ,00 6-Jul ,00 30-Sep ,840, ,00 To be paid 11/9/11 13,00 63,00 50,00 13,00 * Post-Petition Accounts Payable SHOULD NOT include professionals' fees and expenses which have been incurred but not yet awarded by the court. Post-Petition Accounts Payable SHOULD include professionals' fees and expenses authorized by Court Order but which remain unpaid as of the close of the period report With the Sale of the company's assets via a 363 Sale, all of the company's post-petition A/P and A/R transfers to the new owner. Thus there are no balances for Post Petition A/R and A/P after 7/15. ** Accounts Receivable aging is presented Gross and is not reduced by the Allowance for Doubtful Accounts. *** Q3 Payment was made Nov 8th, 2011 for $13,000 **** Post 363 Asset Sale, Post-Petition AP transferred to buyers. All Pre-petition Accounts Receivable transferred as well, with the exception of the full amount of the City Seafoods A/R Balance

16 Case 2:11-bk PC VII SCHEDULE Doc 598 OF COMPENSATION Filed 11/10/11 PAID Entered TO INSIDERS 11/10/11 16:04:52 Desc Main Document Page 16 of 19 Name of Insider Date of Order Authorizing Compensation *Authorized Gross Compensation Gross Compensation Paid During the Month John Z. Blazevich 2/1/2011 $60,000 paid bi-weekly Louis S. Wang 2/1/2011 $2,308 paid bi-weekly Gregory J. Morrow 2/1/2011 $12,693 paid bi-weekly After July 15, 2011 there are no remaining employees of the Debtor. VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS Name of Insider Date of Order Authorizing Compensation Description Amount Paid During the Month * Please indicate how compensation was identified in the order (e.g. $1,000/week, $2,500/month) The wage order was filed on 2/1/11, and the Notices of Setting/Increasing Insider Compensation were filed on 2/3/11. Mr. Wang's employment with the company ended in February Mr. Morrow's employment with the company ended in February All employees terminated their employment as of 7/15/11, the Closing date of the sale.

17 Case 2:11-bk PC Doc 598 Filed 11/10/11 Entered 11/10/11 16:04:52 Desc Main Document Page 17 of 19

18 Case 2:11-bk PC Doc 598 Filed 11/10/11 Entered 11/10/11 16:04:52 Desc Main Document Page 18 of 19 WellsOne Account Account number: September 1, September 30, 2011 Page 1 of 2 Questions? CONTESSA PREMIUM FOODS, INC. DEBTOR IN POSSESSION CHAPTER 11 CASE W 6TH ST FL 8 SAN PEDRO CA W0 Call your Customer Service Officer or Client Services AT WELLS ( ) 5:00 AM TO 6:00 PM Pacific Time Monday - Friday Online: wellsfargo.com Write: Wells Fargo Bank, N.A. (182) PO Box San Francisco, CA Account summary WellsOne Account Account number Beginning balance Total credits Total debits Ending balance $7,156, $45, $347, $6,854, Credits Electronic deposits/bank credits Effective Posted date date Amount Transaction detail 09/09 45, Over The Counter Deposit $45, Total electronic deposits/bank credits $45, Total credits Debits Electronic debits/bank debits Effective Posted date date Amount Transaction detail 09/12 1, Client Analysis Srvc Chrg Svc Chge /16 23, WT Fed#04638 Private Bank of CA /Ftr/Bnf=Pachulski Stang Ziehl & Jones LLP Srf# IN Trn# Rfb# /21 243, WT Fed#06348 The Bank of NEW Yo /Ftr/Bnf=Pershing LLC Srf# IN Trn# Rfb# /21 78, WT Fed#02006 Nafh National Bank /Ftr/Bnf=Meuers Law Firm Pl Iota Trust Srf# IN Trn# Rfb# $346, Total electronic debits/bank debits (182) Sheet Seq = Sheet of 00002

19 Case 2:11-bk PC Doc 598 Filed 11/10/11 Entered 11/10/11 16:04:52 Desc Main Document Page 19 of 19 Account number: September 1, September 30, 2011 Page 2 of 2 Checks paid Number Amount Date /01 $ Total checks paid $347, Total debits Daily ledger balance summary Date Balance Date Balance Date Balance 08/31 7,156, /09 7,201, /16 7,176, /01 7,156, /12 7,199, /21 6,854, Average daily ledger balance $7,069, Wells Fargo Bank, N.A. All rights reserved. Member FDIC. Sheet Seq = Sheet of 00002