USBC Central District of California

B1 (Official FormCase 1) (12/11) 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc UNITED STATES BANKRUPTCY Main C OURTDocument Page 1 of 113 Central District of California VOLUNTARY PETITION

Name of Debtor (if individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle): Bel-Shore Enterprises, Inc. All Other Names used by the Debtor in the last 8 years All Other Names used by the Joint Debtor in the last 8 years (include married, maiden, and trade names): (include married, maiden, and trade names): Pro Motion Distributing; UpNextCarParts.com; PMD Green

Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN)/Complete EIN (if more than one, state all): 95-4707610 (if more than one, state all): Street Address of Debtor (No. and Street, City, and State): Street Address of Joint Debtor (No. and Street, City, and State): 2388 Peck Road

City of Industry, CA ZIP CODE 90601 ZIP CODE County of Residence or of the Principal Place of Business: Los Angeles County of Residence or of the Principal Place of Business:

Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address): As above

ZIP CODE ZIP CODE

Location of Principal Assets of Business Debtor (if different from street address above): As above ZIP CODE Type of Debtor Nature of Business Chapter of Bankruptcy Code Under Which (Form of Organization) (Check one box.) the Petition is Filed (Check one box.) (Check one box.) Health Care Business Single Asset Real Estate as defined in Chapter 7 Chapter 15 Petition for Individual (includes Joint Debtors) 11 U.S.C. § 101(51B) Chapter 9 Recognition of a Foreign See Exhibit D on page 2 of this form. Main Proceeding Railroad Chapter 11 Corporation (includes LLC and LLP) Chapter 15 Petition for Stockbroker Chapter 12 Partnership Recognition of a Foreign Commodity Broker Chapter 7 Nonmain Proceeding Other (If debtor is not one of the above entities, check this box and state type of entity below.) Clearing Bank Other Chapter 15 Debtors Tax-Exempt Entity Nature of Debts Country of debtor’s center of main interests: (Check box, if applicable.) (Check one box.) Debtor is a tax-exempt organization Debts are primarily consumer Debts are Each country in which a foreign proceeding by, regarding, or under title 26 of the United States debts, defined in 11 U.S.C. primarily Code (the Internal Revenue Code). § 101(8) as “incurred by an business debts. against debtor is pending: individual primarily for a personal, family, or household purpose.” Filing Fee (Check one box.) Chapter 11 Debtors Full Filing Fee attached. Check one box: Debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). Filing Fee to be paid in installments (applicable to individuals only). Must attach Debtor is not a small business debtor as defined in 11 U.S.C. § 101(51D). signed application for the court’s consideration certifying that the debtor is Check if: unable to pay fee except in installments. Rule 1006(b). See Official Form 3A. Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,343,300 (amount subject to adjustment Filing Fee waiver requested (applicable to chapter 7 individuals only). Must on 4/01/13 and every three years thereafter). attach signed application for the court’s consideration. See Official Form 3B. Check all applicable boxes: A plan is being filed with this petition. Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b). Statistical/Administrative Information THIS SPACE IS FOR Debtor estimates that funds will be available for distribution to unsecured creditors. COURT USE ONLY Debtor estimates that, after any exempt property is excluded and administrative expenses paid, there will be no funds available for distribution to unsecured creditors. Estimated Number of Creditors

1-49 50-99 100-199 200-999 1,000- 5,001- 10,001- 25,001- 50,001- Over 5,000 10,000 25,000 50,000 100,000 100,000 Estimated Assets

$0 to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than $50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion million million million million million Estimated Liabilities

B1 (Official FormCase 1) (12/11) 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Page 2 Voluntary Petition Main Document Name Page of Debtor(s): 2 of 113 1 (This page must be completed and filed in every case.) All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet.) Location Where Filed: Case Number: Date Filed: Location Where Filed: Case Number: Date Filed: Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet.) Name of Debtor: Case Number: Date Filed:

District: Relationship: Judge:

Exhibit A Exhibit B (To be completed if debtor is required to file periodic reports (e.g., forms 10K and (To be completed if debtor is an individual 10Q) with the Securities and Exchange Commission pursuant to Section 13 or 15(d) whose debts are primarily consumer debts.) of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.) I, the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7, 11, 12, or 13 of title 11, United States Code, and have explained the relief available under each such chapter. I further certify that I have delivered to the debtor the notice required by 11 U.S.C. § 342(b). Exhibit A is attached and made a part of this petition. X Signature of Attorney for Debtor(s) (Date)

Exhibit C Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?

Yes, and Exhibit C is attached and made a part of this petition.

No.

Exhibit D (To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)

Exhibit D, completed and signed by the debtor, is attached and made a part of this petition.

If this is a joint petition:

Exhibit D, also completed and signed by the joint debtor, is attached and made a part of this petition.

Information Regarding the Debtor - Venue (Check any applicable box.) Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District. There is a bankruptcy case concerning debtor’s affiliate, general partner, or partnership pending in this District.

Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the relief sought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes.)

Landlord has a judgment against the debtor for possession of debtor’s residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)

Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition. Debtor certifies that he/she has served the Landlord with this certification. (11 U.S.C. § 362(l)).

B1 (Official FormCase 1) (12/11) 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Page 3 Voluntary Petition Main Document Name Page of Debtor(s): 3 of 1131 (This page must be completed and filed in every case.) Signatures

Signature(s) of Debtor(s) (Individual/Joint) Signature of a Foreign Representative

I declare under penalty of perjury that the information provided in this petition is true I declare under penalty of perjury that the information provided in this petition is true and correct. and correct, that I am the foreign representative of a debtor in a foreign proceeding, [If petitioner is an individual whose debts are primarily consumer debts and has and that I am authorized to file this petition. chosen to file under chapter 7] I am aware that I may proceed under chapter 7, 11, 12 or 13 of title 11, United States Code, understand the relief available under each such (Check only one box.) chapter, and choose to proceed under chapter 7. I request relief in accordance with chapter 15 of title 11, United States Code. [If no attorney represents me and no bankruptcy petition preparer signs the petition] I Certified copies of the documents required by 11 U.S.C. § 1515 are attached. have obtained and read the notice required by 11 U.S.C. § 342(b). Pursuant to 11 U.S.C. § 1511, I request relief in accordance with the I request relief in accordance with the chapter of title 11, United States Code, chapter of title 11 specified in this petition. A certified copy of the specified in this petition. order granting recognition of the foreign main proceeding is attached. X X Signature of Debtor (Signature of Foreign Representative)

X Signature of Joint Debtor (Printed Name of Foreign Representative)

Telephone Number (if not represented by attorney) Date

Date Signature of Attorney* Signature of Non-Attorney Bankruptcy Petition Preparer X /s/ Michael D. Good I declare under penalty of perjury that: (1) I am a bankruptcy petition preparer as Signature of Attorney for Debtor(s) defined in 11 U.S.C. § 110; (2) I prepared this document for compensation and have Michael D. Good provided the debtor with a copy of this document and the notices and information Printed Name of Attorney for Debtor(s) required under 11 U.S.C. §§ 110(b), 110(h), and 342(b); and, (3) if rules or guidelines have been promulgated pursuant to 11 U.S.C. § 110(h) setting a maximum South Bay Law Firm fee for services chargeable by bankruptcy petition preparers, I have given the debtor Firm Name notice of the maximum amount before preparing any document for filing for a debtor 21535 Hawthorne Blvd. Ste. 210 or accepting any fee from the debtor, as required in that section. Official Form 19 is Torrance CA 90503 attached. Address 310.373.2075 Printed Name and title, if any, of Bankruptcy Petition Preparer Telephone Number December 20, 2012 Date Social-Security number (If the bankruptcy petition preparer is not an individual, state the Social-Security number of the officer, principal, responsible person or *In a case in which § 707(b)(4)(D) applies, this signature also constitutes a partner of the bankruptcy petition preparer.) (Required by 11 U.S.C. § 110.) certification that the attorney has no knowledge after an inquiry that the information in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership) I declare under penalty of perjury that the information provided in this petition is true Address and correct, and that I have been authorized to file this petition on behalf of the debtor. X The debtor requests the relief in accordance with the chapter of title 11, United States Signature Code, specified in this petition. Date X /s/ A.J. Matsuura Signature of Authorized Individual Signature of bankruptcy petition preparer or officer, principal, responsible person, or A.J. Matsuura partner whose Social-Security number is provided above. Printed Name of Authorized Individual Chief Executive Officer Names and Social-Security numbers of all other individuals who prepared or assisted Title of Authorized Individual in preparing this document unless the bankruptcy petition preparer is not an December 20, 2012 individual. Date If more than one person prepared this document, attach additional sheets conforming to the appropriate official form for each person.

A bankruptcy petition preparer’s failure to comply with the provisions of title 11 and the Federal Rules of Bankruptcy Procedure may result in fines or imprisonment or both. 11 U.S.C. § 110; 18 U.S.C. § 156.

Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 4 of 113

Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Attorney or Party Name, Address, Telephone & FAX Numbers, and California State Bar Number FOR COURT USE ONLY Michael D. Good, Esq. (SBN 176033) Main Document Page 5 of 113 Kathryn Tran (SBN 233057) 21535 Hawthorne Blvd., Suite 210 Torrance, California 90503 Telephone: (310) 373-2075 Facsimile: (310) 356-3229 Attorney for: [Proposed] Counsel for Bel-Shore Enterprises, Inc. UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

In re: CASE NO.: Bel-Shore Enterprises, Inc. CHAPTER: 11

Debtor(s). ADV. NO.: ELECTRONIC FILING DECLARATION (CORPORATION/PARTNERSHIP)

Petition, statement of affairs, schedules or lists Date Filed: Date of Voluntary Petition Amendments to the petition, statement of affairs, schedules or lists Date Filed: Date of Voluntary Petition Other: List of Top 20 Unsecured Creditors, Venue Disclosure Form Date Filed: Date of Voluntary Petition Other: Corporate Ownership Statement, Statement of Related Cases Date Filed: Date of Voluntary Petition

PART I - DECLARATION OF AUTHORIZED SIGNATORY OF DEBTOR OR OTHER PARTY

I, the undersigned, hereby declare under penalty of perjury that: (1) I have been authorized by the Debtor or other party on whose behalf the above-referenced document is being filed (Filing Party) to sign and to file, on behalf of the Filing Party, the above-referenced document being filed electronically (Filed Document); (2) I have read and understand the Filed Document; (3) the information provided in the Filed Document is true, correct and complete; (4) the “/s/,” followed by my name, on the signature lines for the Filing Party in the Filed Document serves as my signature on behalf of the Filing Party and denotes the making of such declarations, requests, statements, verifications and certifications by me and by the Filing Party to the same extent and effect as my actual signature on such signature lines; (5) I have actually signed a true and correct hard copy of the Filed Document in such places on behalf of the Filing Party and provided the executed hard copy of the Filed Document to the Filing Party’s attorney; and (6) I, on behalf of the Filing Party, have authorized the Filing Party’s attorney to file the electronic version of the Filed Document and this Declaration with the United States Bankruptcy Court for the Central District of California.

Signature of Authorized Signatory of Filing Party Date A.J. Matsuura Printed Name of Authorized Signatory of Filing Party Chief Executive Officer Title of Authorized Signatory of Filing Party

PART II - DECLARATION OF ATTORNEY FOR FILING PARTY

I, the undersigned Attorney for the Filing Party, hereby declare under penalty of perjury that: (1) the “/s/,” followed by my name, on the signature lines for the Attorney for the Filing Party in the Filed Document serves as my signature and denotes the making of such declarations, requests, statements, verifications and certifications to the same extent and effect as my actual signature on such signature lines; (2) an authorized signatory of the Filing Party signed the Declaration of Authorized Signatory of Debtor or Other Party before I electronically submitted the Filed Document for filing with the United States Bankruptcy Court for the Central District of California; (3) I have actually signed a true and correct hard copy of the Filed Document in the locations that are indicated by “/s/,” followed by my name, and have obtained the signature of the authorized signatory of the Filing Party in the locations that are indicated by “/s/,” followed by the name of the Filing Party’s authorized signatory, on the true and correct hard copy of the Filed Document; (4) I shall maintain the executed originals of this Declaration, the Declaration of Authorized Signatory of Debtor or Other Party, and the Filed Document for a period of five years after the closing of the case in which they are filed; and (5) I shall make the executed originals of this Declaration, the Declaration of Authorized Signatory of Debtor or Other Party, and the Filed Document available for review upon request of the Court or other parties. /s/ Michael D. Good December 20, 2012 Signature of Attorney for Filing Party Date Michael D. Good This form is mandatory by Order of the United States Bankruptcy Court for the Central District of California. November 2006 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 6 of 113

JOINT ACTION BY THE UNANIMOUS WRITTEN CONSENT OF DIRECTORS AND SHAREHOLDER OF BEL-SHORE ENTERPRISES, INC. a Delaware corporation

Pursuant to the provisions Sections 141 and 228 of the Delaware General Corporation Law, the undersigned, constituting all of the members of the Board of Directors (the "Board") and the sole shareholder ("Shareholder") of Bel-Shore Enterprises, Inc., a Delaware corporation (the "Corporation"), do hereby dispense with the formality of a joint meeting of the Board and Shareholder and do hereby adopt the following resolutions by written consent:

WHEREAS, after consultation with the Corporation's legal and financial advisors regarding the financial status of the Corporation, and the financial impact of the Corporation filing a petition for relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code (the "Bankruptcy Code"), the Board and the Shareholder believe that it is in the best interest of the Corporation and its shareholder that a voluntary petition be filed by and on behalf of the Corporation seeking relief under the applicable provisions of the Bankruptcy Code.

NOW, THEREFORE, BE IT RESOLVED, that the proposal to file a voluntary petition under Chapter 11 of the Bankruptcy Code by and on behalf of the Corporation be, and hereby is, approved in all respects;

RESOLVED FURTHER, that the officers and members of the Board (each, a "Director") of the Corporation, including, but not limited to, the Chief Executive Officer of the Corporation, A.J. Matsuura, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation, to execute and verify a petition under Chapter 11 of the Bankruptcy Code and to cause the same to be filed in the United States Bankruptcy Court for the Central District of California (the "Bankruptcy Court") at such time as any such officer or Director executed the same on behalf ofthe Corporation shall determine;

RESOLVED FURTHER, that the officers and Directors of the Corporation, each acting alone, is hereby authorized on behalf of the Corporation to execute, deliver, and cause the Corporation to file all petitions, schedules, motions, lists, applications, pleadings, consents, and other papers and, in connection therewith, to employ and retain all assistance by legal counsel, accountants, fmancial advisors, and other professionals, and to take any action and perform any and all further deeds as such officer or Director deems necessary or appropriate in connection with the Corporation's petition under Chapter 11 of the Bankruptcy Code, and all such petitions so executed and delivered shall be the valid, binding, and enforceable petitions of the Corporation;

RESOLVED FURTHER, that the officers and Directors of the Corporation be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation, to cause the Corporation to enter into, execute, deliver, certify, file and/or record such agreements, instruments, motions, affidavits, applications for approvals or rulings of governmental or regulatory authorities, certificates or other documents, and to take any such

16300453 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 7 of 113 other action as in the judgment of any officer of the Corporation shall be or become necessary, proper, and desirable to prosecute to a successful completion the petition under Chapter 11 ofthe Bankruptcy Code and to carry out and put into effect the purposes of the foregoing resolutions, the transactions contemplated by these resolutions and any other matters reasonably related thereto;

RESOLVED, that the officers and any Director, each with the full power to act alone, be, and each hereby is, authorized, directed and empowered, in the name and on behalf of the Corporation, to carry out and fully perform the terms and provisions ofthe foregoing resolutions, and to execute, deliver and, where called for, affix the seal of the Corporation to any required consents, agreements, certificates, instruments and other documents and to make all such payments required or desirable under, and otherwise to carry into effect, the foregoing resolutions, all such action heretofore taken and disclosed to the Board being hereby ratified, confirmed and approved as the acts and deeds of the Corporation; and

RESOLVED FURTHER, that any action taken by any officer or Director of the Corporation pursuant to the authority conferred by the Board under any of the foregoing resolutions (including, without limitation, the execution and delivery of any agreement or instrument in the name and on behalf of the Corporation) shall conclusively evidence the due authorization thereof by the Corporation.

This Action by Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. This Action by Unanimous Written Consent may be executed and delivered by exchange of facsimile copies showing the signatures of the parties, and those signatures need not be affIxed to the same copy. The facsimile copies so signed will constitute originally signed copies ofthe same Action by Unanimous Written Consent requiring no further execution.

IN WITNESS WHEREOF, this Action by Unanimous Written Consent shall be filed with the records ofthe Corporation and shall be treated for all purposes as resolutions adopted at a meeting ofthe Board ofDirectors and Shareholder.

DATED: Decemberl!j2012

(Signature Page Follows)

2 16300453 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 8 of 113

DIRECTORS: STOCKHOLDERS:

PMD HOLDINGS, INC., a Nevada corporation

Bnan Malewicz ~ By: ____~~~------AJ.~ uura, C.E.O. ~. /rankMora

11123199.2 3

Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Attorney or Party Name, Address, Telephone & FAX Numbers, Main and Document California State Bar Number Page 9FOR of 113COURT USE ONLY Michael D. Good, Esq. (SBN 176033) Kathryn Tran (SBN 233057) 21535 Hawthorne Blvd., Suite 210 Torrance, California 90503 Telephone: (310) 373-2075 Facsimile: (310) 356-3229 Attorney for: [Proposed] Counsel for Bel-Shore Enterprises, Inc. UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

In re: CASE NO.: Bel-Shore Enterprises, Inc. ADV. NO.: Debtor(s), CHAPTER: 11 Plaintiff(s),

Defendant(s).

Corporate Ownership Statement Pursuant to FRBP 1007(a)(1) and 7007.1, and LBR 1007-4

Pursuant to FRBP 1007(a)(1) and 7007.1, and LBR 1007-4, any corporation, other than a governmental unit, that is a debtor in a voluntary case or a party to an adversary proceeding or a contested matter shall file this statement identifying all its parent corporations and listing any publicly held company, other than a governmental unit, that directly or indirectly own 10% or more of any class of the corporation's equity interest, or state that there are no entities to report. This Corporate Ownership Statement must be filed with the initial pleading filed by a corporate entity in a case or adversary proceeding. A supplemental statement must promptly be filed upon any change in circumstances that renders this Corporate Ownership Statement inaccurate.

I, A.J. Matsuura , the undersigned in the above-captioned case, hereby declare (Print Name of Attorney or Declarant) under penalty of perjury under the laws of the United States of America that the following is true and correct:

[Check the appropriate boxes and, if applicable, provide the required information.]

1. I have personal knowledge of the matters set forth in this Statement because:

l am the president or other officer or an authorized agent of the debtor corporation I am a party to an adversary proceeding I am a party to a contested matter I am the attorney for the debtor corporation

2. a. The following entities, other than the debtor or a governmental unit, directly or indirectly own 10% or more of any class of the corporation's(s') equity interests: [For additional names, attach an addendum to this form.] PMD Holdings, Inc.

b. There are no entities that directly or indirectly own 10% or more of any class of the corporation's equity interest.

/s/ A.J. Matsuura December 20, 2012 Signature of Attorney or Declarant Date

A.J. Matsuura Printed Name of Attorney or Declarant

This form is optional. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2009 F 1007-4 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 10 of 113

B4 (Official Form 4) (12/07) United States Bankruptcy Court Central District of California

In re Bel-Shore Enterprises, Inc. Case No.______Debtor Chapter 11 LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS Following is the list of the debtor’s creditors holding the 20 largest unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1) persons who come within the definition of “insider” set forth in 11 U.S.C. § 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims. If a minor child is one of the creditors holding the 20 largest unsecured claims, 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 and Fed. R. Bankr. P. 1007(m).

