UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

West Palm Beach Division

IN RE:

LITESTREAM HOLDINGS, LLC, CASE NO. 19-26043-MAM

Debtor. Chapter 11

_________________________________/

CREDITOR LENNAR HOMES LLC’S MOTION TO APPOINT TRUSTEE

Creditor Lennar Homes LLC (“Lennar”) moves pursuant to 11 U.S.C. § 1104 for the 

appointment of a Chapter 11 trustee in this case. The debtor, Litestream Holdings, LLC 

(“Litestream” or “Debtor”), through its sole manager Paul Rhodes (“Rhodes”): (a) has looted the 

company of hundreds of thousands of dollars prior to bankruptcy to the detriment of creditors such 

as Lennar; (b) has ceded control and direction of the company to its secured lender; and (c) has 

repeatedly made false statements or omissions in its Schedules and Statement of Financial Affairs, 

all of which are related to Rhodes’ control and transfers made for his benefit prior to bankruptcy. 

Creditors are entitled to a conflict-free fiduciary who will act to maximize value for all 

constituencies, which requires appointment of a trustee here. In support of this motion, Lennar 

states:

BACKGROUND

1. Lennar’s Litigation Against Litestream

In September 2007, Litestream entered into a contract with a developer to provide 

telecommunications, cable and internet services to the Palencia North Master Planned Community 

(“Palencia”) in St. Johns County, Florida. In December 2013, the contract was assigned to Lennar. 

In exchange for the exclusive right to provide services to the community, Litestream was required 

to pay 10% of its gross revenues to Lennar, by January 31 of each year. Litestream failed to make 

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the required payments to Lennar, and in October 2017, Lennar filed a lawsuit against Litestream 

(the “Lennar Action”) in St. Johns County Circuit Court (“State Court”).

At the § 341 Meeting of Creditors, Rhodes, appearing on behalf of the Debtor, claimed that 

Litestream elected not to defend the Lennar Action. That is false. After a default was entered, 

Litestream moved to set aside the default (to which Lennar agreed) and filed an answer which 

asserted multiple affirmative defenses. Litestream also responded to written discovery requests. It 

was only after Litestream failed to produce a corporate representative for deposition despite a court

order directing it to do so, and failed to timely employ substitute counsel after its third set of 

lawyers withdrew and after yet another default had been entered and vacated, that the State Court 

entered a Judicial Default against Litestream in the Lennar Action on February 21, 2019. A copy 

of the docket from the Lennar Action is attached as Exhibit “A.”

A copy of the Judicial Default is attached as Exhibit “B.” In the Default Judgment, the

State Court stated: “The Court finds that Defendant Litestream Holdings, LLC (“Litestream”) has 

willfully and contumaciously delayed the progress of this litigation since its inception.” The State 

Court then lays out in extensive detail the basis for that finding, starting with Litestream’s failure 

to timely respond to the complaint and belated motion to set aside the default, Litestream’s failure 

to produce a corporate representative for deposition in defiance of court order, Litestream’s failure 

to timely engage substitute counsel despite a court order, the repeated appearances and 

withdrawals of counsel, and Litestream’s continuous and contumacious refusal to produce 

documents. In conclusion, the State Court stated:

Litestream’s willful delay and disregard for the rules of procedure and the Court’s 

orders has impeded the Court’s ability to bring this case to any resolution. 

Litestream has successfully delayed this case for nearly 15 months and has wasted 

the resources and time of this Court, Lennar, and counsel for Lennar. This Court 

has now set aside two default judgments against Litestream to afford them the 

opportunity to litigate the merits of this case. However, it is clear that Litestream 

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has no intention of litigating this case on its merits and intends to continue to 

exercise dilatory tactics to delay these proceedings and disrupt the administration 

of justice.

Accordingly, the State Court struck Litestream’s pleadings, entered a judicial default, and 

set a hearing to determine damages. After hearing, on March 26, 2019, the State Court entered a 

Final Judgment in favor of Lennar against Litestream for $188,966.08, directed Litestream to 

complete a Fact Information Sheet pursuant to Fla. R. Civ. P. 1.977, and reserved jurisdiction to 

enter all orders necessary to carry out the judgment and the court’s orders. A copy is attached as 

Exhibit “C.”

Consistent with its history of contumacious and dilatory behavior, Litestream disregarded 

the State Court’s order, and as a result, the State Court entered a further order holding Litestream 

in contempt of court, directing Rhodes as CEO to complete the Fact Information Sheet, and setting 

a show cause hearing if he failed to do so. A copy of that order is attached as Exhibit “D.” When 

Litestream and Rhodes failed to comply and Rhodes failed to appear for the show cause hearing, 

the State Court issued a Writ of Bodily Attachment against Rhodes. See Exhibit “E.”

Meanwhile, Lennar continued to pursue collection of its judgment, including obtaining 

writs of garnishment against banks holding funds for the benefit of Litestream, obtaining writs of 

garnishment against homeowners’ associations which owed money to Litestream, and moving for 

the appointment of a receiver over Litestream. The State Court initially denied Litestream’s motion 

for appointment of a receiver due to concern with a potential negative impact on customers 

unrelated to the litigation. On November 6, 2019, Lennar filed a motion to reconsider, asking the 

State Court to consider the more limited relief of appointing a receiver only with respect to 

payments made to Litestream by the Palencia North Homeowners Association. That motion was 

set for hearing November 27, 2019.

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 3 of 100
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Litestream filed its Chapter 11 petition on November 23, 2019 before the receiver motion 

could be heard. (The State Court, after the petition was filed, entered an order – which Lennar 

acknowledges is ineffective due to the automatic stay – granting the motion to appoint receiver).

2. Litestream’s Bankruptcy Filings

Litestream’s petition was filed as a “bare bones” petition. On December 2, 2019, 

Litestream filed a motion to maintain existing bank accounts (ECF#6), a motion to use cash 

collateral (ECF#7), and a motion to continue utility services (ECF#8). On December 3, 2019, 

Litestream filed a Chapter 11 Case Management Summary, reflecting that the company owed 

approximately $1.1 million to secured lender Bank United, N.A. (“Bank United”) and 

approximately $3.5 million to unsecured creditors, including Lennar. The Court has entered 

interim orders on the bank accounts motion (ECF#18) and cash collateral motion (ECF#32).1

Litestream’s Application for employment of Chapter 11 counsel (ECF#16) and Disclosure 

of Compensation (ECF#30) reflect that the $27,000 retainer for retention of Litestream’s Chapter 

11 counsel was paid by the secured lender, Bank United, through an advance under its loan 

documents.

Litestream’s Schedules and Statement of Financial Affairs were filed December 23, 2019 

(ECF#29). A copy is attached as Exhibit “F.” In Schedule E/F, Litestream’s schedules include an 

unsecured claim on behalf of Rhodes in an amount exceeding $1.8 million, representing more than 

half of the total $3.5 million of scheduled unsecured claims. Several of the other unsecured claims, 

like Lennar’s, appear to have been incurred in 2017 and 2018, if not earlier. Lennar’s claim is 

1 The filings reflect that approximately $70,000 which was in a PNC Bank account garnished prepetition by Lennar remains at that bank and is not being used as part of the cash collateral budget.

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 4 of 100
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scheduled as “disputed” even though it is the subject of a final judgment from which no appeal 

was taken.

Litestream’s Schedule H lists Cable Bahamas Ltd. and Summit Broadband, Inc. as codebtors on the obligation owed to Bank United and does not list any other person or entity as a codebtor. In Question 4 of the Statement of Financial Affairs, which requires the debtor to list all 

“Payments or transfers of property made within 1 year before filing this case that benefited any 

insider,” Litestream responded “None.”

On January 3, 2020, the U.S. Trustee’s office gave notice of the appointment of an Official 

Committee of Unsecured Creditors (“Committee”) (ECF#34). The Committee has taken no action 

in the case, and nobody appeared on behalf of the Committee at Litestream’s § 341 Meeting of 

Creditors.

