Canopy Statement of Financial Affairs

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

In re: CANOPY FINANCIAL, INC., Debtor.

) ) ) ) )

Chapter 11 Case No. 09-44943 Hon. Eugene R. Wedoff

STATEMENT PERTAINING TO SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS OF CANOPY FINANCIAL, INC.

On December 29, 2009, Canopy Financial, Inc. (“Canopy” or the “Debtor”) filed its

Schedules of Assets and Liabilities and Statement of Financial Affairs (collectively, the

“Schedules and SOFA”) in accordance with Federal Rule of Bankruptcy Procedure 1007(b).

1. Schedules and SOFA. The Debtor’s management has made commercially

reasonable efforts to ensure that the Schedules and SOFA are accurate and complete based on

information that was available at the time of preparation. However, as a result of the events

precipitating the Debtor’s bankruptcy filing, namely the discovery of significant financial and

accounting irregularities, many of the Debtor’s historical records are unavailable or inaccurate,

and the Schedules and SOFA may require substantial amendments or revisions to the extent

additional information is uncovered. In addition, the Schedules and SOFA may contain

inadvertent errors or omissions. Accordingly, the Debtor reserves its right to amend the

Schedules and SOFA as may be necessary or appropriate. This statement is incorporated by

reference in, and comprises an integral part of, the Schedules and SOFA, and should be referred

to and reviewed in connection with any review of the Schedules and SOFA.

2. Summary of Reporting Policies for Schedules and SOFA. The Schedules and

SOFA have been verified by Robert Angart, the Debtor’s Chief Operating Officer, who was

retained by the Debtor one day before the Petition Date. In reviewing and signing the Schedules

Case 09-44943 Doc 87 Filed 12/29/09 Entered 12/29/09 16:40:14 Desc Main Document Page 1 of 25

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and SOFA, Mr. Angart necessarily relied upon the efforts, statements, and representations of

other of the Debtor’s personnel and professionals. Mr. Angart has not (and could not have)

personally verified the accuracy of each such statement and representation, including statements

and representations concerning amounts owed to creditors and their addresses.

3. Causes of Action. The Debtor has not set forth all causes of action against all

third parties as assets in its Schedules and SOFA. The Debtor reserves all of its rights with

respect to any causes of action it may have, and nothing contained in the Schedules and SOFA

shall be deemed a waiver of any such causes of action.

4. Claims. Except as otherwise agreed in accordance with a stipulation or agreed

order or any other order entered by the Bankruptcy Court, the Debtor reserves its rights to

dispute or challenge the validity, perfection or immunity from avoidance of any lien purported to

be granted or perfected in any specific asset to a secured creditor listed on Schedule D. In

addition, Schedules D, E and F permit the Debtor to designate a claim as disputed, contingent

and/or unliquidated. A failure to designate a claim on any of these Schedules as disputed,

contingent and/or unliquidated does not constitute an admission that such claim is not subject to

objection. The Debtor reserves the right to dispute, or assert offsets or defenses to any claim

reflected on these Schedules as to nature, amount, liability or status, or to otherwise subsequently

designate any claim as disputed, contingent, or unliquidated.

5. Schedule G. While reasonable best efforts have been made to ensure the accuracy

of Schedule G, inadvertent errors or omissions may have occurred. The Debtor hereby reserves

all rights to dispute the validity, status or enforceability of any contracts, agreements or leases set

forth in Schedule G and to amend or supplement such Schedule as necessary. Additionally,

listing a contract or lease in this Schedule shall not be deemed an admission that such contract is


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an executory contract or unexpired lease, or that it is necessarily a binding, valid and enforceable

contract.


B7 (Official Form 7) (12/07)

Software Copyright (c) 1996-2009 Best Case Solutions, Inc. - Evanston, IL - (800) 492-8037 Best Case Bankruptcy

United States Bankruptcy Court Northern District of Illinois, Eastern Division

In re Canopy Financial, Inc. Case No. 09-44943 Debtor(s) Chapter 11

STATEMENT OF FINANCIAL AFFAIRS

This statement is to be completed by every debtor. Spouses filing a joint petition may file a single statement on which the information for both spouses is combined. If the case is filed under chapter 12 or chapter 13, a married debtor must furnish information for both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed. An individual debtor engaged in business as a sole proprietor, partner, family farmer, or self-employed professional, should provide the information requested on this statement concerning all such activities as well as the individual's personal affairs. To indicate payments, transfers and the like to minor children, state the child's initials and the name and address of the child's parent or guardian, such as "A.B., a minor child, by John Doe, guardian." Do not disclose the child's name. See, 11 U.S.C. § 112; Fed. R. Bankr. P. 1007(m).

Questions 1 - 18 are to be completed by all debtors. Debtors that are or have been in business, as defined below, also must complete Questions 19 - 25. If the answer to an applicable question is "None," mark the box labeled "None." If additional space is needed for the answer to any question, use and attach a separate sheet properly identified with the case name, case number (if known), and the number of the question.

DEFINITIONS

"In business." A debtor is "in business" for the purpose of this form if the debtor is a corporation or partnership. An individual debtor is "in business" for the purpose of this form if the debtor is or has been, within six years immediately preceding the filing of this bankruptcy case, any of the following: an officer, director, managing executive, or owner of 5 percent or more of the voting or equity securities of a corporation; a partner, other than a limited partner, of a partnership; a sole proprietor or self-employed full-time or part-time. An individual debtor also may be "in business" for the purpose of this form if the debtor engages in a trade, business, or other activity, other than as an employee, to supplement income from the debtor's primary employment.

"Insider." The term "insider" includes but is not limited to: relatives of the debtor; general partners of the debtor and their relatives; corporations of which the debtor is an officer, director, or person in control; officers, directors, and any owner of 5 percent or more of the voting or equity securities of a corporate debtor and their relatives; affiliates of the debtor and insiders of such affiliates; any managing agent of the debtor. 11 U.S.C. § 101.

