Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 202

Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15

An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this

form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any

amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document,

and the date. Bankruptcy Rules 1008 and 9011.

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in

connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341,

1519, and 3571.

Declaration and signature

I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another

individual serving as a representative of the debtor in this case.

I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:

 Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B)

 Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

 Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

 Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G)

 Schedule H: Codebtors (Official Form 206H)

 Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum)

 Amended Schedule

 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204)

 Other document that requires a declaration

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

Executed on November 30, 2020 X /s/ Thomas D. W. Fauquier

Signature of individual signing on behalf of debtor

Thomas D. W. Fauquier

Printed name

CEO

Position or relationship to debtor

Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 1 of 26
Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 206Sum

Summary of Assets and Liabilities for Non-Individuals 12/15

Part 1: Summary of Assets

1. Schedule A/B: Assets-Real and Personal Property (Official Form 206A/B)

1a. Real property:

 Copy line 88 from Schedule A/B............................................................................................................................. $ 0.00

1b. Total personal property:

 Copy line 91A from Schedule A/B......................................................................................................................... $ 3.00

1c. Total of all property:

 Copy line 92 from Schedule A/B........................................................................................................................... $ 3.00

Part 2: Summary of Liabilities

2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D)

Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D.................................... $ 0.00

3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F)

3a. Total claim amounts of priority unsecured claims:

 Copy the total claims from Part 1 from line 5a of Schedule E/F.......................................................................... $ 0.00

3b. Total amount of claims of nonpriority amount of unsecured claims:

 Copy the total of the amount of claims from Part 2 from line 5b of Schedule E/F................................................ +$ 16,230,748.77

4. Total liabilities .......................................................................................................................................................

Lines 2 + 3a + 3b $ 16,230,748.77

Official Form 206Sum Summary of Assets and Liabilities for Non-Individuals page 1

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 2 of 26
Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 206A/B

Schedule A/B: Assets - Real and Personal Property 12/15

Disclose all property, real and personal, which the debtor owns or in which the debtor has any other legal, equitable, or future interest.

Include all property in which the debtor holds rights and powers exercisable for the debtor's own benefit. Also include assets and properties

which have no book value, such as fully depreciated assets or assets that were not capitalized. In Schedule A/B, list any executory contracts

or unexpired leases. Also list them on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G).

Be as complete and accurate as possible. If more space is needed, attach a separate sheet to this form. At the top of any pages added, write

the debtor’s name and case number (if known). Also identify the form and line number to which the additional information applies. If an

additional sheet is attached, include the amounts from the attachment in the total for the pertinent part.

For Part 1 through Part 11, list each asset under the appropriate category or attach separate supporting schedules, such as a fixed asset

schedule or depreciation schedule, that gives the details for each asset in a particular category. List each asset only once. In valuing the

debtor’s interest, do not deduct the value of secured claims. See the instructions to understand the terms used in this form.

Part 1: Cash and cash equivalents

1. Does the debtor have any cash or cash equivalents?

 No. Go to Part 2.

 Yes Fill in the information below.

All cash or cash equivalents owned or controlled by the debtor Current value of

debtor's interest

3. Checking, savings, money market, or financial brokerage accounts (Identify all)

Name of institution (bank or brokerage firm) Type of account Last 4 digits of account

number

3.1.

Capital One Bank: $189,790.90 (Debtor

holds bare legal title to this account; the

funds belong to the Debtor's subsidiary

Sport and Health Virginia Properties, L.C.,

the entity that operates the health club in

Herndon, VA through its management

agent US Fitness Holdings, LLC) Checking 1594 $0.00

3.2. Capital One Bank Zero Balance Account 1616 $0.00

4. Other cash equivalents (Identify all)

5. Total of Part 1. $0.00

Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.

Part 2: Deposits and Prepayments

6. Does the debtor have any deposits or prepayments?

 No. Go to Part 3.

 Yes Fill in the information below.

Part 3: Accounts receivable

10. Does the debtor have any accounts receivable?

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 1

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 3 of 26
Debtor ClubX, LLC Case number (If known) 20-12470-KHK

Name

 No. Go to Part 4.

 Yes Fill in the information below.

Part 4: Investments

13. Does the debtor own any investments?

 No. Go to Part 5.

 Yes Fill in the information below.

Valuation method used

for current value

Current value of

debtor's interest

14. Mutual funds or publicly traded stocks not included in Part 1

Name of fund or stock:

15. Non-publicly traded stock and interests in incorporated and unincorporated businesses, including any interest in an LLC,

partnership, or joint venture

Name of entity: % of ownership

15.1.