(1) (2) (3) (4) (5)

Name, telephone number and complete mailing Indicate if claim is contingent, Name of creditor and complete mailing address, including zip code, of employee, agent, Nature of claim (trade debt, bank loan, Amount of claim [if secured also unliquidaated, disputed or subject address including zip code or department of creditor familiar with claim who government contract, etc.) state val ue of security] to setoff may be contacted

PRAESIDIAN CAPITAL INVESTORS INC 419 PARK AVENUE SOUTH PRAESIDIAN CAPITAL INVESTORS INC Unsecured Portion of Secured 419 PARK AVENUE SOUTH NEW YORK NY 10016 4,266,278.32 NEW YORK NY 10016 TEL 212 520 2600 Promissory Notes FAX 212 520 2601

EUGENE INOSE EUGENE INOSE 2326 CASERTA COURT 2326 CASTERTA COURT HENDERSON, NV 89014 Unsecured Promissory Note 1,801,553.00 HENDERSON, NV 89014 TEL: 626-839-7150

HITACHI AUTOMOTIVE PROD. SHERRY N./ LOU E. HITACHI AUTOMOTIVE PROD. 6200 GATEWAY DRIVE 6200 GATEWAY DRIVE CYPRESS CA 90630 Reseller Agreement 1,213,989.75 CYPRESS CA 90630 TEL (800)548-2549 FAX (310) 343-7333

CONVERGENCE CP III CONVERGENCE CP III 2151 Las Palmas Drive Suite E 2151 Las Palmas Drive Suite E Carlsbad, CA 92011 Unsecured Promissory Note 204,416.66 Carlsbad, CA 92011 TEL (760) 690 3916 FAX (760) 476 1737

GROUP-A AUTOSPORTS INC BRIAN /DAVE/MARYx202/VICK GROUP-A AUTOSPORTS INC 2050 5TH ST BRIAN /DAVE/MARYx202/VICK NORCO CA 92860-1912 Trade Debt 67,998.97 2050 5TH ST TEL (951)808-9888 FAX (951) 808-9889

PEFORMANCE AUTO & SOUND PEFORMANCE AUTO & SOUND 44 PRINCE ANDREW PLACE 44 PRINCE ANDREW PLACE TORONTO ON M3C2H4 Trade Debt 27,800.00 TORONTO ON M3C2H4 TEL (416) 922 7223 FAX (416) 964 1836

MARCUM LLP MARCUM LLP 2 PARK PLAZA STE 1200 2 PARK PLAZA STE 1200 IRVINE CA 92614 Accounting Services 20,245.39 IRVINE CA 92614 TEL (949)653-9400 FAX (949)833-3582

K LINE LOGISTICS K LINE LOGISTICS 550 NORTH NASH STREET 550 NORTH NASH STREET El Segundo CA 90245 Trade Debt 18,795.67 El Segundo CA 90245 TEL (310)615-0555 FAX (310)-615-0335

SOURCE INTERLINK OVEIS HASHMANI/MARINA-ACC SOURCE INTERLINK 13266 COLLECTIONS CENTER 13266 COLLECTIONS CENTER CHICAGO IL 60693 Trade Debt 11,207.00 CHICAGO IL 60693 TEL (717) 657-9555 FAX (717) 671 4386

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(1) (2) (3) (4) (5)

WOLFGANG COMMUNICATIONS WOLFGANG COMMUNICATIONS 5116 MAPLE ST 5116 MAPLE ST IRVINE CA 92612 Trade Debt 10,000.00 IRVINE CA 92612 TEL (949)251-9990 FAX (949) 251-9992

Eric Castillo Eric Castillo C/o. Andrew Pongracz, Esq. C/o. Andrew Pongracz, Esq. Seki, Nishimura & Watase, LLP Seki, Nishimura & Watase, LLP 605 West Olympic Blvd., Penthouse Settlement Agreement 8,000.00 605 West Olympic Blvd., Penthouse Loas Angeles, CA 90015 Loas Angeles, CA 90015 Tel 213.481.2869 Fax 213.481.2871

THARCO THARCO PO BOX 39000 PO BOX 39000 SAN FRANCISCO CA 94139-0001 SAN FRANCISCO CA 94139-0001 Trade Debt 6,034.07 TEL (800)545-1936 FAX 800 354 4430

TORCO INTERNATIONAL CORP TORCO INTERNATIONAL CORP 9145 MILLIKEN AVE 9145 MILLIKEN AVE RANCHO CUCAMONGA CA 91730 RANCHO CUCAMONGA CA 91730 TEL (800) 649-5722 Trade Debt 5,575.10 FAX (909) 980-1465

HAYMARKET MEDIA INC HAYMARKET MEDIA INC 16842 VON KARMAN AVE STE 125 16842 VON KARMAN AVE STE 125 IRVINE CA 92606 Trade Debt 5,500.00 IRVINE CA 92606 TEL (949) 417-6700 FAX 949 417 6116

ARK PERFORMANCE INC TED LEE/SUNG H LEE-ACCT ARK PERFORMANCE INC 13737 AMARILLO AVE 13737 AMARILLO AVE CHINO CA 91710 Trade Debt 5,438.65 CHINO CA 91710 TEL (909)590-1275 FAX (909) 590 1555

K&N ENGINEERING INC. PAT 4121/ CAROL4058/ SHANNON K&N ENGINEERING INC. 1455 CITRUS ST 1455 CITRUS ST RIVERSIDE CA 92502 Trade Debt 5,406.67 RIVERSIDE CA 92502 TEL (800)858-3333 FAX (951)826-4001

SPARCO MOTOR SPORTS INC HOLLY250/WARREN/ALAN/GABE SPARCO MOTOR SPORTS INC 1852 KAISER AVENUE 1852 KAISER AVENUE IRVINE CA 92614 Trade Debt 4,471.64 IRVINE CA 92614 TEL (800)224-7223 FAX 949 797 1755

CENTRIC PARTS INDUSTRY CENTRIC PARTS INDUSTRY 14528 BONELLI STREET 14528 BONELLI STREET CITY OF INDUSTRY CA 91746-301 Trade Debt 4,276.24 CITY OF INDUSTRY CA 91746-301 TEL 626-961-5775 FAX 310-933-1108

ICON DEVELOPMENT INC JASON GENO ICON DEVELOPMENT INC 719 1/2 N LUCIA AVE 719 1/2 N LUCIA AVE REDONDO BEACH CA 90278 Trade Debt 4,250.00 REDONDO BEACH CA 90278 TEL (310)619-5388 FAX (310) 798 8158

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(1) (2) (3) (4) (5)

FIRESTONE INDUSTRIAL PROD FIRESTONE INDUSTRIAL PROD 250 W 96TH STREET 250 W 96TH STREET Indianapolis IN 46260 Trade Debt 4,042.12 Indianapolis IN 46260 TEL (317)816-3860 FAX (317)818-8780

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Chief Executive Officer of the corporation named as debtor in this case, declare under penalty of perjury that I have read the answers contained in the foregoing list and that it is true and correct to the best of my knowledge, information and belief.

The information contained herein is based upon a review of the Debtor's books and records. However, no comprehensive legal and/or factual investigations with regard to possible defenses to any claims set forth in the List of Creditors Holding 20 Largest Unsecured Claims have been completed. Therefore, the listing does not and should not be deemed to constitute: (1) a waiver of any defense to any listed claims; (2) an acknowledgement of the allowability of any list claims; and/or (3) a waiver of any right or legal position of the Debtor.

Date: December 20, 2012 Signature /s/ A.J. Matsuura A.J. Matsuura

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

Page 3 of 3

Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 13 of 113 Party Name, Address, and Telephone Number (CA State Bar No. If Applicable) FOR COURT USE ONLY Michael D. Good, Esq. (SBN 176033) Kathryn Tran (SBN 233057) 21535 Hawthorne Blvd., Suite 210 Torrance, California 90503 Telephone: (310) 373-2075 Facsimile: (310) 356-3229 Attorney for: [Proposed] Counsel for Bel-Shore Enterprises, Inc.

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

In re: CHAPTER 11 Bel-Shore Enterprises, Inc. CASE NUMBER

Debtor. (No Hearing Required)

VENUE DISCLOSURE FORM FOR CORPORATIONS FILING CHAPTER 11 (Required by General Order 97-02)

*Attach additional sheets as necessary and indicate so in each section*

1. Specify the address of the principal office of the Debtor currently on file with the California Secretary of State (from Form S0100, S0200, or S0300):

883 S Azusa Ave. City of Industry, CA 91748

2. Specify the address of the principal office of the Debtor listed on the Debtor's most recent federal tax return:

2388 Peck Road City of Industry, CA 90601

3. Disclose the current business address(es) for all corporate officers:

2388 Peck Road City of Industry, CA 90601

4. Disclose the current business address(es) where the Debtor's books and records are located:

2388 Peck Road City of Industry, CA 90601

Rev. 12/99 This form is required pursuant to General Order 97-02. It has been approved for use by the United States Bankruptcy Court for the Central District of California. VEN-C Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 14 of 113 Venue Disclosure Form for Corporations Filing Chapter 11 - Page Two (2) VEN-C

In re CHAPTER 11

Debtor. CASE NUMBER

5. List the address(es) where the majority of the Debtor's assets are located based on a book value determination as set forth on the Debtor's most recent balance sheet:

2388 Peck Road City of Industry, CA 90601

6. Disclose any different address(es) to those listed above within six months prior to the filing of this petition and state the reasons for the change in address(es):

None

7. State the name and address of the officer signing this Statement and the relationship of such person to the Debtor (specify):

A.J. Matsuura Chief Executive Officer 2388 Peck Road City of Industry, CA 90601

8. Total number of attached pages of supporting documentation: Nil

9. I declare under penalty of perjury under the laws of the United States of America, that the foregoing is true and correct.

Executed on the 20th day of December, 2012, at City of Industry, California.

A.J. Matsuura /s/ A.J. Matsuura Type Name of Officer Signature of Declarant

Chief Executive Officer Position or Title of Officer

Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc STATEMENT Main Document OF RELATED Page 15 CASES of 113 INFORMATION REQUIRED BY LOCAL BANKRUPTCY RULE 1015-2 UNITED STATES BANKRUPTCY COURT, CENTRAL DISTRICT OF CALIFORNIA

1. A petition under the Bankruptcy Act of 1898 or the Bankruptcy Reform Act of 1978 has previously been filed by or against the debtor, his/her spouse, his or her current or former domestic partner, an affiliate of the debtor, any copartnership or joint venture of which debtor is or formerly was a general or limited partner, or member, or any corporation of which the debtor is a director, officer, or person in control, as follows: (Set forth the complete number and title of each such of prior proceeding, date filed, nature thereof, the Bankruptcy Judge and court to whom assigned, whether still pending and, if not, the disposition thereof. If none, so indicate. Also, list any real property included in Schedule A that was filed with any such prior proceeding(s).)

None

2. (If petitioner is a partnership or joint venture) A petition under the Bankruptcy Act of 1898 or the Bankruptcy Reform Act of 1978 has previously been filed by or against the debtor or an affiliate of the debtor, or a general partner in the debtor, a relative of the general partner, general partner of, or person in control of the debtor, partnership in which the debtor is a general partner, general partner of the debtor, or person in control of the debtor as follows: (Set forth the complete number and title of each such prior proceeding, date filed, nature of the proceeding, the Bankruptcy Judge and court to whom assigned, whether still pending and, if not, the disposition thereof. If none, so indicate. Also, list any real property included in Schedule A that was filed with any such prior proceeding(s).)

Not applicable

3. (If petitioner is a corporation) A petition under the Bankruptcy Act of 1898 or the Bankruptcy Reform Act of 1978 has previously been filed by or against the debtor, or any of its affiliates or subsidiaries, a director of the debtor, an officer of the debtor, a person in control of the debtor, a partnership in which the debtor is general partner, a general partner of the debtor, a relative of the general partner, director, officer, or person in control of the debtor, or any persons, firms or corporations owning 20% or more of its voting stock as follows: (Set forth the complete number and title of each such prior proceeding, date filed, nature of proceeding, the Bankruptcy Judge and court to whom assigned, whether still pending, and if not, the disposition thereof. If none, so indicate. Also, list any real property included in Schedule A that was filed with any such prior proceeding(s).)

None

4. (If petitioner is an individual) A petition under the Bankruptcy Reform Act of 1978, including amendments thereof, has been filed by or against the debtor within the last 180 days: (Set forth the complete number and title of each such prior proceeding, date filed, nature of proceeding, the Bankruptcy Judge and court to whom assigned, whether still pending, and if not, the disposition thereof. If none, so indicate. Also, list any real property included in Schedule A that was filed with any such prior proceeding(s).)

Not Applicable

I declare, under penalty of perjury, that the foregoing is true and correct.

Executed at City of Industry , California. /s/ A.J. Matsuura Debtor A.J. Matsuura, Chief Executive Officer Dated December 20, 2012 Bel-Shore Enterprises, Inc. Joint Debtor

This form is mandatory by Order of the United States Bankruptcy Court for the Central District of California. January 2009 F 1015-2.1 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 16 of 113

SOUTH BAY LAW FIRM 1 MICHAEL D. GOOD (SBN 176033) KATHRYN TRAN (SBN 233057) 2 21535 Hawthorne Blvd., Suite 210 Torrance, California 90503 3 Telephone: (310) 373-2075 Facsimile: (310) 356-3229 4 [Proposed] Counsel for Belshore Enterprises, Inc., 5 dba Pro-Motion Distributing

9 UNITED STATES BANKRUPTCY COURT 10 CENTRAL DISTRICT OF CALIFORNIA 11 LOS ANGELES DIVISION 12

13 Case No. 2:12-bk-_____-__ In re 14 Chapter 11

Torrance CA 90503

South Bay Law Firm Bay Law Firm South 15 Belshore Enterprises, Inc., dba Pro-Motion GENERAL NOTES AND STATEMENTS

21535 Hawthorne Blvd. Ste. 210 Distributing, 16 OF LIMITATION, METHODOLOGY AND DISCLAIMER REGARDING DEBTOR’S 17 SCHEDULES AND STATEMENTS OF FINANCIAL AFFAIRS 18 Debtor and Debtor-in- Possession. 19

20 21 22 /// 23 ///

24 25 26 27 28 PRINTED ON

RECYCLED PAPER GENERAL NOTES AND STATEMENT OF LIMITATION

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1 Bel-Shore Enterprises, Inc., dba Pro-Motion Distributing (the “Debtor” or “Pro-Motion”), as 2 debtor and debtor in possession in the above-captioned chapter 11 cases, hereby submit, pursuant to 3 Section 521 of title 11 of the United States Code, 11 U.S.C. §§101-1532 (as amended, the 4 “Bankruptcy Code”), Rule 1007 of the Federal Rules of Bankruptcy Procedure (the “FRBP”), and 5 the United States Trustee Guidelines for Region 16 (the “Guidelines”), the following General Notes 6 and Statements of Limitations, Methodology and Disclaimer Regarding Pro-Motion’s Schedules 7 and Statements of Financial Affairs (the “General Notes”) and respectfully represent as follows: 8 Preliminary Statements 9 The Schedules of Assets and Liabilities and Statements of Financial Affairs (the "Schedules 10 and Statements") filed herewith by Pro-Motion were prepared pursuant to 11 U.S.C. § 521 and

0 11 FRBP Rule 1007 by Pro-Motion’s management, with the assistance of Pro-Motion’s employees and 1

12 professionals, and are unaudited. While Debtor’s management has made every effort to ensure that 13 the Schedules and Statements are accurate and complete based on information that was available at

14 the time of preparation, inadvertent errors or omissions may have occurred. The Schedules and Hawthorne Blvd. Ste. 2 Ste. Blvd. Hawthorne Torrance9050 3 CA 15 Statements remain subject to further review and verification by the Debtor, and the Debtor reserve South Bay Law Firm 1535 2 16 all rights to file amended Schedules and Statements. Subsequent information may result in material 17 changes in financial and other data contained in the Schedules and Statements. 18 On the date hereof (the “Petition Date”), Pro-Motion filed a voluntary petition for relief 19 under chapter 11 of the Bankruptcy Code. Except as noted in the Schedules and Statements, all 20 asset and liability data is reported as of the close of business on December 20, 2012. The Debtor 21 has used its books and records, maintained in the ordinary course of business, to compile the 22 information set forth in the Schedules and Statements. The Debtor reserves its right to amend the 23 Schedules and Statements from time to time as may be necessary or appropriate. 24 These General Notes are incorporated by reference in, and comprise an integral part of, the 25 Schedules and Statements, and should be referred to and reviewed in connection with any review of

26 the Schedules and Statements. 27 Basis of Presentation. The Schedules and Statements are unaudited and reflect the Debtor’s 28 PRINTED ON RECYCLED PAPER - 2 - GENERAL NOTES AND STATEMENT OF LIMITATION

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1 best efforts to report the assets and liabilities of Pro-Motion on an unconsolidated, stand-alone basis. 2 These Schedules and Statements neither purport to represent financial statements prepared in 3 accordance with Generally Accepted Accounting Principles in the United States, nor are they 4 intended to fully reconcile to the financial statements. 5 Summary of Significant Reporting Policies. The Schedules and Statements have been 6 signed by Mr. A.J. Matsuura. Mr. Matsuura is the Chief Executive Officer and is an authorized 7 signatory for the Debtor. In reviewing and signing the Schedules and Statements, Mr. Matsuura has 8 necessarily relied upon the efforts, statements and representations of the Debtor’s accounting and 9 non-accounting personnel. Mr. Matsuura has not (and could not have) personally verified the 10 accuracy of each such statement and representation, including statements and representations

0 11 concerning amounts owed to creditors. The Debtor has used its best effort to report asset, liability, 1

12 disbursement and other information on each appropriate Schedule and Statement. However, the 13 following qualifications and limitations apply to each of the Pro-Motion’s Schedules and

14 Statements: Hawthorne Blvd. Ste. 2 Ste. Blvd. Hawthorne Torrance9050 3 CA 15 Reporting Date. Unless otherwise noted, asset and liability values are reported in the South Bay Law Firm 1535 2 16 Debtor’s Schedules and Statements as of the close of business on December 20, 2012. 17 Net Book Value. It would be cost prohibitive and unduly burdensome to obtain current 18 market valuations of Pro-Motion’s property interests. Accordingly, unless otherwise indicated, net 19 book values, as of December 20, 2012, rather than current market values of the Debtor’s interest in 20 property are reflected on the Debtor’s Schedules. Assets that have been fully depreciated or were 21 expensed for accounting purposes have no net book value or have been listed as undetermined or 22 unknown. 23 Causes of Action. The Debtor has not set forth all causes of action against all third parties 24 as assets in the Schedules and Statements. Pro-Motion reserve all of its rights with respect to any 25 causes of action that it may have, and neither these General Notes nor the Schedules and Statements 26 are intended to be and shall not be deemed a waiver of any such causes of action or of the right to 27 amend the Schedule and Statement. 28 PRINTED ON RECYCLED PAPER - 3 - GENERAL NOTES AND STATEMENT OF LIMITATION

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1 Schedule B: 2 Unless otherwise noted, Schedule B lists the net book value for each of the Debtor’s assets as of 3 December 20, 2012 as reflected on the Debtor’s books and records. The Debtor reserves all rights 4 with respect to the characterization of the assets listed on Schedule B. 5 Schedule B16: Accounts Receivable balance is shown after deduction for uncollectible 6 allowance. 7 Schedule B28: The computer, warehouse and transportation equipment and furniture & 8 fixtures are shown at cost after deduction for depreciation and amortization. The fair market value is 9 unknown. 10 Schedule B30: Inventory is shown after deductions for certain inventory reserves, and

0 11 includes inventory received but not billed. 1

12 Schedule D: 13 The Debtor reserves the right to dispute or challenge the validity, perfection or immunity

14 from avoidance of any lien purported to be granted or perfected in any specific asset to a secured Hawthorne Blvd. Ste. 2 Ste. Blvd. Hawthorne Torrance9050 3 CA 15 creditor listed on Schedule D. Moreover, although the Debtor has scheduled claims of various South Bay Law Firm 1535 2 16 creditors as secured claims, the Debtor reserves all rights to dispute or challenge the secured nature 17 of any such creditor’s claim or the characterization of the structure of any such transaction, or any 18 document or instrument (including, without limitation, any intercompany agreement), related to 19 such creditor’s claim. 20 The descriptions provided are intended only to be a summary. Reference to the applicable 21 credit agreements and related documents is necessary for a complete description of the collateral 22 and the nature, extent and priority of any liens. Nothing herein shall be deemed a modification or 23 interpretation of the terms of such agreements. 24 Schedule D also contains the names and addresses of certain parties who have filed UCC-1 25 filing statements with the Secretary of State of various jurisdictions in which the Debtor, or its 26 subsidiaries, are engaged in business. 27 28 PRINTED ON RECYCLED PAPER - 4 - GENERAL NOTES AND STATEMENT OF LIMITATION

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1 Schedule E: 2 Tax claims listed on the Debtor’s Schedule E are claims owing to various taxing authorities 3 to which the Debtor may potentially be liable. Unless an amount is stated, the Debtor believes it 4 does not have any tax liability and in an abundance of caution, has listed these tax authorities for 5 notice purpose only. Further, the Debtor reserves the right to assert that certain claims identified on 6 Schedule “E” are not claims of governmental entities and/or that such claims are not entitled to 7 priority. The listing of any claim on Schedule E does not constitute an admission by the Debtor that 8 such claim is entitled to priority under Section 507 of the Bankruptcy Code. The Debtor reserves the 9 right to dispute the priority status of any claim on any basis. While reasonable efforts have been 10 made, determination of the date upon which each claim in Schedule E was incurred or arose would

0 11 be unduly burdensome and cost prohibitive, and therefore the Debtor do not list a date for each 1

12 claim listed on Schedule E. 13 Schedule F.

