ATTACHMENT B Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 1 of 16 FEDERAL TRADE COMMISSION FINANCIAL STATEMENT OF CORPORATE DEFENDANT Instructions: 1. Complete all items. Enter “None” or "N/A" (“Not Applicable”) where appropriate. If you cannot fully answer a question, explain why. 2. The font size within each field will adjust automatically as you type to accommodate longer responses. 3 In completing this financial statement, “the corporation” refers not only to this corporation but also to each of its predecessors that are not named defendants in this action. 4. When an Item asks for information about assets or liabilities “held by the corporation,” include ALL such assets and liabilities, located within the United States or elsewhere, held by the corporation or held by others for the benefit of the corporation. 5. Attach continuation pages as needed. On the financial statement, state next to the Item number that the Item is being continued. On the continuation page(s), identify the Item number being continued. 6. Type or print legibly. 7. An officer of the corporation must sign and date the completed financial statement on the last page and initial each page in the space provided in the lower right corner. Penalty for False Information: Federal law provides that any person may be imprisoned for not more than five years, fined, or both, if such person: (1) “in any matter within the jurisdiction of any department or agency of the United States knowingly and willfully falsifies, conceals or covers up by any trick, scheme, or device a material fact, or makes any false, fictitious or fraudulent statements or representations, or makes or uses any false writing or document knowing the same to contain any false, fictitious or fraudulent statement or entry” (18 U.S.C. § 1001); (2) “in any .. . statement under penalty of perjury as permitted under section 1746 of title 28, United States Code, willfully subscribes as true any material matter which he does not believe to be true” (18 U.S.C. § 1621); or (3) “in any (. . . statement under penalty of perjury as permitted under section 1746 of title 28, United States Code) in any proceeding before or ancillary to any court or grand jury of the United States knowingly makes any false material declaration or makes or uses any other information . . . knowing the same to contain any false material declaration.” (18 U.S.C. § 1623) For a felony conviction under the provisions cited above, federal law provides that the fine may be not more than the greater of (i) $250,000 for an individual or $500,000 for a corporation, or (ii) if the felony results in pecuniary gain to any person or pecuniary loss to any person other than the defendant, the greater of twice the gross gain or twice the gross loss. 18 U.S.C. § 3571. Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 2 of 16 BACKGROUND INFORMATION Item 1. General Information Corporation’s Full Name Primary Business Address From (Date) Telephone No. Fax No. E-Mail Address Internet Home Page All other current addresses & previous addresses for past five years, including post office boxes and mail drops: Address From/Until Address From/Until Address From/Until All predecessor companies for past five years: Name & Address From/Until Name & Address From/Until Name & Address From/Until Item 2. Legal Information Federal Taxpayer ID No. State & Date of Incorporation State Tax ID No. State Profit or Not For Profit Corporation’s Present Status: Active Inactive Dissolved If Dissolved: Date dissolved By Whom Reasons Fiscal Year-End (Mo./Day) Corporation’s Business Activities Item 3. Registered Agent Name of Registered Agent Address Telephone No. Page 2 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 3 of 16 Item 4. Principal Stockholders List all persons and entities that own at least 5% of the corporation’s stock. Name & Address % Owned Item 5. Board Members List all members of the corporation’s Board of Directors. Name & Address % Owned Term (From/Until) Item 6. Officers List all of the corporation’s officers, including de facto officers (individuals with significant management responsibility whose titles do not reflect the nature of their positions). Name & Address % Owned Page 3 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 4 of 16 Item 7. Businesses Related to the Corporation List all corporations, partnerships, and other business entities in which this corporation has an ownership interest. Name & Address Business Activities % Owned State which of these businesses, if any, has ever transacted business with the corporation Item 8. Businesses Related to Individuals List all corporations, partnerships, and other business entities in which the corporation’s principal stockholders, board members, or officers (i.e., the individuals listed in Items 4 - 6 above) have an ownership interest. Individual’s Name Business Name & Address Business Activities % Owned State which of these businesses, if any, have ever transacted business with the corporation Item 9. Related Individuals List all related individuals with whom the corporation has had any business transactions during the three previous fiscal years and current fiscal year-to-date. A “related individual” is a spouse, sibling, parent, or child of the principal stockholders, board members, and officers (i.e., the individuals listed in Items 4 - 6 above). Name and Address