__________________________________________


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1. Income from employment or operation of business

State the gross amount of income the debtor has received from employment, trade, or profession, or from operation of the debtor's business, including part-time activities either as an employee or in independent trade or business, from the beginning of this calendar year to the date this case was commenced. State also the gross amounts received during the two years immediately preceding this calendar year. (A debtor that maintains, or has maintained, financial records on the basis of a fiscal rather than a calendar year may report fiscal year income. Identify the beginning and ending dates of the debtor's fiscal year.) If a joint petition is filed, state income for each spouse separately. (Married debtors filing under chapter 12 or chapter 13 must state income of both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

In November 2009, the Debtor discovered that the purportedly audited financial statements provided to its investors and lenders were fraudulent, and upon further investigation uncovered other significant financial and accounting irregularities. The two officers of the Debtor implicated in the fraud were removed from management, and one of those officers since has been arrested and charged with wire fraud. The Debtor has further determined that a substantial amount of health savings account (“HSA”) funds belonging to certain of the Debtor’s customers also were misappropriated. Although the Debtor has engaged forensic accountants to, inter alia, identify and analyze transfers and other key historical information, based on existing information presently available to the Debtor, the Debtor cannot accurately respond to SOFA Question 1 (income from employment or operations of business). The Debtor intends to amend the SOFA to the extent it is able to provide an accurate answer to SOFA Question 1 in the future.

None

2. Income other than from employment or operation of business

State the amount of income received by the debtor other than from employment, trade, profession, or operation of the debtor's business during the two years immediately preceding the commencement of this case. Give particulars. If a joint petition is filed, state income for each spouse separately. (Married debtors filing under chapter 12 or chapter 13 must state income for each spouse whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

In November 2009, the Debtor discovered that the purportedly audited financial statements provided to its investors and lenders were fraudulent, and upon further investigation uncovered other significant financial and accounting irregularities. The two officers of the Debtor implicated in the fraud were removed from management, and one of those officers since has been arrested and charged with wire fraud. The Debtor has further determined that a substantial amount of HSA funds belonging to certain of the Debtor’s customers also were misappropriated. Although the Debtor has engaged forensic accountants to, inter alia, identify and analyze transfers and other key historical information, based on existing information presently available to the Debtor, the Debtor cannot accurately respond to SOFA Question 2 (income other than from employment or operations of business). The Debtor intends to amend the SOFA to the extent it is able to provide an accurate answer to SOFA Question 2 in the future.


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3. Payments to creditors

Complete a. or b., as appropriate, and c.

a. Individual or joint debtor(s) with primarily consumer debts. List all payments on loans, installment purchases of goods or services, and other debts to any creditor made within 90 days immediately preceding the commencement of this case unless the aggregate value of all property that constitutes or is affected by such transfer is less than $600. Indicate with an (*) any payments that were made to a creditor on account of a domestic support obligation or as part of an alternative repayment schedule under a plan by an approved nonprofit budgeting and creditor counseling agency. (Married debtors filing under chapter 12 or chapter 13 must include payments by either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS

OF CREDITOR DATES OF PAYMENTS AMOUNT PAID

AMOUNT STILL OWING

None

b. Debtor whose debts are not primarily consumer debts: List each payment or other transfer to any creditor made within 90 days immediately preceding the commencement of the case unless the aggregate value of all property that constitutes or is affected by such transfer is less than $5,475. If the debtor is an individual, indicate with an asterisk (*) any payments that were made to a creditor on account of a domestic support obligation or as part of an alternative repayment schedule under a plan by an approved nonprofit budgeting and creditor counseling agency. (Married debtors filing under chapter 12 or chapter 13 must include payments by either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

SEE ATTACHMENT 3B

None

c. All debtors: List all payments made within one year immediately preceding the commencement of this case to or for the benefit of creditors who are or were insiders. (Married debtors filing under chapter 12 or chapter 13 must include payments by either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

SEE ATTACHMENT 3C The Debtor is continuing to investigate transfers made within the year preceding the Petition Date. The Debtor has identified transfers for which (a) the transfer was made to an entity that does not appear to be a regular vendor or supplier to the Debtor; or (b) the Debtor is currently unable to identify the recipient of the transfer. The Debtor is investigating the nature of these transfers to determine whether they were made to or for the benefit of any of the Debtor's insiders. To the extent the Debtor identifies additional insider transfers, the Debtor intends to amend the SOFA to supplement its answer to Question 3c. Please note that Attachment 3c also does not include any payroll-related transfers to insiders that were processed through Paychex.

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4. Suits and administrative proceedings, executions, garnishments and attachments

a. List all suits and administrative proceedings to which the debtor is or was a party within one year immediately preceding the filing of this bankruptcy case. (Married debtors filing under chapter 12 or chapter 13 must include information concerning either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

CAPTION OF SUIT AND CASE NUMBER NATURE OF PROCEEDING

COURT OR AGENCY AND LOCATION

STATUS OR DISPOSITION

Securities and Exch. Comm'n v. Canopy Financial, Inc., et al. (No. 09-CV-7429)

Enforcement Action U.S. District Court, N.D. Ill. Pending


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b. Describe all property that has been attached, garnished or seized under any legal or equitable process within one year immediately preceding the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include information concerning property of either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS OF PERSON FOR WHOSE

BENEFIT PROPERTY WAS SEIZED DATE OF SEIZURE DESCRIPTION AND VALUE OF

PROPERTY

None

5. Repossessions, foreclosures and returns

List all property that has been repossessed by a creditor, sold at a foreclosure sale, transferred through a deed in lieu of foreclosure or returned to the seller, within one year immediately preceding the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include information concerning property of either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS OF CREDITOR OR SELLER

DATE OF REPOSSESSION, FORECLOSURE SALE,

TRANSFER OR RETURN DESCRIPTION AND VALUE OF

PROPERTY

None

6. Assignments and receiverships

a. Describe any assignment of property for the benefit of creditors made within 120 days immediately preceding the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include any assignment by either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS OF ASSIGNEE DATE OF ASSIGNMENT TERMS OF ASSIGNMENT OR SETTLEMENT

None

b. List all property which has been in the hands of a custodian, receiver, or court-appointed official within one year immediately preceding the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include information concerning property of either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS OF CUSTODIAN

NAME AND LOCATION OF COURT

CASE TITLE & NUMBER DATE OF ORDER

DESCRIPTION AND VALUE OF PROPERTY

None

7. Gifts

List all gifts or charitable contributions made within one year immediately preceding the commencement of this case except ordinary and usual gifts to family members aggregating less than $200 in value per individual family member and charitable contributions aggregating less than $100 per recipient. (Married debtors filing under chapter 12 or chapter 13 must include gifts or contributions by either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

In November 2009, the Debtor discovered that the purportedly audited

financial statements provided to its investors and lenders were fraudulent, and upon further investigation uncovered other significant financial and accounting irregularities. The two officers of the Debtor implicated in the fraud were removed from management, and one of those officers since has been arrested and charged with wire fraud. The Debtor has further determined that a substantial amount of HSA funds belonging to certain of the Debtor’s customers also were misappropriated. Although the Debtor has engaged forensic accountants to, inter alia, identify and analyze transfers and other key historical information, based on existing information presently available to the Debtor, the Debtor cannot accurately determine whether any transfers from Canopy were “gifts” and therefore cannot accurately respond to SOFA Question 7 (Gifts). The Debtor intends to amend the SOFA to the extent it is able to provide an accurate answer to SOFA Question 7 in the future.