3. Rhodes’ § 341 Meeting Testimony.

Rhodes appeared on behalf of Litestream at the § 341 Meeting of Creditors on January 7, 

2020. The transcript is attached as Exhibit “G.” Rhodes’ § 341 Meeting testimony reflects that:

• Although the Schedules do not identify Rhodes as a co-debtor, and although it was 

not disclosed in the cash collateral motion or any other bankruptcy filings, Rhodes 

individually has personally guaranteed the Bank United debt. (Transcript P50 L23 

– P51 L25).

• The decision to put Litestream into Chapter 11 was made by Bank United, the 

secured lender, which preferred that the company’s remaining assets be sold 

through a Chapter 11 case.2(Transcript P7 L25 – P8 L4: “The bank, BankUnited, 

2 According to Rhodes, a substantial portion of Litestream’s assets were sold approximately one 

year prior to the bankruptcy filing for approximately $6 million, with all of the proceeds going to 

Bank United.

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suggested that the most expeditious way to sell the business would be to put it in 

bankruptcy and have a 363 sale, and so prompted by some discussions with the 

bank, we chose this as an expeditious way to sell this small business”; Transcript 

P34 L9-13: “You know the dynamics of this – you know, the bank pitched the 

bankruptcy sale as something that’s both more expeditious, and where you could 

get healthy bidding underway. I realize it’s a distressed environment as well.”).

3

• Rhodes is the sole manager of Litestream, and owns 99% of its membership 

interests, with the remaining 1% owned by Rhodes Holdings, Inc., an entity solely 

owned by Rhodes individually. (Transcript P8 L6-13).

• Although the Statement of Financial Affairs represented that there were no 

payments or transfers to insiders within the year prior to bankruptcy, Litestream’s 

banking records reflect that in one month alone (January 2019), there were in excess 

of $130,000 in transfers by Litestream to Rhodes Holdings, Inc. (Transcript P46 L4 

– P48 L22).

• When asked how much in total was transferred by Litestream to Rhodes or Rhodes 

Holdings, Inc. during the year prior to bankruptcy, Rhodes testified, “I wouldn’t 

think it’s much more than that ...” (Transcript P46 L19). In fact, post-judgment 

discovery obtained in the Lennar Action reflects that in just one of Litestream’s 

accounts, more than $250,000 was transferred to insider Rhodes Holdings, Inc. 

during the one year prior to bankruptcy – almost double the amount reflected in the 

one bank statement.

3 As noted above, Bank United also paid Litestream’s bankruptcy counsel’s retainer, through an 

advance on its line.

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That post-judgment discovery reflects that during the two years prior to bankruptcy – over 

the same time period that Litestream was contumaciously delaying Lennar in obtaining and 

collecting on its judgment, and apparently failing to pay several other unsecured creditors as well 

– more than $700,000 was transferred to insider Rhodes Holdings, Inc.

DISCUSSION

The appointment of a trustee in Chapter 11 cases is governed by Section 1104, which 

provides: 

(a) At any time after the commencement of the case but before confirmation of a 

plan, on request of a party in interest or the United States trustee, and after notice 

and a hearing, the court shall order the appointment of a trustee–

(1) for cause, including fraud, dishonesty, incompetence, or gross mismanagement 

of the affairs of the debtor by current management, either before or after the 

commencement of the case, or similar cause, but not including the number of 

holders of securities of the debtor or the amount of assets or liabilities of the debtor; 

or 

(2) if such appointment is in the interests of creditors, any equity security holders, 

and other interests of the estate, without regard to the number of holders of 

securities of the debtor or the amount of assets or liabilities of the debtor.

(emphasis added). The plain language of section 1104(a)(1) (and specifically, the use of the word 

“shall”), indicates that this Court has no discretion to look past a finding of “cause” in ordering 

the appointment of a trustee. See, In re SunCruz Casinos, LLC, 298 B.R. 821, 828-29 (Bankr. S.D. 

Fla. 2003) (“Once the court finds that cause exists under § 1104(a)(1), there is no discretion; an 

independent trustee must be appointed.”), citing In re Oklahoma Refining Co., 838 F.2d 1133, 

1136 (10th Cir. 1988); see also In re Sharon Steel Corp., 871 F.2d 1217, 1226 (3d Cir. 1989) (“[11 

U.S.C. § 1104](a)(1) requires the bankruptcy court, upon motion, to appoint a trustee when the 

movant has proved “cause,” which the statute defines to include incompetence and gross 

mismanagement.”).

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The statutory description of what may constitute “cause” is non-exclusive, and can also 

include consideration of the materiality of the misconduct, the evenhandedness or lack thereof in 

dealings with insiders versus other entities, the existence of pre-petition voidable transfers, the 

unwillingness or inability of current management to pursue estate causes of action, conflicts of 

interest, and self-dealing, waste or squandering of corporate assets. See In re Intercat, Inc., 247 

B.R. 911, 920-21 (Bankr. S.D. Ga. 2000) (finding “cause” where management’s misconduct 

resulted in creditor’s judgment, principal’s payment to himself of compensation, expenses and 

royalties constituted mismanagement, and management engaged in prepetition dishonest or 

incompetent conduct to detriment of creditors). Even in the absence of any fraud, dishonesty, 

incompetence or gross mismanagement, existing management’s conflicts of interest which 

interfere with the ability to fulfill the fiduciary duties of a debtor in possession can constitute cause 

for the appointment of a trustee. SunCruz, 298 B.R. at 830-31, citing In re Cajun Elec. Power 

Coop., Inc., 74 F.3d 599 (5th Cir. 1996).

Section 1104(a)(2) of the Bankruptcy Code provides an additional basis for the 

appointment of a chapter 11 trustee. Courts have construed Section 1104(a)(2) to provide for a 

“flexible standard.” See, e.g., Sharon Steel, 871 F.2d at 1226; see also In re Ionosphere Clubs, 

Inc., 113 B.R. 164 (Bankr. S.D.N.Y. 1990). Section 1104(a)(2) emphasizes the court’s discretion, 

allowing it to appoint a trustee when to do so would serve the parties’ and the estates’ interest.” 

Id.

It is axiomatic that a debtor in possession is a fiduciary. As a fiduciary, the debtor in 

possession does not act in its own interest but, like a trustee, must act in the best interest of the 

creditors of the estate. Commodity Futures Trading Comm. v. Weintraub, 47 U.S. 343, 354-55 

(1985). In determining if a debtor in possession is complying with its fiduciary duties, courts 

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should be cognizant of the fact that “section 1104 represents a protection that the court should not 

lightly disregard or encumber with overly protective attitudes toward debtors-in-possession.” In re 

V. Savino Oil & Heating Co., Inc., 99 B.R. 518, 525 (Bankr. E.D.N.Y. 1989). A decision under § 

1104(a)(2) is similarly driven by considerations of existing management’s ability and intention to 

fulfill the fiduciary duties of a debtor in possession to all of the estate’s creditors. See, e.g., In re 

Celeritas Techs., LLC, 446 B.R. 514, 520 (Bankr. D. Kan. 2011) (“As with the analysis of cause 

under § 1104(a)(1), the debtor’s ability to fulfill its duty of care to protect the assets, its duty of 

loyalty, and its duty of impartiality is at the base.”).

Courts have considered the following factors in determining whether the appointment of a 

trustee is in the best interest of the parties under Section 1104(a)(2): (1) the trustworthiness of the 

debtor; (2) the debtor’s past and present performance and prospects for the debtor’s rehabilitation; 

(3) the confidence or lack thereof of the business community and of creditors in present 

management; and (4) the benefits derived by the appointment of a trustee, balanced against the 

cost of the appointment. See In re Cajun Elec. Power Co-Op, Inc., 1991 B.R. 659 661-62 (M.D.La, 

1995) aff’d 74 F3d 599 (5th Cir.), cert. denied, 117 S.Ct, 51 (1996); accord in re Ionosphere Clubs, 

Inc., 113 B.R. at 168; Celeritas, 446 B.R. at 520-21.

