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UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov 

In re: 

CHILDREN FIRST CONSULTANTS, 

INC., 

 Debtor. / 

Case No.: 19-25286-RAM 

Chapter 11 

DISCLOSURE STATEMENT IN SUPPORT OF THE 

PLAN OF REORGANIZATION OF 

CHILDREN FIRST CONSULTANTS, INC. 

IMPORTANT: THIS DISCLOSURE STATEMENT CONTAINS INFORMATION THAT 

MAY BEAR UPON YOUR DECISION TO ACCEPT OR REJECT THE PROPOSED 

CHAPTER 11 PLAN. PLEASE READ THIS DOCUMENT WITH CARE. 

Submitted on September 8, 2020 by: 

AGENTIS PLLC 

55 Alhambra Plaza, Suite 800 

Coral Gables, Florida 33134 

T. 305.722.2002 F. 305.722.2001 

Nicole Grimal Helmstetter 

Fla. Bar No. 86937 

ngh@agentislaw.com 

Attorneys for the Debtor in Possession 

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TABLE OF CONTENTS 

ARTICLE I. DEFINITIONS ................................................................................................ 1

1.1. Administrative Claim ..................................................................................... 1

1.2. Administrative Claims Bar Date ................................................................... 1

1.3. Administrative Expenses ................................................................................ 1

1.4. Adversary Proceeding .................................................................................... 2

1.5. AHCA ............................................................................................................... 2

1.6. Allow, Allowed, Allowance ............................................................................. 2

1.7. Allowed Administrative Expense Claim ....................................................... 2

1.8. Allowed Claim ................................................................................................. 2

1.9. Allowed Unsecured Claim .............................................................................. 3

1.10. Assets ................................................................................................................ 3

1.11. Avoidance Action ............................................................................................ 3

1.12. Ballot ................................................................................................................ 3

1.13. Bankruptcy Code ............................................................................................ 3

1.14. Bankruptcy Court ........................................................................................... 3

1.15. Bankruptcy Rules............................................................................................ 4

1.16. Cause(s) of Action ........................................................................................... 4

1.17. Chapter 11 Case .............................................................................................. 4

1.18. Claim ................................................................................................................ 4

1.19. Claimant, Claimholder or Creditor .............................................................. 4

1.20. Claimholder ..................................................................................................... 4

1.21. Claims Bar Date .............................................................................................. 4

1.22. Class ................................................................................................................. 4

1.23. Confirmation or Confirmation Date ............................................................. 4

1.24. Confirmation Hearing .................................................................................... 5

1.25. Confirmation Order ........................................................................................ 5

1.26. Court ................................................................................................................ 5

1.27. Cramdown Provisions .................................................................................... 5

1.28. Creditor ............................................................................................................ 5

1.29. Debtor............................................................................................................... 5

1.30. Directors ........................................................................................................... 5

1.31. Disclosure Statement ...................................................................................... 5

1.32. Disputed Claim ................................................................................................ 6

1.33. Disputed Creditors .......................................................................................... 6

1.34. Earn Out From Operations............................................................................ 6

1.35. Effective Date .................................................................................................. 6

1.36. Estate ................................................................................................................ 6

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1.37. Equity Interest ................................................................................................. 6

1.38. Executory Contracts ....................................................................................... 6

1.39. Final Order ...................................................................................................... 6

1.40. General Unsecured Claim .............................................................................. 7

1.41. Governmental Unit ......................................................................................... 7

1.42. Holder............................................................................................................... 7

1.43. Impaired........................................................................................................... 7

1.44. Insiders ............................................................................................................. 7

1.45. Litigation Proceeds ......................................................................................... 7

1.46. Local Rules ...................................................................................................... 7

1.47. Monthly Operating Reports ........................................................................... 8

1.48. Petition Date .................................................................................................... 8

1.49. Plan ................................................................................................................... 8

1.50. Plan Fund ......................................................................................................... 8

1.51. Plan Payment ................................................................................................... 8

1.52. Priority Cap ..................................................................................................... 8

1.53. Priority Claim .................................................................................................. 8

1.54. Professional ...................................................................................................... 8

1.55. Professional Claim .......................................................................................... 8

1.56. Proponent......................................................................................................... 9

1.57. Reorganized Debtor ........................................................................................ 9

1.58. Scheduled ......................................................................................................... 9

1.59. Schedules or Amended Schedules or Schedules of Assets 

and Liabilities or Statement of Financial Affairs......................................... 9

1.60. Solicitation Procedures Order ....................................................................... 9

1.61. United States Trustee ...................................................................................... 9

1.62. United States Trustee Fees ............................................................................. 9

1.63. Voting Deadline ............................................................................................... 9

1.64. Uncontested Receivable ................................................................................ 10

1.65. WellCare ........................................................................................................ 10

1.66. Undefined Terms ........................................................................................... 10

ARTICLE II. INTRODUCTION......................................................................................... 10

A. Purpose of this Document ............................................................................ 11

ARTICLE III. OVERVIEW OF CHAPTER 11 .................................................................. 12

A. Brief Explanation of Chapter 11 ................................................................. 12

B. Voting on the Plan ......................................................................................... 12

C. The Confirmation Hearing........................................................................... 14

D. Confirmation ................................................................................................. 14

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ARTICLE IV. THE DEBTOR’S BUSINESS AND THE BANKRUPTCY CASE .......... 15

A. The Business of Children’s First ................................................................. 15

B. Business Factors Necessitating the Bankruptcy Case................................ 16

C. Prepetition Priority and Unsecured Claims ............................................... 17

D. Significant Events in the Bankruptcy Including First Day Motions ........ 18

E. Claims............................................................................................................. 19

1. Bar Date for Filing Proofs of Claims and Administrative Expenses ....... 19

2. Claims Objections Generally ....................................................................... 19

ARTICLE V. DEADLINES FOR VOTING AND OBJECTING .................................... 19

A. Final Hearing to Approve the Disclosure Statement and Plan ................. 20

B. Deadline for Voting to Accept or Reject the Plan ...................................... 20

C. Deadline for Objecting to the Adequacy of Disclosure 

and Confirmation of the Plan ...................................................................... 22

D. Sources of Information ................................................................................. 22

E. Disclaimer ...................................................................................................... 23

ARTICLE VI. SUMMARY OF THE PLAN AND DISTRIBUTION SCHEME ............. 24

A. SOURCES OF PLAN FUNDING................................................................ 24

1. The Plan Fund ............................................................................................... 24

2. Sources of Funding Plan Payments ............................................................. 25

B. CLASSIFICATION OF CLAIMS AND INTERESTS ............................. 26

1. Manner of Classification of Claims and Interests and Unclassified 

Claims............................................................................................................. 26

a. Administrative Expense Claims............................................................. 26

b. Administrative Bar Date ........................................................................ 27

c. Professional Fee Claims .......................................................................... 27

d. United States Trustee Fees ..................................................................... 28

2. Classified Claims ........................................................................................... 28

a. Class 1. Allowed Wage Claims. ............................................................. 28

b. Class 2. Allowed General Unsecured Claims ....................................... 28

c. Class 3. Equity Interests of the Directors ............................................. 29

d. Impaired Classes ..................................................................................... 29

ARTICLE VII. PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER 

THE PLAN .................................................................................................... 29

A. Ballots and Voting Deadline ......................................................................... 29

B. Claimholders Entitled to Vote ..................................................................... 29

C. Bar Date for Filing Proofs Claim ................................................................ 31

D. Definition of Impairment ............................................................................. 31

E. Disallowed Claims ......................................................................................... 32

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F. Acceptance by Class of Claimholders ......................................................... 32

G. Cramdown ..................................................................................................... 32

H. Classes Impaired Under the Plan ................................................................ 33

I. Vote Required for Class Acceptance ........................................................... 33

1. Transmission of Ballots to Claimholders .................................................... 34

2. Ballot Tabulation Procedures ...................................................................... 34

ARTICLE VIII. CONFIRMATION OF PLAN ..................................................................... 37

A. Solicitation of Acceptances ........................................................................... 37

B. Requirements for Confirmation of the Plan ............................................... 38

C. Acceptances Necessary to Confirm the Plan .............................................. 40

D. Cramdown ..................................................................................................... 40

E. Execution of Ballots by Representatives ..................................................... 42

F. Waivers of Defects and Other Irregularities Regarding Ballots .............. 43

G. Withdrawal of Ballots and Revocation ....................................................... 43

ARTICLE IX. EFFECTS OF CONFIRMATION OF PLAN AND DISCHARGE ......... 45

A. Discharge of Debt. ......................................................................................... 45

B. Releases .......................................................................................................... 45

C. Injunction....................................................................................................... 45

D. Rejection and Assumption of Certain Executory Contracts and 

Unexpired Leases. 45

E. Management of Reorganized Debtor .......................................................... 53

ARTICLE X. POSSIBLE CAUSES OF ACTION AFTER CONFIRMATION ............ 53

ARTICLE XI. TAX IMPLICATIONS OF THE PLAN ..................................................... 54

ARTICLE XII. LIQUIDATION ANALYSIS........................................................................ 55

ARTICLE XIII. MISCELLANEOUS ..................................................................................... 56

A. Modification................................................................................................... 56

B. Confirmation Order Controls ...................................................................... 57

C. Effectuating Documents and Further Transactions .................................. 57

D. Substantial Consummation of the Plan ...................................................... 57

E. Terms of the Plan are Binding ..................................................................... 58

F. Taxes............................................................................................................... 58

ARTICLE XIV. RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT 58

ARTICLE XV. RECOMMENDATION OF CONFIRMATION ........................................ 60

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LIST OF EXHIBITS

Exhibit “A” –Chapter 11 Plan 

Exhibit “B” - Claims Register 

Exhibit “C” - Debtor’s Schedule B 

Exhibit “D” - Debtor’s July 2020 Monthly Operating Report 

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ARTICLE I.

DEFINITIONS 

Except as otherwise provided in this Plan, all terms used herein shall have the meanings 

ascribed to such terms under the Bankruptcy Code, as amended, the Bankruptcy Rules, and the 

Local Bankruptcy Rules for the Southern District of Florida (the “Local Rules”). For purposes 

of this Plan, except as expressly otherwise provided or unless the context otherwise requires, 

all capitalized terms not otherwise defined shall have the meanings assigned to them in this 

Section of the Plan. The capitalized terms set forth below when used in this Disclosure 

Statement and Plan of Reorganization shall have the following meanings: 

1.1. “Administrative Claim” shall mean a Claim for payment of costs or expenses 

of administration specified in Sections 503(b) and 507(a)(1) of the Bankruptcy Code, incurred 

after the Petition Date through the Confirmation Date, including without limitation: (i) the 

actual, necessary costs and expenses of preserving the Debtor’s Estate incurred after the 

Petition Date; (ii) compensation for legal, accounting and other services and reimbursement of 

expenses awarded pursuant to Sections 330(a) or 331 of the Bankruptcy Code; and, (iii) all fees 

and charges assessed against the Debtor’s Estate pursuant to Section 1930 of Title 28 of the 

United States Code. 

1.2. “Administrative Claims Bar Date” shall mean the date which occurs thirty 

(30) days from the Confirmation Date as the last date to request payment of Administrative 

Claims, other than with respect to Professional Claims. 

1.3. “Administrative Expenses” shall mean any Claim for payment of costs or 

expenses of administration specified in Sections 503(b) and 507(a)(1) of the Bankruptcy Code, 

incurred after the Petition Date through the Confirmation Date, including without limitation: (i) 

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the actual, necessary costs and expenses of preserving the Debtor’s Estate incurred after the 

Petition Date; (ii) Professional Claims; and (iii) all fees and charges assessed against the 

Debtor’s Estate pursuant to Section 1930 of Title 28 of the United States Code. 

1.4. “Adversary Proceeding” shall mean the adversary proceeding commenced on 

June 2, 2020, by the Debtor upon the filing of a three count complaint against the Florida 

Agency for Health Care Administration wherein the Debtor requested turnover of $831,128.28 

of uncontested receivables as property of the Estate. 

1.5. “AHCA” shall mean the State of Florida’s Agency for Healthcare 

Administration. 

1.6. “Allow,” “Allowed,” “Allowance” or words of similar meaning shall mean 

with respect to a Claim against the Debtor’s Estate: (i) that no objection has been interposed 

within the applicable period of limitation fixed by this Plan or by the Bankruptcy Court and 

that such period of limitation has expired; or (ii) that the Claim has been allowed for purposes 

of payment by an order of the Bankruptcy Court that is no longer subject to appeal or certiorari 

and as to which no appeal or certiorari is pending. 

1.7. “Allowed Administrative Expense Claim” shall mean an Allowed Claim for 

which a Claimant asserts, and that is determined to be entitled to, priority under Sections 503 

and 507(a)(1) and (a)(2) of the Bankruptcy Code, other than Administrative Claims. 

1.8. “Allowed Claim” shall mean a Claim against the Debtor (i) allowed by a Final 

Order, (ii) Scheduled as liquidated, undisputed and non-contingent by the Debtor in their 

Schedules of Assets and Liabilities filed with the Bankruptcy Court, as they may be amended 

or supplemented) or (iii) timely filed with the Clerk of the Bankruptcy Court and to which no 

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objection has been made to the allowance thereof within a time fixed by the Bankruptcy Court 

and the Claim is not otherwise a Disputed Claim. 

1.9. “Allowed Unsecured Claim” shall mean an Allowed Claim which arose or 

which is deemed to have arisen prior to the filing of the Petition commencing these 

Proceedings and as to which the Claimant has not asserted, or as to whom it is determined by 

Final Order does not hold, a valid, perfected and enforceable lien, security interest or other 

interest in or encumbrance against property of the Debtor or a right of setoff to secure the 

payment of such Claim, but excluding unsecured Claims previously paid in the Proceedings 

pursuant to agreements approved by the Bankruptcy Court. 

1.10. “Assets” shall mean the aggregate assets, of any kind, of the Debtor and its 

Estate as more specifically defined in section 541 of the Bankruptcy Code.

1.11. “Avoidance Action” shall mean potentially avoidable transfers pursuant to 

11 U.S.C. §§ 544, 547, 548, and 549. 

1.12. “Ballot” shall mean the Ballot accompanying this Plan or Order Approving the 

Disclosure Statement, upon which holders of Impaired Claims entitled to vote on this Plan 

shall indicate their acceptance or rejection of his Plan in accordance with the instructions 

regarding voting. 

1.13. “Bankruptcy Code” (the “Code”) shall mean Title 11 of the United States 

Code, which governs the Chapter 11 Case of the Debtor. 

1.14. “Bankruptcy Court” (the “Court”) shall mean the United States Bankruptcy 

Court for the Southern District of Florida, Miami Division, or any other court exercising 

competent jurisdiction over the Chapter 11 Case or any proceeding arising in or related to the 

Chapter 11 Case. 

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1.15. “Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure 

and the local rules of the Bankruptcy Court (including any applicable local rules of the United 

States District Court for the Southern District of Florida), as now in effect or hereafter 

amended. 

1.16. “Cause(s) of Action” shall mean any and all causes of action to recover funds 

for the benefit of the Estate. 

1.17. “Chapter 11 Case” or this “Case” shall mean the proceeding under Chapter 11 

of the Bankruptcy Code under case number 19-25286-BKC-RAM. 

1.18. “Claim” shall have the meaning provided for such term in Section 101(5) of the 

Bankruptcy Code. 

1.19. “Claimant,” “Claimholder” or “Creditor” shall mean the holder of a 

Disputed Claim or Allowed Claim, as the case may be. 

1.20. “Claimholder” shall mean a creditor of the Estate whose Claim is not a 

Disputed Claim and who is entitled to vote on the Plan. 

1.21. “Claims Bar Date” shall mean March 16, 2020, which is the date set by the 

Bankruptcy Court as the last day for filing a proof of Claim for all creditors except a 

governmental unit against the Debtor. 

1.22. “Class” shall mean a group of Claims or Interests consisting of Claims or 

Interests which are substantially similar to each other as classified pursuant to the Plan in 

accordance with Section 1122 of the Bankruptcy Code. 

1.23. “Confirmation” or “Confirmation Date” shall mean the date on which the 

Confirmation Order is entered on the Bankruptcy Court’s docket.

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1.24. “Confirmation Hearing” shall mean the hearing conducted by the Bankruptcy 

Court under Section 1128 of the Bankruptcy Code wherein the Bankruptcy Court shall 

consider confirmation of this Plan, in accordance with Section 1129 of the Bankruptcy Code, 

as the same may be continued from time to time. 

1.25. “Confirmation Order” shall mean the Final Order of the Bankruptcy Court 

confirming this Plan pursuant to Section 1129 of the Bankruptcy Code. 

1.26. “Court” shall mean the United States Bankruptcy Court Southern District of 

Florida, Miami Division. 

1.27. “Cramdown Provisions” shall mean in the event that any Impaired Class of 

Claimholders with Claims against the Debtor fail to accept the Plan in accordance with § 

1129(a) of the Bankruptcy Code, the Debtor will request the Bankruptcy Court to confirm the 

Plan in accordance with § 1129(b) of the Bankruptcy Code. 

1.28. “Creditor” shall mean any person or entity that is a holder of a Claim against 

the Debtor. 

1.29. “Debtor” shall mean CHILDREN FIRST CONSULTANTS, INC.. 

1.30. “Directors” shall mean (i) Sofia Aneas, LMHC, BCBA; (ii) Oxana 

Garkavchenko, LMHC, BCBA and (iii) Yudelkys San Juan Machin, BCBA each owning a 

33.3% equity interest in the Debtor. 

1.31. “Disclosure Statement” shall mean the Disclosure Statement for the Plan of 

Reorganization proposed by Debtor pursuant to Section 1125 of the Bankruptcy Code, as such 

Disclosure Statement may be amended, modified or supplemented from time to time (and all 

exhibits and schedules attached thereto or referred to therein). 

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1.32. “Disputed Claim” shall mean: (i) a liability scheduled on the Schedules or the 

Amended Schedules as disputed, contingent or unliquidated; or, (ii) a timely filed proof of 

Claim against which an objection is pending, or is filed within the deadline provided in this 

Plan and which Claim has not been Allowed by order of the Bankruptcy Court. 

1.33. “Disputed Creditors” shall refer to those Creditors with disputed Claims that 

have been so designated on Schedule F. 

1.34. “Earn Out From Operations” shall mean the net disposable income of the 

Debtor for the full fiscal year following them first distribution under the Plan after payment of 

all ordinary course of business expenses and the establishment of a reserve for three months of 

operations. 

1.35. “Effective Date” shall mean the date on which distributions to Creditors shall 

commence after the entry of the Confirmation Order. The Effective Date in this case shall take 

place thirty (30) days after the entry of the Confirmation Order. 

1.36. “Estate” shall mean the estate created by Section 541 of the Bankruptcy Code 

upon the Debtor’s filing of the Petition with the Bankruptcy Court in this Proceeding. 

1.37. “Equity Interest” shall mean a share of stock, warrant or right, other than a 

right to convert, to purchase, sell, or subscribe to a share, security, or interest in the Debtor, as 

more specifically defined in Section 101(16) of the Bankruptcy Code. 

1.38. “Executory Contracts” shall mean all contracts, oral or written, to which the 

Debtor is a party and which are executory within the meaning of Section 365 of the 

Bankruptcy Code. 

1.39. “Final Order” shall mean an order or judgment of the Bankruptcy Court that is

appealable of right to the United States District Court for the Southern District of Florida 

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pursuant to Section 158(a) of Title 28, United States Code, whether or not an appeal can be 

timely taken, is taken, or is pending, unless the order is stayed pending appeal, and whether or 

not a timely motion is filed under Bankruptcy Rules 7052(b) or 9023. 

1.40. “General Unsecured Claim” shall mean any Claim against the Estate of the 

Debtor other than an Administrative Claim, an Administrative Tax Claim, a Secured Claim, a 

Priority Claim, or a Priority Tax Claim. 

1.41. “Governmental Unit” shall have the meaning set forth in Section 101(27) of 

the Bankruptcy Code. 

1.42. “Holder” shall mean a creditor of the Estate whose Claim is not a Disputed 

Claim and who is entitled to vote on the Plan. 

1.43. “Impaired” shall mean that the Holder of such Allowed Claim will not receive 

a one hundred (100%) percent distribution on account of such Claim. 

1.44. “Insiders” shall have the meaning given such term in Section 101(31)(B) of the 

Bankruptcy Code: (i) a director of the debtor; (ii) an officer of the debtor; (iii) a aperson in 

control of the debtor; (iv) a partnership in which the debtor is a general partner; (v) a general 

partner of the debtor; or (vi) a relative of a general partner, director, officer, or person in 

control of the debtor. 

1.45. “Litigation Proceeds” shall mean the expected proceeds of the litigation to 

recover accounts receivable which are expected to arrive in two segments; first from the 

payment of Claims by AHCA and second, from Wellcare. 

1.46. “Local Rules” ” shall mean the Local Bankruptcy Rules for the Southern 

District of Florida. 

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1.47. “Monthly Operating Reports” ” shall mean the small business debtor monthly 

operating reports filed by the Debtor in the Chapter 11 Case. 

1.48. “Petition Date” shall mean the date that the voluntary petition was filed in this 

Case, which date was November 13, 2019. 

1.49. “Plan” shall mean Debtor’s Plan of Reorganization in its entirety, together with 

all addenda, exhibits, schedules and other attachments thereto, in its present form or as it may 

be modified, amended or supplemented from time to time. 

1.50. “Plan Fund” shall mean such sums available for payment of Allowed Claims 

under the Plan. 

1.51. “Plan Payment” shall mean disbursements contemplated in the Plan. 

1.52. “Priority Cap” shall mean the maximum priority wage amount described in 

Section 507(4) of $13,650.00. 

1.53. “Priority Claim” shall mean a Claim entitled to priority under Section 

507(a)(9) of the Bankruptcy Code. 

1.54. “Professional” shall mean a person or entity (a) employed in the Chapter 11 

Case pursuant to a Final Order in accordance with Section 327, 328, or 1103 or otherwise of 

the Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, 

pursuant to Sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code or (b) for which 

compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to 

Section 503(b)(4) of the Bankruptcy Code. 

1.55. “Professional Claim” shall mean the Claim of any legal counsel, accountant, 

consultant, financial advisor, or other Professional entitled to such Claim pursuant to Sections 

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327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for services rendered before the 

Effective Date. 

1.56. “Proponent” shall mean the Debtor. 

1.57. “Reorganized Debtor” shall mean the Debtor in its restructured and 

reorganized form as of the entry of the Confirmation Order. 

1.58. “Scheduled” shall mean as set forth in the Debtor’s Schedules of Assets and

Liabilities. 

1.59. “Schedules” or “Amended Schedules” or “Schedules of Assets and 

Liabilities” or “Statement of Financial Affairs” shall mean the Schedules and any Amended 

Schedules filed or which may be filed by the Debtor in this Chapter 11 Case. 

1.60. “Solicitation Procedures Order” ” shall mean the order which sets forth the 

solicitation procedures in this Chapter 11. 

1.61. “United States Trustee” shall mean the Assistant United States Trustee for the 

Southern District of Florida. 

1.62. “United States Trustee Fees” shall mean the quarterly fee payments due under 

28 U.S.C. § 1930(a)(6), to be paid to the United States Trustee System Fund at Treasury in 

each case under chapter 11 (except small business cases under Subchapter V of chapter 11) for 

each calendar quarter, or portion thereof, between the date a bankruptcy petition is filed and the 

date the court enters a final decree closing the case, dismisses the case, or converts the case to 

another chapter in bankruptcy. 

1.63. “Voting Deadline” shall mean ________, 2020 5:00 p.m. Eastern Daylight 

Time. 

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1.64. “Uncontested Receivable” shall mean $831,128.28 of uncontested receivables 

owed by AHCA, which are the subject of the Adversary Proceeding. 