Relationship Business Activities Page 4 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 5 of 16 Item 10. Outside Accountants List all outside accountants retained by the corporation during the last three years. Name Firm Name Address CPA/PA? Item 11. Corporation’s Recordkeeping List all individuals within the corporation with responsibility for keeping the corporation’s financial books and records for the last three years. Name, Address, & Telephone Number Position(s) Held Item 12. Attorneys List all attorneys retained by the corporation during the last three years. Name Firm Name Address Page 5 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 6 of 16 Item 13. Pending Lawsuits Filed by the Corporation List all pending lawsuits that have been filed by the corporation in court or before an administrative agency. (List lawsuits that resulted in final judgments or settlements in favor of the corporation in Item 25). Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Page 6 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 7 of 16 Item 14. Current Lawsuits Filed Against the Corporation List all pending lawsuits that have been filed against the corporation in court or before an administrative agency. (List lawsuits that resulted in final judgments, settlements, or orders in Items 26 - 27). Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Opposing Party’s Name & Address Court’s Name & Address Docket No. Relief Requested Nature of Lawsuit Status Page 7 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 8 of 16 Item 15. Bankruptcy Information List all state insolvency and federal bankruptcy proceedings involving the corporation. Commencement Date Termination Date Docket No. If State Court: Court & County If Federal Court: District Disposition Item 16. Safe Deposit Boxes List all safe deposit boxes, located within the United States or elsewhere, held by the corporation, or held by others for the benefit of the corporation. On a separate page, describe the contents of each box. Owner’s Name Name & Address of Depository Institution Box No. FINANCIAL INFORMATION REMINDER: When an Item asks for information about assets or liabilities “held by the corporation,” include ALL such assets and liabilities, located within the United States or elsewhere, held by the corporation or held by others for the benefit of the corporation. Item 17. Tax Returns List all federal and state corporate tax returns filed for the last three complete fiscal years. Attach copies of all returns. Federal/ Tax Year Tax Due Tax Paid Tax Due Tax Paid Preparer’s Name State/Both Federal Federal State State $ $ $ $ $ $ $ $ $ $ $ $ Page 8 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 9 of 16 Item 18. Financial Statements List all financial statements that were prepared for the corporation’s last three complete fiscal years and for the current fiscal year-to-date. Attach copies of all statements, providing audited statements if available. Year Balance Sheet Profit & Loss Statement Cash Flow Statement Changes in Owner’s Equity Audited? Item 19. Financial Summary For each of the last three complete fiscal years and for the current fiscal year-to-date for which the corporation has not provided a profit and loss statement in accordance with Item 18 above, provide the following summary financial information. Current Year-to-Date 1 Year Ago 2 Years Ago 3 Years Ago Gross Revenue Expenses Net Profit After Taxes Payables FPF F Fe FR FF Ff PF Ff Receivables Item 20. Cash, Bank, and Money Market Accounts List cash and all bank and money market accounts, including but not limited to, checking accounts, savings accounts, and certificates of deposit, held by the corporation. The term “cash” includes currency and uncashed checks. Cash on Hand $ Cash Held for the Corporation’s Benefit $ Name & Address of Financial Institution Signator(s) on Account Account No. Current Balance $ $ $ $ Page 9 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 10 of 16 Item 21. Government Obligations and Publicly Traded Securities List all U.S. Government obligations, including but not limited to, savings bonds, treasury bills, or treasury notes, held by the corporation. Also list all publicly traded securities, including but not limited to, stocks, stock options, registered and bearer bonds, state and municipal bonds, and mutual funds, held by the corporation. Issuer Type of Security/Obligation No. of Units Owned Current Fair Market Value $ Maturity Date Issuer Type of Security/Obligation No. of Units Owned Current Fair Market Value $ Maturity Date Item 22. Real Estate List all real estate, including leaseholds in excess of five years, held by the corporation. Type of Property Property’s Location Name(s) on Title and Ownership Percentages Current Value $ Loan or Account No. Lender’s Name and Address Current Balance On First Mortgage $ Monthly Payment $ Other Loan(s) (describe) Current Balance $ Monthly Payment $ Rental Unit? Monthly Rent Received $ Type of Property Property’s Location Name(s) on Title and Ownership Percentages Current Value $ Loan or Account No. Lender’s Name and Address Current Balance On First Mortgage $ Monthly Payment $ Other Loan(s) (describe) Current Balance $ Monthly Payment $ Rental Unit? Monthly Rent Received $ Page 10 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 11 of 16 Item 23. Other Assets List all other property, by category, with