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None

8. Losses

List all losses from fire, theft, other casualty or gambling within one year immediately preceding the commencement of this case or since the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include losses by either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

In November 2009, the Debtor discovered that the purportedly audited

financial statements provided to its investors and lenders were fraudulent, and upon further investigation uncovered other significant financial and accounting irregularities. The two officers of the Debtor implicated in the fraud were removed from management, and one of those officers since has been arrested and charged with wire fraud. The Debtor has further determined that a substantial amount of HSA funds belonging to certain of the Debtor’s customers also were misappropriated. Although the Debtor has engaged forensic accountants to, inter alia, identify and analyze transfers and other key historical information, and also believes that it was indeed the victim of theft losses, based on existing information presently available to the Debtor, the Debtor cannot accurately determine whether which transfers from Canopy were theft losses and therefore cannot accurately respond to SOFA Question 8 (Losses). The Debtor intends to amend the SOFA to the extent it is able to provide an accurate answer to SOFA Question 8 in the future.

None

9. Payments related to debt counseling or bankruptcy

List all payments made or property transferred by or on behalf of the debtor to any persons, including attorneys, for consultation concerning debt consolidation, relief under the bankruptcy law or preparation of the petition in bankruptcy within one year immediately preceding the commencement of this case.

NAME AND ADDRESS OF PAYEE

DATE OF PAYMENT, NAME OF PAYOR IF OTHER

THAN DEBTOR

AMOUNT OF MONEY OR DESCRIPTION AND VALUE

OF PROPERTY Jenner & Block LLP 353 N. Clark St. Chicago, IL 60653

11/20/2009 150,000.00

Alvarez & Marsal(1) Two Liberty Square Boston, MA 02109

11/20/2009; 11/25/2009 450,000.00

(1) Alvarez & Marsal was engaged on November 11, 2009 to provide forensic accounting services to assist Canopy's Board of Directors. After the Board determined that a bankruptcy filing was in the best interests of Canopy, Alvarez & Marsal also performed certain services in contemplation of Canopy's chapter 11 filing. A $200,000 retainer Alvarez & Marsal received on November 20, 2009 and a $250,000 retainer Alvarez & Marsal received on November 25, 2009 related both to services provided in contemplation of bankruptcy and general forensic accounting services. As of the Petition Date, Alvarez & Marsal had billed $317,585 for services provided in contemplation of bankruptcy as well as for general forensic accounting services, and had received an aggregate retainer of $650,000.


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None

10. Other transfers

a. List all other property, other than property transferred in the ordinary course of the business or financial affairs of the debtor, transferred either absolutely or as security within two years immediately preceding the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include transfers by either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

In November 2009, the Debtor discovered that the purportedly audited financial statements provided to its investors and lenders were fraudulent, and upon further investigation uncovered other significant financial and accounting irregularities. The two officers of the Debtor implicated in the fraud were removed from management, and one of those officers since has been arrested and charged with wire fraud. The Debtor has further determined that a substantial amount of HSA funds belonging to certain of the Debtor’s customers also were misappropriated. Although the Debtor has engaged forensic accountants to, inter alia, identify and analyze transfers and other key historical information, and also believes that it was indeed the victim of theft losses, based on existing information presently available to the Debtor, the Debtor cannot accurately determine whether which transfers from Canopy were theft losses and therefore cannot accurately respond to SOFA Question 10 (Other transfers). The Debtor intends to amend the SOFA to the extent it is able to provide an accurate answer to SOFA Question 10 in the future.

None

b. List all property transferred by the debtor within ten years immediately preceding the commencement of this case to a self-settled trust or similar device of which the debtor is a beneficiary.

NAME OF TRUST OR OTHER DEVICE DATE(S) OF

TRANSFER(S)

AMOUNT OF MONEY OR DESCRIPTION AND VALUE OF PROPERTY OR DEBTOR'S INTEREST IN PROPERTY

None

11. Closed financial accounts

List all financial accounts and instruments held in the name of the debtor or for the benefit of the debtor which were closed, sold, or otherwise transferred within one year immediately preceding the commencement of this case. Include checking, savings, or other financial accounts, certificates of deposit, or other instruments; shares and share accounts held in banks, credit unions, pension funds, cooperatives, associations, brokerage houses and other financial institutions. (Married debtors filing under chapter 12 or chapter 13 must include information concerning accounts or instruments held by or for either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS OF INSTITUTION TYPE OF ACCOUNT, LAST FOUR DIGITS OF ACCOUNT NUMBER, AMOUNT OF FINAL BALANCE DATE OF CLOSING

Fifth Third Bank ATTN: Mary Dowers 38 Fountain Sq. Cincinnati, OH 45263

Operating ****1971 $0 Closed: 8/4/2008 Clearing ****2243 $0 Closed: 8/6/2008 Clearing ****2359 $0 Closed: 8/20/2008 Clearing ****2748 $0 Closed: 8/4/2008 Clearing ****7538 $0 Closed: 8/4/2008 Operating ****7546 $0 Closed: 8/15/2008 Clearing ****1963 $0 Closed: 10/14/2008 Custodial ****7481 $0 Closed: 1/15/2008


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NAME AND ADDRESS OF INSTITUTION TYPE OF ACCOUNT, LAST FOUR DIGITS OF ACCOUNT NUMBER, AMOUNT OF FINAL BALANCE DATE OF CLOSING