Here, “cause” exists for the appointment of a Trustee. Litestream’s management – Rhodes, 

as the sole manager, sole owner, and guarantor of its secured debt – has engaged in fraud, 

dishonesty, incompetence and gross mismanagement by contumaciously delaying the entry of 

judgment in the Lennar Action and collection on that judgment while repeatedly violating court 

orders, all while Litestream was paying hundreds of thousands of dollars to insider Rhodes 

Holdings, Inc. Litestream has compounded that “cause” through repeated misstatements and 

omissions in its bankruptcy schedules, all of which served to conceal and obfuscate Litestream’s 

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 9 of 100
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insider transactions for the benefit of Rhodes. Moreover, Rhodes’ testimony at the § 341 Meeting 

reflects that he has effectively ceded control of the company to its secured creditor Bank United, 

which funded the retainer for Litestream’s counsel and, according to Rhodes, made the decision 

that Litestream should file Chapter 11 in order to complete a sale of its remaining assets.

The conduct of Litestream, and Rhodes as its sole manager, constitutes “cause” which 

mandates the appointment of a trustee under 11 U.S.C. § 1104(a)(1). Alternatively, under the 

“interests of creditors” standard of 11 U.S.C. § 1104(a)(2), the Court should appoint a Chapter 11

Trustee to ensure that a genuinely neutral fiduciary fulfills the Debtor’s duties and obligations 

under the Bankruptcy Code in this case. There appears to be little in the way of active business 

operations to continue to manage, and a Chapter 11 trustee could do so equally as effectively as 

Rhodes, while also fulfilling the obligation to maximize value of Litestream’s assets for all 

creditors rather than just the secured lender, including potential claims against Rhodes and Rhodes 

Holdings, Inc. The cash collateral motions and orders filed with this Court do not contain any 

provisions that provide for a default or termination upon the appointment of a trustee, so there 

should be no disruption in Litestream’s ongoing business operations.

Creditors should not have to rely on Rhodes, who has already demonstrated his 

contumacious disregard for court orders, who has filed false Schedules and Statement of Financial 

Affairs, who has pilfered hundreds of thousands of dollars for his own benefit while creditors went 

unpaid, and who is hopelessly conflicted as a result of his personal guarantee to the secured 

creditors, his relinquishment of managerial responsibility to his secured creditor, and his exposure 

to Litestream’s estate for substantial avoidable transfers, to fulfill the fiduciary duties of a debtor 

in possession in this case.

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 10 of 100
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WHEREFORE, Lennar requests that the Court enter an order directing the appointment 

of a Chapter 11 trustee pursuant to 11 U.S.C. § 1104(a)(1) and (2), and grant Lennar such further 

relief as the Court deems appropriate.

KOZYAK TROPIN & THROCKMORTON, LLP

2525 Ponce de Leon Boulevard, 9th Floor

Coral Gables, Florida 33134

Tel: (305) 372-1800

Fax: (305) 372-3508

By: /s/ David L. Rosendorf

David L. Rosendorf

FL Bar No. 996823

Counsel for Lennar Homes, LLC

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing was served via the 

Court’s CM/ECF notification to those parties who are registered CM/ECF participants in this case 

on this 5

th day of February, 2020.

By: /s/ David L. Rosendorf

David L. Rosendorf

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 11 of 100
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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 12 of 100
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EXHIBIT B

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EXHIBIT C

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EXHIBIT D

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EXHIBIT E

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EXHIBIT F

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Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 202

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

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

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

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

and the date. Bankruptcy Rules 1008 and 9011.

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

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

1519, and 3571.

Declaration and signature

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

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

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

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

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

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

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

" Schedule H: Codebtors (Official Form 206H)

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

" Amended Schedule E/F

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

# Other document that requires a declaration

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

Executed on December 23, 2019 X /s/ Paul Rhodes

Signature of individual signing on behalf of debtor

Paul Rhodes

Printed name

Managing Member

Position or relationship to debtor

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

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 36 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ) A= ,.
Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 206Sum

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

Part 1: Summary of Assets

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

1a. Real property:

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

1b. Total personal property:

Copy line 91A from Schedule A/B......................................................................................................................... $ 5,652,024.22

1c. Total of all property:

Copy line 92 from Schedule A/B........................................................................................................................... $ 5,652,024.22

Part 2: Summary of Liabilities

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

Copy the total dollar amount listed in Column A, Amount of claim, from line 3 of Schedule D.................................... $ 1,096,247.00

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

3a. Total claim amounts of priority unsecured claims:

Copy the total claims from Part 1 from line 5a of Schedule E/F.......................................................................... $ 379,356.51

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

Copy the total of the amount of claims from Part 2 from line 5b of Schedule E/F................................................ +$ 3,141,358.17

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

Lines 2 + 3a + 3b $ 4,616,961.68

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

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 37 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< * A= ,.
Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 206A/B

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

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

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

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

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

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

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

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

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

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

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

Part 1: Cash and cash equivalents

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

# No. Go to Part 2.

" Yes Fill in the information below.

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

debtor's interest

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

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

number

3.1. Wells Fargo Bank, N.A. Checking 9889 $21,143.33

3.2. PNC Bank Checking 8051 $70,283.30

3.3. PNC Bank Checking 8676 $262.59

3.4. Bank United Checking 2550 $50.00

3.5. Fidelity Investments Brokerage 2203 $10,355.00

4. Other cash equivalents (Identify all)

5. Total of Part 1. $102,094.22

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

Part 2: Deposits and Prepayments

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

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 38 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< + A= ,.
Debtor Litestream Holdings, LLC Case number (If known) 19-26043

Name

6. Does the debtor have any deposits or prepayments?

# No. Go to Part 3.

" Yes Fill in the information below.

7. Deposits, including security deposits and utility deposits

Description, including name of holder of deposit

7.1. Florida Power and Light $6,064.00

7.2. AB Distributors - Security Deposit for Rent $3,128.00

7.3. JEA - Security Deposit St. Augustine Power Company $441.00

8. Prepayments, including prepayments on executory contracts, leases, insurance, taxes, and rent

Description, including name of holder of prepayment

8.1. Lindell Farson - retainer for legal representation $10,000.00

9. Total of Part 2. $19,633.00

Add lines 7 through 8. Copy the total to line 81.

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

11a. 90 days old or less: 78,563.00 - 0.00 = .... $78,563.00

face amount doubtful or uncollectible accounts

11b. Over 90 days old: 354,604.00 - 0.00 =.... $354,604.00

face amount doubtful or uncollectible accounts

12. Total of Part 3. $433,167.00

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)?

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

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 39 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< , A= ,.
Debtor Litestream Holdings, LLC Case number (If known) 19-26043

Name

" No. Go to Part 6.

# Yes Fill in the information below.

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

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

" No. Go to Part 7.

# Yes Fill in the information below.

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

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

" No. Go to Part 8.

# Yes Fill in the information below.

Part 8: Machinery, equipment, and vehicles

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

# No. Go to Part 9.

" Yes Fill in the information below.

General description

Include year, make, model, and identification numbers

(i.e., VIN, HIN, or N-number)

Net book value of

debtor's interest

(Where available)

Valuation method used

for current value

Current value of

debtor's interest

47. Automobiles, vans, trucks, motorcycles, trailers, and titled farm vehicles

47.1. 2015 Diamond Trailer

VIN No: 53NBE1014F1023328 $0.00 Unknown

47.2. 2014 Ford F150 (leased vehicle)

Vin No: 1FTNF1CF1EKD20675

Mileage: 86,330 $0.00 $0.00

47.3. 2014 Ford F150 (leased vehicle)

Vin No:1FTFW1ET0EFB41060

Mileage: 119,034 $0.00 $0.00

47.4. 2015 Nissan NV 1500 (leased vehicle)

Vin No: 1N6BF0KMXFN803172

Mileage: 47,866 $0.00 $0.00

47.5. 2018 Nissan NV200 (leased vehicle)

Vin No: 3N6CM0KN5JK694993

Mileage: 26,096 $0.00 $0.00

47.6. 2018 Nissan NV1500 (leased vehicle)

Vin No: 1N6BF0KM0JN803982

Mileage: 22,232 $0.00 $0.00

48. Watercraft, trailers, motors, and related accessories Examples: Boats, trailers, motors,

floating homes, personal watercraft, and fishing vessels

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

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 40 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< - A= ,.
Debtor Litestream Holdings, LLC Case number (If known) 19-26043

Name

49. Aircraft and accessories

50. Other machinery, fixtures, and equipment (excluding farm

machinery and equipment)

DVRs, Set Top Boxes, Modems Remotes,

Cable Cards, and Installation Supplies. Unknown $96,130.00

Splicer Machine Unknown Comparable sale $1,000.00

See attached list of all properties that have

improvements and equipment on premises Unknown $5,000,000.00

51. Total of Part 8. $5,097,130.00

Add lines 47 through 50. Copy the total to line 87.