14 The Debtor reserve all rights with respect to any credits and allowances, including the right Hawthorne Blvd. Ste. 2 Ste. Blvd. Hawthorne Torrance9050 3 CA 15 to assert claims objections and/or setoffs with respect to amounts on Schedule F. Schedule F does South Bay Law Firm 1535 2 16 not include certain deferred charges, deferred liabilities, accruals or general reserves. The Debtor 17 cannot confirm if such amounts were, however, reflected on the Debtor’s books and records as 18 required in accordance with GAAP. Such accruals are general estimates of liabilities and do not 19 represent specific claims as of the Petition Date. 20 The dollar amounts listed may be exclusive of contingent and unliquidated amounts. The 21 Debtor expressly incorporates by reference into Schedule F all parties to pending and potential 22 pending litigation listed in Debtor’s Statements as contingent, unliquidated and disputed claims to 23 the extent not already listed on Schedule F. Some parties to executory contracts or unexpired 24 leases, including those listed on Schedule G, are holders of contingent and unliquidated unsecured 25 claims arising from (i) obligations under those executory contracts or unexpired leases and/or (ii) 26 rejection damages in the event that such executory contract is rejected. Not all such claims are 27 duplicated on Schedule F. 28 PRINTED ON RECYCLED PAPER - 5 - GENERAL NOTES AND STATEMENT OF LIMITATION

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1 Schedule G: 2 While every effort has been made to ensure the accuracy of the schedule of executory 3 contracts, inadvertent errors or omissions may have occurred. The Debtor hereby reserves all of its 4 rights to dispute the validity, status, or enforceability of any contracts, agreements, or leases set 5 forth in Schedule G and the right to amend or supplement such Schedule as necessary. 6 The contracts, agreements, and leases listed on Schedule G may have expired or may have 7 been modified, amended, or supplemented from time to time by various amendments, restatements, 8 waivers, estoppel certificates, letters, and other documents, instruments, and agreements that may 9 not be listed on Schedule G. Nothing in the General Notes or the Schedules and Statements shall be 10 deemed a modification or interpretation of the terms of such agreements.

0 11 The presence of a contract or agreement on Schedule G does not constitute an admission that 1

12 such contract or agreement is an executory contract, unexpired lease, valid or enforceable. The 13 Debtor reserves all rights, claims, and causes of action with respect to the contracts and agreements

14 listed on Schedule G. Hawthorne Blvd. Ste. 2 Ste. Blvd. Hawthorne Torrance9050 3 CA 15 The Debtor may have additional executory contracts that are not presently listed on South Bay Law Firm 1535 2 16 Schedule G. The Debtor will supplement, if necessary, should it discover the existence of such 17 obligations. 18 Disputed, Contingent, and/or Unliquidated Claims. Schedules D, E, and F permit Pro- 19 Motion to designate a claim as disputed, contingent, and/or unliquidated. A failure to designate a 20 claim on any of these schedules as disputed, contingent, and/or unliquidated does not constitute an 21 admission that such claim is not subject to objection or that such claim is or should be allowed. The 22 Debtor reserves the right to dispute or assert offsets or defenses to any claim reflected on these 23 Schedules as to nature, amount, liability, status or otherwise, and to subsequently designate any 24 claim as disputed, contingent or unliquidated. 25 General Notes Control. In the event that the Schedules and Statements differ from the 26 General Notes, the General Notes shall control. 27 28 PRINTED ON RECYCLED PAPER - 6 - GENERAL NOTES AND STATEMENT OF LIMITATION

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1 No Waiver in Schedules. The information contained herein is based upon a review of the 2 Debtor's books and records. However, no comprehensive legal and/or factual investigations with 3 regard to possible defenses to any claims set forth in the Schedules have been completed. Therefore, 4 the Schedules do not and should not be deemed to constitute: (1) a waiver of any defense to any 5 listed claims; (2) an acknowledgement of the allowability of any list claims; and/or (3) a waiver of 6 any other right or legal position of the Debtor. 7 No Waiver in Statements of Financial Affairs. The information contained herein is based 8 upon a review of the Debtor's books and records. However, no comprehensive legal and/or factual 9 investigations with regard to possible defenses to any claims set forth in the Statement of Financial 10 Affairs have been completed. Therefore, the Statement of Financial Affairs does not and should not

0 11 be deemed to constitute: (1) a waiver of any defense to any listed claims; (2) an acknowledgement 1

12 of the allowability of any list claims; and/or (3) a waiver of any other right or legal position of the 13 Debtor.

14 Reservation of Rights. Nothing contained in the Schedules and Statements or these General Hawthorne Blvd. Ste. 2 Ste. Blvd. Hawthorne Torrance9050 3 CA 15 Notes shall constitute an admission, or waiver of any of the Debtor’s rights, with respect to any South Bay Law Firm 1535 2 16 aspect of its chapter 11 cases including, without limitation, any issues involving: objections or 17 defenses to claims; substantive consolidation; equitable subordination; characterization or re- 18 characterization of contracts or other instruments; assumption or rejection of contracts under the 19 provisions the Bankruptcy Code §365; causes of action arising under the provisions of chapter 5 of 20 the Bankruptcy Code; or any other relevant laws applicable to claims objections, recovery of assets, 21 avoidance of transfers, or confirmation of chapter 11 plans. 22 Amendments. The Debtor reserves the right to amend the Schedules and 23 Statements in all respects at any time as may be necessary or appropriate, including without 24 limitation, (a) to assert offsets or defenses to any claim, (b) to amend the amount, liability, or 25 classification of any claim, or (c) to otherwise designate any claim as contingent, unliquidated or 26 disputed. Any failure to designate a claim as contingent, unliquidated, or disputed does not 27 constitute an admission by Debtor that such claim is not contingent, unliquidated, or disputed.

28 PRINTED ON RECYCLED PAPER - 7 - GENERAL NOTES AND STATEMENT OF LIMITATION

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1 ***END OF GENERAL NOTES*** 2 **SCHEDULES AND STATEMENTS BEGIN ON THE FOLLOWING PAGE**

3 DATED: December 20, 2012__ 4

5 /S/ Michael D. Good By: 6 Michael D. Good [Proposed] Counsel for Belshore Enterprises, Inc., dba 7 Pro-Motion Distributing

8 9 10

0 11 1

12 13

14 Hawthorne Blvd. Ste. 2 Ste. Blvd. Hawthorne Torrance9050 3 CA 15 South Bay Law Firm 1535 2 16 17 18 19 20 21 22 23 24 25 26 27 28 PRINTED ON RECYCLED PAPER - 8 - GENERAL NOTES AND STATEMENT OF LIMITATION

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Form 6 - Summary (10/06) United States Bankruptcy Court Central District of California Los Angeles Division

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SUMMARY OF SCHEDULES

Indicate as to each schedule whether that schedule is attached and state the number of pages in each. Report the totals from Schedules A, B, D, E, F, I, and J in the boxes provided. Add the amounts from Schedules A and B to determine the total amount of the debtor’s assets. Add the amounts of all claims from Schedules D, E, and F to determine the total amount of the debtor’s liabilities. Individual debtors must also complete the “Statistical Summary of Certain Liabilities and Related Data” if they file a case under chapter 7, 11, or 13.

AMOUNTS SCHEDULED ATTACHED NO. OF NAME OF SCHEDULE ASSETS LIABILITIES OTHER (YES/NO) SHEETS

A - Real Property Yes 2

B - Personal Property Yes 7 $3,825,464.72

C - Property Claimed as Exempt No 0

D - Creditors Holding Secured Claims Yes 2 $6,841,182.95

E - Creditors Holding Priority Claims Yes 4 $20,958.96

F - Creditors Holding Unsecured Non- Yes 17 $7,813,123.03 Priority Claims

G - Executory Contracts and Unexpired Yes 3 Leases

H - Codebtors Yes 1

I - Current Income of Individual Debtor(s) No 0 $0.00

J - Current Expenditures of Individual No 0 $0.00 Debtor(s)

Total Number of sheets 36 in all schedules

Total Assets $3,825,464.72

Total Liabilities $14,675,264.94 $0.00 Form B6A Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc (10/05) Main Document Page 25 of 113

In re: Bel-Shore Enterprises, Inc. Case No. 12-______-__ Debtor

SCHEDULE A - REAL PROPERTY Except as directed below, list all real property in which the debtor has any legal, equitable, or future interest, including all property owned as a cotenant, community property, or in which the debtor has a life estate. Include any property in which the debtor holds rights and powers exercisable for the debtor’s own benefit. If the debtor is married, state whether husband, wife, or both own the property by placing an “H,” “W,” “J,” or “C” in the column labeled “Husband, Wife, Joint, or Community.” If the debtor holds no interest in real property, write “None” under “Description and Location of Property.”

Do not include interests in executory contracts and unexpired leases on this schedule. List them in Schedule G - Executory Contracts and Unexpired Leases.

If an entity claims to have a lien or hold a secured interest in any property, state the amount of the secured claim. See Schedule D. If no entity claims to hold a secured interest in the property, write “None” in the column labeled “Amount of Secured Claim.”

If the debtor is an individual or if a joint petition is filed, state the amount of any exemption claimed in the property only in Schedule C - Property Claimed as Exempt.

X Check this box if debtor has no real property to report on this Schedule.

Page 1 of 2 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc In re: Bel-Shore Enterprises, Inc. Main Document Page 26 of 113 Case No. 12-______-__ Debtor

SCHEDULE A - REAL PROPERTY (Continuation Sheet)

CURRENT MARKET VALUE H OF DEBTOR'S DESCRIPTION AND W AMOUNT OF NATURE OF DEBTOR'S INTEREST IN LOCATION OF J SECURED INTEREST IN PROPERTY PROPERTY WITHOUT PROPERTY OR CLAIM C DEDUCTING ANY SECURED CLAIM OR EXEMPTION

NONE

Schedule A Total $0.00

Page 2 of 2 Form B6B Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc (10/05) Main Document Page 27 of 113

In re: Bel-Shore Enterprises, Inc. Case No. 12-______-__ Debtor

SCHEDULE B - PERSONAL PROPERTY Except as directed below, list all personal property of the debtor of whatever kind. If the debtor has no property in one or more of the categories, place an “x” in the appropriate position in the column labeled “None.” If additional space is needed in any category, attach a separate sheet properly identified with the case name, case number, and the number of the category. If the debtor is married, state whether husband, wife, or both own the property by placing an “H,” “W,” “J,” or “C” in the column labeled “Husband, Wife, Joint, or Community.” If the debtor is an individual or a joint petition is filed, state the amount of any exemptions claimed only in Schedule C - Property Claimed as Exempt.

Do not list interests in executory contracts and unexpired leases on this schedule. List them in Schedule G - Executory Contracts and Unexpired Leases.

If the property is being held for the debtor by someone else, state that person’s name and address under “Description and Location of Property.” In providing the information requested in this schedule, do not include the name or address of a minor child. Simply state “a minor child.”

Page 1 of 7 In re: Bel-ShoreCase Enterprises, 2:12-bk-51569-RK Inc. Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52Case No. 12-______-__ Desc Debtor Main Document Page 28 of 113

SCHEDULE B - PERSONAL PROPERTY (Continuation Sheet)

CURRENT MARKET VALUE H OF DEBTOR'S W INTEREST IN DESCRIPTION AND LOCATION J TYPE OF PROPERTY NONE PROPERTY WITHOUT OF PROPERTY OR C DEDUCTING ANY SECURED CLAIM OR EXEMPTION

1. Cash on hand. Petty Cash

$600.00

2. Checking, savings or other financial accounts, Citibank (Account # XXXX0667) certificates of deposit, or shares in banks, savings and loan, thrift, building and loan, and homestead $107,236.68 associations, or credit unions, brokerage houses, or cooperatives.

Citibank (Account # XXXX4109)

$41.44

Citibank (Account # XXXX7837)

$34.60

3. Security deposits with public utilities, telephone Rent Deposit for City of Industry premises companies, landlords, and others. $50,000.00

Rent Deposit for Memphis, TN premises

$4,735.00

4. Household goods and furnishings, including audio, video, and computer equipment. X

Page 2 of 7 Page Total $162,647.72 In re: Bel-ShoreCase Enterprises, 2:12-bk-51569-RK Inc. Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52Case No. 12-______-__ Desc Debtor Main Document Page 29 of 113

SCHEDULE B - PERSONAL PROPERTY (Continuation Sheet)

CURRENT MARKET VALUE H OF DEBTOR'S W INTEREST IN DESCRIPTION AND LOCATION J TYPE OF PROPERTY NONE PROPERTY WITHOUT OF PROPERTY OR C DEDUCTING ANY SECURED CLAIM OR EXEMPTION

5. Books, pictures and other art objects, antiques, stamp, coin, record, tape, compact disc, and other collections or collectibles. X

6. Wearing apparel.

7. Furs and jewelry.

8. Firearms and sports, photographic and other hobby equipment. X

9. Interests in insurance policies. Name insurance CNA Insurance (Property, General Liability & Worker's company of each policy and itemize surrender or refund Compensation) value of each. UNKNOWN

10. Annuities. Itemize and name each issuer.

11. Interests in an education IRA as defined in 26 U.S.C. § 530(b)(1) or under a qualified State tuition plan as defined in 26 U.S.C. § 529(b)(1). Give particulars. (File X separately the record(s) of any such interest(s). 11 U.S.C. § 521(c); Rule 1007(b)).

Page 3 of 7 Page Total $0.00 In re: Bel-ShoreCase Enterprises, 2:12-bk-51569-RK Inc. Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52Case No. 12-______-__ Desc Debtor Main Document Page 30 of 113

SCHEDULE B - PERSONAL PROPERTY (Continuation Sheet)

CURRENT MARKET VALUE H OF DEBTOR'S W INTEREST IN DESCRIPTION AND LOCATION J TYPE OF PROPERTY NONE PROPERTY WITHOUT OF PROPERTY OR C DEDUCTING ANY SECURED CLAIM OR EXEMPTION

12. Interests in IRA, ERISA, Keough, or other pension or profit sharing plans. Itemize. X

13. Stock and interests in incorporated and unincorporated businesses. Itemize. X

14. Interests in partnerships or joint ventures. Itemize.

15. Government and corporate bonds and other negotiable and non negotiable instruments. X

16. Accounts Receivable. Accounts Receivable

$454,078.00

Co-op Advertising Receivable

$10,043.00

17. Alimony, maintenance, support, and property settlements in which the debtor is or may be entitled. Give particulars. X

Page 4 of 7 Page Total $464,121.00 In re: Bel-ShoreCase Enterprises, 2:12-bk-51569-RK Inc. Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52Case No. 12-______-__ Desc Debtor Main Document Page 31 of 113

SCHEDULE B - PERSONAL PROPERTY (Continuation Sheet)

CURRENT MARKET VALUE H OF DEBTOR'S W INTEREST IN DESCRIPTION AND LOCATION J TYPE OF PROPERTY NONE PROPERTY WITHOUT OF PROPERTY OR C DEDUCTING ANY SECURED CLAIM OR EXEMPTION

18. Other liquidated debts owing debtor including tax refunds. Give particulars. X

19. Equitable or future interests, life estates, and rights or powers exercisable for the benefit of the debtor other than those listed in Schedule of Real Property. X

20. Contingent and non contingent interests in estate of a decedent, death benefit plan, life insurance policy, or trust. X

21. Other contingent and unliquidated claims of every nature, including tax refunds, counterclaims of the debtor, and right to set off claims. Give estimated value X of each.

22. Patents, copyrights, and other intellectual property. Give particulars. X

23. Licenses, franchises, and other general intangibles. Give particulars. X

24. Customer lists or other compilations containing personally identifiable information (as defined in 11 U.S.C. § 101(41A)) provided to the debtor by X individuals in connection with obtaining a product or service from the debtor primarily for personal, family, or household purposes.

Page 5 of 7 Page Total $0.00 In re: Bel-ShoreCase Enterprises, 2:12-bk-51569-RK Inc. Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52Case No. 12-______-__ Desc Debtor Main Document Page 32 of 113

SCHEDULE B - PERSONAL PROPERTY (Continuation Sheet)

CURRENT MARKET VALUE H OF DEBTOR'S W INTEREST IN DESCRIPTION AND LOCATION J TYPE OF PROPERTY NONE PROPERTY WITHOUT OF PROPERTY OR C DEDUCTING ANY SECURED CLAIM OR EXEMPTION

25. Automobiles, trucks, trailers, and other vehicles and accessories. X

26. Boats, motors, and accessories.

27. Aircraft and accessories.

28. Office equipment, furnishings, and supplies. Furniture, Office, Warehouse and Transportation Equipment & Computer Hardware $18,562.00

29. Machinery, fixtures, equipment and supplies. Buildings and improvements

$22,977.00

30. Inventory. Inventory, Merchandise

$2,884,237.00

31. Animals.

Page 6 of 7 Page Total $2,925,776.00 In re: Bel-ShoreCase Enterprises, 2:12-bk-51569-RK Inc. Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52Case No. 12-______-__ Desc Debtor Main Document Page 33 of 113

SCHEDULE B - PERSONAL PROPERTY (Continuation Sheet)

CURRENT MARKET VALUE H OF DEBTOR'S W INTEREST IN DESCRIPTION AND LOCATION J TYPE OF PROPERTY NONE PROPERTY WITHOUT OF PROPERTY OR C DEDUCTING ANY SECURED CLAIM OR EXEMPTION

32. Crop-growing or harvested. Give particulars.

33. Farming equipment and implements.

34. Farm supplies, chemicals, and feed.

35. Other personal property of any kind not already Current Deferred Taxes listed. Itemize. $128,628.00

Prepaid materials credit due from Hitachi Automotive

$89,292.00

Prepaid Trade show expenses

$55,000.00

Schedule B Total $3,825,464.72

Page 7 of 7 Page Total $272,920.00 Form B6D Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc (10/05) Main Document Page 34 of 113

In re: Bel-Shore Enterprises, Inc. Case No. 12-______-__ Debtor

SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS

State the name, mailing address, including zip code, and last four digits of any account number of all entities holding claims secured by property of the debtor as of the date of filing of the petition. The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be provided if the debtor chooses to do so. List creditors holding all types of secured interests such as judgment liens, garnishments, statutory liens, mortgages, deeds of trust, and other security interests.

List creditors in alphabetical order to the extent practicable. If a minor child is a creditor, indicate that by stating “a minor child” and do not disclose the child’s name. See 11 U.S.C. § 112; Fed. R. Bankr. P. 1007(m). If all secured creditors will not fit on this page, use the continuation sheet provided.

If any entity other than a spouse in a joint case may be jointly liable on a claim, place an “X” in the column labeled “Codebtor,” include the entity on the appropriate schedule of creditors, and complete Schedule H – Codebtors. If a joint petition is filed, state whether husband, wife, both of them, or the marital community may be liable on each claim by placing an “H,” “W,” “J,” or “C” in the column labeled “Husband, Wife, Joint, or Community.”

If the claim is contingent, place an “X” in the column labeled “Contingent.” If the claim is unliquidated, place an “X” in the column labeled “Unliquidated.” If the claim is disputed, place an “X” in the column labeled “Disputed.” (You may need to place an “X” in more than one of these three columns.) Report the total of all claims listed on this schedule in the box labeled “Total” on the last sheet of the completed schedule. Report this total also on the Summary of Schedules.

Check this box if debtor has no creditors holding secured claims to report on this Schedule D.