Northern Trust Co. ATTN: Denise Stroz 50 S. LaSalle St., M-27 Chicago, IL 60603

Operating ****9594 $0 Closed: Prior to 11/16/2009 Operating ****9688 $0 Closed: Prior to 11/16/2009 Operating ****9691 $0 Closed: Prior to 11/16/2009 Operating ****9700 $0 Closed: 11/18/2009 Clearing ****1466 $0 Closed: 11/18/2009 Clearing ****9602 $0 Closed: 11/3/2009 Clearing ****9701 $0 Closed: 10/29/2009 Clearing ****9746 $0 Closed: 10/30/2009 Clearing ****9937 $0 Closed: 11/18/2009 Operating ****9348 $0 Closed: 11/5/2009

Silicon Valley Bank ATTN: Stephanie O'Donnell 185 Berry St. Lobby 1, Ste. 3000 San Francisco, CA 94107

Operating ****3059 $0 Closed 11/16/2009

Amcore Bank ATTN: Caroline Matchen 1180 E. Higgins Rd. Schaumburg, IL 60173

Clearing ****5005 $0 Closed: 8/6/2009 Clearing ****5038 $0 Closed: 3/11/2009 Investment ***8297 $0 Closed: 4/13/2009

Ridgestone Bank ATTN: Eileen F. Carr 10 N. Martingale Rd., Ste. 100 Schaumburg, IL 60173

Custodial ****0165 $0 Closed: 8/10/2009 Custodial ****0164 $0 Closed: 8/11/2009 Clearing ****0312 $0 Closed: 8/11/2009

None

12. Safe deposit boxes

List each safe deposit or other box or depository in which the debtor has or had securities, cash, or other valuables within one year immediately preceding the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include boxes or depositories of either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS OF BANK OR OTHER DEPOSITORY

NAMES AND ADDRESSES OF THOSE WITH ACCESS TO BOX OR DEPOSITORY

DESCRIPTION OF CONTENTS

DATE OF TRANSFER OR SURRENDER, IF ANY

None

13. Setoffs

List all setoffs made by any creditor, including a bank, against a debt or deposit of the debtor within 90 days preceding the commencement of this case. (Married debtors filing under chapter 12 or chapter 13 must include information concerning either or both spouses whether or not a joint petition is filed, unless the spouses are separated and a joint petition is not filed.)

NAME AND ADDRESS OF CREDITOR DATE OF SETOFF AMOUNT OF SETOFF


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None

14. Property held for another person

List all property owned by another person that the debtor holds or controls.

DESCRIPTION AND VALUE OF PROPERTY

As of the Petition Date, the Debtor maintained in certain accounts funds that appear

to have been deposited by or held for the benefit of, or are the proceeds of funds deposited by or held for the benefit of, customers and/or employees of Coventry Health Care, Dewitt Stern Group, Workable Solutions, ISU Financial Services, Inc., Shawnee Administrative Services, LLC, Veritas Health Systems Administrators and Insurance, and the Debtor itself (Wellfund). As of November 30, 2009, approximately $1,754,046 remained in such accounts; according to the Debtor’s records, $21,116,117.54 should have been maintained in custodial accounts for the benefit of these entities and their customers. As previously disclosed, the Debtor has determined that a substantial amount of funds belonging to these customers have been misappropriated. The Debtor is continuing to investigate the facts and circumstances surrounding these misappropriations and intends to amend the SOFA to the extent it is able to provide additional information in response to SOFA Question 14 in the future.

None

15. Prior address of debtor

If the debtor has moved within three years immediately preceding the commencement of this case, list all premises which the debtor occupied during that period and vacated prior to the commencement of this case. If a joint petition is filed, report also any separate address of either spouse.

ADDRESS NAME USED DATES OF OCCUPANCY

None

16. Spouses and Former Spouses

If the debtor resides or resided in a community property state, commonwealth, or territory (including Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Puerto Rico, Texas, Washington, or Wisconsin) within eight years immediately preceding the commencement of the case, identify the name of the debtor’s spouse and of any former spouse who resides or resided with the debtor in the community property state.

NAME

17. Environmental Information.

For the purpose of this question, the following definitions apply:

"Environmental Law" means any federal, state, or local statute or regulation regulating pollution, contamination, releases of hazardous or toxic substances, wastes or material into the air, land, soil, surface water, groundwater, or other medium, including, but not limited to, statutes or regulations regulating the cleanup of these substances, wastes, or material.

"Site" means any location, facility, or property as defined under any Environmental Law, whether or not presently or formerly owned or operated by the debtor, including, but not limited to, disposal sites.

"Hazardous Material" means anything defined as a hazardous waste, hazardous substance, toxic substance, hazardous material, pollutant, or contaminant or similar term under an Environmental Law

None

a. List the name and address of every site for which the debtor has received notice in writing by a governmental unit that it may be liable or potentially liable under or in violation of an Environmental Law. Indicate the governmental unit, the date of the notice, and, if known, the Environmental Law:

SITE NAME AND ADDRESS NAME AND ADDRESS OF GOVERNMENTAL UNIT

DATE OF NOTICE

ENVIRONMENTAL LAW


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None

b. List the name and address of every site for which the debtor provided notice to a governmental unit of a release of Hazardous Material. Indicate the governmental unit to which the notice was sent and the date of the notice.

SITE NAME AND ADDRESS NAME AND ADDRESS OF GOVERNMENTAL UNIT

DATE OF NOTICE

ENVIRONMENTAL LAW

None

c. List all judicial or administrative proceedings, including settlements or orders, under any Environmental Law with respect to which the debtor is or was a party. Indicate the name and address of the governmental unit that is or was a party to the proceeding, and the docket number.

NAME AND ADDRESS OF GOVERNMENTAL UNIT DOCKET NUMBER STATUS OR DISPOSITION

None

18 . Nature, location and name of business

a. If the debtor is an individual, list the names, addresses, taxpayer identification numbers, nature of the businesses, and beginning and ending dates of all businesses in which the debtor was an officer, director, partner, or managing executive of a corporation, partner in a partnership, sole proprietor, or was self-employed in a trade, profession, or other activity either full- or part-time within six years immediately preceding the commencement of this case, or in which the debtor owned 5 percent or more of the voting or equity securities within six years immediately preceding the commencement of this case.

If the debtor is a partnership, list the names, addresses, taxpayer identification numbers, nature of the businesses, and beginning and ending dates of all businesses in which the debtor was a partner or owned 5 percent or more of the voting or equity securities, within six years immediately preceding the commencement of this case.

