Exhibit 99.2

 

DEBTOR:		Adfitech, Inc.		CASE NUMBER:		09-17788-DK

OFFICE OF THE UNITED STATES TRUSTEE - BALTIMORE DIVISION

MONTHLY OPERATING REPORT

CHAPTER 11

BUSINESS DEBTORS

Form 2-A

COVER SHEET AND QUESTIONNAIRE ^[a]

For Period Ended October 31, 2009

 

Accounting Method:		x Accrual Basis		¨ Cash Basis

 

 

THIS REPORT IS DUE 20 DAYS AFTER THE END OF THE MONTH

 

Mark One Box for Each Required Document:		Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. File the original with the Clerk of Court. Submit a duplicate, with original signature, to the U. S. Trustee.

 

Report/Document Attached		Previously Waived		REQUIRED REPORTS/DOCUMENTS
x		¨		1. Cash Receipts and Disbursements Statement (Form 2-B)
x		¨		2. Balance Sheet (Form 2-C)
x		¨		3. Profit and Loss Statement (Form 2-D)
x		¨		4. Supporting Schedules (Form 2-E)
x		¨		5. Disbursements Summary (Form 2-F)
x		¨		6. Narrative (Form 2-G)
x		¨		7. Bank Statements for All Bank Accounts
x		¨		8. Bank Statement Reconciliations for all Bank Accounts

 

 

 

 

QUESTIONNAIRE		Yes		No
Please answer the questions below:
1. Is the business still operating?		X
2. Were any assets (other than inventory) sold this month?				X
3. Were all employees timely paid this month?		X
4. Are all insurance policies and operating licenses current and in effect?		X
5. Did you open any new bank accounts this month?				X
6. Did you deposit all receipts into your DIP account this month?		X
7. Have all taxes been timely paid (payroll, sales, etc.)?		X
8. Are you current on U.S. Trustee quarterly fees payments?		X

 

 

 

I declare under penalty of perjury that the following Monthly Operating Report, and any statements and attachments thereto are true, accurate and correct to the best of my belief.

 

Executed on:		11/20/09				Print Name:		Samuel E. Meek
						Signature:		/s/ Samuel E. Meek
						Title:		President

[a] See Explanatory Statement, Reservation of Rights and Global Footnotes for Monthly Operating Report (Form 2-G) which is incorporated herein by reference.

---

DEBTOR:		Adfitech, Inc.		CASE NO:		09-17788-DK

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)

For Period: October 2009

CASH FLOW SUMMARY

 

		Current Month				Accumulated
1. Beginning Cash Balance		$	10,036,624	(1)		$	7,985,024	(1)
2. Cash Receipts
Operations			3,657,938				18,798,613
Sale of Assets			0				0
Loans/advances			0				0
Total Cash Receipts			3,657,938			$	18,798,613
3. Cash Disbursements
Operations			2,878,056				14,969,595
Debt Service/Secured loan payment			0				0
Professional fees/U.S. Trustee fees			0				997,536
Other			0				0
Total Cash Disbursements		$	2,878,056			$	15,967,131
4. Net Cash Flow (Total Cash Receipts less Total Cash Disbursements)			779,881				2,831,481
5 Ending Cash Balance (to Form 2-C)		$	10,816,505	(2)		$	10,816,505	(2)

CASH BALANCE SUMMARY

 

Account Name/Number		Institution		Bank Balance			Deposits In Transit			Outstanding Checks [2]				Book Balance
Petty Cash				$	22.80		$	—		$	—			$	22.80
Operating/xxx4580		Bank of Oklahoma			40,011.83			—			(667,761.35	)			(627,749.52	)
															—
Eurosweep/xxx1953		Bank of Oklahoma			11,386,723.10			—			—				11,386,723.10
															—
															—
Payroll/xx4591		Bank of Oklahoma			0.00			0.00			(7,672.69	)			(7,672.69	)
															—
Employee Benefit/xxx6216 [1]		Bank of Oklahoma			0.00			0.00			0.00				—
															—
Flex Spending/xxx7672 [1]		Bank of Oklahoma			0.00			0.00			0.00				—
															—
Utility Deposit/xxx9938		Bank of Oklahoma			65,181.31			0.00			0.00				65,181.31
TOTAL				$	11,491,939.04		$	—		$	(675,434.04	)		$	10,816,505.00	(2)
(must agree with Ending Cash Balance above)