Membership interest in Sport and Health

Virginia Properties, L.C. 100 % $1.00

15.2.

Membership interest in Sport and Health

Maryland Properties, L.C. 100 % $1.00

15.3. Shareholder interest in Sport and Health, Inc. 100 % $1.00

16. Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1

Describe:

17. Total of Part 4. $3.00

Add lines 14 through 16. Copy the total to line 83.

Part 5: Inventory, excluding agriculture assets

18. Does the debtor own any inventory (excluding agriculture assets)?

 No. Go to Part 6.

 Yes Fill in the information below.

Part 6: Farming and fishing-related assets (other than titled motor vehicles and land)

27. Does the debtor own or lease any farming and fishing-related assets (other than titled motor vehicles and land)?

 No. Go to Part 7.

 Yes Fill in the information below.

Part 7: Office furniture, fixtures, and equipment; and collectibles

38. Does the debtor own or lease any office furniture, fixtures, equipment, or collectibles?

 No. Go to Part 8.

 Yes Fill in the information below.

Part 8: Machinery, equipment, and vehicles

46. Does the debtor own or lease any machinery, equipment, or vehicles?

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 2

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 4 of 26
Debtor ClubX, LLC Case number (If known) 20-12470-KHK

Name

 No. Go to Part 9.

 Yes Fill in the information below.

Part 9: Real property

54. Does the debtor own or lease any real property?

 No. Go to Part 10.

 Yes Fill in the information below.

Part 10: Intangibles and intellectual property

59. Does the debtor have any interests in intangibles or intellectual property?

 No. Go to Part 11.

 Yes Fill in the information below.

Part 11: All other assets

70. Does the debtor own any other assets that have not yet been reported on this form?

Include all interests in executory contracts and unexpired leases not previously reported on this form.

 No. Go to Part 12.

 Yes Fill in the information below.

Current value of

debtor's interest

71. Notes receivable

Description (include name of obligor)

72. Tax refunds and unused net operating losses (NOLs)

Description (for example, federal, state, local)

73. Interests in insurance policies or annuities

74. Causes of action against third parties (whether or not a lawsuit

has been filed)

75. Other contingent and unliquidated claims or causes of action of

every nature, including counterclaims of the debtor and rights to

set off claims

Contingent rights to indemnification against various

assignee tenants, including USF S&H Holdco, LLC; US

Fitness Holdings, LLC; USF S&H Virginia, LLC; USF S&H

Maryland, LLC; and USF S&H DC, LLC from potential

claims by commercial landlords Unknown

Nature of claim Potential indemnifiction

Amount requested $0.00

76. Trusts, equitable or future interests in property

77. Other property of any kind not already listed Examples: Season tickets,

country club membership

78. Total of Part 11. $0.00

Add lines 71 through 77. Copy the total to line 90.

79. Has any of the property listed in Part 11 been appraised by a professional within the last year?

 No

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 3

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 5 of 26
Debtor ClubX, LLC Case number (If known) 20-12470-KHK

Name

 Yes

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 4

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Document Page 6 of 26
Debtor ClubX, LLC Case number (If known) 20-12470-KHK

Name

Part 12: Summary

In Part 12 copy all of the totals from the earlier parts of the form

Type of property Current value of

personal property

Current value of real

property

80. Cash, cash equivalents, and financial assets.

Copy line 5, Part 1 $0.00

81. Deposits and prepayments. Copy line 9, Part 2. $0.00

82. Accounts receivable. Copy line 12, Part 3. $0.00

83. Investments. Copy line 17, Part 4. $3.00

84. Inventory. Copy line 23, Part 5. $0.00

85. Farming and fishing-related assets. Copy line 33, Part 6. $0.00

86. Office furniture, fixtures, and equipment; and collectibles.

Copy line 43, Part 7. $0.00

87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $0.00

88. Real property. Copy line 56, Part 9.........................................................................................> $0.00

89. Intangibles and intellectual property. Copy line 66, Part 10. $0.00

90. All other assets. Copy line 78, Part 11. + $0.00

91. Total. Add lines 80 through 90 for each column $3.00 + 91b. $0.00

92. Total of all property on Schedule A/B. Add lines 91a+91b=92 $3.00

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 5

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 7 of 26
Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 206D

Schedule D: Creditors Who Have Claims Secured by Property 12/15

Be as complete and accurate as possible.

1. Do any creditors have claims secured by debtor's property?

 No. Check this box and submit page 1 of this form to the court with debtor's other schedules. Debtor has nothing else to report on this form.