52. Is a depreciation schedule available for any of the property listed in Part 8?

" No

# Yes

53. Has any of the property listed in Part 8 been appraised by a professional within the last year?

" No

# Yes

Part 9: Real property

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

" No. Go to Part 10.

# Yes Fill in the information below.

Part 10: Intangibles and intellectual property

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

# No. Go to Part 11.

" Yes Fill in the information below.

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

www.litestream.net and

www.mylitestream.com $0.00 $0.00

62. Licenses, franchises, and royalties

State of Florida Cable Franchise $0.00 $0.00

63. Customer lists, mailing lists, or other compilations

64. Other intangibles, or intellectual property

65. Goodwill

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

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Debtor Litestream Holdings, LLC Case number (If known) 19-26043

Name

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.

Current value of

debtor's interest

71. Notes receivable

Description (include name of obligor)

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

Description (for example, federal, state, local)

73. Interests in insurance policies or annuities

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

has been filed)

Litestream Holdings vs. Level 3 Unknown

Nature of claim Billing Dispute

Amount requested $0.00

Litestream Holdings, LLC vs. Palencia North POA Unknown

Nature of claim Billing Dispute

Amount requested $0.00

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

every nature, including counterclaims of the debtor and rights to

set off claims

76. Trusts, equitable or future interests in property

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

country club membership

78. Total of Part 11. $0.00

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

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

" No

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

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 42 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< / A= ,.
Debtor Litestream Holdings, LLC Case number (If known) 19-26043

Name

# Yes

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 6

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 43 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< 0 A= ,.
Debtor Litestream Holdings, LLC Case number (If known) 19-26043

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 $102,094.22

81. Deposits and prepayments. Copy line 9, Part 2. $19,633.00

82. Accounts receivable. Copy line 12, Part 3. $433,167.00

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. $0.00

87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $5,097,130.00

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 $5,652,024.22 + 91b. $0.00

92. Total of all property on Schedule A/B. Add lines 91a+91b=92 $5,652,024.22

Official Form 206A/B Schedule A/B Assets - Real and Personal Property page 7

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 44 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< 1 A= ,.
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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 45 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )( A= ,.
Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 206D

12/15

Be as complete and accurate as possible.

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

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

" Yes. Fill in all of the information below.

Part 1: List Creditors Who Have Secured Claims

2. List in alphabetical order all creditors who have secured claims. If a creditor has more than one secured

claim, list the creditor separately for each claim.

Column A

Amount of claim

Do not deduct the value

of collateral.

Column B

Value of collateral

that supports this

claim

2.1 BankUnited, N.A. Describe debtor's property that is subject to a lien $1,096,247.00 Unknown

Creditor's Name All assets of the Debtor except those

released by the UCC 3 as described on

schedule 1 of the UCC 3 filed on October 23,

2018. 7765 NW 148th Street

Hialeah, FL 33016

Creditor's mailing address Describe the lien

UCC-1

Is the creditor an insider or related party?

" No

Creditor's email address, if known # Yes

Is anyone else liable on this claim?

Date debt was incurred # No

" Yes. Fill out Schedule H: Codebtors (Official Form 206H)

Last 4 digits of account number

Do multiple creditors have an

interest in the same property?

As of the petition filing date, the claim is:

Check all that apply

" No # Contingent

# Unliquidated

# Disputed

# Yes. Specify each creditor,

including this creditor and its relative

priority.

3. Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any.

$1,096,247.0

0

Part 2: List Others to Be Notified for a Debt Already Listed in Part 1

List in alphabetical order any others who must be notified for a debt already listed in Part 1. Examples of entities that may be listed are collection agencies,

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

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

Name and address On which line in Part 1 did

you enter the related creditor?

Last 4 digits of

account number for

this entity

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

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 46 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )) A= ,.
Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 206E/F

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

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

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

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

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

Part 1: List All Creditors with PRIORITY Unsecured Claims

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

# No. Go to Part 2.

" Yes. Go to line 2.

2. List in alphabetical order all creditors who have unsecured claims that are entitled to priority in whole or in part. If the debtor has more than 3 creditors

with priority unsecured claims, fill out and attach the Additional Page of Part 1.

Total claim Priority amount

2.1 Priority creditor's name and mailing address As of the petition filing date, the claim is: $335.17 $335.17

Collier County Tax Collector

3291 Tamiami Trail East

Naples, FL 34112

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

Tangible Property Taxes for 2018, 2017, and

2016 tax years for 3971 Gulf Shore Blvd N.

Legal description: Telecommunications

Last 4 digits of account number 2552

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.2 Priority creditor's name and mailing address As of the petition filing date, the claim is: $23,668.45 $23,668.45

Collier County Tax Collector

3291 Tamiami Trail East

Naples, FL 34112

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

Tangible Property Taxes for 2018, 2017, 2016 for

181 Forest Lakes Blvd, Naples FL. Debt was

incurred by Litestream Holdings Turtle Lake,

LLC.

Last 4 digits of account number 1851

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims page 1 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 47 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )* A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

2.3 Priority creditor's name and mailing address As of the petition filing date, the claim is: $34,512.19 $34,512.19

Collier County Tax Collector

3291 Tamiami Trail East

Naples, FL 34112

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

Tangible Property Taxes for 2018, 2017, and

2016 for 1785 Santuary Pointe CT Naples, FL.

This debt was inccured by Litestream Sterling

Oaks, LLC.

Last 4 digits of account number 1848

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.4 Priority creditor's name and mailing address As of the petition filing date, the claim is: $6,392.37 $6,392.37

Collier County Tax Collector

3291 Tamiami Trail East

Naples, FL 34112

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

Tangible Property Taxes owed for 2018, 2017,

and 2016. Property address 6204 Janes LN

Naples, FL 2687. Legal description: F&F,

Equipment, Supllies.

Last 4 digits of account number 7901

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.5 Priority creditor's name and mailing address As of the petition filing date, the claim is: $136,752.64 $136,752.64

Collier County Tax Collector

3291 Tamiami Trail East

Naples, FL 34112

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

Tangible Property Taxes owed for 2018, 2017,

2016, 2015, and 2014.

Last 4 digits of account number 7891

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 2 of 17

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 48 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )+ A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

2.6 Priority creditor's name and mailing address As of the petition filing date, the claim is: $674.22 $674.22

Collier County Tax Collector

3291 Tamiami Trail East

Naples, FL 34112

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

Tangible Property Taxes owed for 2018 and

2017 tax year for property 3000 Sandpiper Bay

Circle Naples FL. Legal Description:

Telecommunications

Last 4 digits of account number 7055

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.7 Priority creditor's name and mailing address As of the petition filing date, the claim is: $911.99 $911.99

Collier County Tax Collector

3291 Tamiami Trail East

Naples, FL 34112

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

Tangible Property Taxes for 2018 and 2017 tax

year for property located at 3443 Gulf Shore

Blvd N. Legal description: Telecommunications.

Last 4 digits of account number 7042

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.8 Priority creditor's name and mailing address As of the petition filing date, the claim is: $7,570.79 $7,570.79

Florida Department of Revenue

5050 W Tennessee St

Bldg L

Tallahassee, FL 32399-0112

Check all that apply.