1.65. “WellCare” shall mean Wellcare Health Plans, Inc. 

1.66. “Undefined Terms” shall mean that a term used but not defined herein shall 

have the meaning given to it by the Bankruptcy Code or the Bankruptcy Rules, if used therein. 

ARTICLE II.

INTRODUCTION 

 This is the disclosure statement (the “Disclosure Statement”), which describes the plan 

of reorganization (the “Plan”) in the small business Chapter 11 case of CHILDREN FIRST 

CONSULTANTS, INC. (the “Debtor” or “Children First”). This Disclosure Statement and 

the Plan are propounded pursuant to sections 1125 and 1129 of title 11 of the United States 

Code (the “Bankruptcy Code”), and submitted to all known Creditors and holders of Claims 

and Interests against Debtor for the purpose of disclosing the information that is material and 

necessary for Claimants to make an informed decision in exercising their right to vote on and 

understand the distribution scheme and proposed reorganization of the Debtor pursuant to the 

Plan. A copy of the Plan is attached as “Exhibit A” to this Disclosure Statement. 

Reorganization pursuant to Chapter 11 of the Bankruptcy Code depends upon the receipt of a 

sufficient number of votes in favor of reorganization. Your vote, therefore, is important. Your 

rights may be affected by the treatment of your Claim or interest under the Plan. Therefore, 

you should read this Disclosure Statement and the Plan carefully, and discuss it with your 

attorney. If you do not have an attorney, you may wish to consult one.

 You are urged to study the Plan in full and to consult with your counsel about the Plan 

and its effect, including possible tax consequences, upon your legal rights. Please read this 

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Disclosure Statement carefully before voting on the Plan. CREDITORS CONCERNED 

WITH HOW THE PLAN MAY AFFECT THEIR TAX LIABILITY SHOULD CONSULT 

WITH THEIR OWN ACCOUNTANTS, ATTORNEYS, OR OTHER ADVISORS. 

 The financial information contained herein is not covered by a certified audit of 

independent public accountants. For this reason, the Debtor is unable to represent that the 

information contained in this Disclosure Statement is without inaccuracy, although every effort 

has been made to present the information fairly and accurately. Additional information can be 

found in the Debtor’s Statement of Financial Affairs, Schedules of Assets and Liabilities, and 

Monthly Operating Reports, all of which have been filed with the United States Bankruptcy 

Court for the Southern District of Florida. 

 Except as otherwise expressly indicated herein, the portions of this Disclosure 

Statement describing the Debtor, its business, and the Plan have been prepared from 

information furnished by Debtor’s management. This Disclosure Statement uses defined terms 

in capital letters. For the definitions of capitalized terms (not otherwise defined herein), see 

Article 1 in the Plan. 

The proposed distributions under the Plan are discussed at Article V of this Disclosure 

Statement. Class 1 Allowed Wage Claims are expected to receive a pro rata distribution in an 

amount of up to 100% of the Priority Cap (defined below). Allowed General Unsecured 

Claims, including Allowed Wage Claims above the Priority Cap, are classified in Class 2 and 

are expected to receive a distribution on account of their allowed Claims. 

A. Purpose of this Document 

This Disclosure Statement describes: 

1. A brief explanation of Chapter 11 and the confirmation process,

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2. The business of Debtor and significant events during the bankruptcy case, 

3. How the Plan proposes to treat Claims or equity interests of the type you hold 

(i.e., what you will receive on your Claim or equity interests if the Plan is 

confirmed), 

4. Who can vote on or object to the Plan, 

5. What factors the Bankruptcy Court (the “Court”) will consider when deciding 

whether to confirm the Plan, 

6. Why the Debtor believes the Plan is feasible, and how the treatment of your 

Claim or equity interest under the Plan compares to what you would receive on 

your Claim or equity interest in liquidation, and 

7. The effect of confirmation on the Plan. 

ARTICLE III.

OVERVIEW OF CHAPTER 11 

A. Brief Explanation of Chapter 11 

 Chapter 11 is the principal reorganization chapter of the Bankruptcy Code. Pursuant to 

Chapter 11, a Debtor is authorized to reorganize or liquidate its business for its benefit and for 

the benefit of Creditors and Interest-holders. Upon the filing of a petition under Chapter 11 

actions by Creditors and Claimants attempting to collect on pre-petition Claims or to foreclose 

upon any of the Debtor’s property are automatically stayed during the pendency of the Chapter 

11 case. 

 In this case, the Debtor, a small business, has continued in possession of its property. 

Accordingly, pursuant to Section 1107(a) of the Bankruptcy Code, the Debtor is vested with 

substantially the same powers as a trustee under the Bankruptcy Code. 

B. Voting on the Plan

 Formulation of a plan of reorganization is the principal purpose of a Chapter 11 

reorganization proceeding. However, liquidation of a Debtor’s assets is also permitted under 

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Chapter 11. The Plan is the vehicle through which Claims of the Debtor’s Creditors are 

satisfied. Each Creditor entitled to vote on the Plan may cast its vote for or against the Plan by 

completing, dating, and signing the Ballot Form, which shall accompany the Plan. The 

Bankruptcy Court will, by separate Order, order that Ballots and Objections to Confirmation of 

the Plan, must be received at the offices of Debtor’s counsel, Nicole Grimal Helmstetter, Esq., 

Agentis PLLC, 55 Alhambra Plaza, Suite 800, Coral Gables, Florida 33134 and the Office of 

the United States Trustee, 51 SW 1st Avenue, Room 1204, Miami, Florida 33130, no later than 

5:00 p.m. on the date set forth in the Ballot and Order that shall accompany this Disclosure 

Statement or be provided by separate mailing. 

 This Disclosure Statement is intended to assist Creditors in evaluating the Plan and in 

determining whether to accept the Plan. UNDER THE BANKRUPTCY CODE, YOUR 

VOTE FOR ACCEPTANCE OR REJECTION MAY NOT BE SOLICITED UNLESS 

YOU RECEIVE A COPY OF THIS DISCLOSURE STATEMENT PRIOR TO OR 

CONTEMPORANEOUS WITH SUCH SOLICITATION. THE SOLICITATION OF 

VOTES ON THE PLAN IS GOVERNED BY THE PROVISIONS OF SECTION 1125(b) 

OF THE BANKRUPTCY CODE, THE VIOLATION OF WHICH MAY RESULT IN 

SANCTIONS BY THE COURT, INCLUDING DISALLOWANCE OF THE 

SOLICITED VOTE, AND LOSS OF THE “SAFE HARBOR” PROVISIONS OF 

SECTION 1125(e) OF THE BANKRUPTCY CODE.

 Only the votes of Creditors in the Classes that are Impaired by the Plan will be counted 

to determine if the Plan is accepted by Creditors. In this case, only Classes 1 and 2, are 

Impaired and entitled to vote. Therefore, only Classes 1 and 2 will have their votes counted. 

Votes on the Plan will only be counted for those Claims for which a proof of Claim was filed 

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before the Claims Bar Date, if any, providing such Claim has not been disallowed, objected to, 

or suspended prior to the computation of the vote. The Ballot Form does not constitute a 

proof of Claim. 

C. The Confirmation Hearing 

 The Bankruptcy Court will schedule a hearing on the Confirmation of the Plan to 

determine if the Plan has been accepted by the requisite number of Creditors and whether the 

other requirements necessary to Confirmation have been satisfied. The date on which the 

Confirmation Hearing will be conducted will be set forth in the Bankruptcy Court’s Order 

setting the hearing on Confirmation of the Plan, which will be provided either with the Plan or 

in a separate mailing. 

D. Confirmation

 At the Confirmation Hearing, the Bankruptcy Court will determine, among other 

things, whether the Plan has been accepted by each Impaired Class of Creditors. Under Section 

1126 of the Bankruptcy Code, an Impaired Class is deemed to have accepted the Plan if at least 

two-thirds (2/3) in amount and more than one-half (1/2) in number of Allowed Claims in such 

Class voting to accept or reject the Plan have voted in favor of acceptance. 

 There are two methods by which the Plan can be confirmed: (i) the “acceptance” 

method in which all Impaired Classes have voted to accept the Plan as described above; and 

(ii) the “cram-down” method, in which the Plan is not accepted by one or more of the Impaired 

Classes, provided the Bankruptcy Court finds that the Plan does not discriminate unfairly and 

is fair and equitable to such Class or Classes. For a Plan to be confirmed under the “nonacceptance” method, it must be accepted by at least one Class of Claims or Interests that is 

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Impaired by the Plan. The Debtor may choose to rely upon the “non-acceptance” method to 

seek Confirmation of the Plan, if it is not accepted by all Impaired Classes of Creditors. 

 Section 1129(b) of the Bankruptcy Code provides that the Bankruptcy Court may 

confirm the Plan notwithstanding its rejection by one or more Impaired Class if the Bankruptcy 

Court finds that the Plan is fair and equitable with respect to each Impaired Class that does not 

accept the Plan. With respect to Classes of Secured Creditors, the fair and equitable test 

requires that a Secured Creditor (i) retain its lien or liens and receive cash payments having a 

present value equal to its Allowed Secured Claim; (ii) receive the proceeds from the sale of its 

collateral, or (iii) realize the indubitable equivalent of its Claim. With respect to a Class of 

Unsecured Claims, the fair and equitable test requires that if each Claimant in such Class does 

not receive property having a present value equal to the amount of such Claimant’s Allowed 

Claim, no junior class can receive any property on account of such junior Claim or Interest. If 

the Bankruptcy Court orders Confirmation of the Plan, then pursuant to Section 1141(d) of the 

Bankruptcy Code, the Debtor is discharged from all pre-Confirmation debts except as is 

provided in the Plan. Confirmation makes the Plan binding on the Debtor, all Creditors, 

Interest Holders, and other parties in interest regardless of whether they voted to accept or 

reject the Plan. 

ARTICLE IV.

THE DEBTOR’S BUSINESS AND THE BANKRUPTCY CASE 

A. The Business of Children’s First 

Children First Consultants, Inc. is a corporation formed under the laws of the State of 

Florida in March 2017. The Debtor provides behavioral analysis services to children with 

developmental disabilities, including but not limited to; autism, down syndrome, attention 

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deficit hyperactivity disorder (ADHD), depression, anxiety and other conduct and behavioral 

issues. The Debtor engages licensed therapists on a contract basis to manage its clients’ care. 

The vast majority of Children First’s clientele consists of Medicaid recipients. Children First is 

owned and operated by three Directors; (i) Sofia Aneas, LMHC, BCBA; (ii) Oxana 

Garkavchenko, LMHC, BCBA and (iii) Yudelkys San Juan Machin, BCBA, each owning a 

33.3% equity interest. Sofia Aneas is a Director and the president of the Debtor. Other than the 

three Directors, there are currently no other employees. 

B. Business Factors Necessitating the Bankruptcy Case 

Despite having been subjected to three prior audits with no adverse findings or 

recommendations, Children First was placed on a prepayment review audit from May through 

August 2019 by the Agency for Healthcare Administration (“AHCA”). Approximately 

$770,094.51 of the Debtor’s pending Medicaid claims were subsequently denied for reasons 

inconsistent with AHCA’s own rules and guidelines. At AHCA’s direction, the Debtor 

continued operations while on pre-payment review and submitted new claims to Medicaid for a 

period of four months. A total of $831,128.28 in claims remain outstanding, billed from May 

2019 through September 2019 (the “Uncontested Receivable”). The Debtor has not received a 

response from AHCA as to when payment on the Uncontested Receivable would be made. On 

September 12, 2019, AHCA advised the Debtor that it had terminated the prepayment review 

of the denied claims and was imposing a Medicaid payment suspension. AHCA also ordered 

the Debtor to wind down its business by November 15, 2019 and canceled its Medicaid 

provider number. Subsequently, the Debtor was advised by WellCare Health Plans, Inc. 

(“Wellcare”), that in light of its payment suspension with AHCA, the Debtor was no longer 

eligible to work with Wellcare either. Wellcare owes the Debtor $22,259.00 in unpaid claims. 

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As of April 2019, the Directors did not collect payroll, giving raise to the Directors’ 

respective wage claims. The Directors additionally provided capital in the form of $36,836.001

giving rise to the shareholder loans. The Debtor was unable to pay its contracted therapists 

without collecting on these past due Medicaid receivables. Without therapists and Medicaid, 

the Debtor was hindered from continuing its treatment of children with disabilities. This 

Chapter 11 case was commenced on the Petition Date. 

Thereafter, on June 2, 2020, the Debtor commenced a three count Adversary 

Proceeding2

 against the Florida Agency for Health Care Administration wherein the Debtor 

requested turnover of the Uncontested Receivable as property of the Estate. 

On July 6, 2020, AHCA filed a Motion to Dismiss Adversary Complaint [ECF# 7 in the 

Adversary Proceeding], which was granted on August 26, 2020 [ECF# 16 in the Adversary 

Proceeding], in light of the Court’s finding of lack of subject matter jurisdiction. Accordingly, 

the Debtor will be pursuing its remedies to recover the Uncontested Receivable in State Court. 

C. Prepetition Priority and Unsecured Claims

 According to the Claims Register and the Debtor’s bankruptcy schedules, One Million 

Six Twenty-Eight Thousand Five Hundred Eighty-Seven Dollars and 81/100 ($1,628,587.81) 

in general unsecured Claims have been filed or asserted in the Case. The Debtor anticipates 

that approximately $922,151.10 in unsecured (non-affiliate) Claims will be allowed in this 

case, after resolution of Claims objections. A copy of the Claims Register is attached hereto as 

“Exhibit B”. In addition, the Debtor scheduled numerous Claimholders in its Schedules. To 

the extent that a creditor filed a proof of Claim that was also scheduled by the Debtor, the filed 

 

1

 Each Director contributed $12,278.66. 

2

 The complaint included a count for (i) turnover; (ii) breach of contract; (ii) unjust enrichment; and (iv) 

declaratory judgment. 

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proof of Claim would supersede the scheduled Claim, subject to alternative resolutions 

obtained in the Claims objection process. The Debtor does not waive any objections to or 

concedes that any of these Claims are or will be allowed. The Debtor has filed one Claim 

objection to date, disputing the amount of the Claim asserted. The Debtor’s Plan will be 

funded in large part by the expected proceeds of the litigation with AHCA (the “Litigation 

Proceeds”). The anticipated payout of Litigation Proceeds is expected to be sufficient to 

satisfy Administrative Expenses, Allowed Wage Claims, establish a working capital reserve 

and fund a small portion of the Class 2 General Unsecured Claims. This should not be 

construed by any creditor to mean that its Claim will be allowed or that it will actually receive 

any certain percentage or distribution on its Claim. 

D. Significant Events in the Bankruptcy Including First Day Motions 

 As of the Petition Date, Debtor, through its counsel, filed the following motions: 

1. Debtor’s Emergency Application for Approval, on an Interim and Final 

Basis, of Employment of Jacqueline Calderin, Esq. and the law firm of 

Agentis PLLC as General Bankruptcy Counsel for the Debtor in 

Possession, Nunc Pro Tunc to Petition Date [ECF #9]; 

2. Debtor’s Emergency Motion for Entry of an Order Authorizing the

Debtor’s Continued Use of Cash Management System and Existing 

Bank Accounts [ECF# 12]; 

3. Debtor’s Emergency Motion for Entry of an Order Authorizing the

Debtor to Pay Critical Vendor Claims in the Ordinary Course of 

Business [ECF# 15]; 

4. Debtor’s Motion for an Order Determining that (I) It is not a “Health 

Care Business” and, in the Alternative, if it is found to be a “Health Care 

Business” (II) the Appointment of an Ombudsman is Unnecessary 

[ECF# 32]; 

5. Debtor’s Application for Employment of Christopher M. David, Esq. 

and Fuerst Ittleman David & Joseph as Special Litigation Counsel to 

Represent the Debtor and Setting Final Hearing Pursuant to 11 U.S.C. § 

327(e) and Local Rule 9013-1(C) and F.R.B.P. 6003 [ECF# 46]; 

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6. Debtor’s Motion for Authorization to Make Payment of an 

Administrative Expense to Gasher & Associates, P.A. for 2019 Tax 

Preparation Services Nunc Pro Tunc to February 13, 2020 [ECF# 48]; 

7. Debtor-In-Possession’s Expedited Motion to Extend Exclusive Period 

for Filing a Plan of Reorganization and Soliciting Acceptances Thereof 

[ECF# 56]; and 

8. Debtor’s Objection to Claim of Magali Martinez Ramirez / Blanca 

Therapy Services, Corp (Claim No.: 2-1) [ECF# 69].

E. Claims

1. Bar Date for Filing Proofs of Claims and Administrative Expenses. 

The general Claims Bar Date in this case was on March 16, 2020. 

2. Claims Objections Generally. There are some Creditors that the 

Debtor scheduled as disputed, contingent, or unliquidated. These Creditors have been so 

designated on Schedule F (the “Disputed Creditors”). To the extent that any of these 

Disputed Creditors filed a proof of Claim, the Debtor may object to these Claims. In addition, 

in the event that proofs of Claim that may have been filed, but not scheduled, to which the 

Debtor may file an objection. On September 8, 2020, the Debtor filed the Debtor’s Objection 

to Claim of Magali Martinez Ramirez / Blanca Therapy Services, Corp (Claim No.: 2-1) 

[ECF# 69] objecting to Claim of Magali Martinez Ramirez / Blanca Therapy Services, Corp 

(Claim No.: 2-1). Only creditors with allowed Claims are entitled to vote on the Plan. 

ARTICLE V.

DEADLINES FOR VOTING AND OBJECTING 

 The Court has not yet confirmed the Plan described in this Disclosure Statement. This 

section describes the procedures pursuant to which the Plan will or will not be confirmed. 

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A. Final Hearing to Approve the Disclosure Statement and Plan 

The hearing to finally approve this Disclosure Statement and confirm the Plan will be 

held at date to be set by the Court at the United States Bankruptcy Court, C. Clyde Atkins U.S. 

Courthouse, 301 North Miami Avenue, Courtroom 4, and Miami, Florida 33128, if the Court 

has not re-opened, the hearing will take place only by video conference conducted using the 

services of Zoom Video Communications, Inc. Zoom will provide a password-protected link 

for the appropriate Zoom video conference to those who register to participate. If the Plan is 

rejected by one or more Impaired Classes of Claims and at least one Class accepts, the 

Bankruptcy Court may still confirm the Plan, or modifications thereof, under Bankruptcy Code 

Section 1129(b) (commonly referred to as a “cram down”) if it determines, among other things, 

that the Plan does not discriminate unfairly and is fair and equitable with respect to the 

rejecting Class or Classes of Claims Impaired under the Plan. The procedures and 

requirements for voting on the Plan are described in more detail below. 

B. Deadline for Voting to Accept or Reject the Plan 

 If you are entitled to vote to accept or reject the Plan, vote on the enclosed Ballot and 

return the Ballot in the enclosed envelope to: 

Clerk’s Office - Miami Division 

C. Clyde Atkins United States Courthouse 

T. 305.714.1800 

301 North Miami Avenue, Room 150 

Miami, FL 33128 

With a copy to: 

 

Nicole Grimal Helmstetter, Esq. 

Counsel to the Debtor 

Agentis PLLC 

55 Alhambra Plaza, Suite 800 

Coral Gables, Florida 33134 

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Your Ballot must be received by __________, 2020 or it will not be counted. 

Each Creditor entitled to vote on either Plan may cast its vote for or against that Plan by 

completing, dating, and signing the Ballot Form (the “Ballot”), which shall accompany the 

Plan. The Bankruptcy Court will, by separate Order, order that Ballots and objections to 

Confirmation of the Plan, be received at the offices of Debtor’s counsel, Nicole Grimal 

Helmstetter, Esq., Agentis PLLC, 55 Alhambra Plaza, Suite 800, Coral Gables, Florida 33134 

and the Office of the United States Trustee, Region 21, 51 SW First Avenue, Room 1204, 

Miami, Florida 33130, no later than 5:00 p.m. on the date set forth in the Ballot and Order 

approving this Disclosure Statement or be provided by separate mailing. 

 This Disclosure Statement is intended to assist Creditors in evaluating the Plan and in 

determining whether to accept the Plan. UNDER THE BANKRUPTCY CODE, YOUR 

VOTE FOR ACCEPTANCE OR REJECTION MAY NOT BE SOLICITED UNLESS 

YOU RECEIVE A COPY OF THIS DISCLOSURE STATEMENT PRIOR TO OR 

CONTEMPORANEOUS WITH SUCH SOLICITATION. THE SOLICITATION OF 

VOTES ON THE PLAN IS GOVERNED BY THE PROVISIONS OF SECTION 1125(b) 

OF THE BANKRUPTCY CODE, THE VIOLATION OF WHICH MAY RESULT IN 

SANCTIONS BY THE COURT, INCLUDING, BUT NOT LIMITED TO, 

DISALLOWANCE OF THE SOLICITED VOTE, AND LOSS OF THE “SAFE 

HARBOR” PROVISIONS OF SECTION 1125(e) OF THE BANKRUPTCY CODE.

 Only the votes of Creditors in the Classes that are Impaired by the relevant Plan will be 

counted to determine if that Plan is accepted by Creditors. Therefore, Classes 1 and 2 of 

Debtor’s Plan will have their votes counted. Votes on the Plan will only be counted for those 

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Claims for which a proof of Claim was filed before the applicable Claims Bar Date, if any, 

providing such Claim has not been disallowed or suspended prior to the computation of the 

vote. The Ballot Form does not constitute a proof of Claim. 

C. Deadline for Objecting to the Adequacy of Disclosure and Confirmation of 

the Plan 

 Objections to this Disclosure Statement or to the Confirmation of the Plan must be filed 

with the Court at the Clerk’s Office address provided above and served upon Debtor’s counsel, 

Nicole Grimal Helmstetter, Esq., and the Office of the United States Trustee, 51 SW 1st

Avenue, Room 1204, Miami, Florida 33130. 

D. Sources of Information

Except as otherwise expressly indicated, the portions of this Disclosure Statement 

describing the Debtor, its business, properties, and management have been prepared from 

information furnished by the Debtor. 

Certain of the materials contained in this Disclosure Statement are taken directly from 

other readily accessible documents or are digests of other documents. While the Debtor has 

made every effort to retain the meaning of such other documents or portions that have been 

summarized, the Debtor urges that any reliance on the contents of such other documents should 

depend on a thorough review of the documents themselves. In the event of a discrepancy 

between this Disclosure Statement and the actual terms of a document, the actual terms of the 

document shall govern, control, and apply. 

The statements contained in this Disclosure Statement are made as of the date hereof 

unless another time is specified, and neither the delivery of this Disclosure Statement nor any 

exchange of rights made in connection with it shall, under any circumstances, create an 

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implication that there has been no change in the facts set forth herein since the date of this 

Disclosure Statement. 

No statements concerning the Debtor, the value of its property, or the value of any 

benefit offered to the holder of a Claim or Interest under the Plan should be relied on other than 

as set forth in this Disclosure Statement. In arriving at a decision, parties should not rely on 

any representation or inducement made to secure their acceptance or rejection that is contrary 

to information contained in this Disclosure Statement, and any such additional representations 

or inducements should be immediately reported to counsel for the Debtor. If you want 

additional information about the Plan, you should contact Nicole Grimal Helmstetter, Esq., at 

T. 305.722.2002, or Agentis PLLC, 55 Alhambra Plaza, Suite 800, Coral Gables, Florida 

33134. 

E. Disclaimer

The Court has not yet approved this Disclosure Statement as containing 

adequate information to enable parties affected by the Plan to make an 

informed judgment about it terms. The Court has not yet determined 

whether the Plan meets the legal requirements for confirmation. 