 Yes. Fill in all of the information below.

Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property page 1 of 1

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 8 of 26
Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 206E/F

Schedule E/F: Creditors Who Have Unsecured Claims 12/15

Be as complete and accurate as possible. Use Part 1 for creditors with PRIORITY unsecured claims and Part 2 for creditors with NONPRIORITY unsecured claims.

List the other party to any executory contracts or unexpired leases that could result in a claim. Also list executory contracts on Schedule A/B: Assets - Real and

Personal Property (Official Form 206A/B) and on Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G). Number the entries in Parts 1 and

2 in the boxes on the left. If more space is needed for Part 1 or Part 2, fill out and attach the Additional Page of that Part included in this form.

Part 1: List All Creditors with PRIORITY Unsecured Claims

1. Do any creditors have priority unsecured claims? (See 11 U.S.C. § 507).

 No. Go to Part 2.

 Yes. Go to line 2.

Part 2: List All Creditors with NONPRIORITY Unsecured Claims

3. List in alphabetical order all of the creditors with nonpriority unsecured claims. If the debtor has more than 6 creditors with nonpriority unsecured claims, fill

out and attach the Additional Page of Part 2.

Amount of claim

3.1 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Alexandria Two Associates, LP

c/o William Eacho

6223 Kennedy Dr.

Chevy Chase, MD 20815

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.2 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Bethesda-Chevy Chase Racquet

c/o Promark Partners

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Maryland, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.3 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Brafferton Owner, LLC

c/o MD Financial Investors Inc

2800 Quarry Lake Dr., # 340

Baltimore, MD 21209

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.4 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Brambletown Town Center Assoc.

c/o Suave Enterprises, LLC

3400 E. Lafayette

Detroit, MI 48207

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims page 1 of 4

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Document Page 9 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Name

3.5 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

CESC Gateway One, LLC

c/o JBG SMITH Mgmt. Services

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.6 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

CESC Gateway Two, LLC

c/o JBG SMITH Mgmt. Services

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.7 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Douglas Development Corp.

702 H St., NW, Suite 400

Washington, DC 20001

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H DC, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.8 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Evergreen Square Limited

c/o Core Development Group

24012 Frederick Rd.

Clarksburg, MD 20871

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Maryland, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.9 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

FC Ballston Commons, LLC

600 Superior Ave. East

Suite 1500

Cleveland, OH 44114-2619

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.10 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Fitness Complex, LLC

c/o Tri Borough Management

1509 Dodona Terrace, Suite 205

Leesburg, VA 20175

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.11 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

JBG/Woodbridge Retail LLC

c/o JBG Rosenfeld Retail Prop.

4445 Willard Ave., Suite 400

Chevy Chase, MD 20815

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 2 of 4

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Document Page 10 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Name

3.12 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

K and W, LC

194 Serenity View Ln.

Middletown, VA 22645

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.13 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Market Square at Frederick LLC

c/o JBGR/TRS, LLC

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Maryland, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.14 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $129,167.00

Real Property Advisors, LLC

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Professional services 

Is the claim subject to offset?  No  Yes

3.15 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Russell Avenue Operating, LLC

c/o Promark Partners

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Maryland, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.16 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $11,911,790.87

Sport & Health Holdings, LLC

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Advances to cover operating losses 

Is the claim subject to offset?  No  Yes

3.17 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $189,790.90

Sport and Health Virginia

Properties, L.C.

6726 Curran St., Suite 300

McLean, VA 22102

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: This subsidiary of the Debtor owns the funds in the 

Capital One Bank operating acct. titled to the Debtor, by virtue of operating 

the health club in Herndon, VA through its management agent US Fitness 

Holdings, LLC 

Is the claim subject to offset?  No  Yes

3.18 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Target Corporation

Property Development TPN 12 Fl

1000 Nicollet Mall

Minneapolis, MN 55403

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 3 of 4

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Document Page 11 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Name

3.19 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

Third Crystal Park Assoc.

c/o JBG SMITH Mgmt. Services

4747 Bethesda Ave., Suite 200

Bethesda, MD 20814

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against USF S&H Virginia, LLC, guaranteed 

Is the claim subject to offset?  No  Yes

3.20 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. Unknown

US Fitness Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: 

Is the claim subject to offset?  No  Yes

3.21 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $4,000,000.00

Worldgate Centre

c/o Rappaport

8405 Greensboro Dr., 8th Fl.

McLean, VA 22102-5121

Date(s) debt was incurred 

Last 4 digits of account number 

 Contingent

 Unliquidated

 Disputed

Basis for the claim: Claim against Sport and Health Virginia Properties, LC, 

guaranteed 

Is the claim subject to offset?  No  Yes

Part 3: List Others to Be Notified About Unsecured Claims

4. List in alphabetical order any others who must be notified for claims listed in Parts 1 and 2. Examples of entities that may be listed are collection agencies,

assignees of claims listed above, and attorneys for unsecured creditors.