 

[1]

These employee benefit accounts are maintained by a third-party administrator (“TPA”). Adfitech does not receive statements for these accounts. Adfitech funds these accounts based upon employee contributions or upon demand for payment by the TPA. All funds deposited to these accounts are restricted and are not available to Adfitech for operations.

[2]	Includes book/bank reconciling items.

(A)	The term “cash” includes all forms of currency i.e., checks, cash, money orders, etc.

(1)	Accumulated beginning cash balance is the cash available at the commencement of the case. Current month beginning cash balance should equal the previous month’s ending balance.

(2)	All cash balances should be the same.

 

Page 1 of 2

---

DEBTOR:		Adfitech, Inc.		CASE NO:		09-17788-DK

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT (SEE NOTE A)

For Period:     October 1, 2009     to     October 31, 2009    

 

CASH DISBURSEMENTS DETAIL		Account No:

(attach additional sheets as necessary)

 

Date		Check No.		Payee		Description (Purpose)		Amount
								$	2,878,056.34
See attached schedule
Total Cash Disbursements								$	2,878,056.34	(1)

 

(A)	The term “cash” includes all forms of currency i.e., checks, cash, money orders, etc.

(1)	Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1

 

Page 2 of 2

---

CASE NAME: Adfitech, Inc.		CASE NUMBER: 09-17788-DK

 

Form 2-C

COMPARATIVE BALANCE SHEET

(Accrual Basis)

 

		October 31, 2009				Petition Date April 30, 2009
Assets
Current Assets
Cash
Petty Cash		$	23	#			22
Bank of Oklahoma Eurosweep Account			10,755,209				7,984,114
Bank of Oklahoma Operating Account			—				889
Bank of Oklahoma Flex Spending Account [1]			—				—
Bank of Oklahoma Employee Benefits Account [1]			—				—
Bank of Oklahoma Payroll Account			—				—
Bank of Oklahoma Utility Deposit Account			65,181				—
Total Cash			10,820,413				7,985,024
Accounts Receivable - Sales
Pre-petition: Due from Related Entities			—				37,500
Pre-petition: Other Receivables			70,868				2,996,545
Post-petition: Due from Related Entities			—				—
Post-petition: Other Receivables			3,158,126				—
Total Current Post-Petition Accounts Receivable			3,228,994				3,034,045
Employee Receivables			(105	)			—
Prepaid Expenses			232,594				280,205
Total Current Assets			14,281,896				11,299,274
Other Assets
Land			2,017,000				2,017,000
Building (net of depreciation)			4,555,414				4,595,029
Furniture and Fixtures (net of depreciation)			112,090				155,571
Computer Hardware (net of depreciation)			674,080				788,156
Software (net of depreciation)			14,882				18,757
Total Fixed Assets Net of Depreciation			7,373,468				7,574,514
Goodwill			9,152,249				9,152,249
Total Other Assets			16,525,717				16,726,763
Total Assets		$	30,807,613				28,026,037
Liabilities and Stockholder’s Equity
Liabilities Not Subject to Compromise
Current Post-Petition Accounts Payable
Due to Related Entities		$	—				—
Post-Petition Accrued Payroll and Payroll Tax Expense			777,999				—
Interperiod over/under funding of benefit account			(884	)			—
Post-Petition Accrued Property Taxes			50,070				—
Accrued Expenses (non-salary related)			27,914				—
Accrued State Income Tax (2009)			75,000				—
Accrued Professional Fees			—				—
Post-Petition Trade Payable			232,442				—
Total Current Post-Petition Accounts Payable			1,162,540				—
Total Liabilities Not Subject to Compromise			1,162,540				—
Liabilities Subject to Compromise [2]
Secured Creditor Claims			—				—
Unsecured Priority Claims			33,380				790,798
General Unsecured Claims - Pass-through Expenses			2,975				233,158
General Unsecured Claims - Non-pass-through Trade Claims			7,064				20,137
General Unsecured Claims - Guarantee			1,638,788,430				1,638,788,430
Total Liabilities Subject to Compromise			1,638,831,850				1,639,832,523
Total Liabilities			1,639,994,390				1,639,832,523
Stockholder’s Equity
Stockholder’s Equity			19,955,550				19,955,550
Retained Earnings - Pre-petition			(1,630,761,513	)			(1,631,762,036	)
Retained Earnings - Post-petition			1,619,186				—
Total Stockholder’s Equity			(1,609,186,777	)			(1,611,806,486	)
Total Liabilities and Stockholder’s Equity		$	30,807,613			$	28,026,037