Page 1 of 2 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc In re: Bel-Shore Enterprises, Inc. Main Document Page 35 of 113 Case No. 12-______-__ Debtor

SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS (Continuation Sheet) CODEBTOR CONTINGENT UNLIQUIDATED DISPUTED H W DATE CLAIM WAS INCURRED, NATURE AMOUNT OF CREDITOR'S NAME AND J OF LIEN, AND DESCRIPTION AND CLAIM WITHOUT UNSECURED MAILING ADDRESS, OR MARKET VALUE OF PROPERTY DEDUCTING PORTION, IF INCLUDING ZIP CODE C SUBJECT TO LIEN VALUE OF ANY COLLATERAL

Hitachi Automotive Systems Americas Inc Subordinated Secured Promissory Note 6200 Gateway Drive (Disputed as to security interest) Cypress, CA 90630 $3,091,302.95 $1,214,148.95

HKS USA Inc UCC Filing 13401 S Main Street For Notice Purpose Only Los Angeles, CA 90061 XXX UNKNOWN UNKNOWN

Praesidian Capital Investors Inc Senior Secured Promissory Notes 419 Park Ave South New York, NY 10016 $3,749,880.00 $4,266,278.32

Schedule D Total $6,841,182.95

Page 2 of 2 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 36 of 113

In Bel-Shore Enterprises, Inc. Case No. 12-______Debtor

SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, AMOUNT NOT INCURRED AND AMOUNT MAILING ADDRESS AMOUNT OF ENTITLED TO CONSIDERATION FOR ENTITLED TO INCLUDING ZIP CODE, CLAIM PRIORITY, IF CLAIM, PRIORITY JOINT, OR

AND ACCOUNT NUMBER DISPUTED ANY COMMUNITY CODEBTOR HUSBAND, WIFE, CONTINIGENT UNLIQUIDATED

Internal Revenue Service PO Box 7346 Tax Claim X X X $0.00 UNKNOWN UNKNOWN Philadelphia, PA 19101-7346 (For Notice Purpose Only)

Franchise Tax Board Special Procedures Section Tax Claim X X X $0.00 UNKNOWN UNKNOWN P.O. Box 2952 (For Notice Purpose Only) Sacramento, CA 95812

City of Industry 15625 East Stafford Street Ste 100 Business License/Permit X X X $0.00 UNKNOWN UNKNOWN City of Industry, CA 91744 (For Notice Purpose Only)

State Board of Equalization P.O. Box 942879 Sales/Excise Tax $2,708.00 $2,708.00 $0.00 Sacramento, CA 94279

Eddy Chan 1503 Orchid Way Accrued Vacation $4,957.34 $4,957.34 $0.00 West Covina, CA 91791

Hideo Takaki 3683 Somerset Drive Accrued Vacation $8,942.31 $8,942.31 $0.00 Los Angeles, CA 90016

Jean Ayson 733 E Harvard Place Accrued Vacation $1,500.00 $1,500.00 $0.00 Ontario, CA 91764

Jose Flores, 4447 N Shadydale Ave Accrued Vacation $480.77 $480.77 $0.00 Covina, CA 91722

Mike Morita 2300 255th St Accrued Vacation $1,384.62 $1,384.62 $0.00 Lomita, CA 90717

Page 1 of 2 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 37 of 113

In Bel-Shore Enterprises, Inc. Case No. 12-______Debtor

SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, AMOUNT NOT INCURRED AND AMOUNT MAILING ADDRESS AMOUNT OF ENTITLED TO CONSIDERATION FOR ENTITLED TO INCLUDING ZIP CODE, CLAIM PRIORITY, IF CLAIM, PRIORITY JOINT, OR

AND ACCOUNT NUMBER DISPUTED ANY COMMUNITY CODEBTOR HUSBAND, WIFE, CONTINIGENT UNLIQUIDATED

Roger Orellana 1921 Paso Verde Drive Accrued Vacation $553.92 $553.92 $0.00 Hacienda Heights, CA 91745

Joseph Sato 15739 La Moine St Accrued Vacation $432.00 $432.00 $0.00 Hacienda Heights, CA 91745

Total $20,958.96 $20,958.96 $0.00

Page 2 of 2 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc B6F (Official Form 6F) (12/07) Main Document Page 38 of 113

In re Bel-Shore Enterprises, Inc. Case No. Debtor (If known)

SCHEDULE F- CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS

State the name, mailing address, including zip code, and last four digits of any account number, of all entities holding unsecured claims without priority against the debtor or the property of the debtor, as of the date of filing of the petition. The complete account number of any account the debtor has with the creditor is useful to the trustee and the creditor and may be provided if the debtor chooses to do so. If a minor child is a creditor, 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 and Fed. R. Bankr. P. 1007(m). Do not include claims listed in Schedules D and E. If all creditors will not fit on this page, use the continuation sheet provided.

If any entity other than a spouse in a joint case may be jointly liable on a claim, place an “X” in the column labeled “Codebtor,” include the entity on the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a joint petition is filed, state whether the husband, wife, both of them, or the marital community may be liable on each claim by placing an “H,” “W,” “J,” or “C” in the column labeled “Husband, Wife, Joint, or Community.”

Report the total of all claims listed on this schedule in the box labeled “Total” on the last sheet of the completed schedule. Report this total also on the Summary of Schedules and, if the debtor is an individual with primarily consumer debts, report this total also on the Statistical Summary of Certain Liabilities and Related Data.

Check this box if debtor has no creditors holding unsecured claims to report on this Schedule F.

16 Continuation Sheets Attached

American LegalNet, Inc. www.FormsWorkflow.com B 6F (Official Form 6F) (12/07) Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 39 of 113

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

425 MOTORSPORTS 14405 NE 20TH ST, STE 2 Trade Vendor $271.83 Bellevue WA 98007

AAADEM LLC 2005 MERRICK RD, STE 110 Trade Vendor $2,176.94 Merrick NY 11566

AAI MOTORSPORTS 709 E CEDAR ST Trade Vendor $1,551.00 ONTARIO CA 91761

ACT/ADVANCED CLUTCH TECH. 206 EAST AVE K-4 Trade Vendor $1,839.74 LANCASTER CA 93535

ADVANCED FLOW ENGINEERING 252 GRANITE STREET Trade Vendor $424.97 CORONA CA 92879

AEROMOTIVE INC 7805 BARTON STREET Trade Vendor $412.12 Shawnee Mission KS 66214

AMERICAN BEST CAR PARTS 2891 E VIA MARTENS Trade Vendor $170.93 ANAHEIM CA 92806-1751

Page 1 of 16 B 6F (Official Form 6F) (12/07) Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 40 of 113

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

APR PERFORMANCE INC KONI C/PETER/JOHNNY 21037 COMMERCE POINTE DR Trade Vendor $2,964.28 WALNUT CA 91789

ARK PERFORMANCE INC 13737 AMARILLO AVE Trade Vendor $5,438.65 CHINO CA 91710

AUTO METER PRODUCTS INC. 413 W ELM ST Trade Vendor $3,766.67 SYCAMORE IL 60178-1796

AUTOLINE INDUSTRIES 115 N SUNWAY DR Trade Vendor $1,596.00 Gilbert AZ 85233

AUTOMOTIVE LIGHTING SOLUTION Trade Vendor $1,249.50 17870 NEW HOPE ST #104-502 Fountain Valley CA 92708

AUTOMOTIVE RACING PRODUCT 1863 EASTMAN AVE Trade Vendor $1,862.12 VENTURA CA 93003

AUTOTECH DRIVELINE 29 JOURNEY Trade Vendor $636.50 ALISO VIEJO CA 92656

Page 2 of 16 B 6F (Official Form 6F) (12/07) Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 41 of 113

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

B & M RACING & PERF. 9142 INDEPENDENCE AVE Trade Vendor $3,073.06 CHATSWORTH CA 91311-5902

B&G SUSPENSION SYSTEMS 260 TRADE PLACE #101 Trade Vendor $1,155.93 SAN DIEGO CA 92126

BEST 4 STYLE P.O. BOX 7 Customer Deposit $382.92 San Gabriel, CA 91778

BRAILLE BATTERY INC BLAKE FULLER Trade Vendor $2,935.09 6935 15TH ST E BLDG 115 Sarasota FL 34243

CAR SOUND EXHAUST SYSTEM 22961 ARROYO VISTA Trade Vendor $1,375.10 Rancho Santa Margarita CA 92688

CARQUEST AUTO PA 11818 SOUTH MERIDIAN Customer Deposit $143.00 Puyallup, WA 98373

CENTRIC PARTS INDUSTRY 14528 BONELLI STREET Trade Vendor $4,276.24 CITY OF INDUSTRY CA 91746-301

Page 3 of 16 B 6F (Official Form 6F) (12/07) Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 42 of 113

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

COMPETITION CAMS 3406 DEMOCRAT RD Trade Vendor $525.59 MEMPHIS TN 38118

COMPETITION CLUTCH INC 704 BLACKLAWN RD Trade Vendor $894.16 Conyers GA 30012

CONVERGENCE CP III 2151 Las Palmas Drive Suite E Promissory Note $204,416.66 Carlsbad, CA 92011

CSD MOTORING/WEK 1161 RINGWOOD COURT UNIT 90 Customer Deposit $127.49 San Jose, CA 95131

CT ENGINEERING 3239 MONIER CIRCLE SUITE 5 Trade Vendor $283.60 Rancho Cordova CA 95742

DBA USA 8601 HAGGERTY RD S Trade Vendor $240.16 Belleville MI 48111-1607

DEATSCHWERKS 1745 W SHERIDAN Trade Vendor $312.25 Oklahoma City OK 73106

Page 4 of 16 B 6F (Official Form 6F) (12/07) Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 43 of 113

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

DEE ENGINEERING/PROTHANE 3560 CADILLAC AVENUE Trade Vendor $155.96 COSTA MESA CA 92626-1490

DEE'S AUTO BODY 9012 ARTESIA BLVD Customer Deposit $840.00 Bellflower, CA 90706

DIAMOND BAR AUTO 206 S DIAMOND BAR BLVD Customer Deposit $2,000.00 DIAMOND BAR, CA 91765

DLSPEED INC 14302 E 84TH ST N #203 Owasso Customer Deposit $248.00 OK 74055 United States

EDELBROCK CORPORATION 2700 CALIFORNIA ST Trade Vendor $1,657.78 TORRANCE CA 90503

EIBACH SPRINGS INC 264 MARIAH CIRCLE Trade Vendor $2,921.55 CORONA CA 92879-1751

ENERGY SUSPENSION 1131 VIA CALLEJON Trade Vendor $1,729.28 SAN CLEMENTE CA 92673-6230

Page 5 of 16 B 6F (Official Form 6F) (12/07) Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 44 of 113

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

Eric Castillo C/o Andrew Pongracz, Esq. Seki Nishimura & Watase LLP Settlement Agreement $8,000.00 605 West Olympic Blvd Penthouse Los Angeles CA 90015

EUGENE INOSE 2326 CASTERTA COURT Promissory Note $1,801,553.00 HENDERSON, NV 89014

EXTREME DIMENSIONS 1920 W. MALVERN AVE Trade Vendor $2,166.36 FULLERTON CA 92833

FIRESTONE INDUSTRIAL PROD 250 W 96TH STREET Trade Vendor $4,042.12 Indianapolis IN 46260

FIVE AXIS MODELS 7612 WOODWIND DR Trade Vendor $659.50 HUNTINGTON BEACH CA 92647

FLOWMASTER 100 STONY POINT RD STE 125 Trade Vendor $864.91 Santa Rosa CA 95401

FREIGHTQUOTE.COM 16025 W 113TH STREET Trade Vendor $2,036.95 Lenexa KS 66216

Page 6 of 16 B 6F (Official Form 6F) (12/07) Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 45 of 113

In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE, FUSTON-GT 2133/88 SRINAKARIN PL.RM906 ONNUCH RD. Customer Deposit $196.20 KWANG SUANLUANG BANJKOK, 10250 THAILAND

GOODIE GARAGE 1170 CENTRE DRIVE UNIT# C Customer Deposit $248.07 Walnut, CA 91789

GROUP-A AUTOSPORTS INC BRIAN /DAVE/MARYx202/VICK 2050 5TH ST Trade Vendor $67,998.97 NORCO CA 92860-1912

HALO AUTOMOTIVE 8941 ATLANTA AVE #170 Trade Vendor $131.90 HUNTINGTON BEACH CA 92646

HASPORT PERFORMANCE 2849 S 44TH STREET Trade Vendor $864.38 Phoenix AZ 85040

HAYMARKET MEDIA INC 16842 VON KARMAN AVE STE 125 Trade Vendor $5,500.00 IRVINE CA 92606

HI TECH PRECISION 1516-A INDUSTRIAL PARK Trade Vendor $737.50 COVINA CA 91772

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

HITACHI AUTOMOTIVE PROD. SHERRY N./ LOU E. Reseller Agreement $1,213,989.75 6200 GATEWAY DRIVE Cypress CA 90630

HOLLEY PERFORMANCE PROD. 1650 GLENN CURTISS ST. Trade Vendor $600.24 Carson CA 90746

H-TUNE 13 HILL AVE Customer Deposit $164.04 DUMFRIES DG2 7HN United Kingdom

ICON DEVELOPMENT INC JASON GENO Trade Vendor $4,250.00 719 1/2 N LUCIA AVE REDONDO BEACH CA 90278

INJEN TECHNOLOGY 244 PIONEER PLACE Trade Vendor $2,002.51 POMONA CA 91768

INNOVATE! MOTORSPORTS INC 15312 Connector Lane Trade Vendor $548.28 HUNTINGTON BEACH CA 92649

INNOVATIVE MOUNTS 1366 N HUNDLEY ST Trade Vendor $2,140.98 Anaheim CA 92806

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

JB AUTOSPORTS 2408 48TH ST Customer Deposit $1,057.50 Des Moines, IA 50310

JE PISTONS 15312 CONNECTOR LANE Trade Vendor $394.77 HUNTINGTON BEACH CA 92649

JOHNSTON RESEARCH & PERF 2344 SHERIDAN WAY Trade Vendor $1,999.90 Mississauga Ontario L5J2M4

K LINE LOGISTICS 550 NORTH NASH STREET Trade Vendor $18,795.67 El Segundo CA 90245

K&N ENGINEERING INC. PAT 4121/ CAROL4058/ SHANNON 1455 CITRUS ST Trade Vendor $5,406.67 RIVERSIDE CA 92502

KJAG TRANSPORTATION INC. PO BOX 27282 Trade Vendor $3,026.20 San Diego CA 92198

KW AUTOMOTIVE 1075 NORTH AVE Trade Vendor $1,755.92 SANGER CA 93657-3539

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

KYB AMERICA 140 N MITCHELL COURT Trade Vendor $1,836.36 ADDISON IL 60101

LANDSBERG 13397 MARLAY AVE BLDG #A Trade Vendor $1,818.39 FONTANA CA 92337

LEE INSTALLATIONS INC 18247 NEWTON NOOK Trade Vendor $2,126.13 COLLIERVILLE TN 38017

LEX MOTORSPORTS 516 EAST JUANITA AVE SUITE 3 Customer Deposit $439.50 Mesa, AZ 85204

M7 USA LLC 1531 S CARLOS AVE Trade Vendor $147.00 ONTARIO CA 91761

MARCUM LLP 2 PARK PLAZA STE 1200 Accounting Services $20,245.39 Irvine CA 92614

MAYCO AUTOMOTIVE 5911 BELLAIRE BLVD Customer Deposit $200.00 Houston, TX 77081

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

MOMO AUTOMOTIVE ACC. 22412 GILBERTO UNIT B Trade Vendor $2,203.07 Rancho Santa Margarita CA 92688

NGK SPARK PLUGS USA INC PO BOX 514757 Trade Vendor $2,692.74 LOS ANGELES CA 90051-4757

NIPPON OIL USA 3625 DEL AMO BLVD #385 Trade Vendor $2,828.22 Torrance CA 90503

NITROUS EXPRESS 5411 SEYMOUR HIGHWAY Trade Vendor $24.37 WICHITA FALLS TX 76310

PACESETTER MARKETING INC 2841 W CLARENDON AVE Trade Vendor $116.24 PHOENIX AZ 85017

PEFORMANCE AUTO & SOUND 44 PRINCE ANDREW PLACE Trade Vendor $27,800.00 TORONTO ON M3C2H4

PIAA CORPORATION USA P O BOX 4500 UNIT 46 Trade Vendor $3,106.30 PORTLAND OR 97208-4500

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

PILOT AUTOMOTIVE INC 13000 TEMPLE AVE Trade Vendor $3,540.62 CITY OF INDUSTRY CA 91745

PILOT FREIGHT SERVICES DEPT 2540 PO BOX 122540 Trade Vendor $324.02 DALLAS, TX 75312-2540

PRAESIDIAN CAPITAL 419 PARK AVENUE SOUTH Promissory Note $4,266,278.32 New York NY 10016

PRENDS AUTO 1809 11TH STREET Trade Vendor $1,247.22 KENNER LA 70062

PYTHON INJECTION/VENOM 8610 CENTRAL AVE Trade Vendor $476.19 STANTON CA 90680

RACING TRENDZ 5170 FRANKLIN BLVD UNIT2 Customer Deposit $1,685.00 Eugene, OR 97403

REDRANGER USAREID YOKEN 9469 RICHMOND PLACE Trade Vendor $1,616.59 Rancho Cucamonga CA 91730

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

RENN SPEC, INC 14262 E VALLEY BLVD UNIT D Customer Deposit $3,100.00 La Puente, CA 91746

ROYAL PURPLE 1 ROYAL PURPLE LANE Trade Vendor $93.96 PORTER TX 77365

SCAT ENTERPRISES INC 1400 KINGSDALE AVE Trade Vendor $1,849.69 Redondo Beach CA 90278

SEIBON CARBON 1215 BIXBY DRIVE Trade Vendor $2,646.00 CITY OF INDUSTRY CA 91745

SOURCE INTERLINK OVEIS HASHMANI/MARINA-ACC Trade Vendor $11,207.00 13266 COLLECTIONS CENTER CHICAGO IL 60693

SP ENGINEERING 424 TURNBULL CANYON RD Trade Vendor $52.50 CITY OF INDUSTRY CA 91744

SPARCO MOTOR SPORTS INC 1852 KAISER AVENUE Trade Vendor $4,471.64 IRVINE CA 92614

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

SPECIALTY PRODUCTS CO. 4045 SPECIALTY PLACE Trade Vendor $1,986.68 LONGMONT CO 80502-0923

SPECTRE PERFORMANCE 1720 S CARLOSE AVE Trade Vendor $2,842.00 Ontario CA 91761

SPEED GALLERY/C. 11550 VENTURA BLVD Customer Deposit $352.00 STUDIO CITY, CA 91604-2612

SPYDER AUTO 19395 E Walnut Dr North Trade Vendor $972.34 City of Industry CA 91748

SYNAPSE ENGINEERING INC. 6339 NANCY RIDGE DR Trade Vendor $183.68 SAN DIEGO CA 92121

TANABE RACING DEVELOPMENT 1849 WESTERN WAY Trade Vendor $1,340.54 TORRANCE CA 90501

TECHNICA MOTORSP 1345 BOYD AVE NW SUITE B Customer Deposit $3,106.74 Atlanta, GA 30318

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

TEXAS AUTOMOTIVE 8701 MCGREGOR LANE Customer Deposit $342.40 DRIPPING SPRINGS, TX 78620-2465

THARCO PO BOX 39000 Trade Vendor $6,034.07 SAN FRANCISCO CA 94139-0001

TORCO INTERNATIONAL CORP 9145 MILLIKEN AVE Trade Vendor $5,575.10 RANCHO CUCAMONGA CA 91730

TREADSTONE PERFORMANCE PO BOX 972072 Trade Vendor $58.93 Miami FL 33197

TURBONETICS INC 14399 PRINCETON AVE Trade Vendor $662.32 Moorpark CA 93021

TURBOSMARTMARTY STAGGS 9469 RICHMOND PL Trade Vendor $607.23 Rancho Cucamonga CA 91730

UPS/UNITED PARCEL SERVICE P O BOX 894820 Trade Vendor $3,505.40 LOS ANGELES CA 90189-4820

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In Re Bel-shore Enterprises, Inc. Case No. 12 - ______Debtor

SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS (Continuation Sheet)

DATE CLAIM WAS CREDITOR'S NAME, INCURRED AND MAILING ADDRESS CONSIDERATION FOR AMOUNT OF INCLUDING ZIP CODE, CLAIM, CLAIM JOINT, OR

AND ACCOUNT NUMBER IF CLAIM IS SUBJECT TO DISPUTED CODEBTOR COMMUNITY SETOFF, SO STATE. CONTINIGENT UNLIQUIDATED HUSBAND, WIFE,

VALLEY VISTA SERVICES INC 17445 EAST RAILROAD ST Trade Vendor $123.42 ROWLAND HEIGHTS CA 91748

VIBRANT POWER INC 310 COURTNEY PARK DR EAST Trade Vendor $615.83 MISSISSAUGA ON L5T 2S5

WELLMAN PRODUCTS GROUP 920 LAKE RD Trade Vendor $1,826.53 MEDINA OH 44256

WILWOOD ENGINEERING 4700 CALLE BOLERO Trade Vendor $3,628.00 Camarillo CA 93012

WOLFGANG COMMUNICATIONS 5116 MAPLE ST Trade Vendor $10,000.00 IRVINE CA 92612

Total $7,813,123.03

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In Re Bel-shore Enterprises, Inc. Case No: 12 - ______Debtor

SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES

Describe all executory contracts of any nature and all unexpired leases of real or personal property. Include any timeshare interests. State nature of debtor’s interest in ontract, i.e ., “Purchaser,” “Agent,” etc. State whether debtor is the lessor or lessee of a lease. Provide the names and complete mailing addresses of all other parties to each lease or contract described. If a minor child is a party to one of the leases or contracts, indicate that by stating “a minor child” and do not disclose the child’s name. See 11 U.S.C. § 112; Fed.R. Bankr. P. 1007(m).