If no others need to be notified for the debts listed in Parts 1 and 2, do not fill out or submit this page. If additional pages are needed, copy the next page.

Name and mailing address On which line in Part1 or Part 2 is the

related creditor (if any) listed?

Last 4 digits of

account number, if

any

4.1 Leon Koutsouftikis, Esq.

Magruder Cook Koutsouftikis

1889 Preston White Dr., #200

Reston, VA 20191

Line 3.21 

 Not listed. Explain 

4.2 Michael W. Robinson, Esq.

Venable LLP

8010 Towers Crescent Dr., #300

Vienna, VA 22182

Line 3.21 

 Not listed. Explain 

Part 4: Total Amounts of the Priority and Nonpriority Unsecured Claims

5. Add the amounts of priority and nonpriority unsecured claims.

Total of claim amounts

5a. Total claims from Part 1 5a. $ 0.00

5b. Total claims from Part 2 5b. + $ 16,230,748.77

5c. Total of Parts 1 and 2

Lines 5a + 5b = 5c. 5c. $ 16,230,748.77

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 4 of 4

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Case 20-12470-KHK Doc 14 Filed 11/30/20 Entered 11/30/20 16:44:29 Desc Main

Document Page 12 of 26
Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 206G

Schedule G: Executory Contracts and Unexpired Leases 12/15

Be as complete and accurate as possible. If more space is needed, copy and attach the additional page, number the entries consecutively.

1. Does the debtor have any executory contracts or unexpired leases?

 No. Check this box and file this form with the debtor's other schedules. There is nothing else to report on this form.

 Yes. Fill in all of the information below even if the contacts of leases are listed on Schedule A/B: Assets - Real and Personal Property

(Official Form 206A/B).

2. List all contracts and unexpired leases State the name and mailing address for all other parties with

whom the debtor has an executory contract or unexpired

lease

2.1 State what the contract or

lease is for and the nature

of the debtor's interest

State the term remaining

List the contract number of

any government contract

2.2 State what the contract or

lease is for and the nature

of the debtor's interest

State the term remaining

List the contract number of

any government contract

2.3 State what the contract or

lease is for and the nature

of the debtor's interest

State the term remaining

List the contract number of

any government contract

2.4 State what the contract or

lease is for and the nature

of the debtor's interest

State the term remaining

List the contract number of

any government contract

Official Form 206G Schedule G: Executory Contracts and Unexpired Leases Page 1 of 1

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Document Page 13 of 26
Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 206H

Schedule H: Your Codebtors 12/15

Be as complete and accurate as possible. If more space is needed, copy the Additional Page, numbering the entries consecutively. Attach the

Additional Page to this page.

1. Do you have any codebtors?

 No. Check this box and submit this form to the court with the debtor's other schedules. Nothing else needs to be reported on this form.

 Yes

2. In Column 1, list as codebtors all of the people or entities who are also liable for any debts listed by the debtor in the schedules of

creditors, Schedules D-G. Include all guarantors and co-obligors. In Column 2, identify the creditor to whom the debt is owed and each schedule

on which the creditor is listed. If the codebtor is liable on a debt to more than one creditor, list each creditor separately in Column 2.

Column 1: Codebtor Column 2: Creditor

Name Mailing Address Name Check all schedules

that apply:

2.1 Sport and Health

Virginia

Properties, LC

451 Hungerford Dr., Suite 700

Rockville, MD 20850-5121

Worldgate Centre  D 

 E/F 3.21 

 G 

2.2 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Douglas Development

Corp.

 D 

 E/F 3.7 

 G 

2.3 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Russell Avenue

Operating, LLC

 D 

 E/F 3.15 

 G 

2.4 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Market Square at

Frederick LLC

 D 

 E/F 3.13 

 G 

2.5 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Evergreen Square

Limited

 D 

 E/F 3.8 

 G 

Official Form 206H Schedule H: Your Codebtors Page 1 of 5

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Document Page 14 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Additional Page to List More Codebtors

Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page.

Column 1: Codebtor Column 2: Creditor

2.6 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Bethesda-Chevy

Chase Racquet

 D 

 E/F 3.2 

 G 

2.7 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Brambletown Town

Center Assoc.