an estimated value of $2,500 or more, held by the corporation, including but not limited to, inventory, machinery, equipment, furniture, vehicles, customer lists, computer software, patents, and other intellectual property. Property Category Property Location Acquisition Current Cost Value $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Item 24. Trusts and Escrows List all persons and other entities holding funds or other assets that are in escrow or in trust for the corporation. Trustee or Escrow Agent’s Description and Location of Assets Present Market Name & Address Value of Assets $ $ $ $ $ $ $ Page 11 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 12 of 16 Item 25. Monetary Judgments and Settlements Owed To the Corporation List all monetary judgments and settlements, recorded and unrecorded, owed to the corporation. Opposing Party’s Name & Address Court’s Name & Address Docket No. Nature of Lawsuit Date of Judgment Amount $ Opposing Party’s Name & Address Court’s Name & Address Docket No. Nature of Lawsuit Date of Judgment Amount $ Item 26. Monetary Judgments and Settlements Owed By the Corporation List all monetary judgments and settlements, recorded and unrecorded, owed by the corporation. Opposing Party’s Name & Address Court’s Name & Address Docket No. Nature of Lawsuit Date Amount $ Opposing Party’s Name & Address Court’s Name & Address Docket No. Nature of Lawsuit Date of Judgment Amount $ Opposing Party’s Name & Address Court’s Name & Address Docket No. Nature of Lawsuit Date of Judgment Amount $ Opposing Party’s Name & Address Court’s Name & Address Docket No. Nature of Lawsuit Date of Judgment Amount $ Opposing Party’s Name & Address Court’s Name & Address Docket No. Nature of Lawsuit Date of Judgment Amount $ Page 12 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 13 of 16 Item 27. Government Orders and Settlements List all existing orders and settlements between the corporation and any federal or state government entities. Name of Agency Contact Person Address Telephone No. Agreement Date Nature of Agreement Item 28. Credit Cards List all of the corporation’s credit cards and store charge accounts and the individuals authorized to use them. Name of Credit Card or Store Names of Authorized Users and Positions Held Item 29. Compensation of Employees List all compensation and other benefits received from the corporation by the five most highly compensated employees, independent contractors, and consultants (other than those individuals listed in Items 5 and 6 above), for the two previous fiscal years and current fiscal year-to-date. “Compensation” includes, but is not limited to, salaries, commissions, consulting fees, bonuses, dividends, distributions, royalties, pensions, and profit sharing plans. “Other benefits” include, but are not limited to, loans, loan payments, rent, car payments, and insurance premiums, whether paid directly to the individuals, or paid to others on their behalf. Name/Position Current Fiscal 1 YearAgo 2 Years Ago Compensation or Year-to-Date Type of Benefits $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Page 13 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 14 of 16 Item 30. Compensation of Board Members and Officers List all compensation and other benefits received from the corporation by each person listed in Items 5 and 6, for the current fiscal year-to-date and the two previous fiscal years. “Compensation” includes, but is not limited to, salaries, commissions, consulting fees, dividends, distributions, royalties, pensions, and profit sharing plans. “Other benefits” include, but are not limited to, loans, loan payments, rent, car payments, and insurance premiums, whether paid directly to the individuals, or paid to others on their behalf. Name/Position Current Fiscal 1 YearAgo 2 Years Ago Compensation or Year-to-Date Type of Benefits $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Item 31. Transfers of Assets Including Cash and Property List all transfers of assets over $2,500 made by the corporation, other than in the ordinary course of business, during the previous three years, by loan, gift, sale, or other transfer. Transferee’s Name, Address, & Relationship Property Aggregate Transfer Type of Transfer Transferred Value Date (e.g., Loan, Gift) $ $ $ $ $ Page 14 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 15 of 16 Item 32. Documents Attached to the Financial Statement List all documents that are being submitted with the financial statement. Item No. Document Description of Document Relates To I am submitting this financial statement with the understanding that it may affect action by the Federal Trade Commission or a federal court. I have used my best efforts to obtain the information requested in this statement. The responses I have provided to the items above are true and contain all the requested facts and information of which I have notice or knowledge. I have provided all requested documents in my custody, possession, or control. I know of the penalties for false statements under 18 U.S.C. § 1001, 18 U.S.C. § 1621, and 18 U.S.C. § 1623 (five years imprisonment and/or fines). I certify under penalty of perjury under the laws of the United States that the foregoing is true and correct. Executed on: (Date) Signature Corporate Position Page 15 Initials Case 4:14-cv-00815-BCW Document 9-2 Filed 09/18/14 Page 16 of 16