ADP Contract 7000 Village Drive Payroll Processing Agreement date Buena Park CA 90621

Apolo Networking Systems 1420 N. Claremont Blvd. Ste. 103-B IT maintenance agreement dated 2/27/2012 Claremont, CA 91711

CEA, LLP 703 Palomar Airport Road #150 Accounting Professional Services Agreement Carlsbad, CA 92011

Charles Dunn Equities II, LLC 800 W. Sixth Street, Ste. 600 Real Estate Lease Agreement dated 11/15/2010 Los Angeles, CA 90017

CONVERGENCE CP III 2151 Las Palmas Drive Suite E Unsecured Promissory Note Carlsbad, CA 92011

DBI Capital, LLC 2151 Las Palmas Drive, Ste. E Management Consulting Agreement dated 11/2012 Carlsbad, CA 92011

EFM Capital Partners 4870 Caminito Exquisito Management Consulting Agreement dated 11/2012 San Diego, CA 92130

Eugene Inose 2326 Caserta Court Unsecured Promissory Note Henderson, NV 89014

Hitachi Automotive Systems Americas, Inc. Asset Purchase Agreement dated 9/15/2011 and Amendment 1 dated 6200 Gateway Drive 2/14/2012 Cypress, CA 90830

Hitachi Automotive Systems Americas, Inc. 6200 Gateway Drive Security Agreement dated 9/15/2011 Cypress, CA 90830

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In Re Bel-shore Enterprises, Inc. Case No: 12 - ______Debtor

SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES (Continuation Sheet)

Hitachi Automotive Systems Americas, Inc. 6200 Gateway Drive Security Agreement dated 2/14/2011 Cypress, CA 90830

Hitachi Automotive Systems Americas, Inc. 6200 Gateway Drive Promissory Note dated 9/15/2011 Cypress, CA 90830

Hitachi Automotive Systems Americas, Inc. 6200 Gateway Drive Promissory Note dated 2/14/2012 Cypress, CA 90830

Icon Internet Development 719 1/2 N Lucia Ave Website development agreement Redondo Beach, CA 90278

Marlin Leasing Corporation 300 Fellow Rd. Equipment Lease Contract for phone system Mount Laurel, NJ 08054

Nexjen Systems, Inc. 27668 Mountain Meadow Rd. Software License Agreement Escondido, CA 92026

AJ Matsuura 2388 Peck Road Indemnification Agreement dated 11/2012 City of Industry, CA 90601

Frank Mora 2388 Peck Road Indemnification Agreement dated 11/2012 City of Industry, CA 90601

Brian Malewicz 2388 Peck Road Indemnification Agreement dated 11/2012 City of Industry, CA 90601

PMD Holdings, Inc. 4870 Caminito Exquisito Guaranty dated 3/31/2006 San Diego, CA 92130

Praesidian Capital Investors 419 Park Ave South Senior Secured Promissory Notes dated 3/31/2006 and Amendments and New York, NY 10016 Related Documents

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In Re Bel-shore Enterprises, Inc. Case No: 12 - ______Debtor

SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES (Continuation Sheet)

DESCRIPTION OF CONTRACT OR LEASE AND NAME AND MAILING ADDRESS, NATURE OF DEBTOR'S INTEREST. STATE WHETHER LEASE INCLUDING ZIP CODE, IS FOR NONRESIDENTIAL OF OTHER PARTIES TO LEASE OR CONTRACT. REAL PROPERTY. STATE CONTRACT NUMBER OF ANY GOVERNMENT CONTRACT. Praesidian Capital Investors 419 Park Ave South Loan and Securities Purchase Agreement dated 3/31/06 and Addendums and New York, NY 10016 Amendments and Related Documents

Printer Essentials.com, Inc. 4600 Cromwell Ste. 105 Sublease Agreement dated 8/9/2012 Memphis, TN 38118

Snell & Wilmer 600 Anton Blvd., Ste. 1400 Legal Professional Services Engagement Letter Costa Mesa, CA 92626

South Bay Law Firm 21535 Hawthorne Blvd., Ste. 210 Legal Professional Services Engagement Letter Torrance, CA 90503

Storage Outlet - South El Monte c/o Progressive Realty Partners, Inc. Self Storage Facility Rental Agreement 6885 Alton Parkway, Ste. 100 Irvine, CA 92618

198-6 Memphis Industrial Portfolio Holdings, LLC c/o CW Capital Asset Management LLC Real Estate Lease Agreement dated 4/30/2010 7501 Wisconsin Avenue, Ste. 500 W Bethesda, Maryland 20814

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In re Bel-Shore Enterprises, Inc, Case No. Debtor (if known)

SCHEDULE H - CODEBTORS

Provide the information requested concerning any person or entity, other than a spouse in a joint case, that is also liable on any debts listed by the debtor in the schedules of creditors. Include all guarantors and co-signers. 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 the eight-year period 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, commonwealth, or territory. Include all names used by the nondebtor spouse during the eight years immediately preceding the commencement of this case. If a minor child is a codebtor or a creditor, 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 and Fed. R. Bankr. P. 1007(m).

Check this box if debtor has no codebtors. NAME AND ADDRESS OF CODEBTOR NAME AND ADDRESS OF CREDITOR

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Form 6 - Summary (10/06) United States Bankruptcy Court Central District of California Los Angeles Division In Re Bel-shore Enterprises, Inc. Case No. Debtor

DECLARATION CONCERNING DEBTOR'S SCHEDULES

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Chief Executive Officer of the corporation named as debtor in this case, declare under penalty of perjury that I have read the foregoing summary and schedules, consisting of 37 sheets, and that they are true and correct to the best of my knowledge, information, and belief.

Date: December 20, 2012 Signature /s/ A.J. Matsuura A.J. Matsuura Chief Executive Officer

Penalty for making a false statement or concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both. 18 U.S.C. § § 152 and 3571. Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 60 of 113

B 7 (Official Form 7) (12/12)

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA

In re: Bel-Shore Enterprises, Inc. Case No. Debtor (if known)

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 and 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 persons in control of a corporate debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(2), (31).

1. Income from employment or operation of business

None 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.)

AMOUNT SOURCE $18,524,218.00 2010 Sales revenue $19,132,923.00 2011 Sales Revenue $13,275,738.00 January 2012 to November 2012 Sales Revenue

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B 7 (12/12) 2

2. Income other than from employment or operation of business

None State the amount of income received by the debtor other than from employment, trade, profession, 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.)

AMOUNT SOURCE

3. Payments to creditors

Complete a. or b., as appropriate, and c. None 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 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 credit 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 AMOUNT AMOUNT PAYMENTS PAID 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 $5,850*. 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 credit counseling agency. (Married debtors filing under chapter 12 or chapter 13 must include payments and other 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.)

NAME AND ADDRESS OF CREDITOR DATES OF AMOUNT AMOUNT PAYMENTS/ PAID OR STILL TRANSFERS VALUE OF OWING TRANSFERS See SOFA Exhibit 3b

* Amount subject to adjustment on 4/01/13, and every three years thereafter with respect to cases commenced on or after the date of adjustment.

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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.)

NAME AND ADDRESS OF CREDITOR DATE OF AMOUNT AMOUNT AND RELATIONSHIP TO DEBTOR PAYMENT PAID STILL OWING

See SOFA Exhibit 3c

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

None 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 NATURE OF COURT OR AGENCY STATUS OR AND CASE NUMBER PROCEEDING AND LOCATION DISPOSITION Eric Castillo v. Bel-Shore Enterprises, Inc. dba Pro Employee Dispute Superior Court of Los Angeles Settled Motion Distributing Case # BC475939

None 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 DATE OF DESCRIPTION OF PERSON FOR WHOSE SEIZURE AND VALUE BENEFIT PROPERTY WAS SEIZED OF PROPERTY

5. Repossessions, foreclosures and returns

None 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 DATE OF REPOSSESSION, DESCRIPTION OF CREDITOR OR SELLER FORECLOSURE SALE, AND VALUE TRANSFER OR RETURN OF PROPERTY

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6. Assignments and receiverships

None 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 DATE OF TERMS OF OF ASSIGNEE ASSIGNMENT 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 NAME AND LOCATION DATE OF DESCRIPTION OF CUSTODIAN OF COURT ORDER AND VALUE CASE TITLE & NUMBER Of PROPERTY

7. Gifts

None 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.)

NAME AND ADDRESS RELATIONSHIP DATE DESCRIPTION OF PERSON TO DEBTOR, OF GIFT AND VALUE OR ORGANIZATION IF ANY OF GIFT

8. Losses

None 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.)

DESCRIPTION DESCRIPTION OF CIRCUMSTANCES AND, IF DATE AND VALUE OF LOSS WAS COVERED IN WHOLE OR IN PART OF LOSS PROPERTY BY INSURANCE, GIVE PARTICULARS

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9. Payments related to debt counseling or bankruptcy

None 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 a petition in bankruptcy within one year immediately preceding the commencement of this case.

NAME AND ADDRESS DATE OF PAYMENT, AMOUNT OF MONEY OR OF PAYEE NAME OF PAYER IF DESCRIPTION AND OTHER THAN DEBTOR VALUE OF PROPERTY SOUTH BAY LAW FIRM 21535 Hawthorne Blvd. Ste. 210 11/6/2012 $37.500.00 Torrance CA 90503

SOUTH BAY LAW FIRM 21535 Hawthorne Blvd. Ste. 210 11/14/2012 $37,500.00 Torrance CA 90503

SOUTH BAY LAW FIRM 21535 Hawthorne Blvd. Ste. 210 12/20/2012 $75,000.00 Torrance CA 90503

DBI Capital LLC 2151 Las Palmas Drive, Ste E 11/20/2012 $33,334.00 Carlsbad, CA 92011

DBI Capital LLC 2151 Las Palmas Drive, Ste E 12/10/2012 $30,000.00 Carlsbad, CA 92011

EFM Capital Partners 4870 Caminito Exquisito 11/20/2012 $17,262.53 San Diego, CA 92130

EFM Capital Partners 4870 Caminito Exquisito 12/10/2012 $15,000.00 San Diego, CA 92130

10. Other transfers None 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.)

NAME AND ADDRESS DATE DESCRIBE PROPERTY OF TRANSFEREE, TRANSFERRED AND RELATIONSHIP TO DEBTOR VALUE RECEIVED

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 DATE(S) OF AMOUNT OF MONEY OR DESCRIPTION DEVICE TRANSFER(S) AND VALUE OF PROPERTY OR DEBTOR'S INTEREST IN PROPERTY

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B 7 (12/12) 5

11. Closed financial accounts

None 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 TYPE OF ACCOUNT, LAST FOUR AMOUNT AND OF INSTITUTION DIGITS OF ACCOUNT NUMBER, DATE OF SALE AND AMOUNT OF FINAL BALANCE OR CLOSING

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12. Safe deposit boxes

None 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 NAMES AND ADDRESSES DESCRIPTION DATE OF TRANSFER OF BANK OR OF THOSE WITH ACCESS OF OR SURRENDER, OTHER DEPOSITORY TO BOX OR DEPOSITORY CONTENTS IF ANY

13. Setoffs

None 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 DATE OF AMOUNT OF CREDITOR SETOFF OF SETOFF

Hitachi Automotive Products $743.99 6200 Gateway Drive 10/8/12 Cypress CA 90630

14. Property held for another person

None List all property owned by another person that the debtor holds or controls.

NAME AND ADDRESS DESCRIPTION AND LOCATION OF PROPERTY OF OWNER VALUE OF PROPERTY Mizu Cooling Solutions Consigned goods with approximate 2388 Peck Road 8941 Atlanta Ave #170 value of $10,000. City of Industry, CA 90601 Huntington Beach, CA 92646

Marlin Leasing Corporation Intellicom Communications phone 2388 Peck Road 300 Fellowship Rd. syetem City of Industry, CA 90601 Mount Laurel, NJ 08054

DBA Distribution Services Consigned goods with approximate 2388 Peck Road P O BOX 6090 value of $100,000. City of Industry, CA 90601 Somerset, NJ 08875-6090 At any given time, in the ordinary course of business, the Debtor received and maintained consigned goods the Debtor controlled and sold for the benefit of the consignor for a fee.

In addition, in the ordinary course of its business, the Debtor leased equipment from certain third-party lessors for use in the daily operation of its business. The debtor has an option to purchase the property the subject of the lease at the end of the lease term.

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B 7 (12/12) 9

15. Prior address of debtor

None If 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 883 Azusa Ave. Bel-Shore Enterprises, Inc. dba Pro- April 1, 2006 To February 28, City of Industry, CA 91748 Motion Distributing 2011

16. Spouses and Former Spouses

None 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

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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 NAME AND ADDRESS DATE OF ENVIRONMENTAL AND ADDRESS OF GOVERNMENTAL UNIT NOTICE LAW

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 NAME AND ADDRESS DATE OF ENVIRONMENTAL AND ADDRESS OF GOVERNMENTAL UNIT NOTICE 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 DOCKET NUMBER STATUS OR OF GOVERNMENTAL UNIT DISPOSITION

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18 . Nature, location and name of business

None 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 ADDRESS NATURE OF BUSINESS BEGINNING AND OF SOCIAL-SECURITY ENDING DATES OR OTHER INDIVIDUAL TAXPAYER-I.D. NO. (ITIN)/ COMPLETE EIN

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

None 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 Frank Mora 2388 Peck Road 2010 to Present City of Industry, CA 90601

Hideo Takaki 2388 Peck Road 2010 to Present City of Industry, CA 90601

None b. List all firms or individuals who within 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.

NAME ADDRESS DATES SERVICES RENDERED

5 Park Plaza, Ste 700 Marcum, LLP 2010 to 2011 Irvine, CA 92614

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 ADDRESS 2388 Peck Road Frank Mora City of Industry, CA 90601

2388 Peck Road Hideo Takaki City of Industry, CA 90601

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 DATE ISSUED Praesidian Capital 419 Park Ave. South Monthly as requested New York, NY 10016

20. Inventories

None 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) January 7, 2012 Frank Mora $4,775,183 (lower of cost or market)

January 15, 2011 Frank Mora $1,810,360 (lower of cost or market)

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None b. List the name and address of the person having possession of the records of each of the inventories reported in a., above.

DATE OF INVENTORY NAME AND ADDRESSES OF CUSTODIAN OF INVENTORY RECORDS Frank Mora January 7, 2012 2388 Peck Road City of Industry, CA 90601

Frank Mora January 15, 2011 2388 Peck Road City of Industry, CA 90601

21 . Current Partners, Officers, Directors and Shareholders

None 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. NATURE AND PERCENTAGE NAME AND ADDRESS TITLE OF STOCK OWNERSHIP A. J. Matsuura Chief Executive Officer and 2388 Peck Road See Footnote Chairman of the Board of Director City of Industry, CA 90601

Brian Malewicz Secretary and Member of Board 2388 Peck Road See Footnote of Director City of Industry, CA 90601

Frank Mora Chief Financial Officer and 2388 Peck Road See Footnote Member of the Board of Directors City of Industry, CA 90601

The Debtor is 100% owned by PMD Holdings, a Nevada corporation. Convergence CPIII LP owns 100% of the equity of PMD Holdings. The general partner of Convergence CPIII LP is Convergence Capital Management. EFM Capital Partners ("EFM") and DBI Capital ("DBI") are the managers of Convergence Capital Management. A.J. Matsuura is the Chief Executive Officer of EFM, Brian Malewicz is the President of DBI and Frank Mora is a consultant of DBI.

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22 . Former partners, officers, directors and shareholders

None 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

Seth Parks 3988 Syme Drive Member of Board of Director March 1, 2012 Carlsbad, CA 92008

23 . Withdrawals from a partnership or distributions by a corporation

None 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 DATE AND PURPOSE AMOUNT OF MONEY OF RECIPIENT, OF WITHDRAWAL OR DESCRIPTION RELATIONSHIP TO DEBTOR AND VALUE OF PROPERTY

See SOFA Exhibit 23

24. Tax Consolidation Group.

None 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)

PMD Holdings, Inc. 95-4707610

25. Pension Funds.

None 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)

******

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Form 6 - Summary (10/06) United States Bankruptcy Court Central District of California Los Angeles Division In Re Bel-Shore Enterprises, Inc. Case No. ______Debtor

DECLARATION CONCERNING DEBTOR'S STATEMENT OF FINANCIAL AFFAIRS

DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Chief Executive Officer of the corporation named as debtor in this case, 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 20, 2012 Signature /s/ A.J. Matsuura A.J. Matsuura Chief Executive Officer

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CB42897 AAI MOTORSPORTS Trade expense 9/21/2012 1,046.43 CB42986 AAI MOTORSPORTS Trade expense 10/3/2012 1,202.52 CB43088 AAI MOTORSPORTS Trade expense 10/17/2012 659.40 CB43288 AAI MOTORSPORTS Trade expense 11/7/2012 132.31 CB43309 AAI MOTORSPORTS Trade expense 11/9/2012 2,564.00 CB43382 AAI MOTORSPORTS Trade expense 11/20/2012 1,603.19 AAI MOTORSPORTS Total Trade expense 7,207.85 CB42898 ACT/ADVANCED CLUTCH TECH. Trade expense 9/21/2012 3,402.98 CB42942 ACT/ADVANCED CLUTCH TECH. Trade expense 9/26/2012 2,938.46 CB42991 ACT/ADVANCED CLUTCH TECH. Trade expense 10/4/2012 2,257.48 CB43026 ACT/ADVANCED CLUTCH TECH. Trade expense 10/10/2012 5,095.45 CB43055 ACT/ADVANCED CLUTCH TECH. Trade expense 10/12/2012 4,306.38 CB43114 ACT/ADVANCED CLUTCH TECH. Trade expense 10/19/2012 3,659.28 CB43188 ACT/ADVANCED CLUTCH TECH. Trade expense 10/26/2012 3,027.81 CB43257 ACT/ADVANCED CLUTCH TECH. Trade expense 11/2/2012 3,028.29 CB43350 ACT/ADVANCED CLUTCH TECH. Trade expense 11/15/2012 7,411.18 CB43417 ACT/ADVANCED CLUTCH TECH. Trade expense 11/28/2012 3,237.50 CB43457 ACT/ADVANCED CLUTCH TECH. Trade expense 12/5/2012 3,630.16 CB43467 ACT/ADVANCED CLUTCH TECH. Trade expense 12/7/2012 2,714.65 CB43505 ACT/ADVANCED CLUTCH TECH. Trade expense 12/13/2012 5,566.72 ACT/ADVANCED CLUTCH TECH. Trade expense 50,276.34 Total CB43081 ADVANCED FLOW ENGINEERING Trade expense 10/15/2012 12,994.99 CB43151 ADVANCED FLOW ENGINEERING Trade expense 10/23/2012 383.50 CB43177 ADVANCED FLOW ENGINEERING Trade expense 10/25/2012 8,114.80 CB43204 ADVANCED FLOW ENGINEERING Trade expense 10/29/2012 305.74 CB43226 ADVANCED FLOW ENGINEERING Trade expense 10/30/2012 755.35 CB43270 ADVANCED FLOW ENGINEERING Trade expense 11/5/2012 299.57 CB43289 ADVANCED FLOW ENGINEERING Trade expense 11/7/2012 197.54 CB43337 ADVANCED FLOW ENGINEERING Trade expense 11/14/2012 371.17 CB43351 ADVANCED FLOW ENGINEERING Trade expense 11/15/2012 1,124.91 ADVANCED FLOW ENGINEERING Trade expense 24,547.57 Total CB42958 AEM/ADVANCED ENGINE MAN. Trade expense 9/28/2012 12,489.78 CB43227 AEM/ADVANCED ENGINE MAN. Trade expense 10/30/2012 20,884.04 CB43238 AEM/ADVANCED ENGINE MAN. Trade expense 10/30/2012 20,996.07 CB43433 AEM/ADVANCED ENGINE MAN. Trade expense 11/30/2012 6,932.17 CB43444 AEM/ADVANCED ENGINE MAN. Trade expense 11/30/2012 20,996.07 CB43535 AEM/ADVANCED ENGINE MAN. Trade expense 12/13/2012 9,118.73 AEM/ADVANCED ENGINE MAN. Trade expense 91,416.86 Total CB43027 AEROMOTIVE INC Trade expense 10/10/2012 4,134.21 CB43310 AEROMOTIVE INC Trade expense 11/9/2012 461.65 CB43483 AEROMOTIVE INC Trade expense 12/10/2012 1,679.94 AEROMOTIVE INC Total Trade expense 6,275.80 CB42987 AMERICAN EXPRESS ******** Credit card payment 10/3/2012 7,229.92 CB43271 AMERICAN EXPRESS ******** Credit card payment 11/5/2012 10,445.71 CB43445 AMERICAN EXPRESS ******** Credit card payment 12/3/2012 11,581.48

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In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount

AMERICAN EXPRESS ******** Total Credit card payment 29,257.11

CB42919 AMERICAN SALES & MARKETIN Trade expense 9/24/2012 7,501.24 CB42930 AMERICAN SALES & MARKETIN Trade expense 9/24/2012 873.35 CB42931 AMERICAN SALES & MARKETIN Trade expense 9/24/2012 71.71 CB43152 AMERICAN SALES & MARKETIN Trade expense 10/23/2012 7,820.55 CB43164 AMERICAN SALES & MARKETIN Trade expense 10/23/2012 1,064.74 CB43165 AMERICAN SALES & MARKETIN Trade expense 10/23/2012 105.69 CB43383 AMERICAN SALES & MARKETIN Trade expense 11/20/2012 9,291.65 CB43399 AMERICAN SALES & MARKETIN Trade expense 11/20/2012 1,257.09 CB43400 AMERICAN SALES & MARKETIN Trade expense 11/20/2012 57.40 CB43506 AMERICAN SALES & MARKETIN Trade expense 12/13/2012 4,963.01 CB43530 AMERICAN SALES & MARKETIN Trade expense 12/13/2012 1,093.41 AMERICAN SALES & MARKETIN Trade expense 34,099.84 Total CB42879 ANTHEM BLUE CROSS Medical Plan Payments 9/19/2012 4,447.25 CB43138 ANTHEM BLUE CROSS Medical Plan Payments 10/22/2012 2,768.00 CB43372 ANTHEM BLUE CROSS Medical Plan Payments 11/19/2012 2,768.00 CB43507 ANTHEM BLUE CROSS Medical Plan Payments 12/13/2012 1,164.00 ANTHEM BLUE CROSS Total Medical Plan Payments 11,147.25 CB42959 APEX INTEGRATION INC Trade expense 9/28/2012 3,652.65 CB43115 APEX INTEGRATION INC Trade expense 10/19/2012 4,012.48 CB43290 APEX INTEGRATION INC Trade expense 11/7/2012 3,112.67 CB43384 APEX INTEGRATION INC Trade expense 11/20/2012 2,292.69 CB43434 APEX INTEGRATION INC Trade expense 11/30/2012 2,397.07 CB43484 APEX INTEGRATION INC Trade expense 12/10/2012 1,379.11 APEX INTEGRATION INC Total Trade expense 16,846.67 CB42886 APR PERFORMANCE INC Trade expense 9/20/2012 9,384.76 CB43082 APR PERFORMANCE INC Trade expense 10/16/2012 6,938.85 CB43326 APR PERFORMANCE INC Trade expense 11/13/2012 4,506.73 CB43508 APR PERFORMANCE INC Trade expense 12/13/2012 15,997.69 APR PERFORMANCE INC Total Trade expense 36,828.03 CB43028 AUTO METER PRODUCTS INC. Trade expense 10/10/2012 12,880.43 CB43311 AUTO METER PRODUCTS INC. Trade expense 11/9/2012 11,829.60 CB43486 AUTO METER PRODUCTS INC. Trade expense 12/10/2012 13,074.43 CB43510 AUTO METER PRODUCTS INC. Trade expense 12/13/2012 4,906.72 AUTO METER PRODUCTS INC. Trade expense 42,691.18 Total CB42880 AUTOLINE INDUSTRIES Trade expense 9/19/2012 2,226.01 CB42973 AUTOLINE INDUSTRIES Trade expense 10/1/2012 1,531.39 CB42997 AUTOLINE INDUSTRIES Trade expense 10/5/2012 885.49 CB43139 AUTOLINE INDUSTRIES Trade expense 10/22/2012 911.98 CB43153 AUTOLINE INDUSTRIES Trade expense 10/23/2012 395.20 CB43206 AUTOLINE INDUSTRIES Trade expense 10/29/2012 1,444.87 CB43328 AUTOLINE INDUSTRIES Trade expense 11/13/2012 7,176.40 CB43360 AUTOLINE INDUSTRIES Trade expense 11/16/2012 945.25 CB43373 AUTOLINE INDUSTRIES Trade expense 11/19/2012 3,765.80 CB43405 AUTOLINE INDUSTRIES Trade expense 11/26/2012 1,505.75

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In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CB43485 AUTOLINE INDUSTRIES Trade expense 12/10/2012 1,516.67 CB43509 AUTOLINE INDUSTRIES Trade expense 12/13/2012 1,730.90 AUTOLINE INDUSTRIES Total Trade expense 24,035.71 CB42943 AUTOMOTIVE RACING PRODUCT Trade expense 9/26/2012 1,797.81 CB42998 AUTOMOTIVE RACING PRODUCT Trade expense 10/5/2012 1,208.56 CB43029 AUTOMOTIVE RACING PRODUCT Trade expense 10/10/2012 2,180.65 CB43116 AUTOMOTIVE RACING PRODUCT Trade expense 10/19/2012 1,173.07 CB43178 AUTOMOTIVE RACING PRODUCT Trade expense 10/25/2012 1,457.47 CB43190 AUTOMOTIVE RACING PRODUCT Trade expense 10/26/2012 1,866.60 CB43385 AUTOMOTIVE RACING PRODUCT Trade expense 11/20/2012 2,968.24 CB43468 AUTOMOTIVE RACING PRODUCT Trade expense 12/7/2012 1,283.44 CB43511 AUTOMOTIVE RACING PRODUCT Trade expense 12/13/2012 9,207.93 AUTOMOTIVE RACING PRODUCT Trade expense 23,143.77 Total CB42944 AUTOTECH DRIVELINE Trade expense 9/26/2012 1,272.92 CB43042 AUTOTECH DRIVELINE Trade expense 10/11/2012 502.41 CB43352 AUTOTECH DRIVELINE Trade expense 11/15/2012 837.26 AUTOTECH DRIVELINE Total Trade expense 2,612.59 CB42920 AUTOTRONIC CONTROLS CORP. Trade expense 9/24/2012 2,662.73 CB43353 AUTOTRONIC CONTROLS CORP. Trade expense 11/15/2012 1,147.41 CB43353V AUTOTRONIC CONTROLS CORP. Trade expense 11/15/2012 -1,147.41 CB43359 AUTOTRONIC CONTROLS CORP. Trade expense 11/15/2012 1,170.83 CB43406 AUTOTRONIC CONTROLS CORP. Trade expense 11/26/2012 2,911.15 AUTOTRONIC CONTROLS CORP. Trade expense 6,744.71 Total CB42901 B&G SUSPENSION SYSTEMS Trade expense 9/21/2012 1,119.71 CB42974 B&G SUSPENSION SYSTEMS Trade expense 10/1/2012 376.57 CB42999 B&G SUSPENSION SYSTEMS Trade expense 10/5/2012 745.64 CB43117 B&G SUSPENSION SYSTEMS Trade expense 10/19/2012 688.26 CB43179 B&G SUSPENSION SYSTEMS Trade expense 10/25/2012 259.38 CB43258 B&G SUSPENSION SYSTEMS Trade expense 11/2/2012 1,187.52 CB43386 B&G SUSPENSION SYSTEMS Trade expense 11/20/2012 5,828.65 CB43458 B&G SUSPENSION SYSTEMS Trade expense 12/5/2012 811.40

B&G SUSPENSION SYSTEMS Total Trade expense 11,017.13

CB42902 CAR SOUND EXHAUST SYSTEM Trade expense 9/21/2012 760.57 CB43058 CAR SOUND EXHAUST SYSTEM Trade expense 10/12/2012 1,468.82 CB43101 CAR SOUND EXHAUST SYSTEM Trade expense 10/18/2012 1,267.48 CB43166 CAR SOUND EXHAUST SYSTEM Trade expense 10/24/2012 371.43 CB43292 CAR SOUND EXHAUST SYSTEM Trade expense 11/7/2012 647.02 CB43362 CAR SOUND EXHAUST SYSTEM Trade expense 11/16/2012 1,828.08 CB43425 CAR SOUND EXHAUST SYSTEM Trade expense 11/29/2012 1,247.24 CB43469 CAR SOUND EXHAUST SYSTEM Trade expense 12/7/2012 1,693.39 CAR SOUND EXHAUST SYSTEM Trade expense 9,284.03 Total CB42961 CENTRIC PARTS INDUSTRY Trade expense 9/28/2012 12,271.11 CB43228 CENTRIC PARTS INDUSTRY Trade expense 10/30/2012 12,933.46 CB43435 CENTRIC PARTS INDUSTRY Trade expense 11/30/2012 14,299.45 CB43531 CENTRIC PARTS INDUSTRY Trade expense 12/13/2012 12,070.49

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In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount

CENTRIC PARTS INDUSTRY Total Trade expense 51,574.51

CB42933 CHARLES DUNN REAL ESTATE Rent 9/25/2012 17,425.16 CB43180 CHARLES DUNN REAL ESTATE Rent 10/25/2012 17,425.16 CB43407 CHARLES DUNN REAL ESTATE Rent 11/26/2012 17,425.16 CHARLES DUNN REAL ESTATE Rent 52,275.48 Total CB43167 CHATEAU NIGHTCLUB & GARDE Trade expense 10/24/2012 15,000.00 CHATEAU NIGHTCLUB & GARDE Trade expense 15,000.00 Total CB43030 COMPETITION CAMS / ZEX Trade expense 10/10/2012 2,060.32 CB43312 COMPETITION CAMS / ZEX Trade expense 11/9/2012 1,920.56 CB43488 COMPETITION CAMS / ZEX Trade expense 12/10/2012 2,596.81

COMPETITION CAMS / ZEX Total Trade expense 6,577.69

CB42881 COMPETITION CLUTCH INC Trade expense 9/19/2012 6,836.18 CB42945 COMPETITION CLUTCH INC Trade expense 9/26/2012 4,887.48 CB43031 COMPETITION CLUTCH INC Trade expense 10/10/2012 1,750.58

COMPETITION CLUTCH INC Total Trade expense 13,474.24

CB42903 CUSCO USA INC Trade expense 9/21/2012 367.50 CB42975 CUSCO USA INC Trade expense 10/1/2012 130.27 CB43000 CUSCO USA INC Trade expense 10/5/2012 1,404.55 CB43118 CUSCO USA INC Trade expense 10/19/2012 1,196.24 CB43251 CUSCO USA INC Trade expense 11/1/2012 1,729.31 CB43313 CUSCO USA INC Trade expense 11/9/2012 217.57 CB43363 CUSCO USA INC Trade expense 11/16/2012 1,136.15 CB43470 CUSCO USA INC Trade expense 12/7/2012 333.85 CUSCO USA INC Total Trade expense 6,515.44 CB42976 DBI CAPITAL Management Consultant Fee 10/1/2012 6,250.00 CB43401 DBI CAPITAL Management Consultant Fee 11/20/2012 33,334.00 CB43481 DBI CAPITAL Management Consultant Fee 12/10/2012 30,000.00 DBI CAPITAL Total Management Consultant Fee 69,584.00 CB42904 EBC BRAKES ************** Trade expense 9/21/2012 850.25 CB42992 EBC BRAKES ************** Trade expense 10/4/2012 8,453.26 CB43001 EBC BRAKES ************** Trade expense 10/5/2012 615.80 CB43059 EBC BRAKES ************** Trade expense 10/12/2012 8,352.80 CB43120 EBC BRAKES ************** Trade expense 10/19/2012 3,540.19 CB43191 EBC BRAKES ************** Trade expense 10/26/2012 822.09 CB43259 EBC BRAKES ************** Trade expense 11/2/2012 4,009.51 CB43375 EBC BRAKES ************** Trade expense 11/19/2012 1,839.20 CB43436 EBC BRAKES ************** Trade expense 11/30/2012 3,660.17 CB43471 EBC BRAKES ************** Trade expense 12/7/2012 3,850.11 CB43532 EBC BRAKES ************** Trade expense 12/13/2012 1,648.80 EBC BRAKES ************** Total Trade expense 37,642.18 CB42905 EDELBROCK CORPORATION Trade expense 9/21/2012 2,702.64 CB43033 EDELBROCK CORPORATION Trade expense 10/10/2012 2,260.43 CB43060 EDELBROCK CORPORATION Trade expense 10/12/2012 1,772.45 CB43121 EDELBROCK CORPORATION Trade expense 10/19/2012 2,901.20

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In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CB43181 EDELBROCK CORPORATION Trade expense 10/25/2012 4,229.80

EDELBROCK CORPORATION Total Trade expense 13,866.52

CB42921 EFM CAPITAL PARTNERS Management Consultant Fee 9/24/2012 6,405.80 CB43168 EFM CAPITAL PARTNERS Management Consultant Fee 10/24/2012 6,384.89 CB43403 EFM CAPITAL PARTNERS Management Consultant Fee 11/20/2012 17,262.53 CB43482 EFM CAPITAL PARTNERS Management Consultant Fee 12/10/2012 15,000.00

EFM CAPITAL PARTNERS Total Management Consultant Fee 45,053.22

CB42951 EIBACH SPRINGS INC Trade expense 9/27/2012 6,167.67 CB42993 EIBACH SPRINGS INC Trade expense 10/4/2012 2,318.13 CB43002 EIBACH SPRINGS INC Trade expense 10/5/2012 5,372.57 CB43061 EIBACH SPRINGS INC Trade expense 10/12/2012 3,291.04 CB43089 EIBACH SPRINGS INC Trade expense 10/17/2012 2,299.86 CB43122 EIBACH SPRINGS INC Trade expense 10/19/2012 2,311.01 CB43169 EIBACH SPRINGS INC Trade expense 10/24/2012 3,123.95 CB43192 EIBACH SPRINGS INC Trade expense 10/26/2012 2,899.73 CB43252 EIBACH SPRINGS INC Trade expense 11/1/2012 3,410.02 CB43299 EIBACH SPRINGS INC Trade expense 11/8/2012 2,284.92 CB43340 EIBACH SPRINGS INC Trade expense 11/14/2012 2,101.38 CB43354 EIBACH SPRINGS INC Trade expense 11/15/2012 4,993.88 CB43408 EIBACH SPRINGS INC Trade expense 11/26/2012 6,473.32 CB43461 EIBACH SPRINGS INC Trade expense 12/6/2012 5,709.44 CB43472 EIBACH SPRINGS INC Trade expense 12/7/2012 7,303.36 CB43536 EIBACH SPRINGS INC Trade expense 12/13/2012 10,040.36 EIBACH SPRINGS INC Total Trade expense 70,100.64 CB42994 ENERGY SUSPENSION ******* Trade expense 10/4/2012 8,964.13 CB43090 ENERGY SUSPENSION ******* Trade expense 10/17/2012 4,024.43 CB43144 ENERGY SUSPENSION ******* Trade expense 10/22/2012 9,663.14 CB43241 ENERGY SUSPENSION ******* Trade expense 10/31/2012 3,323.54 CB43329 ENERGY SUSPENSION ******* Trade expense 11/13/2012 9,436.48 CB43409 ENERGY SUSPENSION ******* Trade expense 11/26/2012 5,653.13 CB43462 ENERGY SUSPENSION ******* Trade expense 12/6/2012 2,899.67 CB43512 ENERGY SUSPENSION ******* Trade expense 12/13/2012 7,189.57

ENERGY SUSPENSION ******* Total Trade expense 51,154.09

CB42876 FED EX Trade expense 9/18/2012 2,835.03 CB42934 FED EX Trade expense 9/25/2012 2,782.30 CB42980 FED EX Trade expense 10/2/2012 2,398.23 CB43017 FED EX Trade expense 10/9/2012 2,184.75 CB43083 FED EX Trade expense 10/16/2012 2,178.87 CB43154 FED EX Trade expense 10/23/2012 2,321.61 CB43231 FED EX Trade expense 10/30/2012 2,119.44 CB43283 FED EX Trade expense 11/6/2012 2,341.17 CB43330 FED EX Trade expense 11/13/2012 2,545.81 CB43387 FED EX Trade expense 11/20/2012 2,976.51 CB43412 FED EX Trade expense 11/27/2012 2,339.61 CB43453 FED EX Trade expense 12/4/2012 3,386.53

Page 5 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 79 of 113

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CB43498 FED EX Trade expense 12/11/2012 2,953.37 CB43513 FED EX Trade expense 12/13/2012 5,279.99 FED EX Total Trade expense 38,643.22 CB42963 FIRESTONE INDUSTRIAL PROD Trade expense 9/28/2012 13,391.18 CB42963V FIRESTONE INDUSTRIAL PROD Trade expense 10/16/2012 -13,391.18 CB43003 FIRESTONE INDUSTRIAL PROD Trade expense 10/5/2012 13,411.58 CB43018 FIRESTONE INDUSTRIAL PROD Trade expense 10/9/2012 14,311.47 CB43084 FIRESTONE INDUSTRIAL PROD Trade expense 10/16/2012 13,391.18 CB43145 FIRESTONE INDUSTRIAL PROD Trade expense 10/22/2012 16,886.50 CB43253 FIRESTONE INDUSTRIAL PROD Trade expense 11/1/2012 12,885.41 CB43300 FIRESTONE INDUSTRIAL PROD Trade expense 11/8/2012 1,348.18 CB43533 FIRESTONE INDUSTRIAL PROD Trade expense 12/13/2012 36,334.55 FIRESTONE INDUSTRIAL PROD Trade expense 108,568.87 Total CB42889 G-FORCE RACING GEAR Trade expense 9/20/2012 4,809.29 CB43301 G-FORCE RACING GEAR Trade expense 11/8/2012 4,579.40 CB43388 G-FORCE RACING GEAR Trade expense 11/20/2012 6,693.47 G-FORCE RACING GEAR Total Trade expense 16,082.16 CB43046 GORDEE,NOWICKI,&AUGUSTINI Legal Fees 10/11/2012 6,060.70 GORDEE,NOWICKI,&AUGUSTINI Legal Fees 6,060.70 Total CB42985 GROUND CONTROL SYSTEMS Trade expense 10/2/2012 8,516.95 CB43193 GROUND CONTROL SYSTEMS Trade expense 10/26/2012 5,207.15 CB43466 GROUND CONTROL SYSTEMS Trade expense 12/7/2012 7,060.35 GROUND CONTROL SYSTEMS Trade expense 20,784.45 Total CB42890 GROUP-A AUTOSPORTS INC Trade expense 9/20/2012 5,711.34 CB42907 GROUP-A AUTOSPORTS INC Trade expense 9/21/2012 5,243.62 CB42964 GROUP-A AUTOSPORTS INC Trade expense 9/28/2012 4,365.40 CB42970 GROUP-A AUTOSPORTS INC Trade expense 9/28/2012 10,306.07 CB43034 GROUP-A AUTOSPORTS INC Trade expense 10/10/2012 5,044.53 CB43062 GROUP-A AUTOSPORTS INC Trade expense 10/12/2012 4,835.73 CB43123 GROUP-A AUTOSPORTS INC Trade expense 10/19/2012 5,361.46 CB43194 GROUP-A AUTOSPORTS INC Trade expense 10/26/2012 9,587.77 CB43202 GROUP-A AUTOSPORTS INC Trade expense 10/26/2012 1,567.68 CB43317 GROUP-A AUTOSPORTS INC Trade expense 11/9/2012 5,173.15

GROUP-A AUTOSPORTS INC Total Trade expense 57,196.75

CB43077 HASPORT PERFORMANCE Trade expense 10/15/2012 5,718.60 CB43210 HASPORT PERFORMANCE Trade expense 10/29/2012 2,595.25 CB43260 HASPORT PERFORMANCE Trade expense 11/2/2012 880.44 CB43302 HASPORT PERFORMANCE Trade expense 11/8/2012 219.87 CB43366 HASPORT PERFORMANCE Trade expense 11/16/2012 1,032.32 CB43410 HASPORT PERFORMANCE Trade expense 11/26/2012 105.25 CB43437 HASPORT PERFORMANCE Trade expense 11/30/2012 2,512.78 CB43474 HASPORT PERFORMANCE Trade expense 12/7/2012 1,534.09 CB43492 HASPORT PERFORMANCE Trade expense 12/10/2012 460.88

HASPORT PERFORMANCE Total Trade expense 15,059.48

CBLA000828 HITACHI AUTOMOTIVE PROD. Trade expense 10/8/2012 743.99

Page 6 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 80 of 113

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CBWIRE101212 HITACHI AUTOMOTIVE PROD. Trade expense 10/12/2012 46,429.48 CBWIRE092812 HITACHI AUTOMOTIVE PROD. Trade expense 9/28/2012 40,000.00 CBWIRE092412 HITACHI AUTOMOTIVE PROD. Trade expense 9/24/2012 70,000.00 HITACHI AUTOMOTIVE PROD. Trade expense 157,173.47 Total CB43035 HOLLEY PERFORMANCE PROD. Trade expense 10/10/2012 1,677.65 CB43233 HOLLEY PERFORMANCE PROD. Trade expense 10/30/2012 2,670.49 CB43427 HOLLEY PERFORMANCE PROD. Trade expense 11/29/2012 3,133.32 CB43493 HOLLEY PERFORMANCE PROD. Trade expense 12/10/2012 958.68 HOLLEY PERFORMANCE PROD. Trade expense 8,440.14 Total CB42882 INJEN TECHNOLOGY ******** Trade expense 9/19/2012 2,493.50 CB42909 INJEN TECHNOLOGY ******** Trade expense 9/21/2012 2,904.68 CB42948 INJEN TECHNOLOGY ******** Trade expense 9/26/2012 3,405.80 CB42989 INJEN TECHNOLOGY ******** Trade expense 10/3/2012 4,469.59 CB43020 INJEN TECHNOLOGY ******** Trade expense 10/9/2012 3,087.14 CB43085 INJEN TECHNOLOGY ******** Trade expense 10/16/2012 3,870.29 CB43155 INJEN TECHNOLOGY ******** Trade expense 10/23/2012 1,436.27 CB43211 INJEN TECHNOLOGY ******** Trade expense 10/29/2012 6,012.72 CB43284 INJEN TECHNOLOGY ******** Trade expense 11/6/2012 2,556.41 CB43342 INJEN TECHNOLOGY ******** Trade expense 11/14/2012 6,344.85 CB43378 INJEN TECHNOLOGY ******** Trade expense 11/19/2012 1,546.05 CB43389 INJEN TECHNOLOGY ******** Trade expense 11/20/2012 3,290.88 CB43421 INJEN TECHNOLOGY ******** Trade expense 11/28/2012 4,335.33 CB43447 INJEN TECHNOLOGY ******** Trade expense 12/3/2012 3,050.26 CB43464 INJEN TECHNOLOGY ******** Trade expense 12/6/2012 4,087.19 CB43516 INJEN TECHNOLOGY ******** Trade expense 12/13/2012 4,856.22