 D 

 E/F 3.4 

 G 

2.8 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

CESC Gateway One,

LLC

 D 

 E/F 3.5 

 G 

2.9 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

CESC Gateway Two,

LLC

 D 

 E/F 3.6 

 G 

2.10 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Third Crystal Park

Assoc.

 D 

 E/F 3.19 

 G 

2.11 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Fitness Complex, LLC  D 

 E/F 3.10 

 G 

2.12 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

K and W, LC  D 

 E/F 3.12 

 G 

2.13 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Target Corporation  D 

 E/F 3.18 

 G 

Official Form 206H Schedule H: Your Codebtors Page 2 of 5

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Document Page 15 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Additional Page to List More Codebtors

Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page.

Column 1: Codebtor Column 2: Creditor

2.14 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Brafferton Owner, LLC  D 

 E/F 3.3 

 G 

2.15 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Alexandria Two

Associates, LP

 D 

 E/F 3.1 

 G 

2.16 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

JBG/Woodbridge

Retail LLC

 D 

 E/F 3.11 

 G 

2.17 US Fitness

Holdings, LLC

6726 Curran St., Suite 300

McLean, VA 22102

FC Ballston Commons,

LLC

 D 

 E/F 3.9 

 G 

2.18 USF S&H DC,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

Douglas Development

Corp.

 D 

 E/F 3.7 

 G 

2.19 USF S&H

Maryland, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Russell Avenue

Operating, LLC

 D 

 E/F 3.15 

 G 

2.20 USF S&H

Maryland, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Market Square at

Frederick LLC

 D 

 E/F 3.13 

 G 

2.21 USF S&H

Maryland, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Bethesda-Chevy

Chase Racquet

 D 

 E/F 3.2 

 G 

Official Form 206H Schedule H: Your Codebtors Page 3 of 5

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Document Page 16 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Additional Page to List More Codebtors

Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page.

Column 1: Codebtor Column 2: Creditor

2.22 USF S&H

Maryland, LLC

6726 Curran St., Suite 300

McLean, VA 22102

Evergreen Square

Limited

 D 

 E/F 3.8 

 G 

2.23 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

Brambletown Town

Center Assoc.

 D 

 E/F 3.4 

 G 

2.24 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

CESC Gateway One,

LLC

 D 

 E/F 3.5 

 G 

2.25 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

CESC Gateway Two,

LLC

 D 

 E/F 3.6 

 G 

2.26 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

Third Crystal Park

Assoc.

 D 

 E/F 3.19 

 G 

2.27 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

Fitness Complex, LLC  D 

 E/F 3.10 

 G 

2.28 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

K and W, LC  D 

 E/F 3.12 

 G 

2.29 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

Target Corporation  D 

 E/F 3.18 

 G 

Official Form 206H Schedule H: Your Codebtors Page 4 of 5

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Document Page 17 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Additional Page to List More Codebtors

Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page.

Column 1: Codebtor Column 2: Creditor

2.30 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

Brafferton Owner, LLC  D 

 E/F 3.3 

 G 

2.31 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

Alexandria Two

Associates, LP

 D 

 E/F 3.1 

 G 

2.32 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

JBG/Woodbridge

Retail LLC

 D 

 E/F 3.11 

 G 

2.33 USF S&H Virginia,

LLC

6726 Curran St., Suite 300

McLean, VA 22102

FC Ballston Commons,

LLC

 D 

 E/F 3.9 

 G 

Official Form 206H Schedule H: Your Codebtors Page 5 of 5

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Document Page 18 of 26
Fill in this information to identify the case:

Debtor name ClubX, LLC

United States Bankruptcy Court for the: EASTERN DISTRICT OF VIRGINIA

Case number (if known) 20-12470-KHK

 Check if this is an

amended filing

Official Form 207

Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy 04/19

The debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages,

write the debtor’s name and case number (if known).

Part 1: Income

1. Gross revenue from business

 None.

Identify the beginning and ending dates of the debtor’s fiscal year,

which may be a calendar year

Sources of revenue

Check all that apply

Gross revenue

(before deductions and

exclusions)

From the beginning of the fiscal year to filing date:

From 1/01/2020 to Filing Date

 Operating a business $0.00

 Other

For prior year:

From 1/01/2019 to 12/31/2019

 Operating a business $0.00

 Other

For year before that:

From 1/01/2018 to 12/31/2018

 Operating a business $0.00

 Other

2. Non-business revenue

Include revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected from lawsuits,

and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.

 None.