# Contingent

# Unliquidated

# Disputed

Date or dates debt was incurred Basis for the claim:

11/20/2019 October Sales / Communications Tax

Last 4 digits of account number

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.9 Priority creditor's name and mailing address As of the petition filing date, the claim is: $101,291.04 $101,291.04

Internal Revenue Service

Centralized Insolvency Operations

PO Box 7346

Philadelphia, PA 19101-7346

Check all that apply.

# Contingent

# Unliquidated

# Disputed

Date or dates debt was incurred Basis for the claim:

Payroll taxes

Last 4 digits of account number

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 3 of 17

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 49 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ), A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

2.10 Priority creditor's name and mailing address As of the petition filing date, the claim is: $2,366.47 $2,366.47

Internal Revenue Service

POB 7346

Philadelphia, PA 19101-7346

Check all that apply.

# Contingent

# Unliquidated

# Disputed

Date or dates debt was incurred Basis for the claim:

12/31/2017 Excise Tax

Last 4 digits of account number

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.11 Priority creditor's name and mailing address As of the petition filing date, the claim is: $0.00 $0.00

Palm Beach County Tax Collector

P.O. Box 3715

West Palm Beach, FL 33402-3715

Check all that apply.

# Contingent

# Unliquidated

# Disputed

Date or dates debt was incurred Basis for the claim:

Last 4 digits of account number Notice Only

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.12 Priority creditor's name and mailing address As of the petition filing date, the claim is: $57,177.86 $57,177.86

St. Johns County Tax Collector

4030 Lewis Speedway

Saint Augustine, FL 32084

Check all that apply.

# Contingent

# Unliquidated

# Disputed

Date or dates debt was incurred Basis for the claim:

2018 and 2019 Tangible Taxes

Last 4 digits of account number 0000

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

2.13 Priority creditor's name and mailing address As of the petition filing date, the claim is: $7,703.32 $7,703.32

St. Lucie County Tax Collector

P.O. Box 308

Ft. Pierce, FL 34954-0308

Check all that apply.

# Contingent

# Unliquidated

" Disputed

Date or dates debt was incurred Basis for the claim:

11/2/2018 Tangible taxes

Last 4 digits of account number

Specify Code subsection of PRIORITY

unsecured claim: 11 U.S.C. § 507(a) (8)

Is the claim subject to offset?

" No

# Yes

Part 2: List All Creditors with NONPRIORITY Unsecured Claims

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

out and attach the Additional Page of Part 2.

Amount of claim

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 4 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 50 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )- A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.1 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $8,192.25

AB Distributors, Inc.

1116 North Edgewood Ave.

Jacksonville, FL 32254

Date(s) debt was incurred 9/1/19 - 11/1/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Office rent

Is the claim subject to offset? " No # Yes

3.2 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $747.50

All American Air Conditioning

1010 State Road 312

St. Augustine, FL 32080

Date(s) debt was incurred 10/3/17i - 10/8/18

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Service

Is the claim subject to offset? " No # Yes

3.3 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,919.00

American Builders Insurance Company

P.O. Box 723099

Atlanta, GA 31139-0099

Date(s) debt was incurred 9/10/19 - 10/10/19

Last 4 digits of account number 2328

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Workman's comp insurance

Is the claim subject to offset? " No # Yes

3.4 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $6,444.63

Ansbacher Law

8818 Goodbys Executive Dr. Ste. 100

Jacksonville, FL 32217

Date(s) debt was incurred 2/19/2019

Last 4 digits of account number 471

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.5 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,000.00

Arin

P.O. Box 759477

Baltimore, MD 21275-9477

Date(s) debt was incurred 6/28/2019

Last 4 digits of account number HL13

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Annual fee

Is the claim subject to offset? " No # Yes

3.6 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $200.35

AT&T

Attn: Risk Mgmt

1010 Pine, 06-NW

St. Louis, MO 63101

Date(s) debt was incurred 3/6/2017

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Damage of cable

Is the claim subject to offset? " No # Yes

3.7 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,436.08

Brinks Home Security

P.O. Box 814530

Dallas, TX 75381-4530

Date(s) debt was incurred 5/14/18 - 12/14/18

Last 4 digits of account number 6101

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Security service

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 5 of 17

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 51 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ). A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.8 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,450.00

Castillo Lawn Service, Inc.

621 20th St. NE

Naples, FL 34120-3661

Date(s) debt was incurred 4/9/18 - 11/22/18

Last 4 digits of account number 6101

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Lawn service

Is the claim subject to offset? " No # Yes

3.9 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $597.00

Cerida Investment Corp.

1000 North Washington Blvd.

Sarasota, FL 34236

Date(s) debt was incurred 10/1/19 - 10/31/19

Last 4 digits of account number 2764

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Answering service

Is the claim subject to offset? " No # Yes

3.10 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $218.55

Comcast

141 NW 16th St

Pompano Beach, FL 33060-5250

Date(s) debt was incurred 1/11/2019

Last 4 digits of account number 8

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Internet services

Is the claim subject to offset? " No # Yes

3.11 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $839.19

Confluent Technology Group

85 Confluent Dr

Sikeston, MO 63801

Date(s) debt was incurred 6/6/2018

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Repairs

Is the claim subject to offset? " No # Yes

3.12 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $3,475.69

Conserv

200 CrossKeys Office Park

Fairport, NY 14450

Date(s) debt was incurred

Last 4 digits of account number 3301

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Miscellaneous services

Is the claim subject to offset? " No # Yes

3.13 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $12,204.40

Cox Media Group

P.O. Box 809619

Chicago, IL 60680-9619

Date(s) debt was incurred 10/15/14 - 12/30/14

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Retransmission fees

Is the claim subject to offset? " No # Yes

3.14 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $290.26

De Lage Landen Financial Services, Inc.

P.O. Box 41602

Philadelphia, PA 19101-1602

Date(s) debt was incurred 9/7/2019

Last 4 digits of account number 1540

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Copier lease

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 6 of 17

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 52 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )/ A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.15 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,540.89

Directworx

590 South Service Rd.

Stoney Creek, ON L8E 2W1

Date(s) debt was incurred 8/30/19 - 10/31/19

Last 4 digits of account number TH01

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Digital services

Is the claim subject to offset? " No # Yes

3.16 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $633.96

Esquire

2700 Centennial Tower

101 Marietta St.

Atlanta, GA 30303

Date(s) debt was incurred 2/20/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.17 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $399.00

Evolution Digital, LLC

Attn: Accounts Receivable

7347 S. Revere Parkway

Building A

Centannial, CO 80112

Date(s) debt was incurred 9/30/18 - 12/31/18

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: TIVO fees

Is the claim subject to offset? " No # Yes

3.18 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $56.82

Express Messenger Service LLC

123 NW 13th St. Ste. 312

Boca Raton, FL 33432

Date(s) debt was incurred 8/20/2019

Last 4 digits of account number RHO

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Delivery services

Is the claim subject to offset? " No # Yes

3.19 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $2,181.66

Exxon Mobil Fleet National

Wex Bank

P.O. Box 6293

Carol Stream, IL 60197

Date(s) debt was incurred 11/25/19

Last 4 digits of account number 9128

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Gas Credit Card

Is the claim subject to offset? " No # Yes

3.20 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $29.48

FDOT

P.O. Box 71237

Charlotte, NC 28272-1237

Date(s) debt was incurred 1/19/2019

Last 4 digits of account number 6950

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Tolls

Is the claim subject to offset? " No # Yes

3.21 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $3,713.06

FEC Row LLC

7150 Philips Highway

Jacksonville, FL 32256

Date(s) debt was incurred 7/1/2019

Last 4 digits of account number 688

# Contingent

# Unliquidated

# Disputed

Basis for the claim: License fee

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 7 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 53 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )0 A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.22 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,350.00

First Limerick, Inc.