If the debtor is a corporation, list the names, addresses, taxpayer identification numbers, nature of the businesses, and beginning and ending dates of all businesses in which the debtor was a partner or owned 5 percent or more of the voting or equity securities within six years immediately preceding the commencement of this case.

NAME

LAST FOUR DIGITS OF SOCIAL-SECURITY OR OTHER INDIVIDUAL TAXPAYER-I.D. NO. (ITIN)/ COMPLETE EIN ADDRESS NATURE OF BUSINESS

BEGINNING AND ENDING DATES

None

b. Identify any business listed in response to subdivision a., above, that is "single asset real estate" as defined in 11 U.S.C. § 101.

NAME ADDRESS

The following questions are to be completed by every debtor that is a corporation or partnership and by any individual debtor who is or has been, within six years immediately preceding the commencement of this case, any of the following: an officer, director, managing executive, or owner of more than 5 percent of the voting or equity securities of a corporation; a partner, other than a limited partner, of a partnership, a sole proprietor or self-employed in a trade, profession, or other activity, either full- or part-time.

(An individual or joint debtor should complete this portion of the statement only if the debtor is or has been in business, as defined above, within six years immediately preceding the commencement of this case. A debtor who has not been in business within those six years should go directly to the signature page.)

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19. Books, records and financial statements

a. List all bookkeepers and accountants who within two years immediately preceding the filing of this bankruptcy case kept or supervised the keeping of books of account and records of the debtor.

NAME AND ADDRESS DATES SERVICES RENDERED Jeremy Blackburn 12/14/2004 to 11/10/2009

Anthony Banas 12/14/2004 to 11/10/2009

John Ingram (Maintained certain lists of receipts and disbursements) 3/1/2007 to Present

None

b. List all firms or individuals who within the two years immediately preceding the filing of this bankruptcy case have audited the books of account and records, or prepared a financial statement of the debtor.


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NAME ADDRESS DATES SERVICES RENDERED

None

c. List all firms or individuals who at the time of the commencement of this case were in possession of the books of account and records of the debtor. If any of the books of account and records are not available, explain.

NAME

Robert Angart, Chief Operating Officer

John Ingram, Vice President, Administration

As previously disclosed, in November 2009, the Debtor discovered that the purportedly audited financial statements provided to its investors and lenders were fraudulent, and upon further investigation uncovered other significant financial and accounting irregularities. The two officers of the Debtor implicated in the fraud were removed from management, and one of those officers since has been arrested and charged with wire fraud. A number of bank and other financial records pertaining to the Debtor's business cannot be located, and the Debtor has engaged forensic accountants to, inter alia, identify key historical financial and bank data. It is not clear whether these records were ever maintained in the ordinary course of the Debtor's business, or whether the books and records in question were wrongfully removed, concealed or destroyed.

None

d. List all financial institutions, creditors and other parties, including mercantile and trade agencies, to whom a financial statement was issued by the debtor within two years immediately preceding the commencement of this case.

NAME AND ADDRESS Spectrum Equity Investors V, LP ATTN: Michael J. Kennealy, Managing Director 333 Middlefield Rd., Ste. 200 Menlo Park, CA 94025 Federal Trade Commission 600 Pennsylvania Ave., N.W. Washington, DC 20580 Venture Lending & Leasing IV, Inc. Venture Lending & Leasing V, Inc. 2010 N. 1st St., Ste. 310 San Jose, CA 05131 The Hartford Twin Cities Fire Ins. Col. Indianapolis, IN 46268

As previously disclosed, the Debtor has determined that its purportedly

audited financial statements for 2008 contained fraudulent information and accounting irregularities. These financial statements were provided to Venture Lending & Leasing IV, Inc. and Venture Lending & Leasing V, Inc., the Federal Trade Commission, and Spectrum Equity Investors V, LP, and also may have been provided to other third parties. In addition, other persons or entities may have received other financial statements; the Debtor is presently unable to determine whether those financial statements


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contained any materially inaccurate information. The Debtor intends to amend the SOFA to the extent it identifies additional information responsive to SOFA Question 19(d) in the future.

None

20. Inventories

a. List the dates of the last two inventories taken of your property, the name of the person who supervised the taking of each inventory, and the dollar amount and basis of each inventory.

DATE OF INVENTORY INVENTORY SUPERVISOR DOLLAR AMOUNT OF INVENTORY (Specify cost, market or other basis)

None

b. List the name and address of the person having possession of the records of each of the two inventories reported in a., above.

DATE OF INVENTORY NAME AND ADDRESSES OF CUSTODIAN OF INVENTORY RECORDS

None

21 . Current Partners, Officers, Directors and Shareholders

a. If the debtor is a partnership, list the nature and percentage of partnership interest of each member of the partnership.

NAME AND ADDRESS NATURE OF INTEREST PERCENTAGE OF INTEREST

None

b. If the debtor is a corporation, list all officers and directors of the corporation, and each stockholder who directly or indirectly owns, controls, or holds 5 percent or more of the voting or equity securities of the corporation.

NAME AND ADDRESS TITLE

NATURE AND PERCENTAGE OF STOCK OWNERSHIP

Anthony Banas

Former Director, Former Chief Technology Officer

Common Stock - 13.8421%

Jeremy Blackburn

Former Director, Former President

Common Stock - 23.0702%

Foundation Capital

Shareholder Series C-1 Preferred Stock - 100%

David Frankel & Associates

Shareholder Series A Preferred Stock - 44.5377%

Granite Global Ventures III LP

Shareholder Series B Preferred Stock - 100%Series C Preferred Stock - 100%

Scott Hazdra

Chief Security Officer 0

John Ingram

Chief Administrative Officer

0

Vikram Kashyap 60 Haver Ave., Apt. 23A New York, NY 10032

Chairman of the Board, Chief Executive Officer

55.3685% of Common Stock


12


NAME AND ADDRESS TITLE

NATURE AND PERCENTAGE OF STOCK OWNERSHIP

Michael J. Kennealy

Director 0

The Moti and Suman Kashyap Family Trust


John Powers

Director Series A Preferred Stock - 6.3625

Spectrum Equity Investors V

Shareholder Series D Preferred Stock - 83.3334%

STG Partners


None

22 . Former partners, officers, directors and shareholders

a. If the debtor is a partnership, list each member who withdrew from the partnership within one year immediately preceding the commencement of this case.

