Monthly Operating Report Chapter 11
- Date
- 2021-12-01
Summary
Doc 716, filed March 21, 2023, is a Chapter 11 Monthly Operating Report on UST Form 11-MOR for debtor Kabbage Diameter, LLC, Case No. 22-10956, jointly administered under Lead Case No. 22-10951 in the U.S. Bankruptcy Court for the District of Delaware. It covers the reporting period ended February 28, 2023 and reports no receipts, disbursements, assets, liabilities or income for this debtor. Attached global notes for In re Kabbage, Inc. d/b/a KServicing, et al. state the report is unaudited and not prepared under U.S. GAAP, and that KServicing had nineteen employees as of February 28, 2023. A note states total cash on hand of $33.8 million, of which $21.3 million is unencumbered. The MOR-3 statement of operations for February 2023 lists total revenue of 839,363 and a net loss of $ (4,246,360) for Kabbage, Inc. The report is 20 pages and is signed by the corporate controller.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 1 of 20
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In Re. Kabbage Diameter, LLC § Case No. 22-10956
§
§ Lead Case No. 22-10951
Debtor(s) §
Jointly Administered
Monthly Operating Report Chapter 11
Reporting Period Ended: 02/28/2023 Petition Date: 10/03/2022
Months Pending: 5 Industry Classification: 5 2 2 3
Reporting Method: Accrual Basis Cash Basis
Debtor's Full-Time Employees (current): 0
Debtor's Full-Time Employees (as of date of order for relief): 0
Supporting Documentation (check all that are attached):
(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)
Statement of cash receipts and disbursements
Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit
Statement of operations (profit or loss statement)
Accounts receivable aging
Postpetition liabilities aging
Statement of capital assets
Schedule of payments to professionals
Schedule of payments to insiders
All bank statements and bank reconciliations for the reporting period
Description of the assets sold or transferred and the terms of the sale or transfer
/s/ Zachary I. Shapiro Richards, Layton & Finger, P.A.
Signature of Responsible Party Printed Name of Responsible Party
03/21/2023 One Rodney Square
Date 920 North Street
Wilmington, DE 19801
Address
STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R.
§ 1320.4(a)(2) applies.
UST Form 11-MOR (12/01/2021) 1
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 2 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
Part 1: Cash Receipts and Disbursements Current Month Cumulative
a. Cash balance beginning of month $0
b. Total receipts (net of transfers between accounts) $0 $0
c. Total disbursements (net of transfers between accounts) $0 $0
d. Cash balance end of month (a+b-c) $0
e. Disbursements made by third party for the benefit of the estate $0 $0
f. Total disbursements for quarterly fee calculation (c+e) $0 $0
Part 2: Asset and Liability Status Current Month
(Not generally applicable to Individual Debtors. See Instructions.)
a. Accounts receivable (total net of allowance) $0
b. Accounts receivable over 90 days outstanding (net of allowance) $0
c. Inventory ( Book Market Other (attach explanation)) $0
d Total current assets $0
e. Total assets $0
f. Postpetition payables (excluding taxes) $0
g. Postpetition payables past due (excluding taxes) $0
h. Postpetition taxes payable $0
i. Postpetition taxes past due $0
j. Total postpetition debt (f+h) $0
k. Prepetition secured debt $0
l. Prepetition priority debt $0
m. Prepetition unsecured debt $0
n. Total liabilities (debt) (j+k+l+m) $0
o. Ending equity/net worth (e-n) $0
Part 3: Assets Sold or Transferred Current Month Cumulative
a. Total cash sales price for assets sold/transferred outside the ordinary
course of business $0 $0
b. Total payments to third parties incident to assets being sold/transferred
outside the ordinary course of business $0 $0
c. Net cash proceeds from assets sold/transferred outside the ordinary
course of business (a-b) $0 $0
Part 4: Income Statement (Statement of Operations) Current Month Cumulative
(Not generally applicable to Individual Debtors. See Instructions.)