P.O. Box 150336

Altamonte Springs, FL 32715-0336

Date(s) debt was incurred 4/8/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Consulting

Is the claim subject to offset? " No # Yes

3.23 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $9,889.02

Florida Blue

PO Box 660299

Dallas, TX 75266

Date(s) debt was incurred 10/18/2019

Last 4 digits of account number 6791

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Health insurance

Is the claim subject to offset? " No # Yes

3.24 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $90.10

Florida Court Reporting

2161 Palm Beach Lakes Blvd. Ste. 302

West Palm Beach, FL 33409

Date(s) debt was incurred 3/8/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal service

Is the claim subject to offset? " No # Yes

3.25 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $2,788.22

Florida Power & Light Co

General Mail Facililty

Miami, FL 33188-0001

Date(s) debt was incurred 11/5/2019

Last 4 digits of account number 8593

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Power services

Is the claim subject to offset? " No # Yes

3.26 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $86.60

Florida Telecommunications Relay, Inc.

Accounts Receivable Dept.

1820 E. Park Avenue Ste. 101

Tallahassee, FL 32301

Date(s) debt was incurred 6/30/2018

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: FL relay fee

Is the claim subject to offset? " No # Yes

3.27 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $156,442.79

Frank Mambuca

478 Terra Vista Court

Naples, FL 34119

Date(s) debt was incurred 9/13/2019

Last 4 digits of account number 8604

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Final Judgment

Is the claim subject to offset? " No # Yes

3.28 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $22,921.98

GLDS

306 Seippel Blvd.

Beaver Dam, WI 53916

Date(s) debt was incurred 9/1/19 - 11/1/19

Last 4 digits of account number S730

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Hosting service

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 8 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 54 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< )1 A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.29 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $15,000.00

Glenn St. Johns Homeowners

Association, Inc.

c/o Rizetta & Company

2806 N Fifth St Unit 403

Saint Augustine, FL 32084

Date(s) debt was incurred

Last 4 digits of account number 1276

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Potential Liability from Lawsuit

Is the claim subject to offset? " No # Yes

3.30 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $6,792.69

GT Leasing

2810 St. Augustine Rd.

Jacksonville, FL 32207

Date(s) debt was incurred 9/26/19 - 11/20/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Vehicle lease payment

Is the claim subject to offset? " No # Yes

3.31 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $11,588.80

Gunster

777 South Flagler Dr. Ste. 500

East Tower

West Palm Beach, FL 33401

Date(s) debt was incurred 4/23/17 - 6/23/17

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.32 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $71,265.82

Hahn Loeser

5811 Pelican Bay Blvd. Ste. 650

Naples, FL 34108

Date(s) debt was incurred 5/31/18 - 12/19/18

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.33 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $418.03

Havoline Express Lube

3451 N. Ponce De Leon Blvd.

St. Augustine, FL 32084

Date(s) debt was incurred 3/12/2019

Last 4 digits of account number 00LS

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Auto services

Is the claim subject to offset? " No # Yes

3.34 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $28,901.22

i2 Solutions

2847 43rd Ave NE

Naples, FL 34120

Date(s) debt was incurred

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Final judgment

Is the claim subject to offset? " No # Yes

3.35 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $2,784.58

In Demand Networks LLC

345 Hudson St. 17th Floor

New York, NY 10014

Date(s) debt was incurred Nov 17 - Dec 18

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Sports carriage fees

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 9 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 55 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *( A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.36 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $13,592.80

Interstate TRS Fund

P.O. Box 62634

Baltimore, MD 21264-2634

Date(s) debt was incurred 2017- 2018

Last 4 digits of account number 4822

# Contingent

# Unliquidated

# Disputed

Basis for the claim: FCC fees

Is the claim subject to offset? " No # Yes

3.37 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,994.33

IPFS Corporation

P.O. Box 412086

Kansas City, MO 64141-2086

Date(s) debt was incurred 10/21/2019

Last 4 digits of account number 8259

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Liability insurance

Is the claim subject to offset? " No # Yes

3.38 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,991.80

J & D Heating & Air Conditioning, Inc.

5631 Halifax Ave.

Fort Myers, FL 33912

Date(s) debt was incurred 8/28/2018

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Miscellaneous services

Is the claim subject to offset? " No # Yes

3.39 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $163.12

JEA

PO Box 45047

Jacksonville, 32232-5047 32232-5047

Date(s) debt was incurred 11/12/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Miscellaneous services

Is the claim subject to offset? " No # Yes

3.40 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $10.00

LeeWay Service Center

1366 Colonial Blvd.

Ft. Myers, FL 33907

Date(s) debt was incurred 6/4/2018

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Tolls

Is the claim subject to offset? " No # Yes

3.41 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $188,966.08

Lennar Homes, LLC

700 N.W. 107th Ave

400

Miami, FL 33172

Date(s) debt was incurred

Last 4 digits of account number 1181

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Final Judgment

Is the claim subject to offset? " No # Yes

3.42 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $208,594.86

Level 3 Communications LLC

P.O. Box 910182

Denver, CO 80291-0182

Date(s) debt was incurred 3/1/2017

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Miscellaneous services

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 10 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 56 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *) A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.43 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $6,142.44

Lindell & Farson PA

12276 San Jose Blvd

Ste 126

Jacksonville, FL 32223

Date(s) debt was incurred 11/5/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.44 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $5,567.04

MLB Network, LLC

Bank of America

16425 Collections Center Dr.

Chicago, IL 60693-0164

Date(s) debt was incurred 1/31/2019

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Programming

Is the claim subject to offset? " No # Yes

3.45 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $4,251.24

Momentum Telecom

222 Chastain Meadows Ct. Ste. 100

Kennesaw, GA 30144

Date(s) debt was incurred 5/1/19 - 10/1/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Internet/phone service

Is the claim subject to offset? " No # Yes

3.46 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $8,238.27

NBA TV, LLC

Olympic Tower

645 Fifth Ave.

New York, NY 10022

Date(s) debt was incurred 5/1/16 - 10/1/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Retransmission fees

Is the claim subject to offset? " No # Yes

3.47 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $51,037.30

NCTC

11200 Corporate Ave

Lenexa, KS 66219

Date(s) debt was incurred 10/30/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Programming

Is the claim subject to offset? " No # Yes

3.48 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $17.05

Neustar, inc.

P.O. Box 403034

Atlanta, GA 30384-3031

Date(s) debt was incurred 5/31/2018

Last 4 digits of account number 6100

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Miscellaneous services

Is the claim subject to offset? " No # Yes

3.49 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $7,801.22

Nexstar Broadcasting, Inc.

P.O. Box 841815

Dallas, TX 75284

Date(s) debt was incurred 4/30/16 - 1/31/17

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Retransmission fees

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 11 of 17

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.50 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $4,417.99

NHLN Affiliate Sales

Mail Code 11115

P.O. Box 70280

Philadelphia, PA 19176-0280

Date(s) debt was incurred 11/30/18 - 1/16/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Programming

Is the claim subject to offset? " No # Yes

3.51 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $135.70

NPAC Billing Operations

c/o iconnectiv

100 Somersat Corporate Blvd Center

Bridgewater, NJ 08807

Date(s) debt was incurred

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Phone Service Provider Charges

Is the claim subject to offset? " No # Yes

3.52 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,515.13

Old City Tire Outlet

250 San Marco Ave.

St. Augustine, FL 32085

Date(s) debt was incurred 10/10/2018

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Vehicle repair

Is the claim subject to offset? " No # Yes

3.53 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $31,034.84

Pioneer Credit Recovery

USB Bank - DMS PNR

POB 97913

St Louis, MO 63197-9000

Date(s) debt was incurred

Last 4 digits of account number 0132

# Contingent

# Unliquidated

" Disputed

Basis for the claim: USAC collections agent

Is the claim subject to offset? " No # Yes

3.54 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,269.00

Pop Media Networks, LLC

Lock Box #9026

P.O. Box 8500

Philadelphia, PA 19178-9026

Date(s) debt was incurred 7/31/19 - 9/30/19

Last 4 digits of account number 300

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Programming fees

Is the claim subject to offset? " No # Yes

3.55 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $7,863.52

Prestige Land & Law, PLLC

120 Butler St. Ste. B

West Palm Beach, FL 33407

Date(s) debt was incurred 3/22/19 - 7/3/19

Last 4 digits of account number 1166

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal fees

Is the claim subject to offset? " No # Yes

3.56 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $455.73

Principal Life Group

P.O. Box 14513

Des Moines, IA 50306-3513

Date(s) debt was incurred 10/16/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Dental insurance

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 12 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 58 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *+ A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.57 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,809,092.48

Rhodes, Paul

500 Australian Ave So

Ste 648

West Palm Beach, FL 33401

Date(s) debt was incurred

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Loans to company

Is the claim subject to offset? " No # Yes

3.58 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $390.00

Rock Legal Services

2048 Ponce De Leon Ave.

West Palm Beach, FL 33407

Date(s) debt was incurred 2/6/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.59 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,279.37

Rovi Guides, Inc.