NAME ADDRESS DATE OF WITHDRAWAL

None

b. If the debtor is a corporation, list all officers, or directors whose relationship with the corporation terminated within one year immediately preceding the commencement of this case.

NAME AND ADDRESS TITLE DATE OF TERMINATION Anthony Banas

Chief Technology Officer November 2009

Jeremy Blackburn

Director/President/Chief Operating Officer

November 2009

Vikram Kashyap

Chief Executive Officer November 2009

Glenn Solomon

Director Summer 2009

Charles Drucker Director December 2008

None

23 . Withdrawals from a partnership or distributions by a corporation

If the debtor is a partnership or corporation, list all withdrawals or distributions credited or given to an insider, including compensation in any form, bonuses, loans, stock redemptions, options exercised and any other perquisite during one year immediately preceding the commencement of this case.

NAME & ADDRESS OF RECIPIENT, RELATIONSHIP TO DEBTOR

DATE AND PURPOSE OF WITHDRAWAL

AMOUNT OF MONEY OR DESCRIPTION AND VALUE OF PROPERTY


13


None

24. Tax Consolidation Group.

If the debtor is a corporation, list the name and federal taxpayer identification number of the parent corporation of any consolidated group for tax purposes of which the debtor has been a member at any time within six years immediately preceding the commencement of the case.

NAME OF PARENT CORPORATION TAXPAYER IDENTIFICATION NUMBER (EIN)

None

25. Pension Funds.

If the debtor is not an individual, list the name and federal taxpayer identification number of any pension fund to which the debtor, as an employer, has been responsible for contributing at any time within six years immediately preceding the commencement of the case.

NAME OF PENSION FUND TAXPAYER IDENTIFICATION NUMBER (EIN)

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I declare under penalty of perjury that I have read the answers contained in the foregoing statement of financial affairs and any attachments thereto and that they are true and correct to the best of my knowledge, information and belief.

Date December 29, 2009 Signature /s/ Robert Angart Robert Angart Chief Operating Officer

[An individual signing on behalf of a partnership or corporation must indicate position or relationship to debtor.]

Penalty for making a false statement: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§ 152 and 3571


ATTACHMENT 3B

DATE PAYEE AMOUNT08/25/09 David Evans $155,310.1108/25/09 Douglas Matthew Ghernon $31,059.3508/25/09 Jeffrey Thomas $31,059.3508/25/09 Moneesha Prokash $126,595.2408/25/09 Pendragon NA $114,243.9308/25/09 Silicon Valley Bank - Service Charges $30.0008/26/09 Coca Cola $577.9108/26/09 Matthew Copell $60,744.1408/26/09 Peter Masucci $38,827.5308/26/09 Silicon Valley Bank - Service Charges $9.1108/27/09 Jonathan Asher Lewin $31,059.3508/27/09 Marc Hamid $419,896.5008/27/09 S. Taylor Glover $310,620.2108/27/09 Seth Bair $31,059.3508/27/09 Stephens Family Trust $155,310.1108/28/09 Accountemps $8,851.0508/28/09 Compensia, Inc. $7,729.5208/28/09 Paychex - Payroll $386,541.0008/31/09 American Express $33,000.0008/31/09 Credit Card Management Corp. $16,384.2008/31/09 Jeremy Blackburn $916,000.0008/31/09 RMT Holdings, LLC $38,827.5309/01/09 Airways Freight $4,949.7309/01/09 Perkins Coie, LLP $226.0009/01/09 Scott Robert Stephens $62,118.7009/01/09 Venture Lending $66,204.6209/01/09 Venture Lending $163,476.3209/02/09 Coastal International $1,935.3909/02/09 On the Side Investments, LLC $2,263.2709/02/09 On the Side Investments, LLC $23,678.5809/03/09 Finance 2000 LLC $305,662.3209/03/09 Greg Harris $196,000.0009/03/09 Lakeshore MC $23,750.0009/03/09 UMB - Service Charges $36.0009/03/09 UMB - Service Charges $36.0009/03/09 UMB - Service Charges $72.0009/04/09 AmpCo System Parking $375.0009/04/09 Ping Identity $8,000.0009/04/09 SVB Analytics $9,000.0009/08/09 Paychex - Payroll $1,837.2909/08/09 Silicon Valley Bank - Service Charges $36.0009/09/09 Celent $4,625.0009/09/09 Creative Works $337.2509/09/09 Paychex - Payroll $809.3509/09/09 Paychex - Payroll $1,633.3609/09/09 Paychex - Payroll $324,620.6309/09/09 Silicon Valley Bank - Service Charges $36.0009/09/09 TRC Environmental Corporation $24,439.1809/10/09 First Data Resources - Fees $11,399.7909/10/09 Paychex - Payroll $1,970.1409/10/09 Paychex - Payroll $16,648.11

Page 1 of 7


ATTACHMENT 3B

DATE PAYEE AMOUNT09/10/09 Paychex - Payroll $117,057.6909/11/09 American Express $150,000.0009/11/09 Paychex - Payroll $1,500.0009/14/09 CDW $34,826.8909/14/09 Dell Marketing LP $1,992.4709/14/09 ThoughtWorks $48,070.0009/15/09 Paychex - Payroll $1,217.2109/15/09 Splice Communications $12,398.5309/15/09 Wellpoint $32,500.3509/16/09 230 West Monroe PT, LLC $41,807.7209/16/09 Dell Marketing LP $144,420.3709/16/09 Paychex - Payroll $1,395.3709/16/09 Phoenix Life Insurance Company $1,115.0009/17/09 First Data Resources - Fees $22.9009/17/09 Hipskind Technology Solutions Group $9,941.3109/17/09 Rex Electric & Technologies, LLC $17,149.5009/18/09 Coloserv $2,805.0009/18/09 Fifth Third Bank $5,229.8909/18/09 Fifth Third Bank $5,289.3509/21/09 Accountemps $4,534.5509/21/09 Dow Jones & Company $2,500.0009/21/09 First Data Resources - Fees $48.8609/21/09 Lincoln National $4,253.7709/21/09 Morningstar Inc $9,625.0009/21/09 Net Jets $311,463.0009/21/09 Personix (Fiserv) $375.0009/21/09 Thomson Reuters $2,523.0609/22/09 3Core Software Corporation $2,400.0009/22/09 First Data Resources - Fees $2.6509/23/09 Coca Cola $227.7409/23/09 Compensia, Inc. $1,479.7609/23/09 FedEx $4,860.9909/23/09 First Data Resources - Fees $0.4409/23/09 First Data Resources - Fees $0.8809/23/09 First Data Resources - Fees $5.2909/23/09 First Data Resources - Fees $22.8909/23/09 Paychex - Payroll $541.8609/23/09 Paychex - Payroll $1,864.1309/23/09 Paychex - Payroll $299,788.9609/23/09 Wilson Sonsini Goodrich & Rosati $68,893.0009/24/09 Bedros Orunckiel $57,000.0009/24/09 First Data Resources - Fees $5.2809/24/09 Intelius $240.0009/24/09 Ogletree, Deaking, Nash, Smack & Stewart P.C. $4,320.0009/24/09 Paychex - Payroll $1,862.9909/24/09 Paychex - Payroll $16,640.2109/24/09 Paychex - Payroll $115,496.4409/24/09 PH Developers $50,000.0009/25/09 Commonwealth Ed $1,573.6309/25/09 Northern Trust $11,840.7409/25/09 Paychex - Payroll $733.65