a. Gross income/sales (net of returns and allowances) $0
b. Cost of goods sold (inclusive of depreciation, if applicable) $0
c. Gross profit (a-b) $0
d. Selling expenses $0
e. General and administrative expenses $0
f. Other expenses $0
g. Depreciation and/or amortization (not included in 4b) $0
h. Interest $0
i. Taxes (local, state, and federal) $0
j. Reorganization items $0
k. Profit (loss) $0 $0
UST Form 11-MOR (12/01/2021) 2
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 3 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
Part 5: Professional Fees and Expenses
Approved Approved Paid Current Paid
Current Month Cumulative Month Cumulative
a. Debtor's professional fees & expenses (bankruptcy) Aggregate Total
Itemized Breakdown by Firm
Firm Name Role
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UST Form 11-MOR (12/01/2021) 3
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 4 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
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UST Form 11-MOR (12/01/2021) 4
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 5 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
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Current Month Cumulative Month Cumulative
b. Debtor's professional fees & expenses (nonbankruptcy) Aggregate Total
Itemized Breakdown by Firm
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UST Form 11-MOR (12/01/2021) 5
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 6 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
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UST Form 11-MOR (12/01/2021) 6
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 7 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
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UST Form 11-MOR (12/01/2021) 7
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 8 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
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c. All professional fees and expenses (debtor & committees) $0 $0 $0 $0
Part 6: Postpetition Taxes Current Month Cumulative
a. Postpetition income taxes accrued (local, state, and federal) $0 $0
b. Postpetition income taxes paid (local, state, and federal) $0 $0
c. Postpetition employer payroll taxes accrued $0 $0
d. Postpetition employer payroll taxes paid $0 $0
e. Postpetition property taxes paid $0 $0
f. Postpetition other taxes accrued (local, state, and federal) $0 $0
g. Postpetition other taxes paid (local, state, and federal) $0 $0
Part 7: Questionnaire - During this reporting period:
a. Were any payments made on prepetition debt? (if yes, see Instructions) Yes No
b. Were any payments made outside the ordinary course of business Yes No
without court approval? (if yes, see Instructions)
c. Were any payments made to or on behalf of insiders? Yes No
d. Are you current on postpetition tax return filings? Yes No
e. Are you current on postpetition estimated tax payments? Yes No
f. Were all trust fund taxes remitted on a current basis? Yes No
g. Was there any postpetition borrowing, other than trade credit? Yes No
(if yes, see Instructions)
h. Were all payments made to or on behalf of professionals approved by Yes No N/A
the court?
i. Do you have: Worker's compensation insurance? Yes No
If yes, are your premiums current? Yes No N/A (if no, see Instructions)
Casualty/property insurance? Yes No
If yes, are your premiums current? Yes No N/A (if no, see Instructions)
General liability insurance? Yes No
If yes, are your premiums current? Yes No N/A (if no, see Instructions)
j. Has a plan of reorganization been filed with the court? Yes No
k. Has a disclosure statement been filed with the court? Yes No
l. Are you current with quarterly U.S. Trustee fees as Yes No
set forth under 28 U.S.C. § 1930?
UST Form 11-MOR (12/01/2021) 8
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 9 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
Part 8: Individual Chapter 11 Debtors (Only)
a. Gross income (receipts) from salary and wages $0
b. Gross income (receipts) from self-employment $0
c. Gross income from all other sources $0
d. Total income in the reporting period (a+b+c) $0
e. Payroll deductions $0
f. Self-employment related expenses $0
g. Living expenses $0
h. All other expenses $0
i. Total expenses in the reporting period (e+f+g+h) $0
j. Difference between total income and total expenses (d-i) $0
k. List the total amount of all postpetition debts that are past due $0
l. Are you required to pay any Domestic Support Obligations as defined by 11 Yes No
U.S.C § 101(14A)?
m. If yes, have you made all Domestic Support Obligation payments? Yes No N/A
Privacy Act Statement
28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C.
§§ 704, 1106, and 1107. The United States Trustee will use this information to calculate statutory fee assessments under 28
U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress
through the bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is
being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information
is needed to perform the trustee's or examiner's duties or to the appropriate federal, state, local, regulatory, tribal, or foreign
law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be
made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the
Executive Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy Case Files and Associated
Records." See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http://
www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide this information could result in the dismissal or
conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).
I declare under penalty of perjury that the foregoing Monthly Operating Report and its supporting
documentation are true and correct and that I have been authorized to sign this report on behalf of the
estate.