THE APPROVAL BY THE BANKRUPTCY COURT OF THIS 

DISCLOSURE STATEMENT DOES NOT CONSTITUTE AN 

ENDORSEMENT BY THE BANKRUPTCY COURT OF THE PLAN OR 

A GUARANTEE OF THE ACCURACY OR COMPLETENESS OF THE 

INFORMATION CONTAINED HEREIN. THE MATERIAL 

CONTAINED IN THIS DISCLOSURE STATEMENT IS INTENDED 

SOLELY FOR THE USE OF CLAIMHOLDERS IN EVALUATING THE 

PLAN AND VOTING TO ACCEPT OR REJECT THE PLAN. 

ACCORDINGLY, YOU SHOULD NOT RELY ON IT FOR ANY 

PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON, OR 

WHETHER TO OBJECT TO, THE PLAN. THE LIQUIDATION OF 

THE DEBTOR PURSUANT TO THE PLAN IS SUBJECT TO 

NUMEROUS CONDITIONS AND VARIABLES, AND THERE CAN BE 

NO ABSOLUTE ASSURANCE THAT THE PLAN, AS 

CONTEMPLATED, WILL BE EFFECTUATED. 

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THE DEBTOR BELIEVES THAT THE PLAN AND THE PROPOSED 

TREATMENT OF CLAIMS IS IN THE BEST INTEREST OF 

CREDITORS, AND THEREFORE URGES YOU TO VOTE TO ACCEPT 

THE PLAN. 

THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR 

DISAPPROVED BY THE SECURITIES AND EXCHANGE 

COMMISSION (“SEC”), NOR HAS IT PASSED ON THE ACCURACY 

OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. ANY 

REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE 

PLAN SHOULD BE REVIEWED CAREFULLY. 

NEITHER THE FILING OF THE PLAN NOR ANY STATEMENT OR 

PROVISION CONTAINED IN THE PLAN OR IN THIS DISCLOSURE 

STATEMENT, NOR THE TAKING BY ANY PARTY IN INTEREST OF 

ANY ACTION WITH RESPECT TO THE PLAN, SHALL (I) BE OR BE 

DEEMED TO BE AN ADMISSION AGAINST INTEREST AND (ii) 

UNTIL THE EFFECTIVE DATE, BE OR BE DEEMED TO BE A 

WAIVER OF ANY RIGHTS ANY PARTY IN INTEREST MAY HAVE 

(a) AGAINST ANY OTHER PARTY IN INTEREST OR (b) IN ANY OF 

THE ASSETS OF ANY OTHER PARTY IN INTEREST, AND, UNTIL 

THE EFFECTIVE DATE, ALL SUCH RIGHTS ARE SPECIFICALLY 

RESERVED. IF THE PLAN IS NOT CONFIRMED OR FAILS TO 

BECOME EFFECTIVE, NEITHER THE PLAN NOR THE 

DISCLOSURE STATEMENT, NOR ANY STATEMENT CONTAINED 

IN THE PLAN OR IN THE DISCLOSURE STATEMENT, MAY BE 

USED OR RELIED ON IN ANY MANNER IN ANY SUIT, ACTION, 

PROCEEDING OR CONTROVERSY, WITHIN OR WITHOUT THE 

DEBTOR’S BANKRUPTCY CASE, INVOLVING THE DEBTOR, 

EXCEPT WITH RESPECT TO CONFIRMATION OF THE PLAN. 

ARTICLE VI.

SUMMARY OF THE PLAN AND DISTRIBUTION SCHEME 

A. SOURCES OF PLAN FUNDING

1. The Plan Fund. The Plan shall be funded from the following sources (the 

“Plan Fund”): (a) recoveries obtained from the Litigation Proceeds after payment of Allowed 

Administrative Claims and a set aside of a reserve for litigation costs in the event that the 

Reorganized Debtor elects to proceed with further litigation against AHCA or 

Wellcare, and (b) an “earn out” distribution from the Debtor’s operations, after the first full 

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fiscal year that follows the year in which the first distributions under the Plan are made (the 

“Earn Out From Operations”). The term “Earn Out From Operations” shall mean the net 

disposable income of the Debtor for the full fiscal year following them first distribution under 

the Plan after payment of all ordinary course of business expenses and the establishment of a 

reserve for three months of operations.

2. Sources of Funding Plan Payments. The Plan Fund shall be funded through 

the Debtor’s provision of services to clients enrolled in private insurance plans, including but 

not limited to; Cigna, Aetna, Florida Blue, Tricare and United Healthcare. The Litigation 

Proceeds are expected to arrive in two segments; first from the payment of claims by AHCA 

and second, from Wellcare. The anticipated payout of Litigation Proceeds from the litigation 

against AHCA is expected to be sufficient to satisfy Administrative Expenses, Allowed Wage 

Claims, establish a working capital reserve and fund a small portion of the Class 2 General 

Unsecured Claims. The second round of litigation with Wellcare is expected to provide an 

additional payment to Class 2 General Unsecured Claims. For illustrative purposes, if the 

Debtor recovers $1 million of Litigation Proceeds, approximately 50% of that amount shall be 

used to satisfy Administrative Claims.3

 The remaining $500,000.000 shall be used first to 

satisfy Class 1 Allowed Wage Claims up to the Priority Cap with the balance paid to Class 2 

General Unsecured Claims, after the establishment of a working capital reserve. The 

Reorganized Debtor, as reorganized, will retain and will be vested in all property of the Estate, 

excepting property which is to be disposed of as provided herein and executory contracts 

which are rejected pursuant to this Plan. Sofia Aneas will continue as President of the 

 

3

 Special Litigation Counsel, Christopher David, Esq’s employment was approved on a contingency fee basis in 

the amount of 35%. The law firm of Agentis, General Counsel for the Debtor, has not yet filed a fee application in 

this matter and has not received compensation for its services to date. 

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Reorganized Debtor. The retained Estate property shall be used by the Debtor in the ordinary 

course of its business, which will continue to be the operation of the corporation providing 

behavioral analysis services to children with developmental disabilities, including but not 

limited to; autism, down syndrome, attention deficit hyperactivity disorder (ADHD), 

depression, anxiety and other conduct and behavioral issues in its present form, or as may be 

expanded or modified in the business judgment of the Reorganized Debtor. 

B. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

1. Manner of Classification of Claims and Interests and Unclassified 

Claims. As required by the Bankruptcy Code, the Plan classifies Claims and Equity Security 

Interests in various Classes according to their right to priority of payments as provided in the 

Bankruptcy Code. The Plan states whether each Class of Claims or Equity Security Interests is 

Impaired or Unimpaired. The Plan provides the treatment of each Class will receive under the 

Plan. In accordance with the requirements of the Bankruptcy Code, Allowed Administrative 

Expense Claims are not classified. The Allowed Claims against the Debtor’s Estate are set 

forth and classified as follows: 

a. Administrative Expense Claims: Each holder of an 

Administrative Expense Claim allowed under § 503 of the Code will be paid upon receipt of 

the potential Litigation Proceeds arising out of the Debtor’s demand for payment of accounts 

receivable asserted against the Agency for Healthcare Administration of Florida (“AHCA”) 

and Wellcare. Should the Reorganized Debtor chose to proceed to a second round of litigation 

against AHCA and/or Wellcare, a sufficient amount of the Litigation Proceeds, to be 

determined at that time, shall be set aside to fund actual projected litigation expenses. All 

Administrative Claims incurred in the ordinary course of the Debtor’s business, including 

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without limitation, employee wages, utilities, and taxes, shall be paid by the Debtor or 

Reorganized Debtor in the ordinary course of business pursuant to customary terms and due 

dates. 

b. Administrative Bar Date: The deadline for filing for filing a 

motion for allowance of an Administrative Claim is ____________, 2020 (the 

“Administrative Claims Bar Date”). All requests for allowance and payment of 

administrative expense claims (other than Professional Fee Claims or post-petition Claims 

incurred in the ordinary course of business which are current) must be filed by the 

Administrative Claims Bar Date. Any such Administrative Claim that is not filed within this 

deadline shall be forever barred and any holders of Administrative Claims who are required to 

file a request for payment of such Claims and who do not file such request by the 

Administrative Claims Deadline shall be forever barred from asserting such Claims against the 

Debtor, the Reorganized Debtor or any of it property. 

c. Professional Fee Claims: The Bankruptcy Court must approve 

all requests for the payment of professional compensation and expenses to the extent incurred 

on or before the Confirmation Date. Each Professional requesting compensation or 

reimbursement of expenses in the Proceedings pursuant to Sections 327, 328, 330, 331, 503(b), 

or 1103 of the Bankruptcy Code shall file an application for allowance of final compensation 

prior to the expiration of the deadline set by the Court. Nothing herein shall prohibit each 

Professional from requesting interim compensation during the course of these cases pending 

Confirmation of the Plan. All fees, costs, and disbursements of Professionals shall be the 

subject matter of applications to the Court for allowance or award in the manner prescribed by 

the Code. Professional Fee Claims will be paid upon receipt of the Litigation Proceeds. 

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Special Litigation Counsel, Christopher David, Esq’s employment was approved on a 

contingency fee basis in the amount of 35%. Agentis, General Counsel for the Debtor, has not 

yet filed a fee application in this matter and has not received any compensation for its services 

to date. Agentis holds an unapplied prepetition retainer in the amount of $10,349.99. Agentis’ 

fees to date are approximately $70,000.00, which will be paid from the Litigation Proceeds 

when approved by Order of the Bankruptcy Court. 

d. United States Trustee Fees. All fees required to be paid by 

28 U.S.C. §1930(a) (6) (“U.S. Trustee Fees”) will accrue and be timely paid until the case is 

closed, dismissed, or converted to another chapter of the Code. Any U.S. Trustee Fees owed 

on or before the Effective Date of this Plan will be paid on the Effective Date. 

2. Classified Claims 

a. Class 1. Allowed Wage Claims. In light of their material and 

substantial contribution to the Debtor’s business operations and going concern value, the 

Debtor shall treat the Claims of its independent contractors as priority Claims commensurate 

with the wage Claims of the Debtor’s W-2 employees. The Debtor believes that all 

independent contractor claims’ comply with the provisions of 507(a)(4)(B). Accordingly, 

pursuant to Section 507(a)(4), the Allowed Wage Claims shall receive a pro rata distribution in 

an amount of up to 100% of $13,650.00 (the “Priority Cap”). Any holders of Allowed Wage 

Claims whose total allowed Claim exceeds the Priority Cap shall participate in distributions to 

Class 2 Allowed General Unsecured Claims. This class is Impaired and Claimants other 

than Insiders are entitled to vote under the Plan. 

b. Class 2. Allowed General Unsecured Claims. After payment of 

allowed Administrative Expense Claims and Class 1 Allowed Wage Claims, Allowed General 

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Unsecured Claims (including Allowed Wage Claims above the Priority Cap) shall receive a pro 

rata distribution from the balance of the Plan Fund. Class 2 is Impaired and Claimants other 

than Insiders are entitled to vote. 

c. Class 3. Equity Interests of the Directors. Class 3 consists of 

the Equity in the Debtor which are owned by the Directors and retained under the Plan. Class 3 

is not Impaired and is not entitled to vote. 

d. Impaired Classes. The following classes are Impaired and 

entitled to vote on the Plan: Classes 1 and 2.

ARTICLE VII.

PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN 

A. Ballots and Voting Deadline. The deadline for submitting Ballots for the 

acceptance or rejection of the Plan is _________, 2020 5:00 p.m., Eastern Daylight Time 

(the “Voting Deadline”). 

All Claimants (or their authorized representatives) entitled to vote must: 

1. carefully review the Ballot and corresponding instructions, 

2. execute the Ballot, and 

3. return the Ballot to the address indicated on the Ballot so that it is 

actually received by the Voting Deadline. 

B. Claimholders Entitled to Vote. Any Creditor who is not an Insider, and whose 

Claim is not a Disputed Claim or an Unimpaired Claim, is entitled to vote. Under the Plan a 

“Disputed Claim” means (a) a Claim that is listed on a Debtor’s Schedules as other than 

disputed, contingent or unliquidated, but as to which an objection has been filed, and such 

objection has not been withdrawn or denied by a Final Order; (b) a Claim that is listed on 

Debtor’s Schedules as disputed, contingent or unliquidated; or (c) a proof of Claim or request 

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for payment of an Administrative Claim that has been filed by the Bar Date or has otherwise 

been deemed timely filed under applicable law.4

 Returning the Ballot to the Debtor or 

Debtor’s Counsel does not constitute filing a proof of Claim or Interest.

Any Holder of a Disputed Claim is not entitled to vote, unless the Bankruptcy Court, on 

motion filed by such party, temporarily allows the Claim in a specific amount for the purpose 

of accepting or rejecting the Plan. Such motion must be heard and determined by the 

Bankruptcy Court before the Confirmation Hearing on the Plan. A vote may be disregarded if 

the Bankruptcy Court determines that the Claimholders acceptance or rejection was not 

solicited or procured in good faith or in accordance with the applicable provisions of the 

Bankruptcy Code. Ballots must be filed in the Case, which can be accomplished by sending 

completed Ballots to: 

Clerk’s Office - Miami Division 

C. Clyde Atkins United States Courthouse 

T. 305.714.1800 

301 North Miami Avenue, Room 150 

Miami, FL 33128 

With a copy to: 

Nicole Grimal Helmstetter, Esq. 

Counsel to Debtor 

Agentis PLLC 

55 Alhambra Plaza, Suite 800 

Coral Gables, Florida 33134 

Ballots sent to Debtor’s Counsel do not constitute filing a proof of Claim or Interest. 

 Under Bankruptcy Code Section 1126(f), a class that is not Impaired under a Chapter 

11 plan, and each Holder of a Claim or Interest in such class, are conclusively presumed to 

have accepted the Chapter 11 plan. Under Bankruptcy Code Section 1126(g), a class is 

 

4

 Administrative Claims are not impaired and therefore not entitled to vote. 

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deemed not to have accepted a Chapter 11 plan if the Holders of Claims or Interests in such 

class do not receive or retain any property under the Chapter 11 Plan on account of such 

Claims or Interests. Holders of Claims or Interests that are Unimpaired under the Plan, or that 

are not entitled to receive or retain any property under the Plan, are not entitled to vote to 

accept or reject the Plan. The Debtor will not be soliciting votes from such Claimholders or 

Interest-holders. 

C. Bar Date for Filing Proofs Claim. The Bankruptcy Court established March 

16, 2020 as the general deadline for filing proofs of Claim in the Chapter 11 Case (called the 

“Claims Bar Date”) with the following exceptions: (i) in the event that the Debtor amends its 

Schedules of Assets and Liabilities, the Debtor must give notice of such amendment to the 

Creditor affected thereby, and the affected Creditor shall have until the later of the Claims Bar 

Date or thirty (30) days from the date on which notice of such amendment was given to file a 

proof of Claim; (ii) in the event that a Claim arises with respect to the Debtor’s rejection of an 

executory contract or unexpired lease, any Creditor shall have until the later of the Claims Bar 

Date or thirty (30) days after the entry of any Order authorizing the rejection of the executory 

contract or unexpired lease to file a proof of Claim. 

D. Definition of Impairment. Under Bankruptcy Code section 1124, a class of 

Claims or Interests is Impaired under a plan of reorganization unless, with respect to each 

Claim or Interests of such class, the Plan: 

1. leaves unaltered the legal, equitable, and contractual rights of the holder 

of such Claim or interest; or 

2. notwithstanding any contractual provision or applicable law that entitles 

the holder of a Claim or interest to receive accelerated payment of such 

Claim or interest after the occurrence of a default: 

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3. cures any such default that occurred before or after the commencement 

of the case under the Bankruptcy Code, other than a default of a kind 

specified in Bankruptcy Code section 365(b)(2); 

4. reinstates the maturity of such Claim or interest as it existed before the 

default; 

5. compensates the holder of such Claim or interest for damages incurred 

as a result of reasonable reliance on such contractual provision or 

applicable law; and 

6. does not otherwise alter the legal, equitable, or contractual rights to 

which such Claim or interest entitles the holder of such Claim or 

interest. 

E. Disallowed Claims. All Claims held by persons against whom the Debtor has 

commenced a proceeding asserting a Cause of Action under sections 542, 543, 544, 545, 547, 

548, 549, and/or 550 of the Bankruptcy Code, shall be deemed “Disallowed Claims” pursuant 

to section 502(d) of the Bankruptcy Code and Holders of such Claims shall not be entitled to 

vote to accept or reject the Plan. Claims that are deemed Disallowed pursuant to this Section 

shall continue to be disallowed for all purposes until the avoidance action against such party 

has been settled or resolved by Final Order and any sums due to the Debtor from such party 

have been paid. 

F. Acceptance by Class of Claimholders. A Class of Claimholders is deemed to 

have accepted the Plan, if the Plan is accepted by at least two-thirds (2/3) in amount and more 

than one-half (2) in number of the Allowed Claims of such Class which actually cast votes. 

G. Cramdown. In the event that any Impaired Class of Claimholders with 

Claims against the Debtor fail to accept the Plan in accordance with § 1129(a) of the 

Bankruptcy Code, the Debtor will request the Bankruptcy Court to confirm the Plan in 

accordance with § 1129(b) of the Bankruptcy Code (“Cramdown Provisions”). For 

purposes of seeking Confirmation of the Plan under the Cramdown Provisions, the 

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Debtor reserves the right to modify or vary the terms of the Plan or the treatment of the 

Claims of those Classes that rejected the Plan so as to comply with the requirements of 

the Cramdown Provisions. 

Unsecured creditors are Impaired under the Plan. In the event that unsecured creditors 

do not vote in favor of the Plan, the Debtor will seek to confirm the Plan over the “no” vote of 

the unsecured creditors or “cramdown.” Notwithstanding such a possible “no” vote, the 

Debtor believes that the Plan is fair and equitable and gives unsecured creditors a greater 

return than they would receive if the Debtor were liquidated. If the Debtor is liquidated, 

unsecured creditors would receive nothing on account of their Claims as all of the Debtor’s 

property would be liquidated for the benefit of the Allowed Secured Claims alone. 

H. Classes Impaired Under the Plan

The following Classes are Impaired under the Plan: Class 1 and Class 2. 

I. Vote Required for Class Acceptance. 

The Bankruptcy Code defines acceptance of a plan by a class of creditors as acceptance 

by holders of at least two-thirds in dollar amount and more than one-half in number of the 

Claims of that class that actually cast Ballots for acceptance or rejection of the plan; that is, 

acceptance takes place only if creditors holding Claims constituting at least two-thirds in dollar 

amount of the total amount of Claims and more than one-half in number of the creditors 

actually voting cast their Ballots in favor of acceptance.

The Bankruptcy Code defines acceptance of a plan by a class of interests as acceptance 

by holders of at least two-thirds in amount of the allowed interests of that class. 

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J. Information on Voting and Ballots.

1. Transmission of Ballots to Claimholders 

Ballots are being forwarded to Claimholders in Classes 1 and 2 of the Plan, and in 

accordance with the Bankruptcy Rules, an order approving the Disclosure Statement and the 

Solicitation Procedures Order. Those Claimholders whose Claims are Unimpaired under the 

Plan are conclusively presumed to have accepted the Plan under Bankruptcy Code 

Section 1126(f), and therefore need not vote concerning the Plan. Under Bankruptcy Code 

Section 1126(g), Claimholders who do not either receive or retain any property under the Plan 

are deemed to have rejected the Plan. 

2. Ballot Tabulation Procedures. 

Pursuant to the Solicitation Procedures Order, the amount and classification of a Claim 

and the procedures that will be used to tabulate acceptances and rejections of the Plan shall be 

exclusively as follows: any timely received Ballot that contains sufficient information to permit 

the identification of the Claimant and is cast as an acceptance or rejection, as the case may be, 

of the Plan, subject to the following exceptions and clarifications: 

a. If a Claim is deemed Allowed in accordance with the Plan, such 

Claim is allowed for voting purposes in the deemed allowed amount set forth in the Plan; 

b. If a Claim has been established or otherwise allowed for voting

purposes by Order of the Bankruptcy Court, such Claim is temporarily allowed in the amount 

so estimated or allowed by the Bankruptcy Court for voting purposes only, and not for 

purposes of allowance or distribution; 

c. If a Claim is listed in the Schedules as contingent, unliquidated, 

or disputed and a proof of Claim was not (i) filed by the applicable deadline to file proofs of 

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Claim or (ii) deemed timely filed by an order of the Bankruptcy Court prior to the Voting 

Deadline, the Claim will be disallowed in its entirety for voting purposes; 

d. For all persons or entities who timely filed a proof of Claim 

reflecting a Claim or portion of a Claim that is contingent or if a Claim objection is pending, 

the Claim shall be disallowed in its entirety for voting purposes, subject to the right of such 

Holder to file a motion for temporary allowance; 

e. If a Ballot is properly completed, executed and timely filed, but 

does not indicate an acceptance or rejection of the Plan, or indicates both an acceptance and 

rejection of the Plan, the Ballot will not be counted; 

f. If a proof of Claim has been timely filed and has not been 

objected to before the Confirmation Hearing, the voted amount of that Claim shall be the 

liquidated amount specified in the proof of Claim; and 

g. If no proof of Claim has been timely filed, the voted amount of a 

Claim shall be equal to the amount listed for the particular Claim in the Schedules, as and if 

amended, to the extent such Claim is not listed as contingent, unliquidated, or disputed, and the 

Claim shall be placed in the appropriate Class based on the Debtor’s records and consistent 

with the Schedules. 

Ballots that fall within the following categories will not be counted or considered for 

any purpose in determining whether the Plan has been accepted or rejected, except as specified: 

h. Any Ballot received after the Voting Deadline unless the Debtor

or Bankruptcy Court shall have granted an extension in writing of the Voting Deadline with 

respect to such Ballot; 

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i. Any Ballot that is illegible or contains insufficient information to 

permit the identification of the Claimant; 

j. Any Ballot cast by a person or entity that does not hold a Claim 

in a Class that is entitled to vote to accept or reject the Plan as of the Voting Record Date; 

k. Any duplicate Ballot; 

l. Any Ballot that is unsigned, or signed by someone other than the 

Holder of the Claim (or the Claimholders authorized representative); or 

m. Any acceptance or rejection submitted on something other than 

the Ballot form provided by the Debtor and approved pursuant to the Solicitation Procedures 

Order. 

The Debtor believes that the foregoing proposed procedures provide for a fair and 

equitable voting process. As mentioned above, if any Claimant seeks to challenge the 

allowance of its Claim for voting purposes, such creditor must serve on the Debtor and file 

with the Court a motion requesting the temporary allowance of such Claim in a different 

amount for purposes of voting to accept or reject the Plan no later than _________, 2020. The 

Ballot of any Claimant filing such a motion shall not be counted unless temporarily allowed by 

the Bankruptcy Court for voting purposes, after notice and a hearing. 

Whenever two (2) or more Ballots are cast voting the same Claim prior to the Voting 

Deadline, the latest dated Ballot received prior to the Voting Deadline will be deemed to reflect 

the voter’s intent and thus to supersede any prior Ballots, provided, however, that where an 

ambiguity exists as to which Ballot reflects the voter’s intent, the Clerk of the Bankruptcy 

Court reserves the right to contact the Claimant and calculate the vote according to such voter’s 

written instructions. This procedure is without prejudice to the Debtor’s right to object to the 

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validity of the second Ballot on any basis permitted by law and, if the objection is sustained, to 

count the first Ballot for all purposes. This procedure of counting the last Ballot is consistent 

with practice under various state and federal corporate and securities laws. Furthermore, the 

Debtor proposes that in its sole discretion they can agree to allow a Claimant to change its vote 

after the Voting Deadline without further order of the Bankruptcy Court. 

Claim splitting is not permitted and Claimants who vote must vote all of their Claims 

within a particular class to either accept or reject the Plan. 

ARTICLE VIII.