 

 

Notes:

[1]	Restricted Cash

[2]	Petition date claim balance based on Scheduled Claims

---

CASE NAME: Adfitech, Inc.		CASE NUMBER: 09-17788-DK

 

Form 2-D

PROFIT AND LOSS STATEMENT

For the Period: October 2009

(Accrual Basis)

 

		Sep 2009				Oct 2009				Petition To Date
Operating Revenue
Quality Control		$	2,534,997			$	2,432,296			$	14,273,713
Professional fees			0				6,252				5,470
Post Closing Services			229,413				267,984				1,326,833
Pre-Funding			1,680				1,600				17,160
Imaging			0				0				0
Physical Storage Fees			0				0				0
TMHL Underwriting			0				0				0
Occupancy Verification Fee			450				325				725
Document Retrieval			23,485				21,510				147,040
Interest Income			4,152				4,297				24,655
Late Charges			228				141				1,363
Quality Jobs/TIPs Income			31,975				31,713				198,454
Miscellaneous Income			0				0				2,279
Total Operating Revenue			2,826,379				2,766,118				15,997,692
Expenses
Salaries			1,237,467				1,246,763				7,281,034
Salaries - Additional Files & O/T			183,172				190,196				1,111,575
Benefits - 401K Matching			23,264				29,460				153,593
Employee Appreciation & Development			4,656				5,818				21,014
Employee Banquet			2,400				2,400				14,400
Contract Labor			1,440				2,440				11,720
Employee Recruitment Expense			2,914				1,437				13,832
Payroll Taxes			104,415				104,017				570,717
Payroll Processing Fee			1,912				2,134				11,728
Employee Health Insurance			260,200				201,366				1,370,051
Legal & Professional Fees (Ordinary Course)			10,219				1,775				26,358
Office Supplies			17,770				23,915				123,437
Copier Supplies			836				870				3,523
Software Expense			504				4,404				5,069
Telephone Expense			19,771				25,184				107,268
Printing			1,584				1,428				12,071
Postage			15,258				14,200				83,623
Shipping			23,933				25,524				149,181
Strategic Partners Expense			2,830				2,785				9,195
Insurance Expense			5,425				5,425				32,103
QC Appraisals			141,099				365,005				1,183,737
QC Appraisals (Contra)			(147,805	)			(327,059	)			(1,148,746	)
QC Reverifications			(74,178	)			32,090				(33,886	)
QC Reverifications (Contra)			0				0				0
In-File Credit Reports			0				5,679				49,173
Mtg. Credit Reports			175,034				87,040				564,541
Mtg. Credit Reports (Contra)			(99,880	)			(158,901	)			(564,100	)
Outsourced External Data			24,702				18,724				132,184
Property Value Requests			0				0				0
External Collateral Reviews			(595	)			0				(9,340	)
Filing Fees			0				0				(20	)
High Cost Check			1,047				(2,796	)			(19,571	)
Depreciation			44,352				44,541				266,146
Fares and Lodging			2,302				3,771				16,148
Meals - Travel			0				225				281
Auto Expense Reimbursement			36				222				389
Conference Expense			7,201				7,769				23,998
Entertainment			56				0				4,755
Meals & Entertainment			0				0				0
Advertising			6,696				6,730				43,599
Contributions			0				0				250
Business Promotion			500				150				663