/s/ Tamica Williams Tamica Williams
Signature of Responsible Party Printed Name of Responsible Party
Corporate Controller 03/21/2023
Title Date
UST Form 11-MOR (12/01/2021) 9
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 10 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
PageOnePartOne
PageOnePartTwo
PageTwoPartOne
PageTwoPartTwo
UST Form 11-MOR (12/01/2021) 10
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 11 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
Bankruptcy1to50
Bankruptcy51to100
NonBankruptcy1to50
NonBankruptcy51to100
UST Form 11-MOR (12/01/2021) 11
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 12 of 20
Debtor's Name Kabbage Diameter, LLC Case No. 22-10956
PageThree
PageFour
UST Form 11-MOR (12/01/2021) 12
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 13 of 20
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
---------------------------------------------------------------
)
In re ) Chapter 11
)
KABBAGE, INC. d/b/a KSERVICING, et al., ) Case No. 22-10951 (CTG)
)
Debtors.1 ) (Jointly Administered)
)
---------------------------------------------------------------
GLOBAL NOTES AND STATEMENTS OF LIMITATIONS,
METHODOLOGY, AND DISCLAIMERS REGARDING
MONTHLY OPERATING REPORT FOR THE PERIOD
FROM FEBRUARY 1, 2023 THROUGH FEBRUARY 28, 2023
The debtors and debtors in possession (the “Debtors”) in the above-captioned jointly
administered chapter 11 cases (the “Chapter 11 Cases”) have prepared and filed the attached
Monthly Operating Report for the period February 1, 2023 through February 28, 2023 (the
“MOR”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The
Debtors have prepared the MOR with the assistance of their advisors and professionals solely for
the purpose of complying with the reporting requirements applicable in the Chapter 11 Cases. The
financial and supplemental information contained herein is unaudited, limited in scope, and is not
prepared in accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) nor in accordance with federal or state securities laws or other applicable
non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder,
nor is it intended to fully reconcile to the consolidated financial statements prepared by the
Debtors.
1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax
identification number, as applicable are: Kabbage, Inc. d/b/a KServicing (3937); Kabbage Canada Holdings,
LLC (N/A); Kabbage Asset Securitization LLC (1377); Kabbage Asset Funding 2017-A LLC (4803);
Kabbage Asset Funding 2019-A LLC (8973); and Kabbage Diameter, LLC (N/A). Kabbage is a trademark
of American Express used under license; Kabbage, Inc. d/b/a KServicing is not affiliated with American
Express. The Debtors’ mailing and service address is 925B Peachtree Street NE, Suite 383, Atlanta, GA
30309.
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 14 of 20
In preparing the MOR, the Debtors relied on financial data available from the books and
records available to them at the time of such preparation, but the MOR and financial data do not
reflect in all circumstances presentation for U.S. GAAP. Although the Debtors made commercially
reasonable efforts to ensure the accuracy and completeness of the MOR, inadvertent errors or
omissions may exist. For the avoidance of doubt, the Debtors hereby reserve all rights to amend
and supplement the MOR in all respects, as may be necessary or appropriate. Nothing contained
in this MOR shall constitute a waiver of any of the Debtors’ rights or an admission with respect to
their Chapter 11 Cases. The results of operations contained herein are not necessarily indicative
of results which may be expected from any other period or for the full year and may not necessarily
reflect the results of operations, financial position and cash flows of the Debtors in the future.
Each signatory to the MOR has necessarily relied upon the efforts, statements, advice, and
representations of personnel of the Debtors and their advisors and professionals. Each signatory
has not (and could not have) personally verified the accuracy of each such statement,
representation, or answer contained in the MOR.
MOR Form
The Debtors have noted in the MOR that, as of the petition date, October 3, 2022, Kabbage,
Inc. d/b/a/ KServicing (“KServicing”) maintained a workforce of twenty (20) employees (19 full-
time employees and 1 part-time employee), and, as of February 28, 2023, KServicing maintained
a workforce of nineteen (19) employees (18 full-time employees and 1 part-time employee). While
KServicing’s payroll provider has listed Kabbage Asset Funding 2017-A LLC as the employer of
record, the nineteen (19) employees noted on the MOR are compensated by KServicing and their
related work functions are performed for on behalf of KServicing.
Attachment MOR-1
Cash is received and disbursed by the Debtors as described in the Motion of Debtors for
Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Continue Using Existing Cash
Management System, Bank Accounts, and Business Forms, (B) Implement Changes to Cash
Management in the Ordinary Course of Business; and (II) Granting Related Relief [Docket No.