7140 South Lewis Ave.

Tulsa, OK 74136

Date(s) debt was incurred 9/1/19 - 10/1/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Channel guide

Is the claim subject to offset? " No # Yes

3.60 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,399.95

Sage

1715 N Brown Road

Lawrenceville, GA 30043

Date(s) debt was incurred 8/28/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Dues & subscriptions

Is the claim subject to offset? " No # Yes

3.61 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $27,373.97

Seidensticker & San Filippo LLC

909 6th Ave N

Ste 100

Naples, FL 34102

Date(s) debt was incurred

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Potential Liability from Lawsuit

Is the claim subject to offset? " No # Yes

3.62 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $1,938.33

Showtime Networks, Inc.

P.O. Box 13495

Newark, NJ 07188-0495

Date(s) debt was incurred 8/31/19 - 10/31/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Programming fees

Is the claim subject to offset? " No # Yes

3.63 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $229.68

SNI/SI Networks, LLC

23398 Network Place

Chicago, IL 60673-3398

Date(s) debt was incurred 7/1/18 - 9/1/18

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Programming fees

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 13 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 59 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *, A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.64 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $19,500.00

Sommers, Everhart & Kohler, P.A.

380 Columbia Dr. Ste. 111

West Palm Beach, FL 33409

Date(s) debt was incurred 10/20/2014

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Accounting fees

Is the claim subject to offset? " No # Yes

3.65 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $135,000.00

Steven Kovacheff

Cathy Ann Scott Esq.

250 S Central Blvd Ste A

Jupiter, FL 33458

Date(s) debt was incurred

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Final Judgment

Is the claim subject to offset? " No # Yes

3.66 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $48,153.95

Sun Sports

File #55652

Los Angeles, CA 90074-5652

Date(s) debt was incurred 9/7/2017

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Programming services

Is the claim subject to offset? " No # Yes

3.67 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $13,155.51

Sunshine State One Call of Florida, Inc.

11 Plantation Rd.

Debary, FL 32713

Date(s) debt was incurred 10/31/2016 - 10/31/19

Last 4 digits of account number 1108

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Locating expense

Is the claim subject to offset? " No # Yes

3.68 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $35.43

TECO

PO Box 31017

Tampa, FL 33631-3017

Date(s) debt was incurred 11/6/2019

Last 4 digits of account number 2

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Miscellaneous services

Is the claim subject to offset? " No # Yes

3.69 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $12,150.00

Templeton

222 Lakeview Ave. Ste. 1200

West Palm Beach, FL 33401

Date(s) debt was incurred 1/1/2018

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Accounting fees

Is the claim subject to offset? " No # Yes

3.70 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $115.03

Terminix

P.O. Box 742592

Cincinnati, OH 45274-2592

Date(s) debt was incurred 9/23/2019

Last 4 digits of account number 2809

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Pest control

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 14 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 60 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *- A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.71 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $2,367.26

Tower Distribution Company

Attn: Accounts Receivable

5980 Collection Center Dr.

Chicago, IL 60693

Date(s) debt was incurred 3/1/2019 - 10/1/19

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Retransmission fees

Is the claim subject to offset? " No # Yes

3.72 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $644.00

TSQ Solutions, Inc.

P.O. Box 826

Wilton, CA 95693-0826

Date(s) debt was incurred 9/23/19 - 10/22/19

Last 4 digits of account number 9657

# Contingent

# Unliquidated

# Disputed

Basis for the claim: PPV

Is the claim subject to offset? " No # Yes

3.73 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $7,750.00

Uniti Fiber

P.O. Box 841153

Dallas, TX 75284-1153

Date(s) debt was incurred 10/1/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Internet service

Is the claim subject to offset? " No # Yes

3.74 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $4,020.87

Universal Service Administrative Co.

P.O. Box 105056

Atlanta, GA 30348-5056

Date(s) debt was incurred

Last 4 digits of account number 4822

# Contingent

# Unliquidated

# Disputed

Basis for the claim: USAC phone fees

Is the claim subject to offset? " No # Yes

3.75 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $2,158.55

Veritext LLC

2 S. Biscayne Blvd. Ste. 2250

Miami, FL 33131

Date(s) debt was incurred 2/12/2019

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.76 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $31,600.30

Vubiquity

3900 W. Alameda Ave. Ste. 1700

Burbank, CA 91505

Date(s) debt was incurred 3/31/2018 - 2/28/19

Last 4 digits of account number 476

# Contingent

# Unliquidated

" Disputed

Basis for the claim: On Demand

Is the claim subject to offset? " No # Yes

3.77 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $90.75

W.B. Underground Cable, Inc.

319 Summer Springs Ct.

Jacksonville, FL 32225

Date(s) debt was incurred 8/18/2017

Last 4 digits of account number

# Contingent

# Unliquidated

# Disputed

Basis for the claim: Construction

Is the claim subject to offset? " No # Yes

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 15 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 61 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *. A= ,.
Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

3.78 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $8,084.89

WCWJ - TV

P.O. Box 936261

Atlanta, GA 31193-6261

Date(s) debt was incurred 2/28/2017 - 12/31/18

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Retransmission fees WB

Is the claim subject to offset? " No # Yes

3.79 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $26,596.86

William Haggarty

Daren Phillips Esq

350 5th Ave S

Ste 200

Naples, FL 34102

Date(s) debt was incurred

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Judgment - settlement balance

Is the claim subject to offset? " No # Yes

3.80 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $16,969.50

William McKinley Law PA

PO Box 2226

Bartow, FL 33831

Date(s) debt was incurred 11/1/2019

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Legal services

Is the claim subject to offset? " No # Yes

3.81 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $9,364.99

Windstream

Attn: Customer Care

P.O. Box 3177

Cedar Rapids, IA 52406-3177

Date(s) debt was incurred 10/22/2017

Last 4 digits of account number 6069

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Internet / phone

Is the claim subject to offset? " No # Yes

3.82 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $10,318.35

Windstream

Attn: Customer Care

P.O. Box 3177

Cedar Rapids, IA 52406-3177

Date(s) debt was incurred 3/29/2019

Last 4 digits of account number 7182

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Internet / phone

Is the claim subject to offset? " No # Yes

3.83 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $26,328.10

WJXX/Tenga

P.O. Box 637641

Cincinnati, OH 45263-7641

Date(s) debt was incurred 3/1/2016

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Retransmission fees ABC

Is the claim subject to offset? " No # Yes

3.84 Nonpriority creditor's name and mailing address As of the petition filing date, the claim is: Check all that apply. $2,300.97

Yes Network

32896 Collection Dr.

Chicago, IL 60693-0328

Date(s) debt was incurred 10/11/2017

Last 4 digits of account number

# Contingent

# Unliquidated

" Disputed

Basis for the claim: Retransmission fees

Is the claim subject to offset? " No # Yes

Part 3: List Others to Be Notified About Unsecured Claims

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 16 of 17

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name

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

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

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

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

related creditor (if any) listed?

Last 4 digits of

account number, if

any

4.1 Anthony Lawhon, P.A.

3003 Tamiami Trail N., Suite 200

Naples, FL 34103

Line 3.27

# Not listed. Explain

4.2 Dennis Hollingsworth, Tax Collector

P.O. Box 9001

St. Augustine, FL 32085-9001

Line 2.12

# Not listed. Explain

4.3 Intelligent Infrastructure Solutions

, LLC

7676 Jean Blvd

Fort Myers, FL 33967

Line 3.34

# Not listed. Explain

4.4 Jimerson & Cobb, P.A.

One Independant Drive

Suite 1400

Jacksonville, FL 32202

Line 3.29

# Not listed. Explain

4.5 Lennar Homes LLC

Michael Orr Esq.