CONFIRMATION OF PLAN 

A. Solicitation of Acceptances. 

The Debtor is soliciting your vote. 

NO REPRESENTATIONS OR ASSURANCES, IF ANY, CONCERNING 

THE DEBTOR OR THE PLAN ARE AUTHORIZED BY THE DEBTOR, 

OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT 

AND IN ANY SOLICITATION MATERIALS APPROVED BY THE 

BANKRUPTCY COURT. ANY REPRESENTATIONS OR 

INDUCEMENTS MADE BY ANY PERSON TO SECURE YOUR VOTE, 

OTHER THAN THOSE CONTAINED IN THIS DISCLOSURE 

STATEMENT, SHOULD NOT BE RELIED ON BY YOU IN ARRIVING 

AT YOUR DECISION, AND SUCH ADDITIONAL 

REPRESENTATIONS OR INDUCEMENTS SHOULD BE REPORTED 

TO DEBTOR’S COUNSEL FOR APPROPRIATE ACTION. 

THIS IS A SOLICITATION SOLELY BY THE DEBTOR, AND IS NOT 

A SOLICITATION BY ANY SHAREHOLDER, ATTORNEY, 

ACCOUNTANT, OR OTHER PROFESSIONAL FOR THE DEBTOR. 

THE REPRESENTATIONS, IF ANY, MADE IN THIS DISCLOSURE 

STATEMENT ARE THOSE OF THE DEBTOR AND NOT OF SUCH 

SHAREHOLDERS, ATTORNEYS, ACCOUNTANTS, OR OTHER 

PROFESSIONALS, EXCEPT AS MAY BE OTHERWISE 

SPECIFICALLY AND EXPRESSLY INDICATED. 

Under the Bankruptcy Code, a vote for acceptance or rejection of a plan may not be 

solicited unless the Claimant has received a copy of a disclosure statement approved by the 

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Bankruptcy Court prior to, or concurrently with, such solicitation. This solicitation of votes on 

the Plan is governed by Bankruptcy Code Section 1125(b). Violation of Bankruptcy Code 

Section 1125(b) may result in sanctions by the Bankruptcy Court, including disallowance of 

any improperly solicited vote. 

B. Requirements for Confirmation of the Plan. 

At the confirmation hearing, the Bankruptcy Court shall determine whether the 

requirements of Bankruptcy Code Section 1129 have been satisfied, in which event the 

Bankruptcy Court shall enter an order confirming the Plan. For the Plan to be confirmed, 

Bankruptcy Code Section 1129 requires that: 

1. The Plan complies with the applicable provisions of the Bankruptcy 

Code; 

2. The Debtor has complied with the applicable provisions of the 

Bankruptcy Code; 

3. The Plan has been proposed in good faith and not by any means 

forbidden by law; 

4. Any payment or distribution made or promised by the Debtor or by a 

person issuing securities or acquiring property under the Plan for services or for costs and 

expenses in connection with the Plan has been disclosed to the Bankruptcy Court, and any such 

payment made before the confirmation of the Plan is reasonable, or if such payment is to be 

fixed after confirmation of the Plan, such payment is subject to the approval of the Bankruptcy 

Court as reasonable; 

5. The Debtor has disclosed the identity and affiliation of any individual 

proposed to serve, after confirmation of the Plan, as a director, officer or voting trustee of the 

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Debtor, an affiliate of the Debtor participating in a joint plan with the Debtor, or a successor to 

the Debtor under the Plan; the appointment to, or continuance in, such office of such individual 

is consistent with the interest of Claimholders and Interest-holders and with public policy; and 

the Debtor has disclosed the identity of any insider that will be employed or retained postconfirmation and the nature of any compensation for such insider; 

6. Any government regulatory commission with jurisdiction (after 

confirmation of the Plan) over the rates of the Debtor has approved any rate change provided 

for in the Plan, or such rate change is expressly conditioned on such approval; 

7. With respect to each Impaired Class of Claims or Interests, either each 

holder of a Claim or Interest of the Class has accepted the Plan, or will receive or retain under 

the Plan on account of that Claim or Interest, property of a value, as of the Effective Date of 

the Plan, that is not less than the amount that such holder would so receive or retain if the 

Debtor was liquidated on such date under chapter 7 of the Bankruptcy Code. If Bankruptcy 

Code Section 1111(b)(2) applies to the Claims of a Class, each holder of a Claim of that Class 

will receive or retain under the Plan on account of that Claim property of a value, as of the 

Effective Date, that is not less than the value of that holder’s interest in the Debtor’s interest in 

the property that secures that Claim; 

8. Each Class of Claims or Interests has either accepted the Plan or is not 

Impaired under the Plan; 

9. Except to the extent that the holder of a particular Allowed 

Administrative Expense Claim, or Allowed Wage Claim has agreed to a different treatment of 

its Claim, the Plan provides that such Claims shall be paid in full on the later of the Effective 

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Date or the date on which such Claim becomes an Allowed Claim, or as soon as practicable 

thereafter; 

10. If a Class of Claims or Interests is Impaired under the Plan, at least one 

such Class of Claims or Interests has accepted the Plan, determined without including any 

acceptance of the Plan by any insider holding a Claim or Interest of that Class; and, 

11. Confirmation of the Plan is not likely to be followed by the liquidation 

or the need for further financial reorganization of the Debtor or any successor to the Debtor 

under the Plan, unless such liquidation or reorganization is proposed in the Plan. 

The Debtor believes that the Plan satisfies all of the statutory requirements of the 

Bankruptcy Code for Confirmation and that the Plan was proposed in good faith. The Debtor 

believes it has complied, or will have complied, with all the requirements of the Bankruptcy 

Code governing confirmation of the Plan. 

C. Acceptances Necessary to Confirm the Plan. 

Voting on the Plan by each holder of a Claim (or its authorized representative) is 

important. Chapter 11 of the Bankruptcy Code does not require that each holder of a Claim 

vote in favor of the Plan in order for the Bankruptcy Court to confirm the Plan. Generally, to 

be confirmed under the acceptance provisions of Bankruptcy Code Section 1126(a), the Plan 

must be accepted by each Class of Claims that is Impaired under the Plan by parties holding at 

least two-thirds in dollar amount and more than one-half in number of the Allowed Claims of 

such Class actually voting in connection with the Plan. Even if all Classes of Claims accept 

the Plan, the Bankruptcy Court may nonetheless refuse to confirm the Plan. 

D. Cramdown. 

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In the event that any Impaired Class of Claims does not accept the Plan, the Bankruptcy 

Court may still confirm the Plan at the request of the Debtor if, as to each Impaired Class that 

has not accepted the Plan, the Plan “does not discriminate unfairly” and is “fair and equitable.” 

A Chapter 11 plan does not discriminate unfairly within the meaning of the Bankruptcy Code 

receives more than it is legally entitled to receive for its Claims or interests. “Fair and 

equitable” has different meanings for holders of secured and unsecured Claims and interests. 

With respect to a secured Claim, “fair and equitable” means either (i) the Impaired secured 

creditor retains its liens to the extent of its Allowed Claim and receives deferred cash payments 

at least equal to the allowed amount of its Claims with a present value as of the Effective Date 

of the Plan at least equal to the value of such creditor’s interest in the property securing its 

liens; (ii) property subject to the lien of the Impaired secured creditor is sold free and clear of 

that lien, with that lien attaching to the proceeds of sale, and such lien proceeds must be treated 

in accordance with clauses (i) and (iii) hereof; or (iii) the Impaired secured creditor realizes the 

“indubitable equivalent” of its Claim under the Plan.

With respect to an unsecured Claim, “fair and equitable” means either (i) each Impaired 

creditor receives or retains property of a value equal to the amount of its Allowed Claim or (ii) 

the holders of Claims or interests that are junior to the Claims of the dissenting class will not 

receive any property under the Plan. 

With respect to Interests, “fair and equitable” means either (i) each Impaired Interest 

receives or retains, on account of that Interest, property of a value equal to the greater of the 

allowed amount of any fixed liquidation preference to which the holder is entitled, any fixed 

redemption price to which the holder is entitled, or the value of the Interest, or (ii) the holder of 

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any Interest that is junior to the Interest of that Class will not receive or retain under the Plan, 

on account of that junior Interest, any property. 

The Debtor believes that the Plan does not discriminate unfairly and is fair and 

equitable with respect to each Impaired Class of Claims and Interests. In the event at least one 

Class of Impaired Claims or Interests rejects or is deemed to have rejected the Plan, the 

Bankruptcy Court will determine at the Confirmation Hearing whether the Plan is fair and 

equitable and does not discriminate unfairly against any rejecting Impaired Class of Claims or 

Interest. 

In this case the Debtor is proposing a total distribution of approximately five percent 

(5%) percent to Class 2. Unsecured creditors are, therefore, Impaired under the Plan. In the 

event that unsecured creditors do not vote in favor of the Plan, the Debtor will seek to confirm 

the Plan over the “no” vote of the unsecured creditors or “cramdown.” Notwithstanding such a 

possible “no” vote, the Debtor believes that the Plan is fair and equitable and gives unsecured 

creditors a greater return than they would receive if the Debtor were liquidated. If the Debtor 

is liquidated, unsecured creditors would receive nothing on account of their Claims as all of the 

Debtor’s property would be liquidated for the benefit of the Allowed Secured Claims alone. 

Accordingly, the Plan is in the best interests of all of its creditors. 

E. Execution of Ballots by Representatives. 

Federal Rule of Bankruptcy Procedure 3018(c) requires that an acceptance or rejection 

of a Chapter 11 Plan shall be in writing, identifying the plan accepted or rejected, and be 

signed by the creditor or equity security holder or an authorized agent. The Ballot approved by 

the Solicitation Procedure Order requires the identification of persons signing in a fiduciary or 

representative capacity. To be counted, completed Ballots signed by trustees, executors, 

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administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a 

fiduciary or representative capacity must indicate their capacity when signing. At the Debtor’s 

request, Ballot signatories must submit proper evidence, satisfactory to the Debtor of his or her 

authority to so act. Failure to indicate the capacity of the signatory to the Ballot may result in 

the Ballot being deemed invalid and not counted. 

F. Waivers of Defects and Other Irregularities Regarding Ballots. 

Unless otherwise directed by the Bankruptcy Court, all questions concerning the 

validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal 

of Ballots will be determined by the Debtor in its sole discretion, whose determination will be 

final and binding. The Debtor reserves the right to reject any and all Ballots not in proper form, 

the acceptance of which would, in the opinion of the Debtor or its counsel, be unlawful. Any 

defects or irregularities in connection with deliveries of Ballots must be cured within such time 

as the Bankruptcy Court determines. Neither the Debtor, the Clerk of the Bankruptcy Court, 

nor any other person will be under any duty to provide notification of defects or irregularities 

with respect to deliveries of Ballots, nor will any of them incur any liability for failure to 

provide such notification; provided, however, that the Debtor and/or Clerk of the Bankruptcy 

Court will indicate on the Ballot summary the Ballots, if any, that were not counted, and will 

provide the original of such Ballots with the original of the Ballot summary at the 

Confirmation Hearing. Unless otherwise directed by the Bankruptcy Court, delivery of such 

Ballots will not be deemed to have been made until any irregularities have been cured or 

waived. Unless otherwise directed by the Bankruptcy Court, Ballots previously furnished, and 

as to which any irregularities have not subsequently been cured or waived, will be invalidated. 

G. Withdrawal of Ballots and Revocation. 

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Except as otherwise directed by the Bankruptcy Court after notice and a hearing, any 

holder of a Claim (or its authorized representative) in an Impaired Class who has delivered a 

valid Ballot for the acceptance or rejection of the Plan to the Clerk of the Bankruptcy Court 

may withdraw such Ballot at any time before the Voting Deadline. 

To be valid, a notice of withdrawal must: 

1. Contain the description of the Claims to which it relates and the 

aggregate principal amount or number of shares represented by such Claims; 

2. Be signed by the Creditor (or its authorized representative) in the same 

manner as the Ballot; and 

3. Be received by the Clerk of the Bankruptcy Court in a timely manner at 

the address specified in the Ballot instructions for the submission of Ballots with a copy to 

Debtor’s undersigned counsel. 

The Debtor expressly reserves the absolute right to contest the validity of any such 

withdrawals of Ballots. 

Unless otherwise directed by the Bankruptcy Court, a purported notice of withdrawal of 

Ballots that is not received in a timely manner by the Clerk of the Bankruptcy Court and 

Debtor’s counsel will not be effective to withdraw a previously furnished Ballot. 

Any creditor (or its authorized representative) who has previously submitted a properly 

completed Ballot before the Voting Deadline may revoke such Ballot and change its vote by 

submitting before the Voting Deadline a subsequent, properly completed Ballot for acceptance 

or rejection of the Plan. In addition, if a Creditor submits a valid notice of withdrawal prior to 

the Voting Deadline, such holder may submit a new Ballot, and such Ballot will be counted so 

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long as it is received prior to the Voting Deadline and is otherwise submitted in accordance 

with the order approving the Disclosure Statement. 

ARTICLE IX.

EFFECTS OF CONFIRMATION OF PLAN AND DISCHARGE 

A. Discharge of Debt. Upon the Effective Date, the Debtor shall be fully and 

completely discharged to the fullest extent permitted by Sections 1141 and 524 of the 

Bankruptcy Code, from all Claims, debts and liabilities against the Debtor arising before the 

Effective Date, except as specifically provided for by the Plan. 

B. Releases. As of the Effective Date, except for the Debtor’s express 

obligations respecting distributions herein and Claims reserved by the Debtor to be 

pursued under the Plan, the Debtor and the Reorganized Debtor are hereby released and 

discharged from any and all Claims, causes of action, demands, liabilities, losses, 

damages, whether known or unknown, under federal, state or other law, that arose after 

the Petition Date and prior to the Effective Date in connection with any matter arising 

from or relating to the Debtor, except for any acts or omissions resulting from willful 

misconduct, fraud, or gross negligence.

C. Injunction. Commencing on the Effective Date, all persons who hold or who

have held a Claim or Interest in the Debtor shall be permanently enjoined from commencing or 

continuing any action, employment of process, or act to collect, offset, avoid or recover any 

Claim against the Debtor, except as otherwise provided under the Plan. 

D. Rejection and Assumption of Certain Executory Contracts and Unexpired 

Leases. The Debtor has no unexpired leases, however, the Debtor currently has 89 

independent contractor agreements with therapists. All executory contracts are deemed rejected 

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upon entry of the order confirming this Plan, unless otherwise expressly assumed. The Debtor 

reserves the right to file motions for the assumption at any time prior to the Confirmation Date 

and to prosecute any such motion to entry of a Final Order anytime thereafter. 

Various Independent Contractor Agreements: 

# Party Name and Address Term 

Remaining Description of Contract or Lease

1 2K Associates, LLC 

21221 SW 125 Path 

Miami FL 33177-0000 

No expiration. Professional services agreement. 

2 A Listening Space Corp. 

711 Biltmore Way, Apt. 202 

Miami FL 33134-0000 

No expiration. Professional services agreement. 

3 A.A.A. Care Services, Corp. 

6090 SW 22nd Street 

Miami FL 33155-0000 

No expiration. Professional services agreement. 

4 ABA & Counseling Works, 

LLC 

186 NE 106th St. 

Miami FL 33138-0000 

No expiration. Professional services agreement. 

5 ABA for Autism, Corp. 

5230 W 26 Court 

Hialeah FL 33016-0000 

No expiration. Professional services agreement. 

6 ABA for Kids Work, Corp. 

7150 SW 23 Street 

Miami FL 33155-0000 

No expiration. Professional services agreement. 

7 ABMG Behavioral Services, 

LLC 

5665 W 20 AVE APT 302 

Hialeah FL 33012-0000 

No expiration. Professional services agreement. 

8 AC Behavioral Services, LLC 

4880 NW 177 St. 

Opa Locka FL 33055-0000 

No expiration. Professional services agreement. 

9 AC Medical Services, Inc. 

2001 SW 84 Avenue 

Miami FL 33155-0000 

No expiration. Professional services agreement. 

10 Adaptive Therapy, LLC 

1841 West 73rd Place 

Hialeah FL 33014-0000 

No expiration. Professional services agreement. 

11 Alcanzando Estrellas, LLC 

3650 NW 36 Street APT 406 

Miami FL 33142-0000 

No expiration. Professional services agreement. 

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# Party Name and Address Term 

Remaining Description of Contract or Lease

12 Alex & Isa Services, LLC 

649 E 32 Street 

Hialeah FL 33013-0000 

No expiration. Professional services agreement. 

13 Alexa Health, Corp. 

11470 SW 57th Street 

Miami FL 33173-0000 

No expiration. Professional services agreement. 

14 All Hands for Help Corp. 

10772 SW 228 Terr. 

Miami FL 33170-0000 

No expiration. Professional services agreement. 

15 Alonso Therapy Services, Corp.

5612 NW 3 Street 

Miami FL 33126-0000 

No expiration. Professional services agreement. 

16 Angels Dream, LLC 

7632 NW 3 Street 

Miami, FL 33126 

No expiration. Professional services agreement. 

17 Bady Kids Support, Corp. 

10201 Fontainebleau Blvd APT 

202 

Miami, FL 33172 

No expiration. Professional services agreement. 

18 Behavior and Parenting Care, 

Corp. 

45 SW 63rd Court 

Miami, FL 33144 

No expiration. Professional services agreement. 

19 Behavior and Wellness, Corp. 

7042 W 30 Avenue 

Hialeah, FL 33018 

No expiration. Professional services agreement. 

20 Behavior Therapist Services, 

LLC 

210 Fontainbleau Blvd APT 

413 

Miami, FL 33172 

No expiration. Professional services agreement. 

21 Blanca Therapy Services, Corp.

7550 South Waterway Drive 

Miami, FL 33155 

No expiration. Professional services agreement. 

22 Brain Connect Aba Therapy, 

Inc. 

45 SW 63rd Court 

Miami, FL 33144 

No expiration. Professional services agreement. 

23 Bright Therapy Solution, Inc. 

20721 SW 116 Road 

Miami, FL 33189 

No expiration. Professional services agreement. 

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# Party Name and Address Term 

Remaining Description of Contract or Lease

24 Canela Therapy Services, LLC 

16620 SW 44 Street 

Miami, FL 33185 

No expiration. Professional services agreement. 

25 Carmen Sahagun 

4808 Queen Palm Lane 

Fort Lauderdale, FL 33319 

No expiration. Professional services agreement. 

26 Castillo Behavior, Inc. 

3845 SW 103 Avenue APT 223 

C 

Miami, FL 33165 

No expiration. Professional services agreement. 

27 Castillo Learning, LLC 

3845 SW 103rd Avenue APT 

223C 

Miami, FL 33165 

No expiration. Professional services agreement. 

28 Change Therapy Services, 

Corp. 

9246 NW 120th Terrace 

Hialeah, FL 33018 

No expiration. Professional services agreement. 

29 Coira Therapy Services, Corp. 

423 E 27th Street 

Hialeah, FL 33013 

No expiration. Professional services agreement. 

30 DCM Behavior Therapy, Inc. 

11521 SW 81st Terrace 

Miami, FL 33173 

No expiration. Professional services agreement. 

31 Delarue Services, Corp. 

8204 SW 176th Terrace 

Miami, FL 33157 

No expiration. Professional services agreement. 

32 Dreaming In Blue, Corp. 

8420 SW 154th Circle Court 

APT 536 

Miami, FL 33193 

No expiration. Professional services agreement. 

33 Duque-Dimart Therapy, Inc. 

8988 SW 40th Terrace 

Miami, FL 33165 

No expiration. Professional services agreement. 

34 Estevez Therapy Services, 

Corp. 

423 East 27th STreet 

Hialeah, FL 33013 

No expiration. Professional services agreement. 

35 Felipe Therapy Services, LLC 

165 SW 48th Court 

Miami, FL 33134 

No expiration. Professional services agreement. 

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# Party Name and Address Term 

Remaining Description of Contract or Lease

36 Fiol Behavior Therapy, Corp. 

17880 SW 107th Avenue APT 

2 

Miami, FL 33157 

No expiration. Professional services agreement. 

37 First Kids Therapy, Corp. 

9228 West 33 Way 

Hialeah, FL 33018 

No expiration. Professional services agreement. 

38 GC Behavior, Inc. 

6420 NW 114th Avenue APT 

1332 

Miami, FL 33178 

No expiration. Professional services agreement. 

39 Gracie & Lily Services, Corp. 

527 East 21 Street APT 5 

Hialeah, FL 33013 

No expiration. Professional services agreement. 

40 H & F Therapy Services, Inc. 

11520 SW 81st Terrace 

Miami, FL 33173 

No expiration. Professional services agreement. 

41 Happy Growing, LLC 

555 NW 72nd Avenue APT 201

Miami, FL 33126 

No expiration. Professional services agreement. 

42 HBB Harmony Balance Brain, 

Corp. 

45 SW 63rd Court 

Miami, FL 33144 

No expiration. Professional services agreement. 

43 Heviamador, Inc. 

10811 SW 164 ST 

Miami, FL 33157 

No expiration. Professional services agreement. 

44 Integrity First Solution, Inc. 

3660 SW 16 Terr., Apt 11 

Miami, FL 33145 

No expiration. Professional services agreement. 

45 J & J Behavior Services, Corp. 

211 East 51st Street 

Hialeah, FL 33013 

No expiration. Professional services agreement. 

46 Kety Lopez LMHC, Inc. 

850 N Miami Ave., Apt W908 

Miami, FL 33136 

No expiration. Professional services agreement. 

47 KP Advance Group, LLC 

890 SW 154 Path 

Miami, FL 33194 

No expiration. Professional services agreement. 

48 L & L Behavior Development, 

Corp 

2110 SW 82nd Avenue 

Miami, FL 33155 

No expiration. Professional services agreement. 

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# Party Name and Address Term 

Remaining Description of Contract or Lease

49 L&A Behavioral Services, Inc. 

3900 SW 88th Place APT 18 

Miami, FL 33165 

No expiration. Professional services agreement. 

50 LAI Behaviour Analysis, Inc. 

981 NW 132 AVE 

Miami, FL 33182 

No expiration. Professional services agreement. 

51 Lauren Therapy Services, LLC 

2940 SW 102nd Avenue APT 

F-211 

Miami, FL 33165 

No expiration. Professional services agreement. 

52 Leas Behavioral Services, LLC 

12021 SW 176th Terrace 

Miami, FL 33177 

No expiration. Professional services agreement. 

53 Light Of Life Baez, Corp. 

20731 NW 28th Avenue 

Opa Locka, FL 33056 

No expiration. Professional services agreement. 

54 Lissets Behaviors Services, 

Corp. 

17485 NW 67th Court APT L 

Hialeah, FL 33015 

No expiration. Professional services agreement. 

55 Love and Therapy, LLC 

14321 SW 88th Street APT F 

Miami, FL 33186 

No expiration. Professional services agreement. 

56 M & Y Therapy Services, Inc. 

11044 SW 156 CT 

Miami, FL 33196 

No expiration. Professional services agreement. 

57 MCE Behavior Therapy, LLC 

630 SW 49th Avenue 

Miami, FL 33134 

No expiration. Professional services agreement. 

58 MEGR Services Corp. 

2370 NW 17th Avenue APT 

209 

Miami, FL 33142 

No expiration. Professional services agreement. 

59 Melinda Clark, LLC 

50 SW 10th Street, Apt. 1306 

Miami, FL 33130 

No expiration. Professional services agreement. 

60 Mendez Aba Services, Corp. 

11507 SW 6th Street 

Miami, FL 33174 

No expiration. Professional services agreement. 

61 Mothera, Inc. 

10443 SW 225 Terrace 

Miami, FL 33190 

No expiration. Professional services agreement. 

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# Party Name and Address Term 

Remaining Description of Contract or Lease

62 Numa Services, Inc. 

18218 SW 154 CT 

Miami, FL 33187 

No expiration. Professional services agreement. 