Description of sources of revenue Gross revenue from

each source

(before deductions and

exclusions)

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

3. Certain payments or transfers to creditors within 90 days before filing this case

List payments or transfers--including expense reimbursements--to any creditor, other than regular employee compensation, within 90 days before

filing this case unless the aggregate value of all property transferred to that creditor is less than $6,825. (This amount may be adjusted on 4/01/22

and every 3 years after that with respect to cases filed on or after the date of adjustment.)

 None.

Creditor's Name and Address Dates Total amount of value Reasons for payment or transfer

Check all that apply

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insider

List payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider or guaranteed

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 1

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Debtor ClubX, LLC Case number (if known) 20-12470-KHK

or cosigned by an insider unless the aggregate value of all property transferred to or for the benefit of the insider is less than $6,825. (This amount

may be adjusted on 4/01/22 and every 3 years after that with respect to cases filed on or after the date of adjustment.) Do not include any payments

listed in line 3. Insiders include officers, directors, and anyone in control of a corporate debtor and their relatives; general partners of a partnership

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(31).

 None.

Insider's name and address

Relationship to debtor

Dates Total amount of value Reasons for payment or transfer

5. Repossessions, foreclosures, and returns

List all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by a creditor, sold at

a foreclosure sale, transferred by a deed in lieu of foreclosure, or returned to the seller. Do not include property listed in line 6.

 None

Creditor's name and address Describe of the Property Date Value of property

6. Setoffs

List any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from an account

of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because the debtor owed a

debt.

 None

Creditor's name and address Description of the action creditor took Date action was

taken

Amount

Part 3: Legal Actions or Assignments

7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental audits

List the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor was involved

in any capacity—within 1 year before filing this case.

 None.

Case title

Case number

Nature of case Court or agency's name and

address

Status of case

7.1. Worldgate Center Owner, LLC

v. Sport & Health Clubs, LC

CL2020-0004109

Civil action Fairfax County Circuit Court

4110 Chain Bridge Rd.

Fairfax, VA 22030

 Pending

 On appeal

 Concluded

8. Assignments and receivership

List any property in the hands of an assignee for the benefit of creditors during the 120 days before filing this case and any property in the hands of a

receiver, custodian, or other court-appointed officer within 1 year before filing this case.

 None

Part 4: Certain Gifts and Charitable Contributions

9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregate value of

the gifts to that recipient is less than $1,000

 None

Recipient's name and address Description of the gifts or contributions Dates given Value

Part 5: Certain Losses

10. All losses from fire, theft, or other casualty within 1 year before filing this case.

 None

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 2

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Document Page 20 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Description of the property lost and

how the loss occurred

Amount of payments received for the loss

If you have received payments to cover the loss, for

example, from insurance, government compensation, or

tort liability, list the total received.

List unpaid claims on Official Form 106A/B (Schedule

A/B: Assets – Real and Personal Property).

Dates of loss Value of property

lost

Part 6: Certain Payments or Transfers

11. Payments related to bankruptcy

List any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year before the filing

of this case to another person or entity, including attorneys, that the debtor consulted about debt consolidation or restructuring, seeking bankruptcy

relief, or filing a bankruptcy case.

 None.

Who was paid or who received

the transfer?

Address

If not money, describe any property transferred Dates Total amount or

value

11.1. Tyler, Bartl & Ramsdell, P.L.C.

300 N. Washington St., Suite

310

Alexandria, VA 22314

$10,000, plus $360 in applicable filing fees

and wire fees 11/4/2020 $10,360.00

Email or website address

Who made the payment, if not debtor?

12. Self-settled trusts of which the debtor is a beneficiary

List any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years before the filing of this case

to a self-settled trust or similar device.

Do not include transfers already listed on this statement.

 None.

Name of trust or device Describe any property transferred Dates transfers

were made

Total amount or

value

13. Transfers not already listed on this statement

List any transfers of money or other property by sale, trade, or any other means made by the debtor or a person acting on behalf of the debtor within

2 years before the filing of this case to another person, other than property transferred in the ordinary course of business or financial affairs. Include

both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on this statement.

 None.

Who received transfer?

Address

Description of property transferred or

payments received or debts paid in exchange

Date transfer

was made

Total amount or

value

Part 7: Previous Locations

14. Previous addresses

List all previous addresses used by the debtor within 3 years before filing this case and the dates the addresses were used.