---

CASE NAME: Adfitech, Inc.		CASE NUMBER: 09-17788-DK

 

Form 2-D

PROFIT AND LOSS STATEMENT

For the Period: October 2009

(Accrual Basis)

 

		Sep 2009			Oct 2009			Petition To Date
Lease-Co Location - AT&T			5,627			5,627			33,762
Physical Storage Fees			528			528			2,750
Document Recycling			6,427			7,141			41,570
Equipment Expense			27,346			20,719			135,675
Hardware & Software Maintenance			15,799			10,840			78,189
Processing & Administration Fees			917			0			1,847
Dues & Subscriptions			0			120			2,292
Miscellaneous Taxes			1,280			1,280			11,030
Miscellaneous Expense			0			0			0
Bank Account Fees			1,230			1,292			8,166
Bad Debt Expense			56,998			5,748			64,673
Buildings - Taxes & Insurance			8,351			8,351			50,050
Building - Maintenance & Supplies			9,278			14,993			83,342
Building - Utilities			18,658			17,091			106,001
Total Expenses Before Taxes			2,152,976			2,068,459			12,241,043
Net Income (Loss) Before Taxes			673,404			697,659			3,756,649
State Income Tax Expense			12,500			12,500			75,000
Reorganization Expenses			438,605			421,191			1,420,646
Net Income (Loss)		$	222,299		$	263,968		$	2,261,003

---

DEBTOR:		Adfitech, Inc.		CASE NO:		09-17788-DK

 

Form 2-E

SUPPORTING SCHEDULES

For Period:     October 1, 2009     to     October 31, 2009    

POST PETITION TAXES PAYABLE SCHEDULE

 

		Beginning Balance (1)			Amount Accrued			Amount Paid			Date Paid		Check Number		Ending Balance
Income Tax Withheld:
Federal		$	0		$	115,807		$	115,807		various		wire		$	0
State			0			43,546			43,546		various		wire			0
FICA Tax Withheld			0			92,684			92,684		various		wire			0
Employer’s FICA Tax			0			92,684			92,684		various		wire			0
Unemployment Tax
Federal			0			518			518		various		wire			0
State			0			3,247			3,247		various		wire			0
Accrued Payroll Taxes [1]			42,035			7,567			0							49,602
Sales, Use & Excise Taxes			0			0			0							0
Property Taxes			41,725			8,345			0							50,070
Accrued Income Tax:
Federal			0			0			0							0
State			62,500			12,500			0							75,000
Other:			0			0			0							0
TOTALS		$	146,260		$	376,899		$	348,487						$	174,672

 

[1]	Debtor does not breakdown accrued payroll taxes for payroll due through month-end between that due for federal and state taxing authorities. This accrual is presented as a single number for the purposes of this report.

(1) For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

INSURANCE SCHEDULE

 

		Carrier		Amount of Coverage			Expiration Date		Premium Paid Through
Workers’ Compensation		The Hartford		$	500,000		1/1/10		1/1/10
General Liability		The Hartford		$	2 Mil/$4 Mil		6/1/10		6/1/10
Property (Fire, Theft)		The Hartford		$	2 Mil/$4 Mil		6/1/10		6/1/10
Vehicle		N/A
Other (list):
Employee Dishonesty		Travelers		$	200,000		4/8/11		4/8/10

 

Page 1 of 2

Rev. 4/2008

---

DEBTOR:		Adfitech, Inc.		CASE NO:		09-17788-DK

Form 2-E

SUPPORTING SCHEDULES

For Period: October 1, 2009 to October 31, 2009

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING

 