12] (the “Cash Management Motion”), which was granted on a final basis pursuant to an order
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 15 of 20
entered by the Court on January 17, 2023 [Docket 445], and is consistent with the Debtors’
historical cash management practices, except as described therein.
Beginning with this MOR for the period February 1, 2023 through February 28, 2023,
borrower payments collected and held for the benefit of Cross River Bank and Customer Bank
(each a “Partner Bank” and together the “Partner Banks”) and remitted to the applicable Partner
Bank or refunded to the applicable borrower or passed onto the U.S. Small Business
Administration (“SBA”) are not included in disbursements in Part 1 of the MOR or MOR-1
because all amounts are held for the benefit of the Partner Banks, the SBA or the borrowers and
such amounts are not part of the Debtors’ estates (collectively, “Pass-Through Payments”).
Attachments MOR-2 and MOR-3
The financial information contained herein is unaudited, limited in scope, covers a limited
time period, and has been prepared solely for the purpose of complying with the monthly reporting
requirements for chapter 11 debtors as required by the Chapter 11 Cases.
The MOR-2 includes the balance sheet as of February 28, 2023 (the “Balance Sheet”).
The MOR-3 Statement of Operations includes activity for the calendar month of February. As
previously noted, the MOR was not prepared in accordance with U.S. GAAP and does not include
all the information and disclosures required by U.S. GAAP. Therefore, there can be no assurance
that the financial information presented in the MOR is complete (although the Debtors have made
commercially reasonable efforts to ensure the completeness of the MOR).
Liabilities Subject to Compromise (“LSTC”): LSTC represent the Debtors’ estimate of
prepetition claims. The estimate excludes any unliquidated claims related to current investigations
and/or pending litigations. The determination of how liabilities will ultimately be settled or treated
will not be made until the Bankruptcy Court approves a chapter 11 plan.
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 16 of 20
Part 1: Cash Receipts and Disbursements
The MOR presents the Debtors’ receipts and disbursements for the month of February
2023. Reported cash receipts and disbursements are based on bank activity excluding any transfers
of funds among the Bank Accounts as defined in the Cash Management Motion. Consistent with
the note to MOR-1 above, disbursements in Part 1 exclude Pass-Through Payments.
Part 2: Asset and Liability Status
The amounts identified in Part 2 of the MOR are derived from the Debtors’ unaudited and
estimated Balance Sheets as of February 28, 2023. Please refer to the notes above for information
about presentation and limitations that may exist in the MOR.
Part 3: Assets Sold or Transferred
No such transactions or activities occurred during the month of February 2023.
Part 4: Income Statement (Statement of Operations)
This MOR presents the Debtors’ best estimates of their Statements of Operations for the
month of February. Please refer to the notes above for information about presentation and
limitations that may exist in the MOR.
Part 5: Professional Fees and Expenses
The Debtors’ payments to any restructuring and non-restructuring professionals and other
ordinary course professionals are reflected in Part 5.
Part 6: Postpetition Taxes
In the ordinary course of business, the Debtors are obligated to pay certain taxes and
governmental fees, which generally fall into the following categories: (i) franchise taxes, (ii)
personal property taxes, (iii) income taxes, and (iv) other business licenses and permits
(collectively, the “Taxes and Fees”). On October 21, 2022, the Court entered a final order [Docket
No. 133] authorizing, but not directing, the Debtors to, among other things, pay Taxes and Fees
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 17 of 20
that arise or accrue in the ordinary course of business on a postpetition basis consistent with
prepetition practices. The Debtors believe that they are current with respect to any post-petition
Taxes and Fees that have come due.