 Does not apply

Address Dates of occupancy

From-To

14.1. 1390 Piccard Dr., Suite 120

Rockville, MD 20850

October 2018-July 2019

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 3

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Document Page 21 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Address Dates of occupancy

From-To

14.2. 1760 Old Meadow Rd., Suite 300

McLean, VA 22102-4330

October 2017-October 2018

Part 8: Health Care Bankruptcies

15. Health Care bankruptcies

Is the debtor primarily engaged in offering services and facilities for:

- diagnosing or treating injury, deformity, or disease, or

- providing any surgical, psychiatric, drug treatment, or obstetric care?

 No. Go to Part 9.

 Yes. Fill in the information below.

Facility name and address Nature of the business operation, including type of services

the debtor provides

If debtor provides meals

and housing, number of

patients in debtor’s care

Part 9: Personally Identifiable Information

16. Does the debtor collect and retain personally identifiable information of customers?

 No.

 Yes. State the nature of the information collected and retained.

17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or other pension or

profit-sharing plan made available by the debtor as an employee benefit?

 No. Go to Part 10.

 Yes. Does the debtor serve as plan administrator?

Part 10: Certain Financial Accounts, Safe Deposit Boxes, and Storage Units

18. Closed financial accounts

Within 1 year before filing this case, were any financial accounts or instruments held in the debtor’s name, or for the debtor’s benefit, closed, sold,

moved, or transferred?

Include checking, savings, money market, or other financial accounts; certificates of deposit; and shares in banks, credit unions, brokerage houses,

cooperatives, associations, and other financial institutions.

 None

Financial Institution name and

Address

Last 4 digits of

account number

Type of account or

instrument

Date account was

closed, sold,

moved, or

transferred

Last balance

before closing or

transfer

19. Safe deposit boxes

List any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 year before filing this

case.

 None

Depository institution name and address Names of anyone with

access to it

Address

Description of the contents Do you still

have it?

20. Off-premises storage

List any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in a part of a building in

which the debtor does business.

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 4

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Document Page 22 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

 None

Facility name and address Names of anyone with

access to it

Description of the contents Do you still

have it?

Part 11: Property the Debtor Holds or Controls That the Debtor Does Not Own

21. Property held for another

List any property that the debtor holds or controls that another entity owns. Include any property borrowed from, being stored for, or held in trust. Do

not list leased or rented property.

 None

Owner's name and address Location of the property Describe the property Value

Sport and Health Virginia

Properties, L.C.

6726 Curran St., Suite 300

McLean, VA 22102

Capital One Bank This subsidiary of the Debtor

owns the funds in the Capital

One Bank operating acct. titled

to the Debtor, by virtue of

operating the health club in

Herndon, VA through its

management agent US Fitness

Holdings, LLC

$189,790.90

Part 12: Details About Environment Information

For the purpose of Part 12, the following definitions apply:

Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardous material, regardless of the

medium affected (air, land, water, or any other medium).

Site means any location, facility, or property, including disposal sites, that the debtor now owns, operates, or utilizes or that the debtor formerly

owned, operated, or utilized.

Hazardous material means anything that an environmental law defines as hazardous or toxic, or describes as a pollutant, contaminant, or a

similarly harmful substance.

Report all notices, releases, and proceedings known, regardless of when they occurred.

22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements and orders.

 No.

 Yes. Provide details below.

Case title

Case number

Court or agency name and

address

Nature of the case Status of case

23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violation of an

environmental law?

 No.

 Yes. Provide details below.

Site name and address Governmental unit name and

address

Environmental law, if known Date of notice

24. Has the debtor notified any governmental unit of any release of hazardous material?

 No.

 Yes. Provide details below.

Site name and address Governmental unit name and

address

Environmental law, if known Date of notice

Part 13: Details About the Debtor's Business or Connections to Any Business

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 5

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Document Page 23 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

25. Other businesses in which the debtor has or has had an interest

List any business for which the debtor was an owner, partner, member, or otherwise a person in control within 6 years before filing this case.

Include this information even if already listed in the Schedules.

 None

Business name address Describe the nature of the business Employer Identification number

Do not include Social Security number or ITIN.

Dates business existed

25.1. Sport and Health Virginia

Properties, LC

451 Hungerford Dr., Suite 700

Rockville, MD 20850-5121

Health club EIN:

From-To

54-2002942

2005-present

25.2. Sport and Health Maryland

Properties, LC

451 Hungerford Dr., Suite 700

Rockville, MD 20850-5121

Health club EIN:

From-To

04-3829403

2005-present (not operating since

2018)

25.3. Sport and Health, Inc.

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Employment affiliate EIN:

From-To

52-1195516

2005-present (not operating since

2014)

25.4. Washington Sport & Health,

Inc.