Due		Accounts Receivable			Post Petition Accounts Payable
Under 30 days		$	2,783,658		$
30 to 60 days			301,055			0
61 to 90 days			19,746			0
91 to 120 days			39,840			0
Over 120 days			13,828			0
Total Post Petition			3,158,126
Pre Petition Amounts			70,868
Total Accounts Receivable		$	3,228,994
Less: Bad Debt Reserve			0
Net Accounts Receivable (to Form 2-C)		$	3,228,994
			Total Post Petition Accounts Payable		$	0

 

*	Attach a detail listing of accounts receivable and post-petition accounts payable

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS ^[1]

 

		Month-end Retainer Balance			Current Month’s Accrual				Paid in Current Month				Date of Court Approval		Month-end Balance Due *
Venable LLP		$	0		$	0			$	148,026	[2]		5/22/09		$	0
Orrick Herrington, et al			0			0				19,057	[2]		5/4/09			0
Quinn Emmanual			0			0				109,776	[2]		5/20/09			0
Houlihan Lokey			0			0				0			6/5/09			0
Protiviti Inc.			0			0				67,911	[2]		51/09			0
JH Cohn			0			0				57,567	[2]		6/12/09			0
Tydings & Rosenberg			0			0				8,454	[2]		6/12/09			0
U.S. Trustee			0			0				10,400						0
Other:			0			0				0						0
Total		$	0		$	0			$	421,191					$	$0

 

[1]

Until November 2, 2009, Adfitech was one of a group of debtors administratively consolidated under Case No. 09-17787-DK. The professionals working for the consolidated debtors incurred time on behalf of both Adfitech and the other debtors. Time for these professionals has not yet been allocated between the estates for all periods. Where this allocation has been done, the fees specific to Adfitech will be presented here. For all other fees, please refer to the monthly operating report filed for the other debtors.

[2]

A portion of the professional fees charged to the then administratively consolidated debtors and paid by TMST, Inc. (“TMST”), a related debtor, for the periods July and August were allocated to Adfitech during this reporting period. During the reporting period, Adfitech paid a total of $410,791.00 to TMST to reimburse for these allocated fees.

*	Balance due to include fees and expenses incurred but not yet paid.

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

 

Payee Name		Position		Nature of Payment		Amount
Officers		various		Salary/Commission		$	71,827
Officers		various		Bonus			30,126
Officers		various		401K Contribution			3,732
Officers		various		Expense Reimbursement			9,768

 

**	List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner, partner, shareholder, officer or director.

 

Page 2 of 2

Rev. 4/2008

---

DEBTOR:		Adfitech, Inc.		CASE NO:		09-17788-DK

Form 2-F

DISBURSEMENT SUMMARY

For the Month Ended: October 2009

QUARTERLY DISBURSEMENT CALCULATION

 

1

Disbursements made in calendar quarter

October 2009		$	2,878,056
November 2009			0
December 2009			0
Quarterly Total		$	2,878,056

FEE SCHEDULE

 

Quarterly Disbursements		Fee			Quarterly Disbursements		Fee
$0 to $14,999		$	325		$1,000,000 to $1,999,999		$	6,500
$15,000 to $74,999		$	650		$2,000,000 to $2,999,999		$	9,750
$75,000 to $149,999		$	975		$3,000,000 to $4,999,999		$	10,400
$150,000 to $224,999		$	1,625		$5,000,000 to $14,999,999		$	13,000
$225,000 to $299,999		$	1,950		$15,000,000 to $29,999,999		$	20,000
$300,000 to $999,999		$	4,875		$30,000,000 or more		$	30,000

Interest will be assessed on Chapter 11 quarterly fees not paid by the end of the month following the end of the calander quarter pursuant to 31 U.S.C. Sec. 3717. The interest rate assessed is the rate in effect as determined by the Treasury Department at the time the account becomes past due.

Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]

 

Page 1 of 1

---

DEBTOR:		Adfitech, Inc .		CASE NO:		09-17788-DK

Form 2-G

NARRATIVE

For the Month Ended: October 2009

Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.