INJEN TECHNOLOGY ******** Total Trade expense 57,747.18

CB42910 INNOVATIVE MOUNTS ******* Trade expense 9/21/2012 2,343.40 CB43005 INNOVATIVE MOUNTS ******* Trade expense 10/5/2012 2,423.35 CB43036 INNOVATIVE MOUNTS ******* Trade expense 10/10/2012 4,221.38 CB43064 INNOVATIVE MOUNTS ******* Trade expense 10/12/2012 4,698.93 CB43124 INNOVATIVE MOUNTS ******* Trade expense 10/19/2012 4,128.68 CB43196 INNOVATIVE MOUNTS ******* Trade expense 10/26/2012 1,992.46 CB43261 INNOVATIVE MOUNTS ******* Trade expense 11/2/2012 1,868.61 CB43411 INNOVATIVE MOUNTS ******* Trade expense 11/26/2012 4,344.22 CB43422 INNOVATIVE MOUNTS ******* Trade expense 11/28/2012 2,106.05 CB43438 INNOVATIVE MOUNTS ******* Trade expense 11/30/2012 1,777.65 CB43475 INNOVATIVE MOUNTS ******* Trade expense 12/7/2012 6,575.11 CB43504 INNOVATIVE MOUNTS ******* Trade expense 12/12/2012 9,463.91

INNOVATIVE MOUNTS ******* Total Trade expense 45,943.75

CB43390 JOHNSTON RESEARCH & PERF Trade expense 11/20/2012 6,849.76 CB43517 JOHNSTON RESEARCH & PERF Trade expense 12/13/2012 3,199.83 JOHNSTON RESEARCH & PERF Trade expense 10,049.59 Total CB43171 K LINE LOGISTICS Trade expense 10/24/2012 16,815.19 CB43244 K LINE LOGISTICS Trade expense 10/31/2012 6,751.92

Page 7 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 81 of 113

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount K LINE LOGISTICS Total Trade expense 23,567.11 CB42923 K&N ENGINEERING INC. Trade expense 9/24/2012 14,874.23 CB42952 K&N ENGINEERING INC. Trade expense 9/27/2012 15,886.30 CB43021 K&N ENGINEERING INC. Trade expense 10/9/2012 16,877.30 CB43112 K&N ENGINEERING INC. Trade expense 10/18/2012 13,822.48 CB43157 K&N ENGINEERING INC. Trade expense 10/23/2012 9,676.65 CB43249 K&N ENGINEERING INC. Trade expense 10/31/2012 15,425.75 CB43413 K&N ENGINEERING INC. Trade expense 11/27/2012 20,811.86 CB43499 K&N ENGINEERING INC. Trade expense 12/11/2012 26,921.81 CB43518 K&N ENGINEERING INC. Trade expense 12/13/2012 39,996.47 K&N ENGINEERING INC. Total Trade expense 174,292.85 CB42883 KJAG TRANSPORTATION INC. Trade expense 9/19/2012 3,682.79 CB42953 KJAG TRANSPORTATION INC. Trade expense 9/27/2012 1,484.65 CB43092 KJAG TRANSPORTATION INC. Trade expense 10/17/2012 1,278.85 CB43172 KJAG TRANSPORTATION INC. Trade expense 10/24/2012 2,167.38 CB43306 KJAG TRANSPORTATION INC. Trade expense 11/8/2012 1,743.74 CB43430 KJAG TRANSPORTATION INC. Trade expense 11/29/2012 3,173.47 KJAG TRANSPORTATION INC. Trade expense 13,530.88 Total CB42965 KW AUTOMOTIVE *********** Trade expense 9/28/2012 3,946.26 CB43006 KW AUTOMOTIVE *********** Trade expense 10/5/2012 3,203.85 CB43066 KW AUTOMOTIVE *********** Trade expense 10/12/2012 6,101.15 CB43125 KW AUTOMOTIVE *********** Trade expense 10/19/2012 19,137.59 CB43439 KW AUTOMOTIVE *********** Trade expense 11/30/2012 1,041.34 CB43476 KW AUTOMOTIVE *********** Trade expense 12/7/2012 3,828.14 CB43519 KW AUTOMOTIVE *********** Trade expense 12/13/2012 1,679.85

KW AUTOMOTIVE *********** Total Trade expense 38,938.18

CB42966 KYB AMERICA Trade expense 9/28/2012 5,820.34 CB43234 KYB AMERICA Trade expense 10/30/2012 3,780.72 CB43355 KYB AMERICA Trade expense 11/15/2012 2,452.54 CB43520 KYB AMERICA Trade expense 12/13/2012 6,057.51 KYB AMERICA Total Trade expense 18,111.11 CB43007 MACKIN INDUSTRIES INC Trade expense 10/5/2012 1,980.54 CB43093 MACKIN INDUSTRIES INC Trade expense 10/17/2012 1,489.00 CB43182 MACKIN INDUSTRIES INC Trade expense 10/25/2012 510.00 CB43293 MACKIN INDUSTRIES INC Trade expense 11/7/2012 696.15 CB43521 MACKIN INDUSTRIES INC Trade expense 12/13/2012 2,531.00 MACKIN INDUSTRIES INC Total Trade expense 7,206.69 CB42885 MICHAEL A MORITA Employee Reimbursement Expense 9/19/2012 430.20 CB43346 MICHAEL A MORITA Employee Reimbursement Expense 11/14/2012 13,638.60 MICHAEL A MORITA Total Employee Reimbursement Expense 14,068.80 CB42995 MOMO AUTOMOTIVE ACC. **** Trade expense 10/4/2012 720.17 CB43008 MOMO AUTOMOTIVE ACC. **** Trade expense 10/5/2012 3,568.77 CB43067 MOMO AUTOMOTIVE ACC. **** Trade expense 10/12/2012 3,490.19 CB43094 MOMO AUTOMOTIVE ACC. **** Trade expense 10/17/2012 3,643.00 CB43183 MOMO AUTOMOTIVE ACC. **** Trade expense 10/25/2012 1,423.03 CB43245 MOMO AUTOMOTIVE ACC. **** Trade expense 10/31/2012 1,125.95

Page 8 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 82 of 113

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CB43320 MOMO AUTOMOTIVE ACC. **** Trade expense 11/9/2012 1,225.89 CB43368 MOMO AUTOMOTIVE ACC. **** Trade expense 11/16/2012 4,652.97 CB43477 MOMO AUTOMOTIVE ACC. **** Trade expense 12/7/2012 5,278.70 CB43522 MOMO AUTOMOTIVE ACC. **** Trade expense 12/13/2012 2,352.45 MOMO AUTOMOTIVE ACC. **** Trade expense 27,481.12 Total CB43022 NIPPON OIL USA LTD/ENEOS Trade expense 10/9/2012 6,533.88 CB43185 NIPPON OIL USA LTD/ENEOS Trade expense 10/25/2012 879.68 CB43307 NIPPON OIL USA LTD/ENEOS Trade expense 11/8/2012 695.15 CB43393 NIPPON OIL USA LTD/ENEOS Trade expense 11/20/2012 924.31 CB43524 NIPPON OIL USA LTD/ENEOS Trade expense 12/13/2012 5,000.00

NIPPON OIL USA LTD/ENEOS Total Trade expense 14,033.02

CB42877 PIAA CORPORATION USA Trade expense 9/18/2012 1,732.94 CB42936 PIAA CORPORATION USA Trade expense 9/25/2012 1,607.79 CB43009 PIAA CORPORATION USA Trade expense 10/5/2012 1,697.87 CB43069 PIAA CORPORATION USA Trade expense 10/12/2012 1,500.00 CB43078 PIAA CORPORATION USA Trade expense 10/15/2012 1,722.00 CB43128 PIAA CORPORATION USA Trade expense 10/19/2012 1,269.00 CB43263 PIAA CORPORATION USA Trade expense 11/2/2012 13,457.00 CB43274 PIAA CORPORATION USA Trade expense 11/5/2012 1,691.49 CB43369 PIAA CORPORATION USA Trade expense 11/16/2012 3,480.00 CB43414 PIAA CORPORATION USA Trade expense 11/27/2012 5,660.97 CB43525 PIAA CORPORATION USA Trade expense 12/13/2012 17,177.69

PIAA CORPORATION USA Total Trade expense 50,996.75

CB42926 PILOT AUTOMOTIVE INC Trade expense 9/24/2012 1,750.14 CB43106 PILOT AUTOMOTIVE INC Trade expense 10/18/2012 2,218.26 CB43275 PILOT AUTOMOTIVE INC Trade expense 11/5/2012 1,426.53 PILOT AUTOMOTIVE INC Total Trade expense 5,394.93 CBWIRE092812 PRAESIDIAN CAPITAL Interest Payment 9/28/2012 13,083.33 CBWIRE092812 PRAESIDIAN CAPITAL Interest Payment 9/28/2012 13,083.33 CBWIRE11-6-1 PRAESIDIAN CAPITAL Interest Payment 11/6/2012 18,316.67 CBWIRE113012 PRAESIDIAN CAPITAL Interest Payment 11/30/2012 18,316.67 PRAESIDIAN CAPITAL Total Interest Payment 62,800.00 CB42967 ROYAL PURPLE Trade expense 9/28/2012 3,019.53 CB43038 ROYAL PURPLE Trade expense 10/10/2012 2,348.06 CB43495 ROYAL PURPLE Trade expense 12/10/2012 918.93 ROYAL PURPLE Total Trade expense 6,286.52 CB42957 SEIBON CARBON Trade expense 9/27/2012 300.76 CB42982 SEIBON CARBON Trade expense 10/2/2012 1,610.54 CB43051 SEIBON CARBON Trade expense 10/11/2012 1,397.49 CB43130 SEIBON CARBON Trade expense 10/19/2012 640.33 CB43198 SEIBON CARBON Trade expense 10/26/2012 1,210.77 CB43277 SEIBON CARBON Trade expense 11/5/2012 1,028.41 CB43321 SEIBON CARBON Trade expense 11/9/2012 2,887.23 CB43357 SEIBON CARBON Trade expense 11/15/2012 1,534.90 CB43440 SEIBON CARBON Trade expense 11/30/2012 1,523.22

Page 9 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 83 of 113

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount SEIBON CARBON Total Trade expense 12,133.65 CB42983 SEKI,NISHIMURA,& WATASE Trade expense 10/2/2012 4,000.00 CB43264 SEKI,NISHIMURA,& WATASE Trade expense 11/2/2012 3,000.00 CB43448 SEKI,NISHIMURA,& WATASE Trade expense 12/3/2012 6,000.00

SEKI,NISHIMURA,& WATASE Total Trade expense 13,000.00

CB43455 SNELL & WILMER L.L.P. LAW Legal Fees 12/4/2012 7,500.00 CB43497 SNELL & WILMER L.L.P. LAW Legal Fees 12/10/2012 11,740.10

SNELL & WILMER L.L.P. LAW Total Legal Fees 19,240.10

CBWIRE110612 SOUTH BAY LAW FIRM Legal Fees 11/6/2012 37,500.00 CBWIRE111412 SOUTH BAY LAW FIRM Legal Fees 11/14/2012 37,500.00 CBWIRE121220 SOUTH BAY LAW FIRM Legal Fees 12/20/2012 75,000.00 SOUTH BAY LAW FIRM Total Legal Fees 150,000.00 CB42884 SP ENGINEERING ********** Trade expense 9/19/2012 457.50 CB42916 SP ENGINEERING ********** Trade expense 9/21/2012 912.50 CB43200 SP ENGINEERING ********** Trade expense 10/26/2012 1,549.50 CB43246 SP ENGINEERING ********** Trade expense 10/31/2012 863.26 CB43278 SP ENGINEERING ********** Trade expense 11/5/2012 1,072.50 CB43331 SP ENGINEERING ********** Trade expense 11/13/2012 580.50 CB43358 SP ENGINEERING ********** Trade expense 11/15/2012 442.50 CB43460 SP ENGINEERING ********** Trade expense 12/6/2012 2,518.50 SP ENGINEERING ********** Total Trade expense 8,396.76 CB42927 SPARCO MOTOR SPORTS INC Trade expense 9/24/2012 3,557.42 CB42969 SPARCO MOTOR SPORTS INC Trade expense 9/28/2012 7,788.14 CB43012 SPARCO MOTOR SPORTS INC Trade expense 10/5/2012 2,341.87 CB43071 SPARCO MOTOR SPORTS INC Trade expense 10/12/2012 7,965.25 CB43079 SPARCO MOTOR SPORTS INC Trade expense 10/15/2012 5,677.98 CB43132 SPARCO MOTOR SPORTS INC Trade expense 10/19/2012 840.02 CB43186 SPARCO MOTOR SPORTS INC Trade expense 10/25/2012 1,206.11 CB43225 SPARCO MOTOR SPORTS INC Trade expense 10/29/2012 3,345.38 CB43235 SPARCO MOTOR SPORTS INC Trade expense 10/30/2012 8,647.36 CB43266 SPARCO MOTOR SPORTS INC Trade expense 11/2/2012 2,898.08 CB43279 SPARCO MOTOR SPORTS INC Trade expense 11/5/2012 3,432.21 CB43323 SPARCO MOTOR SPORTS INC Trade expense 11/9/2012 4,943.65 CB43332 SPARCO MOTOR SPORTS INC Trade expense 11/13/2012 3,154.17 CB43348 SPARCO MOTOR SPORTS INC Trade expense 11/14/2012 1,808.79 CB43371 SPARCO MOTOR SPORTS INC Trade expense 11/16/2012 6,525.69 CB43395 SPARCO MOTOR SPORTS INC Trade expense 11/20/2012 4,942.77 CB43432 SPARCO MOTOR SPORTS INC Trade expense 11/29/2012 8,647.36 CB43442 SPARCO MOTOR SPORTS INC Trade expense 11/30/2012 4,613.28 CB43478 SPARCO MOTOR SPORTS INC Trade expense 12/7/2012 4,876.06 CB43534 SPARCO MOTOR SPORTS INC Trade expense 12/13/2012 34,749.86 SPARCO MOTOR SPORTS INC Trade expense 121,961.45 Total CB43013 SPECIALTY PRODUCTS CO. Trade expense 10/5/2012 1,703.13 CB43039 SPECIALTY PRODUCTS CO. Trade expense 10/10/2012 3,374.69 CB43072 SPECIALTY PRODUCTS CO. Trade expense 10/12/2012 3,683.94

Page 10 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 84 of 113

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CB43133 SPECIALTY PRODUCTS CO. Trade expense 10/19/2012 3,299.76 CB43247 SPECIALTY PRODUCTS CO. Trade expense 10/31/2012 3,563.28 CB43267 SPECIALTY PRODUCTS CO. Trade expense 11/2/2012 1,273.76 CB43396 SPECIALTY PRODUCTS CO. Trade expense 11/20/2012 4,693.94 CB43423 SPECIALTY PRODUCTS CO. Trade expense 11/28/2012 5,708.95 CB43443 SPECIALTY PRODUCTS CO. Trade expense 11/30/2012 2,933.77 CB43479 SPECIALTY PRODUCTS CO. Trade expense 12/7/2012 3,237.79 CB43526 SPECIALTY PRODUCTS CO. Trade expense 12/13/2012 10,979.34

SPECIALTY PRODUCTS CO. Total Trade expense 44,452.35

CB42928 SPECTRE PERFORMANCE Trade expense 9/24/2012 19,816.26 CB42950 SPECTRE PERFORMANCE Trade expense 9/26/2012 14,900.78 CB43096 SPECTRE PERFORMANCE Trade expense 10/17/2012 6,625.35 CB43162 SPECTRE PERFORMANCE Trade expense 10/23/2012 7,187.17 CB43236 SPECTRE PERFORMANCE Trade expense 10/30/2012 7,289.38 CB43527 SPECTRE PERFORMANCE Trade expense 12/13/2012 24,444.70 SPECTRE PERFORMANCE Total Trade expense 80,263.64 CB43097 STUDIO CONCEPTS Trade expense 10/17/2012 21,640.16 STUDIO CONCEPTS Total Trade expense 21,640.16 CB42917 SYNAPSE ENGINEERING INC. Trade expense 9/21/2012 5,521.74 CB43134 SYNAPSE ENGINEERING INC. Trade expense 10/19/2012 1,060.49 CB43268 SYNAPSE ENGINEERING INC. Trade expense 11/2/2012 1,307.26 CB43450 SYNAPSE ENGINEERING INC. Trade expense 12/3/2012 2,186.05 SYNAPSE ENGINEERING INC. Trade expense 10,075.54 Total CB42895 TANABE RACING DEVELOPMENT Trade expense 9/20/2012 5,281.18 CB42937 TANABE RACING DEVELOPMENT Trade expense 9/25/2012 1,419.75 CB43052 TANABE RACING DEVELOPMENT Trade expense 10/11/2012 5,541.86 CB43098 TANABE RACING DEVELOPMENT Trade expense 10/17/2012 12,422.47 CB43149 TANABE RACING DEVELOPMENT Trade expense 10/22/2012 2,936.87 CB43308 TANABE RACING DEVELOPMENT Trade expense 11/8/2012 4,733.34 CB43333 TANABE RACING DEVELOPMENT Trade expense 11/13/2012 15,295.16 CB43415 TANABE RACING DEVELOPMENT Trade expense 11/27/2012 4,515.83 CB43451 TANABE RACING DEVELOPMENT Trade expense 12/3/2012 6,475.34 CB43496 TANABE RACING DEVELOPMENT Trade expense 12/10/2012 8,336.70 CB43528 TANABE RACING DEVELOPMENT Trade expense 12/13/2012 5,018.42 TANABE RACING DEVELOPMENT Trade expense 71,976.92 Total CB43024 THARCO Trade expense 10/9/2012 8,993.03 CB43135 THARCO Trade expense 10/19/2012 438.04 CB43201 THARCO Trade expense 10/26/2012 893.15 THARCO Total Trade expense 10,324.22 CB42929 TORCO INTERNATIONAL CORP Trade expense 9/24/2012 1,410.65 CB43054 TORCO INTERNATIONAL CORP Trade expense 10/11/2012 849.03 CB43136 TORCO INTERNATIONAL CORP Trade expense 10/19/2012 3,768.62 CB43335 TORCO INTERNATIONAL CORP Trade expense 11/13/2012 392.74 CB43465 TORCO INTERNATIONAL CORP Trade expense 12/6/2012 895.28 TORCO INTERNATIONAL CORP Trade expense 7,316.32 Total

Page 11 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 85 of 113

In Re: Bel-Shore Enterprises, Inc SOFA Exhibit 3b

Check# Name Purpose Date Paid Check Amount CB42878 UPS/UNITED PARCEL SERVICE Trade expense 9/18/2012 1,958.82 CB42939 UPS/UNITED PARCEL SERVICE Trade expense 9/25/2012 1,825.02 CB42984 UPS/UNITED PARCEL SERVICE Trade expense 10/2/2012 1,054.12 CB43025 UPS/UNITED PARCEL SERVICE Trade expense 10/9/2012 746.46 CB43087 UPS/UNITED PARCEL SERVICE Trade expense 10/16/2012 1,088.48 CB43163 UPS/UNITED PARCEL SERVICE Trade expense 10/23/2012 926.14 CB43237 UPS/UNITED PARCEL SERVICE Trade expense 10/30/2012 1,739.66 CB43285 UPS/UNITED PARCEL SERVICE Trade expense 11/6/2012 1,024.35 CB43336 UPS/UNITED PARCEL SERVICE Trade expense 11/13/2012 709.68 CB43397 UPS/UNITED PARCEL SERVICE Trade expense 11/20/2012 1,616.30 CB43416 UPS/UNITED PARCEL SERVICE Trade expense 11/27/2012 1,290.39 CB43456 UPS/UNITED PARCEL SERVICE Trade expense 12/4/2012 1,212.78 CB43503 UPS/UNITED PARCEL SERVICE Trade expense 12/11/2012 836.38 UPS/UNITED PARCEL SERVICE Trade expense 16,028.58 Total

Page 12 of 12 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 86 of 113

Bel-Shore Enterprises, Inc. SOFA Exhibit 3c and SOFA Exhibit 23

Date Payee Amount Purpose 12/1/2011 EFM Capital Partners $3,125.00 Deferred Management Fees 12/1/2011 EFM Capital Partners $6,250.00 Management Fees 1/1/2012 EFM Capital Partners $6,250.00 Management Fees 2/1/2012 EFM Capital Partners $6,250.00 Management Fees 3/1/2012 EFM Capital Partners $6,250.00 Management Fees 4/1/2012 EFM Capital Partners $6,250.00 Management Fees 5/1/2012 EFM Capital Partners $6,250.00 Management Fees 6/1/2012 EFM Capital Partners $6,250.00 Management Fees 7/1/2012 EFM Capital Partners $6,250.00 Management Fees 8/1/2012 EFM Capital Partners $6,250.00 Management Fees 9/1/2012 EFM Capital Partners $6,250.00 Management Fees 10/1/2012 EFM Capital Partners $6,250.00 Management Fees 11/1/2012 EFM Capital Partners $16,666.00 Management Fees 12/1/2012 EFM Capital Partners $15,000.00 Management Fees Dec 2011 - Dec 2012 EFM Capital Partners $2,796.31 Expense Reimbursement 12/14/2012 Frank Mora $189.00 Expense Reimbursement 12/1/2011 DBI Capital $6,250.00 Management Fees 1/1/2012 DBI Capital $6,250.00 Management Fees 2/1/2012 DBI Capital $6,250.00 Management Fees 3/1/2012 DBI Capital $6,250.00 Management Fees 4/1/2012 DBI Capital $6,250.00 Management Fees 5/1/2012 DBI Capital $6,250.00 Management Fees 6/1/2012 DBI Capital $6,250.00 Management Fees 7/1/2012 DBI Capital $6,250.00 Management Fees 8/1/2012 DBI Capital $6,250.00 Management Fees 9/1/2012 DBI Capital $6,250.00 Management Fees 10/1/2012 DBI Capital $6,250.00 Management Fees 11/1/2012 DBI Capital $33,334.00 Management Fees 12/1/2012 DBI Capital $30,000.00 Management Fees 12/1/2011 Convergence CPIII $1,583.33 Interest Payment on Note 1/1/2012 Convergence CPIII $1,583.33 Interest Payment on Note 2/1/2012 Convergence CPIII $1,583.33 Interest Payment on Note 3/1/2012 Convergence CPIII $1,583.33 Interest Payment on Note 4/1/2012 Convergence CPIII $1,583.33 Interest Payment on Note 5/1/2012 Convergence CPIII $1,583.33 Interest Payment on Note 6/1/2012 Convergence CPIII $1,583.33 Interest Payment on Note 7/1/2012 Convergence CPIII $333.33 Interest Payment on Note 8/1/2012 Convergence CPIII $333.33 Interest Payment on Note 9/1/2012 Convergence CPIII $333.33 Interest Payment on Note Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 87 of 113 B 203 (12/94) United States Bankruptcy Court

Central District Of California

In re Bel-Shore Enterprises, Inc., dba Pro-Motion Distributing Case No.