63 Okmind, LLC 

2221 SW 69th Avenue 

Miami, FL 33155 

No expiration. Professional services agreement. 

64 Olivera Care Group LLC 

212 NW 58th Avenue 

Miami, FL 33126 

No expiration. Professional services agreement. 

65 Oneironautics, LLC 

7231 SW 142nd Avenue 

Miami, FL 33183 

No expiration. Professional services agreement. 

66 Our Child Behavior, Inc. 

19310 NW 82nd Court 

Hialeah, FL 33015 

No expiration. Professional services agreement. 

67 Pereira's Health Solutions, Inc. 

12350 SW 36th Street 

Miami, FL 33175 

No expiration. Professional services agreement. 

68 Pesant Herapeutics, Inc. 

711 Biltmore Way, Unit 403 

Miami, FL 33134 

No expiration. Professional services agreement. 

69 Pou Therapy Services, Inc. 

8333 Lake Dr., #105 

Miami, FL 33166 

No expiration. Professional services agreement. 

70 Raiza Therapy Services, LLC 

1625 NW 129th Street 

Miami, FL 33167 

No expiration. Professional services agreement. 

71 Retos, LLC 

14791 SW 138th Terrace 

Miami, FL 33196 

No expiration. Professional services agreement. 

72 Rosmery Services, Corp. 

5130 East 10th Avenue 

Hialeah, FL 33013 

No expiration. Professional services agreement. 

73 S & J ABA Service, LLC 

10031 W 35th Ln. 

Hialeah, FL 33018 

No expiration. Professional services agreement. 

74 Secure Minds, LLC 

3550 NW 85th Ct., Apt 134 

Miami, FL 33122 

No expiration. Professional services agreement. 

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# Party Name and Address Term 

Remaining Description of Contract or Lease

75 Sensory Behavior, Inc. 

15081 Woodrich Bent CT., Apt. 

416 

Fort Myers, FL 33908 

No expiration. Professional services agreement. 

76 Serendipity Services, Corp. 

4832 SW 135th Place 

Miami, FL 33175 

No expiration. Professional services agreement. 

77 Shanaya Ruiz 

10031 W 35th Lane 

Hialeah, FL 33018 

No expiration. Professional services agreement. 

78 Sotomayor Behavioral Services, 

LLC 

11611 SW 123 Ave. 

Miami, FL 33186 

No expiration. Professional services agreement. 

79 Step Up Behavioral Therapy 

Center, LLC 

890 SW 154 Path 

Miami, FL 33194 

No expiration. Professional services agreement. 

80 T & R Franco, Corp. 

10910 NE 9th Court 

Miami, FL 33161 

No expiration. Professional services agreement. 

81 Top Excellence Services, Inc. 

11501 SW 132nd Avenue 

Miami, FL 33186 

No expiration. Professional services agreement. 

82 Vega Aba Services Corp. 

2256 SW 16th Terrace 

Miami, FL 33145 

No expiration. Professional services agreement. 

83 VR Solutions Behavior 

4040 SW 153rd Place 

Miami, FL 33185 

No expiration. Professional services agreement. 

84 W&J Samuell, Corp. 

15231 SW 8th Street APT 302 

Miami, FL 33193 

No expiration. Professional services agreement. 

85 X Therapy Services, Inc. 

2100 SW 84th Ave 

Miami, FL 33155 

No expiration. Professional services agreement. 

86 Yanay Guerra Counseling, Inc. 

5970 Indian Creek Dr., Apt. 

306 

Miami Beach, FL 33140 

No expiration. Professional services agreement. 

87 YBA Global, Inc. 

5271 SW 8TH St., Apt. 413 

Miami, FL 33134 

No expiration. Professional services agreement. 

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# Party Name and Address Term 

Remaining Description of Contract or Lease

88 Your Child Behavior 

Counseling, Inc. 

7120 Fairway Drive APT L5 

Hialeah, FL 33014 

No expiration. Professional services agreement. 

89 YPH Therapy Services Corp. 

8356 NW 10th Street 

Miami, FL 33126 

No expiration. Professional services agreement. 

E. Management of Reorganized Debtor. 

Upon Confirmation of the Plan, Sofia Aneas will continue as President of the 

Reorganized Debtor. 

ARTICLE X.

POSSIBLE CAUSES OF ACTION AFTER CONFIRMATION 

The Debtor reserves the right to commence or continue to prosecute any and all Causes 

of Action which are unresolved during the pendency of this Bankruptcy Case. The Debtor has 

reviewed its books and records and is not aware of any other Claim or Cause of Action 

accruing to the Debtor, other than the collection of accounts receivable against AHCA and 

Wellcare, in the ordinary course of business, including any rights and Claims appurtenant 

thereto. The Debtor does not have the financial wherewithal to conduct a fulsome 

Avoidance Action analysis pursuant to Section 544 of the Bankruptcy Code. To the extent 

any Avoidance Actions exist, the Debtor believes that the targets would likely be the 

Debtor’s current creditors. Accordingly, the Debtor specifically abandons any and all 

potential Avoidance Actions. 

Because all investigations and inquiries have not yet been completed, it is possible 

that there may be additional Causes of Action not mentioned herein and no party should 

assume that any release or discharge provision contained in the Plan, or the 

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Confirmation Orders, will bar or otherwise inhibit the Reorganized Debtor from taking 

any action to prosecute or enforce such additional Causes of Action, for which the Debtor 

preserves the right to pursue. Under the circumstances, it is not feasible or in the best 

interests of the Debtor’s Estate or its creditors to allow the continuing investigation to delay 

Confirmation of the Plan. Notwithstanding the foregoing, the Debtor is not aware of any 

Claim or Cause of Action accruing to the Debtor except the following: (a) the Adversary 

Proceeding; and (b) collection of accounts receivables in the ordinary course of business, 

including any rights and Claims appurtenant thereto.

ARTICLE XI.

TAX IMPLICATIONS OF THE PLAN 

A. As to Claimholders: The tax consequences of the implementation of the Plan to 

a specific Creditor will depend on a number of factors, including whether the Holder’s Claim 

constitutes a “security” for federal income tax purposes, whether a Creditor has already taken a 

deduction of loss with respect to its Claim and the timing of any distributions under the Plan. 

It is possible that certain Holders will recognize gain or income as a result of distributions 

under the Plan. There also may be state, local, or foreign tax considerations applicable to 

particular Holders of Claims, none of which are discussed herein. Each holder of a Claim or 

any other party in interest in this case is strongly urged to consult with their tax advisor 

regarding the federal, state, and local income and other tax consequences that the 

implementation of this Plan may have on them. 

B. As to the Reorganized Debtor: As of fiscal year-end December 31, 2019, the 

Debtor realized net operating losses of $107,411.00. The Reorganized Debtor is entitled to 

carry the net operating losses over. Although the Reorganized Debtor will be able to sustain its 

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operations with positive cash flow, no profit will likely be realized until at least three years 

post confirmation of the Plan, and only in such modest amounts as to likely result in no net 

taxable income to the Debtor that cannot be offset by the carried over net operating losses.

ARTICLE XII.

LIQUIDATION ANALYSIS 

A plan proponent must demonstrate as a condition of confirmation, that each Impaired 

Class of Claimholders will receive as much as it would receive in a Chapter 7 proceeding. A 

plan proponent must also demonstrate that the plan is “feasible,” i.e., that confirmation of the 

plan is not likely to be followed by the liquidation or need for further financial reorganization 

of the Debtor. 

Under Section 1129(a)(7) of the Bankruptcy Code, the Plan must provide that 

Claimholders receive as much or more under the Plan than they would receive in a Chapter 7 

liquidation of the Debtor. The Debtor asserts that all Claimholders will receive more under the 

Plan than they would in liquidation. Attached as “Exhibit C” is the Debtor’s Schedule B, 

which shows that, as of the Petition Date, the Debtor’s assets had an approximate value of 

$1,515,109.42). A significant amount of the accounts receivable is aged, disputed, and deemed 

uncollectible. As of the date of this document, the Debtor believes the following assets would 

be available5

 to a Chapter 7 Trustee for liquidation in the event of a conversion: 

(1) Cash on hand: $ 17,279.00 

(2) Accounts Receivable: $1,501,979.00 

(3) Inventory: $ 3,000.00 

(4) Furniture, Fixtures, and Equipment: $ 1,190.00 

 

5

(All rounded up to the nearest dollar) 

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(5) Claim against FL AHCA: Unknown6. 

As is evident from comparing the value of the assets with the Claims, Claimholders will 

receive more under the Plan than they would receive in a hypothetical Chapter 7. If the Debtor 

were to be liquidated through Chapter 7, General Unsecured Creditors would receive nothing. 

The Debtor submits this liquidation analysis in order to satisfy the best interest of creditors test 

set forth in 11 U.S.C. § 1129(a)(7). If this case were to be converted to Chapter 7, a trustee 

would be appointed to marshall and liquidate the assets of the Debtor. A trustee would, in all 

likelihood, retain counsel, which would add additional administrative expenses. Substantial 

fees could be incurred in obtaining familiarity with the Debtor’s financial dealings already 

obtained by professionals retained by the Debtor in connection with the Chapter 11 

proceedings. In all likelihood, the trustee would not operate the business of the Debtor. The 

trustee would be charged with liquidating accounts receivables and other assets for distribution 

to Claimholders. The Debtor believes that upon liquidation, the Estate would not receive assets 

sufficient to exceed the proposed distributions under the Plan. Accordingly, the Debtor 

submits that General Unsecured Creditors stand to gain more benefit from Confirmation of the 

Plan than they would in a Chapter 7 liquidation of the Debtor. 

ARTICLE XIII.

MISCELLANEOUS 

A. Modification 

The Debtor reserves the right to revoke or withdraw the Plan in its sole discretion, at 

any time before the Confirmation Date, or, if for any reason the Plan cannot be consummated 

after the Confirmation Date, at any time up to and including the Effective Date. If the Plan is 

 

6

 Any engagement by a Chapter 7 Trustee to sue AHCA would likely be 100% contingency-based. 

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revoked and withdrawn, then (a) nothing contained herein shall be deemed to constitute a 

waiver or release of any Claims by or against the Estate or to prejudice in any manner the 

rights of any person in any further proceedings in the Chapter 11 Case or otherwise; and, (b) 

any provision of the Confirmation Order shall be null and void and all such rights of or against 

the Estate shall exist as though the Plan had not been filed and no actions were taken to 

effectuate it. 

Debtor may modify the Plan, in its sole discretion, either pre- or post-confirmation in 

accord with the Bankruptcy Code, or, if for any reason the Plan cannot be consummated after 

the Confirmation Date, at any time up to and including the Effective Date. 

B. Confirmation Order Controls 

To the extent the Disclosure Statement is inconsistent with the Plan, the Plan shall 

control. To the extent that the Plan, the Disclosure Statement, or any agreement entered into 

between or among the Debtor and any third party is inconsistent with the Confirmation Order, 

the Confirmation Order shall control. 

C. Effectuating Documents and Further Transactions. 

The Debtor shall be authorized to execute, deliver, file, or record such documents, 

contracts, instruments, releases and other agreements, and take such other action as may be 

necessary to effectuate and further evidence the terms and conditions of the Plan. Debtor’s 

counsel shall have no continuing duties post-confirmation other than to make the distributions 

required on the Effective Date unless otherwise agreed to by the Reorganized Debtor and 

counsel. 

D. Substantial Consummation of the Plan. 

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Pursuant to the terms of the Plan, the Debtor believes that the Plan shall be deemed to 

be substantially consummated under 11 U.S.C. § 1101 on the Effective Date. 

E. Terms of the Plan are Binding. 

Pursuant to Section 1141 of the Bankruptcy Code, the Plan and all of its terms, when 

approved and confirmed by the Bankruptcy Court, shall be binding upon, including, without 

limitation, the Debtor, the Debtor’s Estate, all holders of Claims, Allowed or not, and their 

respective successors and assigns. 

If, after the Confirmation Date, any term or provision of this Plan is determined to be 

unenforceable, the remaining terms and provisions of this Plan shall nonetheless continue in 

full force and effect. 

F. Taxes. The issuance, transfer or exchange of a security or the making or 

delivery of an instrument of transfer under this Plan, if any, including the execution or 

recording of any mortgage modification, security agreement and related note, shall be deemed 

to be free of any tax under any law imposing a stamp or similar tax pursuant to Section 1146(c) 

of the Bankruptcy Code. 

ARTICLE XIV.

RETENTION OF JURISDICTION BY THE BANKRUPTCY 

COURT

The Bankruptcy Court shall retain jurisdiction of these proceedings after the 

Confirmation Date of this Plan until the entry of the final decree pursuant to Bankruptcy Rule 

3022 for the following purposes: 

A. To enable the Debtor and the Reorganized Debtor to consummate the Plan and 

any amended or modified Plan and to resolve any disputes arising with respect thereto; 

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B. To enable the Debtor and the Reorganized Debtor to consummate any and all 

proceedings that it may bring prior to the entry of the Confirmation Order; 

C. To determine all controversies relating to or concerning the classification, 

subordination, allowance, valuation, or satisfaction of Claims;

D. To liquidate or estimate for purposes of allowance all contested, contingent, or 

unliquidated Claims; 

E. To determine the validity, extent, and priority of all liens, if any, against 

property of the Estate; 

F. To determine all assertions or an ownership interest in, the value of, or title to, 

any property of the Estate; 

G. To determine all applications for compensation and reimbursement and 

objections to Administrative Claims; 

H. To determine all (1) adversary proceedings, contested or litigation matters 

brought before the Bankruptcy Court; and, (2) any and all Claims or causes of action asserted 

by the Debtor; 

I. Without limiting the generality of the preceding paragraph, to determine any 

avoidance action brought by the Debtor; 

J. To determine all controversies arising out of any purchase, sale, or contract 

made or undertaken by the Debtor prior to the Confirmation Date; 

K. To enforce all agreements assumed, if any, and to recover all property of the 

Estate, wherever located; 

L. To determine any tax liability of the Estate in connection with the Plan, actions 

taken, distributions, or transfers made thereunder; 

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M. To enforce any and all releases and injunctions created pursuant to the terms of 

the Plan; 

N. To modify the Plan or to remedy any defect or omission or reconcile any 

inconsistencies in the Plan either before or after the entry of the Confirmation Order; 

O. To hear and determine all controversies, suits, and disputes that may arise in 

connection with the interpretation or enforcement of the Plan; 

P. To make such orders as are necessary or appropriate to carry out the provisions 

of the Plan; and 

Q. To enter a Final Decree pursuant to Bankruptcy Rule 3022. 

ARTICLE XV.

RECOMMENDATION OF CONFIRMATION 

The Debtor believes that Confirmation of the Plan is in the best interests of the creditors 

and the Estate because confirmation of the Plan will enable Claimholders to receive higher 

distributions under the Plan than they would in the event the case were converted to Chapter 7, 

and will further result in the emergence of a viable Reorganized Debtor. Therefore, the Debtor 

urges all holders of Impaired Claims to cast a Ballot voting in favor of the Plan on or before 

_________2020. 

Respectfully submitted on September 8, 2020 

By: /s/ Sofia Aneas 

Sofia Aneas 

President of Children First Consultants, Inc. 

By: /s/ Nicole Grimal Helmstetter 

Nicole Grimal Helmstetter, Esq. 

Attorneys for the Plan Proponent 

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Florida Bar Number 86937 

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Exhibit “A”

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UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

www.flsb.uscourts.gov 

In re: 

CHILDREN FIRST CONSULTANTS, 

INC., 

 Debtor. / 

Case No.: 19-25286-RAM 

Chapter 11 

PLAN OF REORGANIZATION OF 

CHILDREN FIRST CONSULTANTS, INC. 

Submitted on September 8, 2020 by: 

AGENTIS PLLC 

55 Alhambra Plaza, Suite 800 

Coral Gables, Florida 33134 

T. 305.722.2002 F. 305.722.2001 

Nicole Grimal Helmstetter 

Fla. Bar No. 86937 

ngh@agentislaw.com 

Attorneys for the Debtor in Possession 

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TABLE OF CONTENTS 

ARTICLE I. DEFINITIONS .......................................................................................... 1 

1.1. Administrative Claim ..................................................................................................... 1 

1.2. Administrative Claims Bar Date ................................................................................... 1 

1.3. Administrative Expenses ............................................................................................... 2

1.4. Adversary Proceeding .................................................................................................... 2 

1.5. AHCA .............................................................................................................................. 2 

1.6. Allow, Allowed, Allowance ............................................................................................ 2 

1.7. Allowed Administrative Expense Claim ...................................................................... 2 

1.8. Allowed Claim ................................................................................................................ 2 

1.9. Allowed Unsecured Claim ............................................................................................. 3 

1.10. Assets ............................................................................................................................... 3 

1.11. Avoidance Action............................................................................................................ 3 

1.12. Ballot ................................................................................................................................ 3 

1.13. Bankruptcy Code ............................................................................................................ 3 

1.14. Bankruptcy Court .......................................................................................................... 3 

1.15. Bankruptcy Rules ........................................................................................................... 4 

1.16. Cause(s) of Action........................................................................................................... 4 

1.17. Chapter 11 Case ............................................................................................................. 4 

1.18. Claim ............................................................................................................................... 4 

1.19. Claimant, Claimholder or Creditor .............................................................................. 4 

1.20. Claimholder .................................................................................................................... 4 

1.21. Claims Bar Date ............................................................................................................. 4 

1.22. Class ................................................................................................................................. 4 

1.23. Confirmation or Confirmation Date ............................................................................ 4 

1.24. Confirmation Hearing .................................................................................................... 5 

1.25. Confirmation Order ....................................................................................................... 5 

1.26. Court ................................................................................................................................ 5 

1.27. Cramdown Provisions .................................................................................................... 5 

1.28. Creditor ........................................................................................................................... 5 

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1.29. Debtor .............................................................................................................................. 5 

1.30. Directors .......................................................................................................................... 5 

1.31. Disclosure Statement ...................................................................................................... 5 

1.32. Disputed Claim ............................................................................................................... 6 

1.33. Disputed Creditors ......................................................................................................... 6 

1.34. Earn Out From Operations ........................................................................................... 6 

1.35. Effective Date .................................................................................................................. 6 

1.36. Estate ............................................................................................................................... 6 

1.37. Equity Interest ................................................................................................................ 6 

1.38. Executory Contracts ...................................................................................................... 6 

1.39. Final Order ..................................................................................................................... 6 

1.40. General Unsecured Claim ............................................................................................. 7 

1.41. Governmental Unit ......................................................................................................... 7 

1.42. Holder .............................................................................................................................. 7 

1.43. Impaired .......................................................................................................................... 7 

1.44. Insiders ............................................................................................................................ 7 

1.45. Litigation Proceeds ......................................................................................................... 7 

1.46. Local Rules ...................................................................................................................... 7 

1.47. Monthly Operating Reports .......................................................................................... 7 

1.48. Petition Date .................................................................................................................... 8 

1.49. Plan .................................................................................................................................. 8 

1.50. Plan Fund ........................................................................................................................ 8 

1.51. Plan Payment .................................................................................................................. 8 

1.52. Priority Cap .................................................................................................................... 8 

1.53. Priority Claim ................................................................................................................. 8 

1.54. Professional ..................................................................................................................... 8 

1.55. Professional Claim.......................................................................................................... 8 

1.56. Proponent ........................................................................................................................ 8 

1.57. Reorganized Debtor ....................................................................................................... 9 

1.58. Scheduled ........................................................................................................................ 9 

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1.59. Schedules or Amended Schedules or Schedules of Assets and 

 Liabilities or Statement of Financial Affairs ............................................................... 9 

1.60. Solicitation Procedures Order ....................................................................................... 9 

1.61. United States Trustee ..................................................................................................... 9 

1.62. United States Trustee Fees ............................................................................................ 9 

1.63. Voting Deadline ................................................................................................................ 9 

1.64. Uncontested Receivable ................................................................................................... 9 

1.65. WellCare ......................................................................................................................... 9 

1.66. Undefined Terms ............................................................................................................ 9

ARTICLE II. CLASSIFICATION OF CLAIMS AND INTERESTS ....................... 10

ARTICLE III. TREATMENT OF CLAIMS AND INTERESTS 

UNDER THE PLAN ............................................................................... 10 

General Matters Regarding Classification and Treatment of Claims ............................... 10 

3.1. Administrative Expense Claims .................................................................................. 10 

3.2 Class 1. Allowed Wage Claims. .................................................................................. 11 

3.3. Class 2. Allowed General Unsecured Claims. ............................................................ 11 

3.4. Class 3. Equity Interests of the Directors. .................................................................. 12 

3.5. Impaired Classes. ......................................................................................................... 12

ARTICLE IV. ACCEPTANCE OR REJECTION OF PLAN ..................................... 12 

4.1. Voting Classes. .............................................................................................................. 12 

4.2. Presumed Acceptance of Plan. .................................................................................... 12

ARTICLE V. FUNDING AND IMPLEMENTATION OF THIS PLAN .................. 12 

5.1. Vesting of Property of the Estate. ............................................................................... 12 

5.2. The Plan Fund. ............................................................................................................. 12 

5.3. Sources of Funding Plan Payments. ........................................................................... 13 

5.4 Events Occurring on or Before Confirmation. .......................................................... 14 

5.5. Events Occurring on or after the Effective Date ....................................................... 14 

5.6. Documents ..................................................................................................................... 14 

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5.7. Payments ....................................................................................................................... 15 

5.8. Causes of Action ........................................................................................................... 15 

5.9. Reservation of Rights Under Section 1129(b) ............................................................ 16 

5.10. No Waiver of Claims .................................................................................................... 16 

5.11. Disputed Claims............................................................................................................ 17 

5.12. Delay of Distribution on a Disputed Claim ................................................................ 17 

5.13. Settlement of Disputed Claims .................................................................................... 17 

5.14. Post-Effective Date Fees and Expenses ..................................................................... 17 

5.15. Determination of Tax Liability ................................................................................... 17

ARTICLE VI. PROVISIONS FOR EXECUTORY CONTRACTS 

 AND UNEXPIRED LEASES ................................................................. 18 

6.1. Rejected Executory Contracts and Unexpired Leases. ............................................. 18

ARTICLE VII. REQUEST FOR CONFIRMATION UNDER 11 U.S.C. § 1129(B) ... 18

ARTICLE VIII. GENERAL PROVISIONS ..................................................................... 18 

8.1. Definitions and Rules of Construction ....................................................................... 18 

8.2. Effective Date of Plan ................................................................................................... 18 

8.3. Severability. .................................................................................................................. 19 

8.4. Binding Effect ............................................................................................................... 19 

8.5. Captions......................................................................................................................... 19 

8.6. Controlling Effect ......................................................................................................... 19

ARTICLE IX. DISCHARGE, RELEASES, AND INJUNCTIONS ............................ 19 

9.1. Discharge of Debt. ........................................................................................................ 19 

9.2. Releases ......................................................................................................................... 19 

9.3. Injunction ...................................................................................................................... 20 

ARTICLE X. RETENTION OF JURISDICTION BY THE 

BANKRUPTCY COURT ....................................................................... 20

ARTICLE XI. MODIFICATIONS TO THE PLAN ..................................................... 21 

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ARTICLE XII AMENDMENT OF CLAIMS ................................................................ 22 

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PLAN OF REORGANIZATION 

CHILDREN FIRST CONSULTANTS, INC. (the “Debtor” or “Children First”), by and 

through undersigned counsel, submits and proposes the following Plan of Reorganization 

pursuant to 11 U.S.C. § 1121(b): 

ARTICLE I.