EXPLANATORY STATEMENT,

RESERVATION OF RIGHTS AND GLOBAL FOOTNOTES

FOR MONTHLY OPERATING REPORT

The Debtor reserves all rights to dispute the amount, allowance, priority, treatment and/or secured or other status of any and all claims against the Debtor or its estate referred to herein. The Debtor reserves the right to (a) amend and supplement this Monthly Operating Report from time to time, and (b) assert any and all potential claims and causes of action of the Debtor’s estate regardless of whether such claim or cause of action is identified herein. Any values presented are not and should not be deemed to be an admission, representation or waiver with respect to the actual value of any asset or amount of any liability or claim. The actual realizable value and/or fair market value of assets, liabilities and claims may differ significantly from the values presented.

The Debtor prepared this Monthly Operating Report with the assistance of its financial advisor, Protiviti Inc. (“Protiviti”), based upon the information available to date. This Monthly Operating Report does not purport to present financial statements in accordance with Generally Accepted Accounting Principles, and the information contained herein has not been subjected to audit or review by Protiviti or any other party on behalf of the Debtor.

This Explanatory Statement, Reservation of Rights and Global Footnotes is hereby incorporated by reference into, and comprises an integral part of, the Debtor’s Monthly Operating Report and should be referred to and considered in connection with any review of the report.

NARRATIVE

ADFITECH, Inc. (“Adfitech”) continues to operate as a going concern. Adfitech is an independently-operated, wholly-owned subsidiary of TMST Home Loans, Inc., formerly known as Thornburg Mortgage Home Loans, Inc. (“TMHL”), and provides mortgage-related auditing and quality control consulting services to financial institutions. Adfitech is self-funded, has its own separate workforce and bank accounts, and operates independently from the TMST Debtors including TMST, Inc., formerly known as Thornburg Mortgage, Inc. (“TMST”), and TMHL at offices located in Edmond, Oklahoma on unencumbered real estate owned by Adfitech.

On September 16, 2009, the United States Trustee filed a Motion for an Order Directing the Appointment of a Chapter 11 Trustee or, in the Alternative, an Examiner [TMST Docket No. 362]. On September 21, 2009, the Court held a status conference and scheduled a hearing on the United States Trustee’s motion for October 7, 2009. The hearing commenced on October 7, 2009 and was continued to October 20, 21, and 23, 2009. As a result of the hearing, a Chapter 11 Trustee was appointed for TMST, TMHL, TMST Acquisition Subsidiary, LLC and TMST Hedging Strategies, Inc. (collectively the “TMST Debtors”), and the United States Trustee withdrew his motion for appointment of a Chapter 11 Trustee for Adfitech.

The events related to the United States Trustee’s motion are described in the separate monthly operating report for September 2009 filed by TMST and the other TMST Debtors in Case No. 09-17787 (DWK). Adfitech and its officers and employees were not involved in those events and Adfitech continues to act as a debtor-in-possession in this case.

On November 2, 2009, the Court entered an Order Severing Joint Administration with Respect to the Adfitech Chapter 11 Case. As a result, the Adfitech Chapter 11 case is no longer jointly administered with the cases of the TMST Debtors.

 

Page 1 of 1

---

DEBTOR:		Adfitech, Inc.		CASE NO:		09-17788-DK

Form 2-G

NARRATIVE

For the Month Ended: 10/31/2009

NARRATIVE

Adfitech, the Official Committee of Unsecured Creditors (the “Creditors’ Committee”), and their respective advisors continue to work together in a collaborative manner. The parties’ respective advisors were in frequent contact during the month and made progress in addressing the information requests of the Creditors’ Committee with respect to Adfitech, its projections and its proposed plan of reorganization.

Effective September 15, 2009, Larry Goldstone and Clarence G. Simmons, III resigned as directors of Adfitech. On October 6, 2009, Anne-Drue M. Anderson was elected as a director of Adfitech. Thomas G. Apel, the Chairman and Chief Executive Officer of Adfitech, resigned as an officer and director effective October 13, 2009. At a meeting of the Adfitech Board of Directors held on October 12, 2009, the current President of Adfitech, Samuel E. Meek, was elected as a director and Ms. Anderson was selected as Chairman of the Board. Ms. Anderson resigned as a director effective October 27, 2009. Adfitech engaged in discussions with Mr. Apel about his continuing to assist Adfitech by serving as a consultant on an hourly basis, and on November 6, 2009, filed a motion for approval of a consulting agreement pursuant to which Mr. Apel would provide consulting services to Adfitech.