451 Hungerford Dr., Suite 700

Rockville, MD 20850

Health club EIN:

From-To

54-1602767

2005-3/31/15

26. Books, records, and financial statements

26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.

 None

Name and address Date of service

From-To

26a.1. Scott Thomas

6726 Curran St., Suite 300

McLean, VA 22101

2005-present

26b. List all firms or individuals who have audited, compiled, or reviewed debtor’s books of account and records or prepared a financial statement

within 2 years before filing this case.

 None

Name and address Date of service

From-To

26b.1. Scott Thomas

6726 Curran St., Suite 300

McLean, VA 22101

2005-present

Name and address Date of service

From-To

26b.2. Emily Korber

451 Hungerford Dr., Suite 700

Rockville, MD 20850

2016-present

Name and address Date of service

From-To

26b.3. Real Property Advisors, LLC

451 Hungerford Dr., Suite 700

Rockville, MD 20850

2016-present

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 6

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Debtor ClubX, LLC Case number (if known) 20-12470-KHK

26c. List all firms or individuals who were in possession of the debtor’s books of account and records when this case is filed.

 None

Name and address If any books of account and records are

unavailable, explain why

26c.1. Scott Thomas

6726 Curran St., Suite 300

McLean, VA 22101

26c.2. Emily Korber

451 Hungerford Dr., Suite 700

Rockville, MD 20850

26c.3. Real Property Advisors, LLC

451 Hungerford Dr., Suite 700

Rockville, MD 20850

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financial

statement within 2 years before filing this case.

 None

Name and address

26d.1. Worldgate Center Owner, LLC

c/o Rappaport

8405 Greensboro Dr., 8th Fl.

McLean, VA 22102-5121

27. Inventories

Have any inventories of the debtor’s property been taken within 2 years before filing this case?

 No

 Yes. Give the details about the two most recent inventories.

Name of the person who supervised the taking of the

inventory

Date of inventory The dollar amount and basis (cost, market,

or other basis) of each inventory

28. List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, or other people

in control of the debtor at the time of the filing of this case.

Name Address Position and nature of any

interest

% of interest, if

any

Sport & Health Holdings, LLC 451 Hungerford Dr., Suite 700

Rockville, MD 20850

Member 100%

Name Address Position and nature of any

interest

% of interest, if

any

Thomas D.W. Fauquier 451 Hungerford Dr., Suite 700

Rockville, MD 20850

CEO

Name Address Position and nature of any

interest

% of interest, if

any

Donald W. Konz 451 Hungerford Dr., Suite 700

Rockville, MD 20850

COO

Name Address Position and nature of any

interest

% of interest, if

any

Russell C. Minkoff 451 Hungerford Dr., Suite 700

Rockville, MD 20850

CFO

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 7

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Document Page 25 of 26
Debtor ClubX, LLC Case number (if known) 20-12470-KHK

Name Address Position and nature of any

interest

% of interest, if

any

Barry Minkoff 451 Hungerford Dr., Suite 700

Rockville, MD 20850

Secretary

29. Within 1 year before the filing of this case, did the debtor have officers, directors, managing members, general partners, members in

control of the debtor, or shareholders in control of the debtor who no longer hold these positions?

 No

 Yes. Identify below.

30. Payments, distributions, or withdrawals credited or given to insiders

Within 1 year before filing this case, did the debtor provide an insider with value in any form, including salary, other compensation, draws, bonuses,

loans, credits on loans, stock redemptions, and options exercised?

 No

 Yes. Identify below.

Name and address of recipient Amount of money or description and value of

property

Dates Reason for

providing the value

31. Within 6 years before filing this case, has the debtor been a member of any consolidated group for tax purposes?

 No

 Yes. Identify below.

Name of the parent corporation Employer Identification number of the parent

corporation

Sport & Health Holdings, LLC EIN: 20-3842400

32. Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund?

 No

 Yes. Identify below.

Name of the pension fund Employer Identification number of the parent

corporation

Part 14: Signature and Declaration

WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in

connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both.

18 U.S.C. §§ 152, 1341, 1519, and 3571.

I have examined the information in this Statement of Financial Affairs and any attachments and have a reasonable belief that the information is true

and correct.

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

Executed on November 30, 2020

/s/ Thomas D. W. Fauquier Thomas D. W. Fauquier

Signature of individual signing on behalf of the debtor Printed name

Position or relationship to debtor CEO

Are additional pages to Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy (Official Form 207) attached?

 No

 Yes

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 8

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