Page 2 of 7


ATTACHMENT 3B

DATE PAYEE AMOUNT09/25/09 PBP $4,725.6309/28/09 Corner Bakery Catering $3,255.9809/28/09 Dell Marketing LP $11,905.7309/28/09 First Data Resources - Fees $0.4409/28/09 First Data Resources - Fees $5.7209/28/09 FirstService Williams $36,864.5709/28/09 GE Capital (Sharp Copier) $2,937.4409/28/09 Silicon Valley Bank - Service Charges $855.9009/28/09 SPR Companies $15,000.0009/29/09 Credit Card Management Corp. $16,391.7609/29/09 First Data Resources - Fees $18.0609/30/09 First Data Resources - Fees $5.7309/30/09 First Data Resources - Fees $61.1809/30/09 WebEx $4,129.1610/01/09 First Data Resources - Fees $4.4010/01/09 Venture Lending $66,204.6210/01/09 Venture Lending $163,476.3210/05/09 American Express $125,000.0010/05/09 First Data Resources - Fees $0.4410/05/09 First Data Resources - Fees $46.2310/05/09 Paychex - Payroll $1,002.1110/05/09 Paychex - Payroll $5,107.8310/06/09 AmpCo System Parking $375.0010/07/09 First Data Resources - Fees $11.4510/07/09 First Data Resources - Fees $24.6610/07/09 Paychex - Payroll $809.3510/07/09 Paychex - Payroll $1,864.1310/07/09 Paychex - Payroll $346,683.6910/08/09 CT Corporation $70,939.2210/08/09 First Data Resources - Fees $0.8810/08/09 Northern Trust $12,293.8010/08/09 Paychex - Payroll $1,875.8410/08/09 Paychex - Payroll $17,026.5510/08/09 Paychex - Payroll $123,858.9610/08/09 Silicon Valley Bank - Service Charges $30.0010/09/09 Accountemps $2,358.5010/09/09 First Data Resources - Fees $193.0710/09/09 First Data Resources - Fees $11,459.5810/09/09 Symmetricom $3,819.6910/13/09 CDW $16,481.1410/13/09 First Data Resources - Fees $12.7710/13/09 FirstService Williams $32,957.1210/13/09 Global Crossing $9,779.1510/13/09 Net Jets $625,000.0010/13/09 Red Ant Army $1,000.0010/13/09 Sunguard $4,982.9510/13/09 Thompson Publishing Group $318.9510/14/09 A-1 Technology $4,370.0010/14/09 A-1 Technology $10,188.7510/14/09 Broadview Networks $1,799.9010/14/09 Cintas Document Management $299.60

Page 3 of 7


ATTACHMENT 3B

DATE PAYEE AMOUNT10/14/09 First Data Resources - Fees $22.4610/14/09 Merchant & Gould $11,140.7310/15/09 Enterprise Wizard $1,000.0010/15/09 First Data Resources - Fees $0.4410/15/09 First Data Resources - Fees $1.7610/15/09 First Data Resources - Fees $2.2010/15/09 First Data Resources - Fees $19.3710/15/09 Iron Mountain $1,187.3510/16/09 230 West Monroe PT, LLC $43,483.7410/16/09 Cogent Communications $5,165.0010/16/09 Interactive Data Real-Time Services $2,000.0010/16/09 Ironwood Capital Management $22,537.5010/16/09 Paychex - Payroll $304.2010/19/09 A-1 Technology $4,607.5010/19/09 CDW $17,383.0110/19/09 Coloserv $2,805.0010/19/09 First Data Resources - Fees $81.4810/19/09 Global Crossing $4,891.0610/19/09 Paychex - Payroll $200.0010/19/09 Silicon Valley Bank - Service Charges $12.0010/19/09 Sonneshein Nath and Rosenthal LLP $5,000.0010/20/09 First Data Resources - Fees $5.2810/20/09 LexisNexis $2,675.0010/20/09 Qwest Communications $16,271.1910/20/09 The American Bankers’ Association - HSA $25,000.0010/21/09 Bedros Orunckiel $57,000.0010/21/09 First Data Resources - Fees $1.3210/21/09 First Data Resources - Fees $1.7610/21/09 First Data Resources - Fees $6.1610/21/09 First Data Resources - Fees $14.0810/21/09 Paychex - Payroll $1,864.1310/21/09 Paychex - Payroll $296,846.9410/21/09 PH Developers $50,000.0010/22/09 Ariba Supplier Network $2,642.0010/22/09 First Data Resources - Fees $1.3210/22/09 Paychex - Payroll $1,891.8410/22/09 Paychex - Payroll $17,153.4710/22/09 Paychex - Payroll $125,503.0110/23/09 Rice Mechanical $351.0010/23/09 SIGIS $2,500.0010/26/09 ADAM, Inc. $24,909.0010/26/09 CDW $11,191.0910/26/09 First Data Resources - Fees $0.8810/26/09 First Data Resources - Fees $0.8810/26/09 First Data Resources - Fees $0.8810/26/09 First Data Resources - Fees $0.8810/26/09 First Data Resources - Fees $1.3210/26/09 First Data Resources - Fees $1.3210/26/09 First Data Resources - Fees $2.2010/26/09 First Data Resources - Fees $3.5210/26/09 First Data Resources - Fees $3.96