DEFINITIONS 

Except as otherwise provided in this Plan, all terms used herein shall have the meanings 

ascribed to such terms under the Bankruptcy Code, as amended, the Bankruptcy Rules, and the 

Local Bankruptcy Rules for the Southern District of Florida (the “Local Rules”). For purposes 

of this Plan, except as expressly otherwise provided or unless the context otherwise requires, all 

capitalized terms not otherwise defined shall have the meanings assigned to them in this Section 

of the Plan. The capitalized terms set forth below when used in this Disclosure Statement and 

Plan of Reorganization shall have the following meanings: 

1.1. “Administrative Claim” shall mean a Claim for payment of costs or expenses of 

administration specified in Sections 503(b) and 507(a)(1) of the Bankruptcy Code, incurred after 

the Petition Date through the Confirmation Date, including without limitation: (i) the actual, 

necessary costs and expenses of preserving the Debtor’s Estate incurred after the Petition Date; 

(ii) compensation for legal, accounting and other services and reimbursement of expenses 

awarded pursuant to Sections 330(a) or 331 of the Bankruptcy Code; and, (iii) all fees and 

charges assessed against the Debtor’s Estate pursuant to Section 1930 of Title 28 of the United 

States Code. 

1.2. “Administrative Claims Bar Date” shall mean the date which occurs thirty (30) 

days from the Confirmation Date as the last date to request payment of Administrative Claims, 

other than with respect to Professional Claims. 

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1.3. “Administrative Expenses” shall mean any Claim for payment of costs or 

expenses of administration specified in Sections 503(b) and 507(a)(1) of the Bankruptcy Code, 

incurred after the Petition Date through the Confirmation Date, including without limitation: (i) 

the actual, necessary costs and expenses of preserving the Debtor’s Estate incurred after the 

Petition Date; (ii) Professional Claims; and (iii) all fees and charges assessed against the 

Debtor’s Estate pursuant to Section 1930 of Title 28 of the United States Code. 

1.4. “Adversary Proceeding” shall mean the adversary proceeding commenced on 

June 2, 2020, by the Debtor upon the filing of a three count complaint against the Florida 

Agency for Health Care Administration wherein the Debtor requested turnover of $831,128.28 of 

uncontested receivables as property of the Estate. 

1.5. “AHCA” shall mean Agency of Healthcare Administration.

1.6. “Allow,” “Allowed,” “Allowance” or words of similar meaning shall mean with 

respect to a Claim against the Debtor’s Estate: (i) that no objection has been interposed within 

the applicable period of limitation fixed by this Plan or by the Bankruptcy Court and that such 

period of limitation has expired; or (ii) that the Claim has been allowed for purposes of payment 

by an order of the Bankruptcy Court that is no longer subject to appeal or certiorari and as to 

which no appeal or certiorari is pending. 

1.7. “Allowed Administrative Expense Claim” shall mean an Allowed Claim for 

which a Claimant asserts, and that is determined to be entitled to, priority under Sections 503 and 

507(a)(1) and (a)(2) of the Bankruptcy Code, other than Administrative Claims. 

1.8. “Allowed Claim” shall mean a Claim against the Debtor (i) allowed by a Final 

Order, (ii) Scheduled as liquidated, undisputed and non-contingent by the Debtor in their 

Schedules of Assets and Liabilities filed with the Bankruptcy Court, as they may be amended or 

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supplemented) or (iii) timely filed with the Clerk of the Bankruptcy Court and to which no 

objection has been made to the allowance thereof within a time fixed by the Bankruptcy Court 

and the Claim is not otherwise a Disputed Claim. 

1.9. “Allowed Unsecured Claim” shall mean an Allowed Claim which arose or 

which is deemed to have arisen prior to the filing of the Petition commencing these Proceedings 

and as to which the Claimant has not asserted, or as to whom it is determined by Final Order 

does not hold, a valid, perfected and enforceable lien, security interest or other interest in or 

encumbrance against property of the Debtor or a right of setoff to secure the payment of such 

Claim, but excluding unsecured Claims previously paid in the Proceedings pursuant to 

agreements approved by the Bankruptcy Court. 

1.10. “Assets” shall mean the aggregate assets, of any kind, of the Debtor and its Estate 

as more specifically defined in section 541 of the Bankruptcy Code. 

1.11. “Avoidance Action” shall mean potentially avoidable transfers pursuant to 

11 U.S.C. §§ 544, 547, 548, and 549. 

1.12. “Ballot” shall mean the Ballot accompanying this Plan or Order Approving the 

Disclosure Statement, upon which holders of Impaired Claims entitled to vote on this Plan shall 

indicate their acceptance or rejection of his Plan in accordance with the instructions regarding 

voting. 

1.13. “Bankruptcy Code” (the “Code”) shall mean Title 11 of the United States Code, 

which governs the Chapter 11 Case of the Debtor. 

1.14. “Bankruptcy Court” (the “Court”) shall mean the United States Bankruptcy 

Court for the Southern District of Florida, Miami Division, or any other court exercising 

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competent jurisdiction over the Chapter 11 Case or any proceeding arising in or related to the 

Chapter 11 Case. 

1.15. “Bankruptcy Rules” shall mean the Federal Rules of Bankruptcy Procedure and 

the local rules of the Bankruptcy Court (including any applicable local rules of the United States 

District Court for the Southern District of Florida), as now in effect or hereafter amended. 

1.16. “Cause(s) of Action” shall mean any and all causes of action to recover funds for 

the benefit of the Estate. 

1.17. “Chapter 11 Case” or this “Case” shall mean the proceeding under Chapter 11 of 

the Bankruptcy Code under case number 19-25286-BKC-RAM. 

1.18. “Claim” shall have the meaning provided for such term in Section 101(5) of the 

Bankruptcy Code. 

1.19. “Claimant,” “Claimholder” or “Creditor” shall mean the holder of a Disputed 

Claim or Allowed Claim, as the case may be. 

1.20. “Claimholder” shall mean a creditor of the Estate whose Claim is not a Disputed 

Claim and who is entitled to vote on the Plan. 

1.21. “Claims Bar Date” shall mean March 16, 2020, which is the date set by the 

Bankruptcy Court as the last day for filing a proof of Claim for all creditors except a 

governmental unit against the Debtor. 

1.22. “Class” shall mean a group of Claims or Interests consisting of Claims or 

Interests which are substantially similar to each other as classified pursuant to the Plan in 

accordance with Section 1122 of the Bankruptcy Code. 

1.23. “Confirmation” or “Confirmation Date” shall mean the date on which the 

Confirmation Order is entered on the Bankruptcy Court’s docket.

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1.24. “Confirmation Hearing” shall mean the hearing conducted by the Bankruptcy 

Court under Section 1128 of the Bankruptcy Code wherein the Bankruptcy Court shall consider 

confirmation of this Plan, in accordance with Section 1129 of the Bankruptcy Code, as the same 

may be continued from time to time. 

1.25. “Confirmation Order” shall mean the Final Order of the Bankruptcy Court 

confirming this Plan pursuant to Section 1129 of the Bankruptcy Code. 

1.26. “Court” shall mean the United States Bankruptcy Court Southern District of 

Florida, Miami Division. 

1.27. “Cramdown Provisions” shall mean in the event that any Impaired Class of 

Claimholders with Claims against the Debtor fail to accept the Plan in accordance with § 1129(a) 

of the Bankruptcy Code, the Debtor will request the Bankruptcy Court to confirm the Plan in 

accordance with § 1129(b) of the Bankruptcy Code.

1.28. “Creditor” shall mean any person or entity that is a holder of a Claim against the 

Debtor. 

1.29. “Debtor” shall mean CHILDREN FIRST CONSULTANTS, INC.. 

1.30. “Directors” shall mean (i) Sofia Aneas, LMHC, BCBA, (ii) Oxana 

Garkavchenko, LMHC, BCBA and (iii) Yudelkys San Juan Machin, BCBA, each owning a 

33.3% equity interest in the Debtor. 

1.31. “Disclosure Statement” shall mean the Disclosure Statement for the Plan of 

Reorganization proposed by Debtor pursuant to Section 1125 of the Bankruptcy Code, as such 

Disclosure Statement may be amended, modified or supplemented from time to time (and all 

exhibits and schedules attached thereto or referred to therein). 

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1.32. “Disputed Claim” shall mean: (i) a liability scheduled on the Schedules or the

Amended Schedules as disputed, contingent or unliquidated; or, (ii) a timely filed proof of Claim 

against which an objection is pending, or is filed within the deadline provided in this Plan and 

which Claim has not been Allowed by order of the Bankruptcy Court. 

1.33. “Disputed Creditors” shall refer to those Creditors with disputed Claims that 

have been so designated on Schedule F.

1.34. “Earn Out From Operations” shall mean the net disposable income of the 

Debtor for the full fiscal year following the first distribution under the Plan after payment of all 

ordinary course of business expenses and the establishment of a reserve for three months of 

operations.

1.35. “Effective Date” shall mean the date on which distributions to Creditors shall

commence after the entry of the Confirmation Order. The Effective Date in this case shall take 

place thirty (30) days after the entry of the Confirmation Order. 

1.36. “Estate” shall mean the Estate created by Section 541 of the Bankruptcy Code 

upon the Debtor’s filing of the Petition with the Bankruptcy Court in this Proceeding. 

1.37. “Equity Interest” shall mean a share of stock, warrant or right, other than a right 

to convert, to purchase, sell, or subscribe to a share, security, or interest in the Debtor, as more 

specifically defined in Section 101(16) of the Bankruptcy Code.

1.38. “Executory Contracts” shall mean all contracts, oral or written, to which the 

Debtor is a party and which are executory within the meaning of Section 365 of the Bankruptcy 

Code. 

1.39. “Final Order” shall mean an order or judgment of the Bankruptcy Court that is 

appealable of right to the United States District Court for the Southern District of Florida 

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pursuant to Section 158(a) of Title 28, United States Code, whether or not an appeal can be 

timely taken, is taken, or is pending, unless the order is stayed pending appeal, and whether or 

not a timely motion is filed under Bankruptcy Rules 7052(b) or 9023. 

1.40. “General Unsecured Claim” shall mean any Claim against the Estate of the 

Debtor other than an Administrative Claim or a Priority Claim. 

1.41. “Governmental Unit” shall have the meaning set forth in Section 101(27) of the 

Bankruptcy Code. 

1.42. “Holder” shall mean a creditor of the Estate whose Claim is not a Disputed 

Claim and who is entitled to vote on the Plan. 

1.43. “Impaired” shall mean that the Holder of such Allowed Claim will not receive a 

one hundred (100%) percent distribution on account of such Claim. 

1.44. “Insiders” shall have the meaning given such term in Section 101(31)(B) of the 

Bankruptcy Code: (i) a director of the debtor; (ii) an officer of the debtor; (iii) a person in control 

of the debtor; (iv) a partnership in which the debtor is a general partner; (v) a general partner of 

the debtor; or (vi) a relative of a general partner, director, officer, or person in control of the 

debtor. 

1.45. “Litigation Proceeds” shall mean the expected proceeds of the litigation to 

recover accounts receivable which are expected to arrive in two segments; first from the payment 

of Claims by AHCA and second, from Wellcare. 

1.46. “Local Rules” ” shall mean the Local Bankruptcy Rules for the Southern District 

of Florida. 

1.47. “Monthly Operating Reports” ” shall mean the small business debtor monthly 

operating reports filed by the Debtor in the Chapter 11 Case.

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1.48. “Petition Date” shall mean the date that the voluntary petition was filed in this 

Case, which date was November 13, 2019. 

1.49. “Plan” shall mean Debtor’s Plan of Reorganization in its entirety, together with 

all addenda, exhibits, schedules and other attachments thereto, in its present form or as it may be 

modified, amended or supplemented from time to time. 

1.50. “Plan Fund” shall mean such sums available for payment of Allowed Claims 

under this Plan. 

1.51. “Plan Payment” shall mean disbursements contemplated in the Plan. 

1.52. “Priority Cap” shall mean the maximum wage amount described in Section 

507(a)(4) of $13,650.00. 

1.53. “Priority Claim” shall mean a Claim entitled to priority under Section 507(a)(9) 

of the Bankruptcy Code. 

1.54. “Professional” shall mean a person or entity (a) employed in the Chapter 11 Case 

pursuant to a Final Order in accordance with Section 327, 328, or 1103 or otherwise of the 

Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, 

pursuant to Sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code or (b) for which 

compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to Section 

503(b)(4) of the Bankruptcy Code. 

1.55. “Professional Claim” shall mean the Claim of any legal counsel, accountant, 

consultant, financial advisor, or other Professional entitled to such Claim pursuant to Sections 

327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for services rendered before the 

Effective Date. 

1.56. “Proponent” shall mean the Debtor. 

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1.57. “Reorganized Debtor” shall mean the Debtor in its restructured and reorganized 

form as of the entry of the Confirmation Order. 

1.58. “Scheduled” shall mean as set forth in the Debtor’s Schedules of Assets and 

Liabilities. 

1.59. “Schedules” or “Amended Schedules” or “Schedules of Assets and Liabilities” 

or “Statement of Financial Affairs” shall mean the Schedules and any Amended Schedules 

filed or which may be filed by the Debtor in this Chapter 11 Case. 

1.60. “Solicitation Procedures Order” ” shall mean the order which sets forth the 

solicitation procedures in this Chapter 11.

1.61. “United States Trustee” shall mean the Assistant United States Trustee for the 

Southern District of Florida. 

1.62. “United States Trustee Fees” shall mean the quarterly fee payments due under 

28 U.S.C. § 1930(a)(6), to be paid to the United States Trustee System Fund at Treasury in each 

case under chapter 11 (except small business cases under Subchapter V of chapter 11) for each 

calendar quarter, or portion thereof, between the date a bankruptcy petition is filed and the date 

the court enters a final decree closing the case, dismisses the case, or converts the case to another 

chapter in bankruptcy. 

1.63. “Voting Deadline” shall mean ________, 2020 5:00 p.m. Eastern Daylight Time. 

1.64. “Uncontested Receivable” shall mean $831,128.28 of uncontested receivables 

owed by AHCA which are the subject of the Adversary Proceeding.

1.65. “Wellcare” shall mean Wellcare Health Plans, Inc. 

1.66. “Undefined Terms” shall mean that a term used but not defined herein shall have 

the meaning given to it by the Bankruptcy Code or the Bankruptcy Rules, if used therein. 

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ARTICLE II.

CLASSIFICATION OF CLAIMS AND INTERESTS

2.1 All Claims against the Debtor of whatever nature, whether or not scheduled, 

liquidated or unliquidated, absolute or contingent, including all Claims arising from transactions 

of the Debtor or rejection of executory contracts and/or unexpired leases, whether resulting in an 

Allowed Claim or not, shall be bound by the provisions of the Plan. With the exception of 

Administrative Claims, which are unclassified pursuant to 11 U.S.C. § 1123(a)(1), Claims 

against the Debtor is classified as follows: 

CLASS CLASS 

DESCRIPTION 

IMPAIRMENT VOTE 

ENTITLEMENT 

Unclassified Allowed Administrative Expense Claims, 

including Professionals Claims, for costs or 

expenses of administering the Debtor’s case, 

which are allowed under Section 503(b) of the 

Bankruptcy Code and fees payable to the Clerk 

of the Bankruptcy Court and the Office of the 

United States Trustee that were incurred during 

the course of the case. 

Unimpaired Not entitled to vote 

Class 1 Allowed Wage Claims Impaired Entitled to vote 

Class 2 Allowed General Unsecured Claims Impaired Entitled to vote 

Class 3 Equity Interests of the Directors Unimpaired Not entitled to vote 

ARTICLE III.

TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN 

General Matter Regarding Classification and Treatment of Claims. Except to the 

extent the holder of an Allowed Claim or Allowed Interest against the Debtor agrees to accept 

different but lesser treatment, the treatment of Allowed Claims and Allowed Interests shall be as 

follows: 

3.1. Administrative Expense Claims. Each holder of an Allowed Administrative 

Expense Claim under § 503 of the Code will be paid upon receipt of the potential Litigation 

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Proceeds arising out of the Debtor’s demand for payment of accounts receivable asserted against 

the Agency for Healthcare Administration of Florida (“AHCA”). Should the Reorganized Debtor 

chose to proceed to a second round of litigation against AHCA and/or Wellcare Health Plans, 

Inc. (“Wellcare”), a sufficient amount of the Litigation Proceeds, to be determined at that time, 

shall be set aside to fund actual projected litigation expenses. All Administrative Expense Claims 

incurred in the ordinary course of the Debtor’s business, including without limitation, employee 

wages, utilities, and taxes, shall be paid by the Debtor or Reorganized Debtor in the ordinary 

course of business pursuant to customary terms and due dates. 

3.2. Class 1. Allowed Wage Claims. In light of their material and substantial 

contribution to the Debtor’s business operations and going concern value, the Debtor shall treat 

the Claims of its independent contractors as Priority Claims commensurate with the wage Claims 

of the Debtor’s W-2 employees. Consistent with Section 507(a)(4), the Allowed Wage Claims 

shall receive a pro rata distribution in an amount of up to 100% of $13,650.00 (the “Priority 

Cap”). Any holders of Allowed Wage Claims whose total allowed Claim exceeds the Priority 

Cap shall participate in distributions to Class 2 Allowed General Unsecured Claims. Class 1 is 

Impaired and Claimants other than Insiders are entitled to vote.

3.3. Class 2. Allowed General Unsecured Claims. After payment of allowed 

Administrative Expense Claims and Class 1 Allowed Wage Claims, Allowed General Unsecured 

Claims (including Allowed Wage Claims above the Priority Cap) shall receive a pro rata 

distribution from the balance of the Plan Fund. Class 2 is Impaired and Claimants other than 

Insiders are entitled to vote.

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3.4. Class 3. Equity Interests of the Directors. Class 3 consists of the equity 

interests in the Debtor, which are owned by the Directors and are retained under the Plan. Class 

3 Claimants are unimpaired and not entitled to vote. 

3.5. Impaired Classes. The following classes are Impaired and entitled to vote on the 

Plan: Class 1 and Class 2. 

ARTICLE IV.

ACCEPTANCE OR REJECTION OF PLAN 

4.1. Voting Classes. Each holder of an Allowed Claim in Class 1 and 2 shall be 

entitled to vote to accept or reject this Plan. 

4.2. Presumed Acceptance of Plan. Class 3 is conclusively presumed to have 

accepted this Plan or are otherwise not entitled to vote. 

ARTICLE V. 

FUNDING AND IMPLEMENTATION OF THIS PLAN 

5.1. Vesting of Property of the Estate. On the Effective Date, property of the 

Debtor, not otherwise disposed of under the Plan, shall vest with the Reorganized Debtor.

5.2. The Plan Fund. The Plan shall be funded from the following sources (the “Plan 

Fund”): (a) recoveries obtained from the Litigation Proceeds after payment of Allowed 

Administrative Claims and a set aside of a reserve for litigation costs in the event that the 

Reorganized Debtor elects to proceed with further litigation against AHCA or 

Wellcare, and (b) an “earn out” distribution from the Debtor’s operations after the first full fiscal 

year that follows the year in which the first distributions under the Plan are made (the “Earn Out 

From Operations”). The term “Earn Out From Operations” shall mean the net disposable 

income of the Debtor for the full fiscal year following the first distribution under the Plan after 

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payment of all ordinary course of business expenses and the establishment of a reserve for three 

months of operations.

5.3. Sources of Funding Plan Payments. The Plan Fund shall be funded through two 

sources (i) the Litigation Proceeds and (ii) an Earn Out From Operations. The Earn Out From 

Operations component will arise out of the Debtor’s provision of services to clients enrolled in 

private insurance plans, including but not limited to; Cigna, Aetna, Florida Blue, Tricare and 

United Healthcare. The Litigation Proceeds are expected to arrive in two segments; first from 

the payment of Claims by AHCA and second, from Wellcare. The anticipated payout of 

Litigation Proceeds from the litigation against AHCA is expected to be sufficient to satisfy 

Allowed Administrative Expense Claims, Allowed Wage Claims, establish a working capital 

reserve and fund a small portion of the Class 2 General Unsecured Claims. The second round of 

litigation with Wellcare is expected to provide an additional payment to Class 2 General 

Unsecured Claims. For illustrative purposes, if the Debtor recovers $1 million of Litigation 

Proceeds, approximately 50% of that amount shall be used to satisfy Allowed Administrative 

Expense Claims.1 The remaining $500,000.000 shall be used first to satisfy Class 1 Allowed 

Wage Claims up to the priority amount with the balance paid to Class 2 Allowed General 

Unsecured Claims, after the establishment of a working capital reserve. The Reorganized 

Debtor, as reorganized, will retain and will be vested in all property of the Estate, excepting 

property which is to be disposed of as provided herein and executory contracts which are 

rejected pursuant to this Plan. Sofia Aneas will continue as President of the Reorganized 

Debtor. The retained Estate property shall be used by the Debtor in the ordinary course of its 

 

1

 Special Litigation Counsel, Christopher David, Esq’s employment was approved on a contingency fee basis in the 

amount of 35%. The law firm of Agentis, General Counsel for the Debtor, has not yet filed a fee application in this 

matter and has not otherwise received compensation for its services at this time. 

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business, which will continue to be the operation of the corporation providing behavioral 

analysis services to children with developmental disabilities, including but not limited to; 

autism, down syndrome, attention deficit hyperactivity disorder (ADHD), depression, anxiety 

and other conduct and behavioral issues in its present form, or as may be expanded or modified 

in the business judgment of the Reorganized Debtor. 

5.4. Events Occurring on or Before Confirmation. The following events shall 

occur on or before the Confirmation Date: the Debtor shall continue to operate its business, 

provide behavioral analysis services to clients and collect payments for services rendered in the 

ordinary course of its business. The Debtor shall also commence litigation in the Circuit Court 

of Leon County against AHCA for breach of contract and associated damages. In addition, the 

Debtor shall continue to comply with the various other orders entered by the Bankruptcy Court 

during the course of its case.

5.5. Events Occurring on or after the Effective Date. The following events shall 

occur on or after the Effective Date: the Debtor shall continue operations and shall commence 

the payments provided for in this Plan. All property of the Debtor and the Debtor’s Estate shall 

vest in the Reorganized Debtor, and the Reorganized Debtor shall continue in the ordinary 

course of business.

5.6. Documents. All necessary documents for the implementation of this Plan shall 

be executed and delivered by the Debtor, when possible, on or before the Effective Date. To the 

extent that the Debtor or any party in interest herein is unable to agree on the form or substance 

of such documents, such unresolved issues shall be submitted to the Court. Upon execution and 

delivery, all such documents shall be binding on the Debtor and Reorganized Debtor and all 

other parties subject to such documents.

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5.7. Payments. On or as soon as practicable after the Effective Date and upon receipt 

of the Litigation Proceeds, the Debtor shall commence payment of all amounts required to be 

paid pursuant to Article III of this Plan. 

5.8. Causes of Action. The Debtor reserves the right to commence or continue to 

prosecute any and all Causes of Action which are unresolved during the pendency of this 

Bankruptcy Case. The Debtor has reviewed its books and records and is not aware of any other 

Claim or Cause of Action accruing to the Debtor, other than the collection of accounts receivable 

against AHCA and Wellcare, in the ordinary course of business, including any rights and Claims 

appurtenant thereto. The Debtor does not have the financial wherewithal to conduct a 

fulsome Avoidance Action analysis pursuant to Section 544 of the Bankruptcy Code. To the 

extent any Avoidance Actions exist, the Debtor believes that the targets would likely be the 

Debtor’s current creditors. Accordingly, the Debtor specifically abandons any and all 

potential Avoidance Actions. 