On August 25, 2009, Adfitech and the TMST Debtors filed a motion to extend the exclusive periods during which they may file a Chapter 11 plan or plans and solicit acceptances thereof. On September 14, 2009, the Court entered an Order extending the exclusive periods to October 28, 2009 and December 27, 2009, respectively.

As previously reported, the Debtors at the request of the Creditors’ Committee decided to stop the sale process for Adfitech and to work with the Creditors’ Committee to formulate a Chapter 11 plan of reorganization for Adfitech. On October 16, 2009, Adfitech successfully concluded its discussions with the Creditors’ Committee and filed its Chapter 11 Plan of Reorganization [Adfitech Docket No. 21]. An Amended Chapter 11 Plan of Reorganization and Proposed Disclosure Statement were filed on November 16, 2009 [Adfitech Docket Nos. 36 and 37]. The court has scheduled a hearing on approval of Adfitech’s Proposed Disclosure Statement on January 7, 2010.

During the month of October, Adfitech filed its monthly operating report for the period September 1 through September 30, 2009.

As disclosed in the September Monthly Operating Report, the quarterly fees owed to the United States Trustee for the quarter ending September 30, 2009 were paid on or about October 13, 2009.

 

Page 1 of 1

---

2009 October Disbursements Adfitech (Form 2B)

 

A BLOOM ABOVE THE REST		52.05
ACENITEC		150.00
Adfitech Payroll		885,827.29
ADP		2,287.79
ADP Tax		348,486.54
ADP Tx		64,986.22
AFLAC		5,938.25
ALLSTATE APPRAISAL		750.00
AMERICAN HERITAGE LIFE INSURANCE CO.		218.72
AMERITECH OUTDOOR CREATIONS, LLC		1,500.00
AT&T		212.90
AT&T - IL		3,036.65
AT&T - NEWARK		5,627.00
AT&T BUSINESS SERVICES		210.73
AT&T MOBILITY (CINGULAR)		573.20
AVAYA, INC.		2,873.64
BAKBONE SOFTWARE		386.70
Bank of Oklahoma Anlaysis		1,292.42
BEN E. KEITH		75.15
BETTY CAGLE		525.00
BILL LEWIS APPRAISAL COMPANY		875.00
BILLING SOLUTIONS, INC.		4,901.65
BRC, LTD.		209.00
BUSINESS IMAGING SYSTEMS, INC.		585.99
CENTRAL UNITED LIFE INS.		162.61
CHRIS WEBER		24.20
CHRISTINE MARIE SCHWARTZ		2,440.00
CITY OF EDMOND		16,936.26
CLEAR CAPITAL		119,440.00
CLEARINGHOUSE, ATLAS# 000405390800		105.50
COLLATERAL RISK SOLUTIONS, INC.		170.00
COLLIN DOUGLAS		172.38
COMFORT, INC.		2,411.20
COOK, PRAY, REXROTH & ASSOC.		450.00
CORPORATE PROMOTIONS		3,500.65
COX COMMUNICATIONS		12,196.82
DANA STEVENS		1,753.38

 