Page 4 of 7


ATTACHMENT 3B

DATE PAYEE AMOUNT10/26/09 First Data Resources - Fees $12.3310/26/09 First Data Resources - Fees $474.2410/26/09 Morningstar Inc $9,625.0010/26/09 Ricoh Americas Corporation $10,326.8210/26/09 Silicon Valley Bank - Service Charges $74.3910/27/09 3Core Software Corporation $1,600.0010/27/09 A-1 Technology $4,108.7510/27/09 EscrowTech $2,130.0010/27/09 First Data Resources - Fees $0.4410/27/09 First Data Resources - Fees $0.8810/27/09 First Data Resources - Fees $12.7610/27/09 FYI Systems, Inc $42,840.0010/27/09 Iron Mountain $75.0010/27/09 RSA Security $127,533.2610/28/09 American Express $103,069.8210/28/09 First Data Resources - Fees $0.4410/28/09 First Data Resources - Fees $0.8810/28/09 First Data Resources - Fees $1.3210/28/09 First Data Resources - Fees $6.6210/28/09 First Data Resources - Fees $18.4910/28/09 Human Capital Management Solutions $10,400.0010/28/09 Ironwood Capital Management $11,268.7510/28/09 Personix (Fiserv) $300.0010/28/09 Plainsboro Township $500.0010/29/09 First Data Resources - Fees $0.4410/29/09 Global Crossing $4,687.7910/29/09 Lincoln National $11,206.6210/29/09 Wellpoint $68,046.2010/30/09 Net Jets $122,206.7410/30/09 Paychex - Payroll $531.5310/30/09 Trustwave $5,973.0011/02/09 First Data Resources - Fees $0.4411/02/09 First Data Resources - Fees $1.3211/02/09 First Data Resources - Fees $8.8211/02/09 Ridgestone Bank Service Charges $20.0011/02/09 Silicon Valley Bank - Service Charges $60.0011/02/09 Venture Lending $66,204.6211/02/09 Venture Lending $163,476.3211/03/09 First Data Resources - Fees $2.6411/03/09 First Data Resources - Fees $44.4711/03/09 Ridgestone Bank Service Charges $30.0011/03/09 UMB - Service Charges $1.5011/03/09 UMB - Service Charges $55.8611/03/09 UMB - Service Charges $65.7111/03/09 UMB - Service Charges $149.1911/04/09 First Data Resources - Fees $0.8911/04/09 First Data Resources - Fees $1.3211/04/09 First Data Resources - Fees $1.3211/04/09 First Data Resources - Fees $2.6411/04/09 First Data Resources - Fees $7.0411/04/09 First Data Resources - Fees $8.80

Page 5 of 7


ATTACHMENT 3B

DATE PAYEE AMOUNT11/04/09 First Data Resources - Fees $15.8511/04/09 Paychex - Payroll $1,864.1311/04/09 Paychex - Payroll $7,048.1711/04/09 Paychex - Payroll $321,315.6711/05/09 Paychex - Payroll $1,837.2911/05/09 Paychex - Payroll $18,829.0611/05/09 Paychex - Payroll $127,231.5111/06/09 Credit Card Management Corp. $16,429.5811/09/09 First Data Resources - Fees $0.4511/09/09 First Data Resources - Fees $3.9611/09/09 First Data Resources - Fees $17.1711/10/09 First Data Resources - Fees $1.3211/10/09 First Data Resources - Fees $3.0811/10/09 First Data Resources - Fees $160.0011/10/09 First Data Resources - Fees $210.5811/10/09 First Data Resources - Fees $525.5011/10/09 First Data Resources - Fees $14,864.4011/12/09 First Data Resources - Fees $0.4411/12/09 First Data Resources - Fees $1.3211/12/09 First Data Resources - Fees $4.8411/12/09 First Data Resources - Fees $4.8411/12/09 First Data Resources - Fees $9.2411/12/09 First Data Resources - Fees $34.3211/12/09 Paul Hastings $200,000.0011/12/09 Silicon Valley Bank - Service Charges $12.0011/13/09 First Data Resources - Fees $0.8911/13/09 Paychex - Payroll $304.2011/16/09 First Data Resources - Fees $0.4411/16/09 First Data Resources - Fees $6.6011/16/09 First Data Resources - Fees $36.5211/16/09 Ridgestone Bank Service Charges $20.0011/17/09 Alvarez & Marsal $200,000.0011/17/09 First Data Resources - Fees $1.7611/17/09 First Data Resources - Fees $16.7311/17/09 Ridgestone Bank Service Charges $30.0011/17/09 Venture Lending $1,164,877.2511/17/09 Venture Lending $4,307,935.3611/18/09 Paychex - Payroll $1,384.6211/18/09 Paychex - Payroll $467,942.4611/18/09 Silicon Valley Bank - Service Charges $1.3211/18/09 Silicon Valley Bank - Service Charges $2.6411/18/09 Silicon Valley Bank - Service Charges $14.0911/18/09 Silicon Valley Bank - Service Charges $32.5811/19/09 Paychex - Payroll $1,824.4511/19/09 Paychex - Payroll $14,074.8311/19/09 Silicon Valley Bank - Service Charges $1.7611/19/09 Silicon Valley Bank - Service Charges $1.7611/20/09 Alvarez & Marsal $200,000.0011/20/09 Jenner Block $150,000.0011/20/09 Paul Hastings $160,807.0011/20/09 Wilson Sonsini Goodrich & Rosati $168,117.45

Page 6 of 7


ATTACHMENT 3B

DATE PAYEE AMOUNT11/23/09 Silicon Valley Bank - Service Charges $1.3211/23/09 Silicon Valley Bank - Service Charges $22.4411/24/09 First Data Resources - Fees $0.4411/24/09 First Data Resources - Fees $9.6911/25/09 Alvarez & Marsal $250,000.0011/25/09 First Data Resources - Fees $1.3211/25/09 First Data Resources - Fees $4.4011/25/09 First Data Resources - Fees $6.1711/25/09 First Data Resources - Fees $16.73

Page 7 of 7


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