Except to the extent any rights, Claims, Causes of Action defenses, and counterclaims are 

expressly and specifically released in connection with this Plan or in any settlement agreement 

approved during the Bankruptcy Case: (i) any and all Causes of Action or Claims accruing to the 

Debtor or the Estate shall remain assets of and vest in the Reorganized Debtor whether or not 

litigation relating thereto is pending on the Effective Date, and whether or not any such Claims 

or Causes of Action have been listed or referred to in the Plan, the Disclosure Statement, or any 

other document filed with the Court, and the Debtor does not waive, release, relinquish, forfeit, 

or abandon (nor shall it be estopped or otherwise precluded or Impaired from asserting) any 

Claims, Causes of Action, or defenses that constitute property of the Estate. 

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5.9. Reservation of Rights under Section 1129(b). The Debtor expressly reserves 

the right, pursuant to Section 1129(b) of the Bankruptcy Code, to request that the Court confirm 

this Plan if all of the applicable requirements of Section 1129(a) of the Bankruptcy Code have 

been met, other than those of Section 1129(a)(8). Section 1129(b) of the Bankruptcy Code 

provides that the Plan may be confirmed by the Court despite not being accepted by every 

Impaired Class if (i) at least one Impaired Class of Claim has accepted the Plan, and (ii) the 

Court finds that the Plan does not discriminate unfairly and is fair and equitable to the rejecting 

Classes. Among other things, such a finding would require a determination by the Court that no 

holder of an Allowed Claim junior to the rejecting Class will receive or retain any property or 

payment under the Plan. In connection with such a request the Debtor may seek permission to 

modify the Plan. Further, the Debtor reserves the right, pursuant to Section 1126(e) of the 

Bankruptcy Code, to request that the Court strike any rejection of the Plan by any holder of a 

Claim where such rejection is not in good faith. 

5.10. No Waiver of Claims: Neither the failure to list a Claim in the Schedules 

filed by the Debtor, the failure of the Debtor or any other Person to object to any Claim for 

purposes of voting, the failure of the Debtor or any other person to object to a Claim or 

Administrative Expense before Confirmation or the Effective Date, the failure of any 

person to assert a Claim or Cause of Action before Confirmation or the Effective Date, the 

absence of a proof of Claim having been filed with respect to a Claim, nor any action or 

inaction of the Debtor or any other person with respect to a Claim or Administrative 

Expense, other than a legally effective express waiver or release, shall be deemed a waiver 

or release of the right of the Debtor before or after solicitation of votes on the Plan or 

before or after Confirmation or the Effective Date to (a) object to or examine such Claim 

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or Administrative Expense, in whole or in part or (b) retain an either assign or exclusively 

assert, pursue, prosecute, utilize, otherwise act or otherwise enforce any Claim or Cause of 

Action against the holder of any such Claim. 

5.11. Disputed Claims. At the time the Debtor distributes payment to a Class in which 

a member holds a disputed Claim, the Debtor shall deposit into an escrow account the amount to 

which a disputed Claimant would be entitled if its Claim were allowed in full. Within thirty (30) 

days after a disputed Claim becomes an allowed Claim, the pro rata distribution which should 

have been disbursed to that Claimant had such Claim been an allowed Claim on the date of 

distribution, shall be paid to such Claimant. Once all disputed Claims have been adjudicated, to 

the extent that the amounts reserved for payment relating to those Claims exceed the amount of 

such Claims as ultimately allowed, such excess shall be returned to the Reorganized Debtor. 

5.12. Delay of Distribution on a Disputed Claim. No distribution will be made on 

account of a disputed Claim unless such Claim is allowed by a final non-appealable order. 

5.13. Settlement of Disputed Claims. The Debtor will have the power and authority 

to settle and compromise a disputed Claim with court approval and compliance with Rule 9019 

of the Federal Rules of Bankruptcy Procedure. 

5.14. Post-Effective Date Fees and Expenses. From and after the Effective Date, the 

Reorganized Debtor shall, in the ordinary course of its business be authorized to pay the 

reasonable fees and expenses of Professional persons thereafter incurred, including, without 

limitation, those fees and expenses incurred in connection with the implementation and 

consummation of the Plan. 

5.15. Determination of Tax Liability. The Debtor or Reorganized Debtor, as the case 

may be, may seek determination of any tax liabilities pursuant to 11 U.S.C. § 505. 

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ARTICLE VI. 

PROVISIONS FOR EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

6.1 Rejected Executory Contracts and Unexpired Leases. The Debtor has no 

unexpired leases, however, the Debtor currently has 89 independent contractor agreements with 

therapists. All executory contracts are deemed rejected upon entry of the order confirming this 

Plan, unless otherwise expressly assumed. The Debtor reserves the right to file motions for the 

assumption at any time prior to the Confirmation Date and to prosecute any such motion to entry 

of a Final Order anytime thereafter. 

ARTICLE VII. 

REQUEST FOR CONFIRMATION UNDER 11 U.S.C. § 1129(B)

In the event any Impaired class of Claims or Interests does not accept the Plan, the 

Debtor requests that the Court nevertheless confirm its Plan under the provisions of 11 U.S.C. § 

1129(b). 

ARTICLE VIII.

GENERAL PROVISIONS 

8.1. Definitions and Rules of Construction. The definitions and rules of 

construction set forth in §§ 101 and 102 of the Bankruptcy Code shall apply when terms defined 

or construed in the Bankruptcy Code are used in this Plan, and they are supplemented by the 

definitions in Article I. 

8.2. Effective Date of Plan. The effective date of this Plan is thirty (30) days 

following the date of the entry of the Confirmation Order (the “Effective Date”). However, if a 

stay of the Confirmation Order is in effect on that date, the Effective Date will be the first 

business day after that date on which no stay of the Confirmation Order is in effect, provided that 

the Confirmation Order has not been vacated. 

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8.3. Severability. If any provision in this Plan is determined to be unenforceable, the 

determination will in no way limit or affect the enforceability and operative effect of any other 

provision of this Plan. 

8.4. Binding Effect. The rights and obligations of any entity named or referred to in 

this Plan will be binding upon, and will inure to the benefit of the successors or assigns of such 

entity. 

8.5. Captions. The headings contained in this Plan are for convenience of reference 

only and do not affect the meaning or interpretation of this Plan. 

8.6. Controlling Effect. Unless a rule of law or procedure is supplied by federal law 

(including the Code or the Federal Rules of Bankruptcy Procedure), the laws of the State of 

Florida govern this Plan and any agreements, documents, and instruments executed in connection 

with this Plan, except as otherwise provided in this Plan. 

ARTICLE IX. 

DISCHARGE, RELEASES, AND INJUNCTIONS 

9.1. Discharge of Debt. Upon the Effective Date, the Debtor shall be fully and 

completely discharged to the fullest extent permitted by Sections 1141 and 524 of the 

Bankruptcy Code, from all Claims, debts and liabilities against the Debtor arising before the 

Effective Date, except as specifically provided for by the Plan. 

9.2. Releases. As of the Effective Date, except for the Debtor’s express 

obligations respecting distributions herein and Claims reserved by the Debtor to be 

pursued under the Plan, the Debtor and the Reorganized Debtor are hereby released and 

discharged from any and all Claims, causes of action, demands, liabilities, losses, damages, 

whether known or unknown, under federal, state or other law, that arose after the Petition 

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Date and prior to the Effective Date in connection with any matter arising from or relating 

to the Debtor. 

9.3. Injunction. Commencing on the Effective Date, all persons who hold or who

have held a Claim or Interest in the Debtor shall be permanently enjoined from commencing or 

continuing any action, employment of process, or act to collect, offset, avoid or recover any 

Claim against the Debtor, except as otherwise provided under the Plan. 

ARTICLE X.

RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT 

The Bankruptcy Court shall retain jurisdiction of these proceedings after the 

Confirmation Date of this Plan until the Confirmation Date for the following purposes: 

a. To enable the Debtor to consummate the Plan and any amended or 

modified Plan and to resolve any disputes arising with respect thereto; 

b. To enable the Debtor to consummate any and all proceedings that it may 

bring prior to the entry of the Confirmation Order; 

c. To determine all controversies relating to or concerning the classification, 

subordination, allowance, valuation or satisfaction of Claims; 

d. To liquidate or estimate for purposes of allowance all contested, 

contingent or unliquidated Claims; 

e. To determine the validity, extent and priority of all liens, if any, against 

property of the Estate; 

f. To determine all assertions or an ownership interest in, the value of, or 

title to, any property of the Estate; 

g. To determine all objections to Administrative Claims; 

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h. To determine all (1) adversary proceedings, contested or litigation matters 

brought before the Bankruptcy Court; and, (2) any and all Claims or Causes of Action asserted 

by the Debtor, either by and through the Debtor or Reorganized Debtor; 

i. Without limiting the generality of the preceding paragraph, to determine 

any Avoidance Action brought by the Debtor; 

j. To determine all controversies arising out of any purchase, sale, or 

contract made or undertaken by the Debtor prior to the Confirmation Date; 

k. To enforce all agreements assumed, if any, and to recover all property of 

the Estate, wherever located; 

l. To determine any tax liability of the Estate in connection with the Plan, 

actions taken, distributions or transfers made thereunder; 

m. To enforce any and all injunctions created pursuant to the terms of the 

Plan; 

n. To modify the Plan or to remedy any defect or omission or reconcile any 

inconsistencies in the Plan either before or after the entry of the Confirmation Order; 

o. To hear and determine all controversies, suits, and disputes that may arise 

in connection with the interpretation or enforcement of the Plan; 

p. To make such orders as are necessary or appropriate to carry out the 

provisions of the Plan. 

ARTICLE XI. 

MODIFICATIONS TO THE PLAN 

The Debtor may propose amendments or modifications to the Plan at any time prior to 

the Confirmation Date without leave of the Bankruptcy Court. After the Confirmation Date 

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parties- in-interest may, with Bankruptcy Court approval and so long as it does not materially or 

adversely affect the interests of Creditors, remedy any defect or omission or reconcile any 

inconsistencies in the Plan or in the Confirmation Order in such manner as may be necessary to 

carry out the purposes and intent of the Plan. 

ARTICLE XII 

AMENDMENT OF CLAIMS 

Claimants shall not be permitted to amend or otherwise modify any Claim after the 

Confirmation Date without leave of the Bankruptcy Court, unless the Claimant has specifically 

reserved a right to amend its Claim. 

Respectfully submitted on September 8, 2020 

By: /s/ Sofia Aneas 

Sofia Aneas 

President of Children First Consultants, Inc. 

By: /s/ Nicole Grimal Helmstetter 

Nicole Grimal Helmstetter, Esq. 

Attorneys for the Plan Proponent 

Florida Bar Number 86937 

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Exhibit “B”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 97 of 131
8/26/2020 CM/ECF LIVE - U.S. Bankruptcy Court:flsb

https://ecf.flsb.uscourts.gov/cgi-bin/SearchClaims.pl?791359020612313-L_1_0-1 1/2

Southern District of Florida

Claims Register

19-25286-RAM Children First Consultants, Inc. 

Judge: Robert A Mark Chapter: 11

Office: Miami Last Date to file claims: 03/16/2020

Trustee: Last Date to file (Govt): 05/11/2020

Creditor: (95440375) 

Melinda Clark LLC

547 NE 58th street

Miami, FL 33137 

Claim No: 1

Original Filed Date: 11/26/2019

Original Entered Date: 11/26/2019

Status:

Filed by: CR 

Entered by: admin 

Modified:

Amount claimed: $13200.00 

History:

Details 1-1 11/26/2019 Claim #1 filed by Melinda Clark LLC, Amount claimed: $13200.00 (admin)

Description:

Remarks:

Creditor: (95669738) 

Magali Martinez Ramirez

FairLaw Firm

7300 N. Kendall Drive

Suite 450

Miami, FL 33156 

Claim No: 2

Original Filed Date: 04/24/2020

Original Entered Date: 04/24/2020

Status:

Filed by: CR 

Entered by: admin 

Modified:

Amount claimed: $33377.99 

 Priority claimed: $18526.50 

History:

Details 2-1 04/24/2020 Claim #2 filed by Magali Martinez Ramirez, Amount claimed: $33377.99 (admin)

Description:

Remarks:

Creditor: (95703428) 

Polsinelli PC

Attn: Accounting Dept/Bankruptcy

900 W 48th PL, Suite 900

Kansas City, MO 64112 

Claim No: 3

Original Filed Date: 05/20/2020

Original Entered Date: 05/20/2020

Status:

Filed by: CR 

Entered by: Henry H Bolz 

Modified:

Amount claimed: $9288.99 

History:

Details 3-1 05/20/2020 Claim #3 filed by Polsinelli PC, Amount claimed: $9288.99 (Bolz, Henry)

Description: (3-1) Legal Services Provided

Remarks:

Claims Register Summary

Case Name: Children First Consultants, Inc. 

Case Number: 19-25286-RAM

Chapter: 11

Date Filed: 11/13/2019

Total Number Of Claims: 3

Total Amount Claimed* $55866.98 

Total Amount Allowed* 

*Includes general unsecured claims

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 98 of 131
8/26/2020 CM/ECF LIVE - U.S. Bankruptcy Court:flsb

https://ecf.flsb.uscourts.gov/cgi-bin/SearchClaims.pl?791359020612313-L_1_0-1 2/2

The values are reflective of the data entered. Always refer to claim documents for actual amounts.

Claimed Allowed

Secured

Priority $18526.50 

Administrative

PACER Service Center

Transaction Receipt

08/26/2020 09:16:13

PACER

Login: Agentis1:3197354:5794928 ClientCode: 2185.001

Description: Claims Register Search

Criteria:

19-25286-RAM

Filed or Entered

From: 1/1/1990

Filed or Entered To:

8/26/2020

Billable

Pages: 1 Cost: 0.10

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 99 of 131
Exhibit “C”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 100 of 131
Fill in this information to identify the case:

Debtor name Children First Consultants, Inc.

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-25286

 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

2. Cash on hand $0.00

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. JP Morgan Chase Checking Account 7151 $8,381.53

4. Other cash equivalents (Identify all)

5. Total of Part 1. $8,381.53

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?

 No. Go to Part 4.

 Yes Fill in the information below.

11. Accounts receivable

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

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

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Debtor Children First Consultants, Inc. Case number (If known) 19-25286

Name

11a. 90 days old or less: 193,573.00 - 0.00 = .... $193,573.00

face amount doubtful or uncollectible accounts

11a. 90 days old or less: 22,259.54 - 22,259.54 = .... $0.00

face amount doubtful or uncollectible accounts

11b. Over 90 days old: 1,311,964.89 - 0.00 =.... $1,311,964.89

face amount doubtful or uncollectible accounts

12. Total of Part 3. $1,505,537.89

Current value on lines 11a + 11b = line 12. Copy the total to line 82.

Part 4: Investments

13. Does the debtor own any investments?

 No. Go to Part 5.

 Yes Fill in the information below.

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.

General description Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

39. Office furniture

40. Office fixtures

41. Office equipment, including all computer equipment and

communication systems equipment and software

Office Equipment - See attached Exhibit "B-41" $1,190.00 Liquidation $1,190.00

42. Collectibles Examples: Antiques and figurines; paintings, prints, or other artwork;

books, pictures, or other art objects; china and crystal; stamp, coin, or baseball card

collections; other collections, memorabilia, or collectibles

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

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 102 of 131 Case 19-25286-RAM Doc 25 Filed 11/27/19 Page 4 of 47
Debtor Children First Consultants, Inc. Case number (If known) 19-25286

Name

43. Total of Part 7. $1,190.00

Add lines 39 through 42. Copy the total to line 86.

44. Is a depreciation schedule available for any of the property listed in Part 7?

 No

 Yes

45. Has any of the property listed in Part 7 been appraised by a professional within the last year?

 No

 Yes

Part 8: Machinery, equipment, and vehicles

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

 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.

55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest

Description and location of

property

Include street address or other

description such as Assessor

Parcel Number (APN), and type

of property (for example,

acreage, factory, warehouse,

apartment or office building, if

available.

Nature and

extent of

debtor's interest

in property

Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

55.1. Month to Month

Office Lease

5246 SW 8th Street,

Suite 208-D

Coral Gables, Florida

33134 Lessee $0.00 N/A $0.00

56. Total of Part 9. $0.00

Add the current value on lines 55.1 through 55.6 and entries from any additional sheets.

Copy the total to line 88.

57. Is a depreciation schedule available for any of the property listed in Part 9?

 No

 Yes

58. Has any of the property listed in Part 9 been appraised by a professional within the last year?

 No

 Yes

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.

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

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 103 of 131 Case 19-25286-RAM Doc 25 Filed 11/27/19 Page 5 of 47
Debtor Children First Consultants, Inc. Case number (If known) 19-25286

Name

General description Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

60. Patents, copyrights, trademarks, and trade secrets

61. Internet domain names and websites

Internet Domain Name and Website

www.childrenfirstconsultant.com $0.00 $0.00

62. Licenses, franchises, and royalties

63. Customer lists, mailing lists, or other compilations

64. Other intangibles, or intellectual property

65. Goodwill

66. Total of Part 10. $0.00

Add lines 60 through 65. Copy the total to line 89.

67. Do your lists or records include personally identifiable information of customers (as defined in 11 U.S.C.§§ 101(41A) and 107?

 No

 Yes

68. Is there an amortization or other similar schedule available for any of the property listed in Part 10?

 No

 Yes

69. Has any of the property listed in Part 10 been appraised by a professional within the last year?

 No

 Yes

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.

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

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 104 of 131 Case 19-25286-RAM Doc 25 Filed 11/27/19 Page 6 of 47
Debtor Children First Consultants, Inc. Case number (If known) 19-25286

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 $8,381.53

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

82. Accounts receivable. Copy line 12, Part 3. $1,505,537.89

83. Investments. Copy line 17, Part 4. $0.00

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. $1,190.00

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 $1,515,109.42 + 91b. $0.00

92. Total of all property on Schedule A/B. Add lines 91a+91b=92 $1,515,109.42

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

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 105 of 131 Case 19-25286-RAM Doc 25 Filed 11/27/19 Page 7 of 47
Items Quantity Purchase Price Actual Value

Office Supplies/File Folders 230 940.70 $ 460.00 $ 

File Cabinets 8 800.00 $ 400.00 $ 

HP Desktop Computer 1 500.00 $ 150.00 $ 

Brother Printer 1 299.99 $ 80.00 $ 

Client Storage Cabinet 1 399.50 $ 100.00 $ 

Total: 2,940.19 $ 1,190.00 $ 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 106 of 131 Case 19-25286-RAM Doc 25 Filed 11/27/19 Page 8 of 47
Exhibit “D”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 107 of 131
Official Form 425C Monthly Operating Report for Small Business Under Chapter 11 page 1

 

Official Form 425C 

Monthly Operating Report for Small Business Under Chapter 11 12/17

Month: ___________ Date report filed: ___________ 

MM / DD / YYYY 

Line of business: ________________________ NAISC code: ___________ 

In accordance with title 28, section 1746, of the United States Code, I declare under penalty of perjury 

that I have examined the following small business monthly operating report and the accompanying 

attachments and, to the best of my knowledge, these documents are true, correct, and complete. 

Responsible party: ____________________________________________ 

Original signature of responsible party ____________________________________________ 

Printed name of responsible party ____________________________________________

1. Questionnaire

Answer all questions on behalf of the debtor for the period covered by this report, unless otherwise indicated.

Yes No N/A 

If you answer No to any of the questions in lines 1-9, attach an explanation and label it Exhibit A. 

1. Did the business operate during the entire reporting period?   

2. Do you plan to continue to operate the business next month?   

3. Have you paid all of your bills on time?   

4. Did you pay your employees on time?   

5. Have you deposited all the receipts for your business into debtor in possession (DIP) accounts?   

6. Have you timely filed your tax returns and paid all of your taxes?   

7. Have you timely filed all other required government filings?   

8. Are you current on your quarterly fee payments to the U.S. Trustee or Bankruptcy Administrator?   

9. Have you timely paid all of your insurance premiums?   

If you answer Yes to any of the questions in lines 10-18, attach an explanation and label it Exhibit B. 

10. Do you have any bank accounts open other than the DIP accounts?   

11. Have you sold any assets other than inventory?   

12. Have you sold or transferred any assets or provided services to anyone related to the DIP in any way?   

13. Did any insurance company cancel your policy?   

14. Did you have any unusual or significant unanticipated expenses?   

15. Have you borrowed money from anyone or has anyone made any payments on your behalf?   

16. Has anyone made an investment in your business?   

 Check if this is an 

amended filing

Debtor Name __________________________________________________________________ 

United States Bankruptcy Court for the: _______ District of ________ 

Case number: _________________________ 

 Fill in this information to identify the case: 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 108 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 1 of 24
Debtor Name _______________________________________________________ Case number_____________________________________ 

Official Form 425C Monthly Operating Report for Small Business Under Chapter 11 page 2

17. Have you paid any bills you owed before you filed bankruptcy?   

18. Have you allowed any checks to clear the bank that were issued before you filed bankruptcy?   

2. Summary of Cash Activity for All Accounts

19. Total opening balance of all accounts

This amount must equal what you reported as the cash on hand at the end of the month in the previous 

month. If this is your first report, report the total cash on hand as of the date of the filing of this case.

$ __________

20. Total cash receipts 

Attach a listing of all cash received for the month and label it Exhibit C. Include all 

cash received even if you have not deposited it at the bank, collections on 

receivables, credit card deposits, cash received from other parties, or loans, gifts, or 

payments made by other parties on your behalf. Do not attach bank statements in 

lieu of Exhibit C. 

Report the total from Exhibit C here. 

 

$ __________

21. Total cash disbursements 

Attach a listing of all payments you made in the month and label it Exhibit D. List the 

date paid, payee, purpose, and amount. Include all cash payments, debit card 

transactions, checks issued even if they have not cleared the bank, outstanding 

checks issued before the bankruptcy was filed that were allowed to clear this month, 

and payments made by other parties on your behalf. Do not attach bank statements 

in lieu of Exhibit D. 

Report the total from Exhibit D here. 

- $ __________

22. Net cash flow 

Subtract line 21 from line 20 and report the result here. 

This amount may be different from what you may have calculated as net profit. 

+ $ __________

23. Cash on hand at the end of the month 

Add line 22 + line 19. Report the result here. 

Report this figure as the cash on hand at the beginning of the month on your next operating report. 

This amount may not match your bank account balance because you may have outstanding checks that 

have not cleared the bank or deposits in transit.

= $ __________

3. Unpaid Bills

Attach a list of all debts (including taxes) which you have incurred since the date you filed bankruptcy but 

have not paid. Label it Exhibit E. Include the date the debt was incurred, who is owed the money, the 

purpose of the debt, and when the debt is due. Report the total from Exhibit E here.

24. Total payables $ ____________

(Exhibit E) 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 109 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 2 of 24
Debtor Name _______________________________________________________ Case number_____________________________________ 

Official Form 425C Monthly Operating Report for Small Business Under Chapter 11 page 3

4. Money Owed to You

Attach a list of all amounts owed to you by your customers for work you have done or merchandise you 

have sold. Include amounts owed to you both before, and after you filed bankruptcy. Label it Exhibit F. 

Identify who owes you money, how much is owed, and when payment is due. Report the total from 

Exhibit F here. 

25. Total receivables $ ____________

(Exhibit F)

5. Employees

26. What was the number of employees when the case was filed? ____________

27. What is the number of employees as of the date of this monthly report? ____________

6. Professional Fees

28. How much have you paid this month in professional fees related to this bankruptcy case? $ ____________

29. How much have you paid in professional fees related to this bankruptcy case since the case was filed? $ ____________

30. How much have you paid this month in other professional fees? $ ____________ 

31. How much have you paid in total other professional fees since filing the case? $ ____________

7. Projections

Compare your actual cash receipts and disbursements to what you projected in the previous month. 

Projected figures in the first month should match those provided at the initial debtor interview, if any. 

Column A Column B Column C

Projected – Actual = Difference 

Copy lines 35-37 from 

the previous month’s 

report. 

Copy lines 20-22 of 

this report. 

Subtract Column B 

from Column A. 