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 18 of 20
MOR-1
In re: KABBAGE, INC. d/b/a KSERVICING, et al. Lead Case No: 22-10951
Statement of Cash Receipts and Disbursements - (Unaudited) Reporting Period: Feb 1 - Feb 28, 2023
Kabbage Canada Kabbage Asset Kabbage Assets Funding Kabbage Assets Funding
USD Actuals Kabbage Inc. Holdings, LLC Securitization, LLC 2017-A LLC 2019-A LLC Kabbage Diameter, LLC
2/1/23 to 2/28/23 2/1/23 to 2/28/23 2/1/23 to 2/28/23 2/1/23 to 2/28/23 2/1/23 to 2/28/23 2/1/23 to 2/28/23
Receipts 5,547,283 – – – – –
Pass-through - Partner Banks (2,465,564) – – – – –
Pass-through - Borrower Refunds/Returns (680,657) – – – – –
Net Receipts 2,401,062 – – – – –
Disbursements
Payments on Secured Debt - Federal Reserve 657,540 – – – – –
Payroll & Benefits 304,924 – – – – –
Contract Workforce 1,050,239 – – – – –
Restructuring Items 2,199,446 – – – – –
Taxes 40,050 – – – – –
Other 249,835 – – – – –
Total Disbursements 4,502,034 – – – – –
Net Cash Flow (2,100,972) – – – – –
Beginning Bank Cash 35,866,581 – – – – –
Net Cash Flow (2,100,972)
Ending Bank Cash 33,765,608 – – – – –
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 19 of 20
MOR-2
In re: KABBAGE, INC. d/b/a KSERVICING, et al. Lead Case No: 22-10951
Balance Sheet as of February 28, 2023 - (Unaudited) Reporting Period: Feb 1 - Feb 28, 2023
Kabbage Assets Kabbage Assets
Kabbage Canada Kabbage Asset Funding 2017-A Funding 2019-A Kabbage Diameter,
Kabbage Inc. Holdings, LLC Securitization, LLC LLC LLC LLC
Assets
Current Assets
1
Cash and Cash Equivalents $ 32,894,902 $ - $ - $ - $ - $ -
Restricted Cash 2,088,364 - - - - -
Loans Outstanding
SMB Loans 9,259,015 - - - - -
PPP Loans 416,779,042 - - - - -
Other Trade Receivables 4,115,768 - - - - -
Reserve for Uncollectible Receivables (11,256,022) - - - - -
Net Loans and Receivables 418,897,803 - - - - -
Other Assets 758,930 - - - - -
Total Assets $ 454,639,999 $ - $ - $ - $ - $ -
Liabilities
Deferred Revenue $ 8,393,154 $ - $ - $ - $ - $ -
Accounts Payable & Accrued Expenses 11,483,742 - - - - -
Payable to Bank Partners 4,081,737 - - - - -
Total Liabilities 23,958,633 - - - - -
Liabilities subject to compromise (LSTC) 413,054,414
Equity 17,626,952 - - - - -
Total Liabilities and Equity $ 454,639,999 $ - $ - $ - $ - $ -
Notes
1. Variance between Cash Balance on the Balance Sheet and the Bank Cash Balance per MOR Part 1 is due to timing necessary to process activity by the Company and/or the Bank.
As of February 28, 2023, total cash on hand is $33.8 million of which $21.3 million in unencumbered cash. The remaining $12.5 million is comprised of cash in a professional
fee carve out account and funds that are to be remitted to Federal Reserve, CRB, CUBI and borrowers
Case 22-10951-CTG Doc 716 Filed 03/21/23 Page 20 of 20
MOR-3
In re: KABBAGE, INC. d/b/a KSERVICING, et al. Lead Case No: 22-10951
Statement of Operations for the month of February 2023 - (Unaudited) Reporting Period: Feb 1 - Feb 28, 2023
Kabbage Kabbage Kabbage Kabbage
Canada Asset Asset Asset Kabbage
Holdings, Securitization, Funding Funding Diameter,
Kabbage Inc. LLC LLC 2017-A LLC 2019-A LLC LLC
Revenue
Revenue - Lending $ 9,291 $ - $ - $ - $ - $ -
Revenue - PPP 830,072 - - - - -
Total Revenue 839,363 - - - - -
Expenses
Payroll and Staffing 774,408 - - - - -
Legal Fees and Settlement 111,822 - - - - -
Consulting and other Professional 769,222 - - - - -
Software/Platform 411,272 - - - - -
Marketing/PR 20,400 - - - - -
Bad Debt Expense (Recovery) 566,266 - - - - -
Other operating expenses 186,287 - - - - -
Interest and Financing (81,368) - - - - -
Reorganization Items 2,303,597
Total Expenses 5,061,906 - - - - -
Income Tax Expense - - - - - -
Other Income (Expense) (23,817) - - - - -
Net Income (Loss) $ (4,246,360) $ - $ - $ - $ - $ -
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