Friday, November 20, 2009		Page 1 of 4

---

DAVID PARMER		1,630.79
DEBORAH MAPLE		248.30
DISCOVER BANK		191.92
DOANE HARRINGTON		10.32
Employee Benefit Accounts		238,472.95
Employees		94,411.82
FARMER BROTHERS COFFEE		3,583.28
FIELD VERIFICATION ASSOCIATES		121,067.00
FIRECO		341.97
FIRST AMERICAN CREDCO		79,048.00
FLAIR DATA SYSTEMS		5,249.00
FORT DEARBORN LIFE INSURANCE CO.		2,022.12
GABINO’S LAWN & LANDSCAPE		2,370.00
GREAT PLAINS COCA COLA BOTTLING CO.		460.00
HEDGPATH APPRAISAL COMPANY		350.00
HELTON APPRAISAL SERVICE		300.00
JAY SKINNER		8.55
JOEL C. HALL		0.00
JOHN BAXTER		47.28
JOHN J. ROSENHAMER		1,244.99
JOHNSON APPRAISAL SERVICE		1,050.00
L V SYSTEMS		349.59
LANDAMERICA LENDER SERVICES/ONE STOP		50,250.00
LENDERS ONE		2,785.00
LENDING FORMS		1,100.67
LEXIS-NEXIS		135.55
LIGHTING, INC.		384.99
LINCOLN COUNTY APPRAISALS		150.00
LOVE, BEAL, & NIXON P.C.		916.22
MAVENT INC.		590.40
METLIFE SMALL BUSINESS CENTER		11,245.72
MIDCON DATA SERVICES, INC.		528.00
MINUTEMAN PRESS		1,427.58
MISC FEES PAYEE		27,199.50
MONSTER, INC.		305.00
NAPMW		320.00
NATIONAL REAL ESTATE INFORMATION SERVICE		66,955.00
NSTN		2,030.00
NVMS		50.00
OFFICE DEPOT, INC.		43.08
OFFICE OF THE ATTORNEY GENERAL		277.84

 

Friday, November 20, 2009		Page 2 of 4

---

OFFICEMAX CONTRACT, INC.		15,830.94
OKLAHOMA DEPARTMENT OF HUMAN SERVICES		504.78
OKLAHOMA DUSTERS, INC.		6,086.10
OKLAHOMA NATURAL GAS		154.47
OKLAHOMA TAX COMMISSION		1,721.96
PACER SERVICE CENTER		7,024.80
PHILADELPHIA AMERICAN LIFE INSURANCE CO.		22.50
PIONEER CREDIT RECOVERY, INC.		180.54
Postalia		10,000.00
POSTMASTER		5,000.00
PRESORT FIRST CLASS, INC.		884.90
RACO INDUSTRIES		1,726.12
ROBIN WILLIAMS		157.46
ROSA RESENDE		1,050.00
SAFEGUARD PROPERTIES, INC.		675.00
SAINTS OCCUPATIONAL HEALTH NETWORK		900.00
SAM’S CLUB		1,864.44
SAMUEL E. MEEK		3,405.37
SECONDARY MARKETING EXECUTIVE		5,104.25
SHARON MCKINNON		158.74
SHRED-IT OKLAHOMA CITY		7,141.00
SOFTEK SOFTWARE		2,999.00
SPRINT		6,859.21
STANDLEY SYSTEMS		870.13
STEPHEN E. MEYER INC.		525.00
SUN LIFE & HEALTH INSURANCE CO.		9,144.83
SUZANNE K. BLOYED REAL ESTATE APPRAISALS		525.00
T E ALLEN APPRAISALS		700.00
TALX - THE WORK NUMBER		34,890.50
TG’S LASER SUPPLY & SUPPORT LTD. CO.		12,452.03
THE BRADY GROUP		3,325.00
THOMAS G. APEL		4,869.38
THOMPSON WEST		18,588.38
TMST, INC		410,791.00
TOM GORMAN		23,000.00
UNITED PARCEL SERVICE		25,417.35
UNIVERSAL CREDIT SERVICES		13,902.40
US TRUSTEE		10,400.00
VISION SERVICE PLAN OF OKLAHOMA		2,910.99
WILSEY MEYER EATMON TATE PLLC		4,261.50
ZEA COMPANY, INC		200.00

 

Friday, November 20, 2009		Page 3 of 4

---

ZEE MEDICAL SERVICE CO.			198.30
ZONES, INC.			11,135.65
Grand Total		$	2,878,056.34

 

Friday, November 20, 2009		Page 4 of 4