32. Cash receipts $ ____________ – $ ____________ = $ ____________

33. Cash disbursements $ ____________ – $ ____________ = $ ____________

34. Net cash flow $ ____________ – $ ____________ = $ ____________

35. Total projected cash receipts for the next month: $ ____________

36. Total projected cash disbursements for the next month: - $ ____________

37. Total projected net cash flow for the next month: = $ ____________

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 110 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 3 of 24
Debtor Name _______________________________________________________ Case number_____________________________________ 

Official Form 425C Monthly Operating Report for Small Business Under Chapter 11 page 4

8. Additional Information

If available, check the box to the left and attach copies of the following documents.

 38. Bank statements for each open account (redact all but the last 4 digits of account numbers). 

 39. Bank reconciliation reports for each account. 

 40. Financial reports such as an income statement (profit & loss) and/or balance sheet. 

 41. Budget, projection, or forecast reports. 

 42. Project, job costing, or work-in-progress reports. 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 111 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 4 of 24
Exhibit “A”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 112 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 5 of 24
UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

www.flsb.uscourts.gov

In re:

CHILDREN FIRST CONSULTANTS, INC.,

Debtor. /

Case No.: 19-25286-RAM

Chapter 11

Children First Consultants, Inc. has accounts payables that it has not paid, as detailed on 

Exhibit “E.”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 113 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 6 of 24
Exhibit “C”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 114 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 7 of 24
Exhibit C

DATE DESCRIPTION AMOUNT

17-Jul Florida Blue Payment 604.13
Exhibit “D”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 116 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 9 of 24
Exhibit D

DATE DESCRIPTION AMOUNT

1-Jul Recurring Card Purchase 06/30 Amazon Prime*MS23C9Y Amzn.Com/Bill WA Card 1733 $13.09 $ 13.09

2-Jul Card Purchase 07/02 Google Gsuite_Childre 650-2530000 CA Card 1733 18.00 $ 18.00

3-Jul Recurring Card Purchase 07/03 Public Storage 00116 800-567-0759 FL Card 0179 76.77 $ 76.77

6-Jul Recurring Card Purchase 07/03 Dropbox*Cttqkdc2Sbgs 888-4468396 De Card 1733 75.00 $ 75.00

6-Jul Recurring Card Purchase 07/06 Int*Quickbooks Online 800-446-8848 CA Card 1733 70.00 $ 70.00

13-Jul Recurring Card Purchase 07/11 Adobe Acropro Subs 408-536-6000 CA Card 1733 24.99 $ 24.99

20-Jul Website creation payment $ 230.00

22-Jul Recurring Card Purchase 07/21 His*Hiscox Inc 888-202-3007 NY Card 1733 98.83 $ 98.83

27-Jul Recurring Card Purchase 07/27 J2 *Myfax Services 877-437-3607 CA Card 1733 10.00 $ 10.00

27-Jul Recurring Card Purchase 07/25 Google *Google Storag 855-836-3987 CA Card 1733 1.99 $ 1.99

29-Jul Counter check $ 2.00

31-Jul Card Purchase 07/30 Fedex 395283636269 Memphis TN Card 1733 38.45 $ 38.45

31-Jul Recurring Card Purchase 07/30 Amazon Prime*Mv7Br3I Amzn.Com/Bill WA Card 1733 13.09 $ 13.09

$ 672.21
Exhibit “E”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 118 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 11 of 24
Who is owed the money Purpose of Debt Amount Due Date

Mirta Garcia Services Rendered Nov 15-30 $ 637.50 12/8/2019

Mirta Garcia Services Rendered Nov 15-30 $ 650.00 12/8/2019

T & R Franco Corp Services Rendered Nov 15-30 $1,575.00 12/8/2019

$2,862.50

Who is owed the money Purpose of Debt Amount Due Date

Mirta Garcia Services Rendered Dec 1-15 $ 675.00 1/10/2019

Mirta Garcia Services Rendered Dec 1-15 $ 750.00 1/10/2019

T & R Franco Corp Services Rendered Dec 1-31 $2,800.00 1/10/2019

Alonso Therapy Services Corp Services Rendered Dec 1-31 $2,500.00 1/10/2019

$6,725.00

Total $9,587.50
Exhibit “F”

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 120 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 13 of 24
Children First Consultants Inc

A/R AGING SUMMARY

As of July 31, 2020

 Wednesday, August 12, 2020 02:46 PM GMT-04:00 1/1

CURRENT 1 - 30 31 - 60 61 - 90 91 AND OVER TOTAL

AHCA 1,483,279.82 $1,483,279.82

Wellcare 18,699.46 $18,699.46

TOTAL $0.00 $0.00 $0.00 $0.00 $1,501,979.28 $1,501,979.28

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 121 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 14 of 24
CHASEO July 01, 2020 through July 31, 2020 

JPMorgan Chase Bank, N.A. 

P 0 Box 182051 

Account Number: J7151 

Columbus, OH 43218-2051 

CUSTOMER SERVICE INFORMATION 

00123043 ORE 02121021420 NNNNNNNNNNN 100000000064 0000 

CHILDREN FIRST CONSULTANTS INC 

DEBTOR-IN-POSSESSION 19-25286 

5246 SW 8TH ST STE 208-D 

CORAL GABLES FL 33134-2375 

Web site: 

Service Center: 

Deaf and Hard of Hearing: 

Para Espanol: 

International Calls: 

Chase.com 

1-800-242-7338 

1-800-242-7383 

1-888-622-4273 

1-713-262-1679 

jCHECKINGSUMMARYj_c_h_a_~_T__~__~_s_~_~_s_c_he_c_~_~ __ ~--~~-~~~--~ 

Beginning Balance 

Deposits and Additions 

ATM & Debit Card Withdrawals 

Electronic Withdrawals 

Fees 

Ending Balance 

INSTANCES 

11 

14 

AMOUNT 

$17,346.72 

604.13 

-440.21 

-230.00 

-2.00 

$17,278.64 

jDEPOSITSANDADDITIONS~I -----~-~~-~-~~ DATE DESCRIPTION 

07/17 Remote Online Deposit 

Total Deposits and Additions 

AMOUNT 

$604.13 

$604.13 

!ATM & DEBIT CARD WITHDRAWALS!.....------------

DATE DESCRIPTION 

07/01 Recurring Gard Purchase 06/30 Amazon Prime*MS23C9Y Amzn.Com/Bill WA Card 1733 

07/02 Card Purchase 07/02 Google Gsuite Childre 650-2530000 CA Card 1733 

07/03 Recurring Card Purchase 07/03 Public Storage 00116 800-567-0759 FL Card 0179 

07/06 Recurring Card Purchase 07/03 Dropbox*Cttqkdc2Sbgs 888-4468396 De Card 1733 

07106 Recurring Card Purchase 07/06 lnt*Quickbooks Online 800-446-8848 CA Card 1733 

07113 Recurring Card Purchase 07/11 Adobe Acropro Subs 408-536-6000 CA Card 1733 

07/22 Recurring Card Purchase 07/21 His*Hiscox Inc 888-202-3007 NY Card 1733 

07/27 Recurring Card Purchase 07/27 J2 *Myfax Services 877-437-3607 CA Card 1733 

07/27 Recurring Card Purchase 07/25 Google *Google Storag 855-836-3987 CA Card 1733 

07/31 Card Purchase 07/30 Fedex 395283636269 Memphis TN Card 1733 

07/31 Recurring Card Purchase 07/30 Amazon Prime*Mv7Br31 Amzn.Com/Bill WA Card 1733 

Total ATM & Debit Card Withdrawals 

AMOUNT 

$13.09 

18.00 

76.77 

75.00 

70.00 

24.99 

98.83 

10.00 

1.99 

38.45 

13.09 

$440.21 

j~M&DEBITCARDSUMMARYI~~----------~ 

Oxana Garkavchenko Card 0179 

Total ATM Withdrawals & Debits 

Total Card Purchases 

Page 1of4 

$0.00 

$76.77 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 122 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 15 of 24
CHASEO 

S9fia Aneas Card 1733 

Total Card Deposits & Credits 

Total ATM Withdrawals & Debits 

Total Card Purchases 

Total Card Deposits & Credits 

ATM & Debit Card Totals 

Total A TM Withdrawals & Debits 

Total Card Purchases 

Total Card Deposits & Credits 

!ELECTRONIC WITHDRAWALS! 

DATE DESCRIPTION 

07 /20 Quickpay With Zelle Payment To Luzmarina Sanz Jpm403338852 

Total Electronic Withdrawals 

DATE DESCRIPTION 

07 /29 Counter Check 

Total Fees 

July 01, 2020 through July 31, 2020 

Account Number: 7151 

$0.00 

$0.00 

$363.44 

$0.00 

$0.00 

$440.21 

$0.00 

AMOUNT 

$230.00 

$230.00 

AMOUNT 

$2.00 

$2.00 

The monthly service fee of $12.00 was waived this period because you maintained a minimum daily balance of $1,500.00 

or more. 

I DAIL y ENDING BALANCE I 

DATE AMOUNT 

07/01 $17,333.63 

07/02 17,315.63 

07/03 17,238.86 

07106 17,093.86 

DATE AMOUNT 

07113 17,068.87 

07/17 17,673.00 

07120 17,443.00 

07/22 17,344.17 

DATE 

07127 

07/29 

07/31 

AMOUNT 

17,332.18 

17,330.18 

17,278.64 

ISERVICECHARGESUMMARYI~~~~~~~~~~~~~-

TRANSACTIONS FOR SERVICE FEE CALCULATION 

Checks Paid I Debits 

Deposits I Credits 

Deposited Items 

Transaction Total 

SERVICE FEE CALCULATION 

Service Fee 

Service Fee Credit 

Net Service Fee 

Excessive Transaction Fees (Above 100) 

Total Service Fees 

NUMBER OF TRANSACTIONS 

11 

0 

0 

11 

AMOUNT 

$12.00 

-$12.00 

Page 2 of 4 

$0.00 

$0.00 

$0.00 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 123 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 16 of 24
CHASEO July 01. 2020 through July ~1. 2020 

Account Number: 7151 

IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC FUNDS TRANSFERS: Call us at 1-866-564-2262 or write us at the 

address on the front of this statement (non-personal accounts contact Customer Service) immediately if you think your statement or receipt is 

incorrect or if you need more information about a transfer listed on the statement or receipt. 

For personal accounts only: We must hear from you no later than 60 days after we sent you the FIRST statement on which the problem or error 

appeared. Be prepared to give us the following information: 

Your name and account number • The dollar amount of the suspected error • A description of the error or transfer you are unsure of, why you believe it is an error, or why you need more information. 

We will investigate your complaint and will correct any error promptly. If we take more than 10 business days (or 20 business days for new accounts) to do this, we will credit your account for the amount you think is in error so that you will have use of the money during the time it takes us to complete our investigation . 

IN CASE OF ERRORS OR QUESTIONS ABOUT NON-ELECTRONIC TRANSACTIONS: Contact the bank immediately if your statement is 

incorrect or if you need more information about any non-electronic transactions (checks or deposits) on this statement. If any such error appears. 

you must notity the bank in writing no later than 30 days after the statement was made available to you. For more complete details, see the 

Account Rules and Regulations or other applicable account agreement that governs your account. Deposit products and services are offered by JPMorgan Chase Bani<, N.A. Member FDlC 

1Ei} JPMorgan Chase Bank, N.A. Member FDIC 

~ 

Page 3of 4 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 124 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 17 of 24
CHASEO July 01, 2020 through July 31, 2020 

Account Number: : 17151 

This Page Intentionally Left Blank 

Page 4of4 

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 125 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 18 of 24
8/12/2020

1/1

-672.21

604.13

-595.09

Children First Consultants Inc

TOTAL BUS CHK (7151), Period Ending 07/31/2020

RECONCILIATION REPORT

Reconciled on: 08/12/2020

Reconciled by: Sofia Aneas

Any changes made to transactions after this date aren't included in this report.

Summary USD

Statement beginning balance 17,346.72

Checks and payments cleared (13) -672.21

Deposits and other credits cleared (1) 604.13

Statement ending balance 17,278.64

Register balance as of 07/31/2020 17,278.64

Cleared transactions after 07/31/2020 0.00

Uncleared transactions after 07/31/2020 -595.09

Register balance as of 08/12/2020 16,683.55

Details

Checks and payments cleared (13)

DATE TYPE REF NO. PAYEE AMOUNT (USD)

07/01/2020 Expense Amazon -13.09

07/02/2020 Expense Google -18.00

07/03/2020 Expense -76.77

07/06/2020 Expense -75.00

07/06/2020 Expense -70.00

07/13/2020 Expense -24.99

07/20/2020 Expense -230.00

07/22/2020 Expense -98.83

07/27/2020 Expense MyFax -10.00

07/27/2020 Expense Google -1.99

07/29/2020 Expense -2.00

07/31/2020 Expense -38.45

07/31/2020 Expense Amazon -13.09

Total

Deposits and other credits cleared (1)

DATE TYPE REF NO. PAYEE AMOUNT (USD)

07/17/2020 Deposit 1 Florida Blue 604.13

Total

Additional Information

Uncleared checks and payments after 07/31/2020

DATE TYPE REF NO. PAYEE AMOUNT (USD)

08/03/2020 Expense -82.10

08/03/2020 Expense Google -18.00

08/04/2020 Check 2348 Us Trustee -325.00

08/04/2020 Expense -75.00

08/06/2020 Expense -70.00

08/11/2020 Expense -24.99

Total

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 126 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 19 of 24
Children First Consultants Inc

PROFIT AND LOSS

January - July, 2020

Cash Basis Wednesday, August 12, 2020 02:48 PM GMT-04:00 1/1

TOTAL

Income

Sales 6,162.04

Total Income $6,162.04

GROSS PROFIT $6,162.04

Expenses

Accounting Software Licence 623.82

Advertising & Marketing 263.45

Bank Charges & Fees 2.00

Insurance 494.19

Legal & Professional Services 2,570.00

Office Supplies 754.67

Other Business Expenses 980.39

Rent & Lease 576.77

Taxes & Licenses 150.00

Therapy Licence Software 486.92

Therapy Supplies -44.50

Utilities 70.00

Total Expenses $6,927.71

NET OPERATING INCOME $ -765.67

NET INCOME $ -765.67

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 127 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 20 of 24
Children First Consultants Inc

BALANCE SHEET

As of July 31, 2020

Accrual Basis Wednesday, August 12, 2020 02:47 PM GMT-04:00 1/1

TOTAL

ASSETS

Current Assets

Bank Accounts

TOTAL BUS CHK (7151) 17,278.64

Total Bank Accounts $17,278.64

Accounts Receivable

Accounts Receivable (A/R) 1,501,979.28

Total Accounts Receivable $1,501,979.28

Other Current Assets

Uncategorized Asset 0.00

Total Other Current Assets $0.00

Total Current Assets $1,519,257.92

Other Assets

Loan to Health First Consultants Inc 1,510.00

Total Other Assets $1,510.00

TOTAL ASSETS $1,520,767.92

LIABILITIES AND EQUITY

Liabilities

Current Liabilities

Accounts Payable

Accounts Payable (A/P) 958,486.41

Total Accounts Payable $958,486.41

Other Current Liabilities

Direct Deposit Payable 0.00

Loan from Shareholder 36,836.00

Payroll Liabilities

Federal Taxes (941/944) 6,711.90

Federal Unemployment (940) -370.00

FL Unemployment Tax 0.00

Humana 0.00

Salaries Payable 105,000.00

Total Payroll Liabilities 111,341.90

Total Other Current Liabilities $148,177.90

Total Current Liabilities $1,106,664.31

Total Liabilities $1,106,664.31

Equity

Owners Distribution -1,005,500.00

Retained Earnings 1,425,915.16

Net Income -6,311.55

Total Equity $414,103.61

TOTAL LIABILITIES AND EQUITY $1,520,767.92

Case 19-25286-RAM Doc 71 Filed 09/08/20 Page 128 of 131 Case 19-25286-RAM Doc 68 Filed 08/21/20 Page 21 of 24
NAME OF COMPANY CHILDREN FIRST CONSULTANTS INC

Weeks Projection

DRAFT & PRELIMINARY Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week 13 

11-10/11-16 11/17-11/23 11/24-11/30 12/01-12/07 12/08-12/14 12/15-12/21 12/22-12/28 12/29-1/04 1/05-1/11 1/12-1/18 1/19-1/25 1/26-2/1 2/2-2/8 

Cash on Bank 14051.33

Revenues

Wellcare $8,753.02 $5,616.16 $5,552.62 $6,696.00 - $ - $ 

Medicaid

Total Revenue $14,051.33 - 8,753.02 - 8,435.55 5,552.62 - $6,696.00 - - - - 

Cost of Revenue

Cost of Revenue 

Total Cost of Revenue - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 

Gross Revenue 14,051.33 $ - $ 8,753.02 $ - $ 8,435.55 $ 5,552.62 $ - $ 6,696.00 $ - $ - $ - $ - $ 

Operating Expenses

Rent/STORAGE 500 500 $109.26

Dropbox $75.00 $75.00 $75.00

Adobe $25.00 $25.00

Google $18.00 $18.00 $18.00

Quickbooks $30.00 $70.00 $30.00 $70.00 $70.00 

Supplies $80.00 $80.00 $0.00

Amazon $14.00 $14.00 $14.00

Bank Service Fee $60.00 $60.00 $12.00 

Fax $40.00 $40.00 $10.00 

Professional Fees $3,350.00 $6,270.10 $2,267.00 $3,069.70 $4,062.50 $6,725.00

Google Storage

Hiscox Insurance

- 

Total Operating Expenses 3,350.00 $ 30.00 $ 6,370.10 $ 757.00 $ 2,292.00 $ 3,069.70 $ 130.00 $ 4,749.50 $ 95.00 $ - $ 92.00 $ $6,941.26 $0.

- - 

Weekly Cash Flow 10,701.33 $ (30.00) $ 2,382.92 $ (757.00) $ 6,143.55 $ 2,482.92 $ (130.00) $ 1,946.50 $ (95.00) $ - $ (92.00) $ (6,941.26) $ - $ 

Cash on Hand

Operating Balance - $ 10,701.33 $ ######## 13,054.25 $ 12,297.25 $ 18,440.80 $ 20,923.72 $ 20,793.72 $ 22,740.22 $ 22,645.22 $ 22,645.22 $ 22,553.22 $ 15,611.9$ 

Cash Receipts + 14,051.33 - 8,753.02 - 8,435.55 5,552.62 - 6,696.00 - - - - - 

Cash Disbursements - (3,350.00) (30.00) (6,370.10) (757.00) (2,292.00) (3,069.70) (130.00) (4,749.50) (95.00) - (92.00) (6,941.26) - 

Total =New Cash Balance 10,701.33 $ 10,671.33 $ ######## 12,297.25 $ 18,440.80 $ 20,923.72 $ 20,793.72 $ 22,740.22 $ 22,645.22 $ 22,645.22 $ 22,553.22 $ 15,611.96 $ 15,611.9$ 
Weeks Projection

DRAFT & PRELIMINARY

Cash on Bank

Revenues

Wellcare

Medicaid

Total Revenue

Cost of Revenue

Cost of Revenue 

Total Cost of Revenue

Gross Revenue

Operating Expenses

Rent/STORAGE

Dropbox

Adobe

Google

Quickbooks

Supplies

Amazon

Bank Service Fee

Fax

Professional Fees

Google Storage

Hiscox Insurance

Total Operating Expenses

Weekly Cash Flow

Cash on Hand

Operating Balance

Cash Receipts +

Cash Disbursements -

Total =New Cash Balance

Week 16 Week 17 Week 18 Week 19 Week 20 Week 21 Week 22 Wek 23 Week 24 Week 25 Week 26 Week 27 Week 2

2/23-2/29 3/1-3/7 3/8-3/14 3/15-3/21 3/22-3/28 3/29-4/4 4/5-4/11 4/12-4/18 4/19-4/25 4/26-5/2 5/3-5/9 5/10-5/16 5/17-5/23 

- $ - $ - $ - $ - $ - $ - $ - $ - $ 

- - - - - - - - - - - - - 

- $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 

- $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 

$76.77 $76.77 $76.77

$75.00 $75.00 $75.00

$24.99 $24.99 

$18.00 $18.00 $18.00

$70.00 $70.00 

$0.00 $0.00 $0.00

$13.09 $13.09 $13.09

$12.00 $12.00 

$10.00 $10.00 

$1.99 $1.99 

$98.83

$0.00 $182.86 $0.00 $24.99 $93.99 $182.86 $0.00 $0.00 $217.81 $182.86 $0.00 $0.00 $0

- - - - - - 

- $ (182.86) $ - $ (24.99) $ (93.99) $ (182.86) $ - $ - $ (217.81) $ (182.86) $ - $ - $ - $ 

15,519.96 $ 15,519.96 $ 15,337.10 $ 15,337.10 $ 15,312.11 $ 15,218.12 $ 15,035.26 $ 15,035.26 $ 15,035.26 $ 14,817.45 $ 14,634.59 $ 14,634.59 $ 14,634.$ 

- - - - - - - - - - - - - 

- (182.86) - (24.99) (93.99) (182.86) - - (217.81) (182.86) - - - 

15,519.96 $ 15,337.10 $ 15,337.10 $ 15,312.11 $ 15,218.12 $ 15,035.26 $ 15,035.26 $ 15,035.26 $ 14,817.45 $ 14,634.59 $ 14,634.59 $ 14,634.59 $ 14,634.$ 
Weeks Projection

DRAFT & PRELIMINARY

Cash on Bank

Revenues

Wellcare

Medicaid

Total Revenue

Cost of Revenue

Cost of Revenue 

Total Cost of Revenue

Gross Revenue

Operating Expenses

Rent/STORAGE

Dropbox

Adobe

Google

Quickbooks

Supplies

Amazon

Bank Service Fee

Fax

Professional Fees

Google Storage

Hiscox Insurance

Total Operating Expenses

Weekly Cash Flow

Cash on Hand

Operating Balance

Cash Receipts +

Cash Disbursements -

Total =New Cash Balance

Week 31 Week 32 Week 33 Week34 Week 34 Week 35 Week 36 Week 37 Total 

6/7-6/13 6/14-6/20 6/21-6/27 6/27-7/4 7/5-7/11 7/12-7/18 7/19-7/25 7/26-8/1

- $ - $ - $ - $ - $ 604.13 $ - $ - $ $27,221.93

- $ 

- - - - - - - - 43,488.52 $

0

- $ - $ - $ - $ - $ - $ - $ - $ - $ 

- $ - $ - $ - $ - $ - $ - $ - $ 43,488.52 $

$76.77 $76.77 $76.77 $1,569.88

$75.00 $75.00 $75.00 $675.00

$24.99 $24.99 $174.95

$18.00 $18.00 $18.00 $162.00

$70.00 $70.00 $690.00

$0.00 $0.00 $0.00 $160.00

$13.09 $13.09 $13.09 $120.54

$12.00 $12.00 $204.00

$10.00 $10.00 $0.00

$25,744.30

$1.99 $1.99 $9.95

$98.83 $98.83 $296.49

- 

- 

- 

- 

- 

- 

$182.86 $0.00 $217.81 $182.86 $0.00 $0.00 $217.81 $182.86 29,957.11 $

- - - 

(182.86) $ - $ (217.81) $ (182.86) $ - $ - $ (217.81) $ (182.86) $ 15,611.96 $

14,515.61 $ 14,332.75 $ 14,332.75 $ 14,114.94 $ 13,932.08 $ 13,932.08 $ 13,932.08 $ 13,714.27 $

- - - - - 

(182.86) - (217.81) (182.86) - - (217.81) (182.86) 

14,332.75 $ 14,332.75 $ 14,114.94 $ 13,932.08 $ 13,932.08 $ 13,932.08 $ 13,714.27 $ 13,531.41 $