Debtor Chapter 11

DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR

1. Pursuant to 11 U.S.C. § 329(a) and Fed. Bankr. P. 2016(b), I certify that I am the attorney for the above- named debtor(s) and that compensation paid to me within one year before the filing of the petition in bankruptcy, or agreed to be paid to me, for services rendered or to be rendered on behalf of the debtor(s) in contemplation of or in connection with the bankruptcy case is as follows:

For legal services, I have agreed to accept ...... $ 150,000.00

Prior to the filing of this statement I have received ...... $ 150,000.00

Balance Due ...... $ 0.00

2. The source of the compensation paid to me was:

Debtor Other (specify)

3. The source of compensation to be paid to me is:

Debtor Other (specify)

4. I have not agreed to share the above-disclosed compensation with any other person unless they are members and associates of my law firm.

I have agreed to share the above-disclosed compensation with another person or persons who are not members or associates of my law firm. A copy of the agreement, together with a list of the names of the people sharing in the compensation, is attached.

5. In return for the above-disclosed fee, I have agreed to render legal service for all aspects of the bankruptcy case, including:

a. Analysis of the debtor's financial situation, and rendering advice to the debtor in determining whether to file a petition in bankruptcy;

b. Preparation and filing of any petition, schedules, statements of affairs and plan which may be required;

c. Representation of the debtor at the meeting of creditors and confirmation hearing, and any adjourned hearings thereof;

American LegalNet, Inc. www.USCourtForms.com

Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 88 of 113 DISCLOSURE OF COMPENSATION OF ATTORNEY FOR DEBTOR (Continued)

d. Representation of the debtor in adversary proceedings and other contested bankruptcy matters;

e. [Other provisions as needed]: Such ordinary and necessary legal services as may be required prior to and during a Chapter 11 bankruptcy case. Those services may include, but not be limited to, negotiating with some or all creditors and other parties in interest, advising with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee, advising with regard to certain rights and remedies of your Chapter 11 estate and the rights, claims and interests of creditors, representation in any proceeding or hearing in the Bankruptcy Court involving the debtor, conducting examinations of witnesses, claimants or adverse parties and representing the debtor in any adversary proceeding except to the extent any such adversary proceeding is in an area of law outside of the firm's expertise or which is beyond the firm’s staffing capabilities, preparing and assisting in the preparation of reports, applications, pleadings and orders, representing the debtor with regard to obtaining use of cash collateral and/or post-petition financing, assisting in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan, and performing any other services which may be appropriate in the firm's representation during a Chapter 11 bankruptcy case. 6. By agreement with the debtor(s), the above-disclosed fee does not include the following services: The retainer may be further increased by mutual agreement if the matter involves more time and expense than presently estimated, if additional responsibilities are required, or if facts and circumstances warrant such an increase.

CERTIFICATION

I certify that the foregoing is a complete statement of any agreement or arrangement for payment to me for representation of the debtor(s) in this bankruptcy proceedings.

December 20, 2012 /s/ Michael D. Good Date Signature of Attorney Michael D. Good South Bay Law Firm Name of law firm

American LegalNet, Inc. www.USCourtForms.com Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 89 of 113 Verification of Creditor Mailing List - (Rev. 10/05) 2003 USBC, Central District of California

MASTER MAILING LIST Verification Pursuant to Local Bankruptcy Rule 1007-2(d)

Name South Bay Law Firm

Address 21535 Hawthorne Blvd. Ste. 210, Torrance CA 90503

Telephone (310) 373-2075

Attorney for Debtor(s) Debtor in Pro Per

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

List all names including trade names used by Debtor(s) within last Case No.: 8 years): Bel-Shore Enterprises, Inc. Chapter: 11

Pro Motion Distributing

UpNextCarParts.com

PMD Green

VERIFICATION OF CREDITOR MAILING LIST

The above named debtor(s), or debtor’s attorney if applicable, do hereby certify under penalty of perjury that the attached Master Mailing List of creditors, consisting of 24 sheet(s) is complete, correct, and consistent with the debtor’s schedules pursuant to Local Rule 1007-2(d) and I/we assume all responsibility for errors and omissions.

Date: December 20, 2012 /s/ A.J. Matsuura Debtor A.J. Matsuura, Chief Executive Officer for the Debtor

/s/ Michael D. Good Attorney (if applicable) Joint Debtor Michael D. Good Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 90 of 113

Office of The United States Trustee 725 S Figueroa Street Suite 2600 Los Angeles CA 90017

Michael D Good South Bay Law Firm 21535 Hawthorne Blvd Suite 210 Torrance, CA 90503

Bel-Shore Enterprises Inc 2388 Peck Road City of Industry CA 90601 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 91 of 113

198-6 Memphis Industrial Portfolio Holdings, LLC c/o CW Capital Asset Management LLC 7501 Wisconsin Avenue, Ste. 500 W Bethesda, Maryland 20814

425 MOTORSPORTS 14405 NE 20TH ST, STE 2 Bellevue WA 98007

AAADEM LLC 2005 MERRICK RD, STE 110 Merrick NY 11566

AAI MOTORSPORTS 709 E CEDAR ST ONTARIO CA 91761

ACT/ADVANCED CLUTCH TECH. 206 EAST AVE K-4 LANCASTER CA 93535

ADVANCED FLOW ENGINEERING 252 GRANITE STREET CORONA CA 92879 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 92 of 113

AEROMOTIVE INC 7805 BARTON STREET Shawnee Mission KS 66214

AMERICAN BEST CAR PARTS 2891 E VIA MARTENS ANAHEIM CA 92806-1751

APR PERFORMANCE INC KONI C/PETER/JOHNNY 21037 COMMERCE POINTE DR WALNUT CA 91789

ARK PERFORMANCE INC TED LEE/SUNG H LEE-ACCT 13737 AMARILLO AVE CHINO CA 91710

AUTO METER PRODUCTS INC. 413 W ELM ST SYCAMORE IL 60178-1796

AUTOLINE INDUSTRIES 115 N SUNWAY DR Gilbert AZ 85233 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 93 of 113

AUTOMOTIVE LIGHTING SOLUTION 17870 NEW HOPE ST #104-502 Fountain Valley CA 92708

AUTOMOTIVE RACING PRODUCT 1863 EASTMAN AVE VENTURA CA 93003

AUTOTECH DRIVELINE 29 JOURNEY ALISO VIEJO CA 92656

B & M RACING & PERF. 9142 INDEPENDENCE AVE CHATSWORTH CA 91311-5902

B&G SUSPENSION SYSTEMS 9260 TRADE PLACE #101 SAN DIEGO CA 92126

BEST 4 STYLE P.O. BOX 7 San Gabriel, CA 91778 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 94 of 113

BRAILLE BATTERY INC BLAKE FULLER 6935 15TH ST E BLDG 115 Sarasota FL 34243

CAR SOUND EXHAUST SYSTEM 22961 ARROYO VISTA Rancho Santa Margarita CA 92688

CARQUEST AUTO PA 11818 SOUTH MERIDIAN Puyallup, WA 98373

CENTRIC PARTS INDUSTRY 14528 BONELLI STREET CITY OF INDUSTRY CA 91746-301 TEL (626)961-5775

Charles Dunn Equities II LLC 800 W Sixth Street Ste 600 Los Angeles, CA 90017

City of Industry 15625 East Stafford Street Ste 100 City of Industry, CA 91744 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 95 of 113

COMPETITION CAMS 3406 DEMOCRAT RD MEMPHIS TN 38118

COMPETITION CLUTCH INC 704 BLACKLAWN RD Conyers GA 30012

CONVERGENCE CP III 2151 Las Palmas Drive Suite E Carlsbad, CA 92011

Convergence CP III, LP 2711 Centerville Rd., Ste 400 Wilmington, DE 19808

CSD MOTORING/WEK 1161 RINGWOOD COURT UNIT 90 San Jose, CA 95131

CT ENGINEERING 3239 MONIER CIRCLE SUITE 5 Rancho Cordova CA 95742 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 96 of 113

DBA USA 8601 HAGGERTY RD S Belleville MI 48111-1607

DBI Capital, LLC 2151 Las Palmas Drive, Ste. E Carlsbad, CA 92011

DEATSCHWERKS 1745 W SHERIDAN Oklahoma City OK 73106

DEE ENGINEERING/PROTHANE 3560 CADILLAC AVENUE COSTA MESA CA 92626-1490

DEE'S AUTO BODY 9012 ARTESIA BLVD Bellflower, CA 90706

DIAMOND BAR AUTO 206 S DIAMOND BAR BLVD DIAMOND BAR, CA 91765 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 97 of 113

DLSPEED INC 14302 E 84TH ST N #203 Owasso OK 74055 United States

Eddy Chan 1503 Orchid Way West Covina, CA 91791

EDELBROCK CORPORATION 2700 CALIFORNIA ST TORRANCE CA 90503

EFM Capital Partners 4870 Caminito Exquisito San Diego, CA 92130

EIBACH SPRINGS INC 264 MARIAH CIRCLE CORONA CA 92879-1751

ENERGY SUSPENSION 1131 VIA CALLEJON SAN CLEMENTE CA 92673-6230 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 98 of 113

Eric Castillo C/o Andrew Pongracz, Esq. Seki Nishimura & Watase LLP 605 West Olympic Blvd Penthouse Los Angeles CA 90015

EUGENE INOSE 2326 CASTERTA COURT HENDERSON, NV 89014

EXTREME DIMENSIONS 1920 W. MALVERN AVE FULLERTON CA 92833

FIRESTONE INDUSTRIAL PROD 250 W 96TH STREET Indianapolis IN 46260

FIVE AXIS MODELS 7612 WOODWIND DR HUNTINGTON BEACH CA 92647

FLOWMASTER 100 STONY POINT RD STE 125 Santa Rosa CA 95401 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 99 of 113

Franchise Tax Board Special Procedures Section P.O. Box 2952 Sacramento, CA 95812

FREIGHTQUOTE.COM 16025 W 113TH STREET Lenexa KS 66216

FUSTON-GT 2133/88 SRINAKARIN PL.RM906 ONNUCH RD KWANG SUANLUANG BANJKOK, 10250 THAILAND

GOODIE GARAGE 1170 CENTRE DRIVE UNIT# C Walnut, CA 91789

GROUP-A AUTOSPORTS INC BRIAN /DAVE/MARYx202/VICK 2050 5TH ST NORCO CA 92860-1912

HALO AUTOMOTIVE 8941 ATLANTA AVE #170 HUNTINGTON BEACH CA 92646 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 100 of 113

HASPORT PERFORMANCE 2849 S 44TH STREET Phoenix AZ 85040

HAYMARKET MEDIA INC 16842 VON KARMAN AVE STE 125 IRVINE CA 92606

HI TECH PRECISION 1516-A INDUSTRIAL PARK COVINA CA 91772

Hideo Takaki 3683 Somerset Drive Los Angeles, CA 90016

HITACHI AUTOMOTIVE PROD. SHERRY N./ LOU E. 6200 GATEWAY DRIVE Cypress CA 90630

HKS USA INC 13401 S MAIN ST LOS ANGELES CA 90061 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 101 of 113

HOLLEY PERFORMANCE PROD. 1650 GLENN CURTISS ST. Carson CA 90746

H-TUNE 13 HILL AVE DUMFRIES DG2 7HN United Kingdom

ICON DEVELOPMENT INC JASON GENO 719 1/2 N LUCIA AVE REDONDO BEACH CA 90278

Icon Internet Development 719 1/2 N Lucia Ave Redondo Beach, CA 90278

INJEN TECHNOLOGY 244 PIONEER PLACE POMONA CA 91768

INNOVATE! MOTORSPORTS INC 15312 Connector Lane HUNTINGTON BEACH CA 92649 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 102 of 113

INNOVATIVE MOUNTS 1366 N HUNDLEY ST Anaheim CA 92806

Internal Revenue Service PO Box 7346 Philadelphia, PA 19101-7346

JB AUTOSPORTS 2408 48TH ST Des Moines, IA 50310

JE PISTONS 15312 CONNECTOR LANE HUNTINGTON BEACH CA 92649

Jean Ayson 733 E Harvard Place Ontario, CA 91764

JOHNSTON RESEARCH & PERF 2344 SHERIDAN WAY Mississauga Ontario L5J2M4 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 103 of 113

Jose Flores, 4447 N Shadydale Ave Covina, CA 91722

Joseph Sato 15739 La Moine St Hacienda Heights, CA 91745

K LINE LOGISTICS 550 NORTH NASH STREET El Segundo CA 90245

K&N ENGINEERING INC. 1455 CITRUS ST RIVERSIDE CA 92502

KJAG TRANSPORTATION INC. PO BOX 27282 San Diego CA 92198

KW AUTOMOTIVE 1075 NORTH AVE SANGER CA 93657-3539 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 104 of 113

KYB AMERICA 140 N MITCHELL COURT ADDISON IL 60101

LANDSBERG 13397 MARLAY AVE BLDG #A FONTANA CA 92337

LEE INSTALLATIONS INC 18247 NEWTON NOOK COLLIERVILLE TN 38017

LEX MOTORSPORTS 516 EAST JUANITA AVE SUITE 3 Mesa, AZ 85204

M7 USA LLC 1531 S CARLOS AVE ONTARIO CA 91761

MARCUM LLP 2 PARK PLAZA STE 1200 Irvine CA 92614 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 105 of 113

Marlin Leasing Corporation 300 Fellow Rd. Mount Laurel, NJ 08054

MAYCO AUTOMOTIVE 5911 BELLAIRE BLVD Houston, TX 77081

Mike Morita 2300 255th St Lomita, CA 90717

Mizu Cooling Solutions 8941 Atlanta Ave #170 Huntington Beach, CA 92646

MOMO AUTOMOTIVE ACC. 22412 GILBERTO UNIT B Rancho Santa Margarita CA 92688

Nexjen Systems, Inc. 27668 Mountain Meadow Rd. Escondido, CA 92026 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 106 of 113

NGK SPARK PLUGS USA INC PO BOX 514757 LOS ANGELES CA 90051-4757

NIPPON OIL USA LTD 3625 DEL AMO BLVD #385 Torrance CA 90503

NITROUS EXPRESS 5411 SEYMOUR HIGHWAY WICHITA FALLS TX 76310

PACESETTER MARKETING INC 2841 W CLARENDON AVE PHOENIX AZ 85017

PEFORMANCE AUTO & SOUND 44 PRINCE ANDREW PLACE TORONTO ON M3C2H4

PIAA CORPORATION USA DINO212/CHRIS27/LINH32/TE P O BOX 4500 UNIT 46 PORTLAND OR 97208-4500 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 107 of 113

PILOT AUTOMOTIVE INC 13000 TEMPLE AVE CITY OF INDUSTRY CA 91745

PILOT FREIGHT SERVICES DEPT 2540 PO BOX 122540 DALLAS, TX 75312-2540

PMD Holdings, Inc. 4870 Caminito Exquisito San Diego, CA 92130

PRAESIDIAN CAPITAL 419 PARK AVENUE SOUTH New York NY 10016

PRENDS AUTO 1809 11TH STREET KENNER LA 70062

Printer Essentials.com, Inc. 4600 Cromwell Ste. 105 Memphis, TN 38118 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 108 of 113

PYTHON INJECTION/VENOM 8610 CENTRAL AVE STANTON CA 90680

RACING TRENDZ 5170 FRANKLIN BLVD UNIT2 Eugene, OR 97403

REDRANGER USAREID YOKEN 9469 RICHMOND PLACE Rancho Cucamonga CA 91730

RENN SPEC, INC 14262 E VALLEY BLVD UNIT D La Puente, CA 91746

Roger Orellana 1921 Paso Verde Drive Hacienda Heights, CA 91745

ROYAL PURPLE 1 ROYAL PURPLE LANE PORTER TX 77365 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 109 of 113

SCAT ENTERPRISES INC 1400 KINGSDALE AVE Redondo Beach CA 90278

SEIBON CARBON 1215 BIXBY DRIVE CITY OF INDUSTRY CA 91745

Snell & Wilmer 600 Anton Blvd., Ste. 1400 Costa Mesa, CA 92626

SOURCE INTERLINK OVEIS HASHMANI/MARINA-ACC 13266 COLLECTIONS CENTER CHICAGO IL 60693

SP ENGINEERING 424 TURNBULL CANYON RD CITY OF INDUSTRY CA 91744

SPARCO MOTOR SPORTS INC 1852 KAISER AVENUE IRVINE CA 92614 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 110 of 113

SPECIALTY PRODUCTS CO. 4045 SPECIALTY PLACE LONGMONT CO 80502-0923

SPECTRE PERFORMANCE 1720 S CARLOSE AVE Ontario CA 91761

SPEED GALLERY/C. 11550 VENTURA BLVD STUDIO CITY, CA 91604-2612

SPYDER AUTO 19395 E Walnut Dr North City of Industry CA 91748

State Board of Equalization P.O. Box 942879 Sacramento, CA 94279

Storage Outlet - South El Monte c/o Progressive Realty Partners, Inc. 6885 Alton Parkway, Ste. 100 Irvine, CA 92618 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 111 of 113

SYNAPSE ENGINEERING INC. 6339 NANCY RIDGE DR SAN DIEGO CA 92121

TANABE RACING DEVELOPMENT 1849 WESTERN WAY TORRANCE CA 90501

TECHNICA MOTORSP 1345 BOYD AVE NW SUITE B Atlanta, GA 30318

TEXAS AUTOMOTIVE 8701 MCGREGOR LANE DRIPPING SPRINGS, TX 78620-2465

THARCO PO BOX 39000 SAN FRANCISCO CA 94139-0001

TORCO INTERNATIONAL CORP 9145 MILLIKEN AVE RANCHO CUCAMONGA CA 91730 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 112 of 113

TREADSTONE PERFORMANCE PO BOX 972072 Miami FL 33197

TURBONETICS INC 14399 PRINCETON AVE Moorpark CA 93021

TURBOSMARTMARTY STAGGS 9469 RICHMOND PL Rancho Cucamonga CA 91730

UPS/UNITED PARCEL SERVICE P O BOX 894820 LOS ANGELES CA 90189-4820

VALLEY VISTA SERVICES INC 17445 EAST RAILROAD ST ROWLAND HEIGHTS CA 91748

VIBRANT POWER INC 310 COURTNEY PARK DR EAST MISSISSAUGA ON L5T 2S5 Case 2:12-bk-51569-RK Doc 1 Filed 12/20/12 Entered 12/20/12 16:47:52 Desc Main Document Page 113 of 113

WELLMAN PRODUCTS GROUP 920 LAKE RD MEDINA OH 44256

WILWOOD ENGINEERING 4700 CALLE BOLERO Camarillo CA 93012

WOLFGANG COMMUNICATIONS 5116 MAPLE ST IRVINE CA 92612