50 N Laura St

Ste 1675

Jacksonville, FL 32202

Line 3.41

# Not listed. Explain

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

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

Total of claim amounts

5a. Total claims from Part 1 5a. $ 379,356.51

5b. Total claims from Part 2 5b. + $ 3,141,358.17

5c. Total of Parts 1 and 2

Lines 5a + 5b = 5c. 5c. $ 3,520,714.68

Official Form 206 E/F Schedule E/F: Creditors Who Have Unsecured Claims Page 17 of 17

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 63 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *0 A= ,.
Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 206G

Schedule G: Executory Contracts and Unexpired Leases 12/15

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

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

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

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

(Official Form 206A/B).

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

whom the debtor has an executory contract or unexpired

lease

2.1. State what the contract or

lease is for and the nature of

the debtor's interest

commercial office and

warehouse lease

located at 280 Business

Park Circle Suite 412 &

413, St. Augustine

Florida 32095.

A-B Distibutors, Inc.

1116 N. Edgewood Ave.

Jacksonville, FL 32254

State the term remaining Lease expires on

January 31, 2020

List the contract number of any

government contract

2.2. State what the contract or

lease is for and the nature of

the debtor's interest

Contract between

Debtor and D.R.

Horton, Inc. -

Jacksonville to provide

broadband cable

television services and

internet to the

community.

D.R. Horton, Inc. - Jacksonville

9456 Philips Highway, Suite 1

Jacksonville, FL 32256

State the term remaining February 7, 2022

List the contract number of any

government contract

2.3. State what the contract or

lease is for and the nature of

the debtor's interest

Copier Lease

DeLage Landen

POB 41602

Mc Bee, SC 29101

State the term remaining October 2020

List the contract number of any

government contract

2.4. State what the contract or

lease is for and the nature of

the debtor's interest

Vehicle Leases

GT Leasing

2810 St. Augustine Rd

Jacksonville, FL 32207

State the term remaining June 1, 2020

Official Form 206G Schedule G: Executory Contracts and Unexpired Leases Page 1 of 3

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 64 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< *1 A= ,.
Debtor 1 Litestream Holdings, LLC Case number (if known) 19-26043

First Name Middle Name Last Name

Additional Page if You Have More Contracts or Leases

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

whom the debtor has an executory contract or unexpired

lease

List the contract number of any

government contract

2.5. State what the contract or

lease is for and the nature of

the debtor's interest

Contract between

Debtor and Johns

Creek, LLC to provide

broadband cable

television services and

internet to the

community.

Johns Creek, LLC

3020 Hartley Road, Suite 100

Jacksonville, FL 32257

State the term remaining

List the contract number of any

government contract

2.6. State what the contract or

lease is for and the nature of

the debtor's interest

Contract between

Debtor and KB Home

Jacksonville, LLC to

provide broadband

cable television

services and internet to

the community.

KB Home Jacksonville, LLC

10475 Fortune Parkway, Suite 100

Jacksonville, FL 32256

State the term remaining June 1, 2027

List the contract number of any

government contract

2.7. State what the contract or

lease is for and the nature of

the debtor's interest

Contract between

Debtor and Palencia

North Homeowners

Association to provide

broadband cable

television services and

internet to the

community.

Palencia North Homeowners Association

14785 St. Augustine Road

Jacksonville, FL 32256

State the term remaining September 27, 2022

List the contract number of any

government contract

2.8. State what the contract or

lease is for and the nature of

the debtor's interest

Contract between

Debtor and Palencia

Property Owners

Association of St.

Johns County, Inc. to

provide broadband

cable television

services and internet to

the community.

Palencia Property Owners Association

of St Johns County, Inc

605 Palencia Club

Saint Augustine, FL 32095

State the term remaining

List the contract number of any

government contract

Official Form 206G Schedule G: Executory Contracts and Unexpired Leases Page 2 of 3

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Debtor 1 Litestream Holdings, LLC Case number (if known) 19-26043

First Name Middle Name Last Name

Additional Page if You Have More Contracts or Leases

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

whom the debtor has an executory contract or unexpired

lease

2.9. State what the contract or

lease is for and the nature of

the debtor's interest

Marketing Contract

Pat Thompson, Co

3 Gallatin Drive, Apt A

Bozeman, MT 59718

State the term remaining January 11, 2020

List the contract number of any

government contract

Official Form 206G Schedule G: Executory Contracts and Unexpired Leases Page 3 of 3

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Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 206H

Schedule H: Your Codebtors 12/15

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

Additional Page to this page.

1. Do you have any codebtors?

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

" Yes

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

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

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

Column 1: Codebtor Column 2: Creditor

Name Mailing Address Name Check all schedules

that apply:

2.1 Cable Bahamas

LTD

Robinson & Old Trail Road

New Providence Bahamas BS

BankUnited, N.A. " D 2.1

# E/F

# G

2.2 Summit

Broadband, Inc

4558 35th Street

Orlando, FL 32811

BankUnited, N.A. " D 2.1

# E/F

# G

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

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Fill in this information to identify the case:

Debtor name Litestream Holdings, LLC

United States Bankruptcy Court for the: SOUTHERN DISTRICT OF FLORIDA

Case number (if known) 19-26043

# Check if this is an

amended filing

Official Form 207

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

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

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

Part 1: Income

1. Gross revenue from business

# None.

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

which may be a calendar year

Sources of revenue

Check all that apply

Gross revenue

(before deductions and

exclusions)

From the beginning of the fiscal year to filing date:

From 1/01/2019 to Filing Date

" Operating a business $1,780,202.00

# Other

For prior year:

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

" Operating a business $10,809,506.00

" Other Partial Sale of Assets

For year before that:

From 1/01/2017 to 12/31/2017

" Operating a business $6,012,108.00

# Other

2. Non-business revenue

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

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

# None.

Description of sources of revenue Gross revenue from

each source

(before deductions and

exclusions)

For prior year:

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

Interest from Fidelity

Investment account $16.52

For year before that:

From 1/01/2017 to 12/31/2017 Interest/Dividend $83.93

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

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

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

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

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

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

# None.

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

Check all that apply

3.1. See Attached List $313,885.90 # Secured debt

# Unsecured loan repayments

" Suppliers or vendors

" Services

# Other

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

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

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

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

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

debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managing agent of the debtor. 11 U.S.C. § 101(31).

" None.

Insider's name and address

Relationship to debtor

Dates Total amount of value Reasons for payment or transfer

5. Repossessions, foreclosures, and returns

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

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

" None

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

6. Setoffs

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

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

debt.

" None

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

taken

Amount

Part 3: Legal Actions or Assignments

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

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

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

# None.

Case title

Case number

Nature of case Court or agency's name and

address

Status of case

7.1. Seinsticker & San Filippo,

LLC vs. Litestream Holdings,

LLC

2019-CA-1770

Civil Twentieth Judicial Court

Collier County

33515 Tamiami Trail East

Suite 501

Naples, FL 34112

" Pending

# On appeal

# Concluded

7.2. Intelligent Infrastructure

Solutions LLC vs. Litestream

Holdings, LLC

2019-CA-376

Civil Twentieth Judicial Court

Collier County

33515 Tamiami Trail East

Suite 501

Naples, FL 34112

# Pending

# On appeal

" Concluded

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Case title

Case number

Nature of case Court or agency's name and

address

Status of case

7.3. Larry H Ray, as Collier

County Tax Collector

11-2019-CA-002339-0001-XX

Civil Twentieth Judicial Court

Collier County

33515 Tamiami Trail East

Suite 501

Naples, FL 34112

# Pending

# On appeal

" Concluded

7.4. Dennis W. Hollingsworth as

Tax Collector vs. 2 Brothers

Food Mart LLC et al

552019CA001433A000XX

Civil Seventh Judicial Court St.

Johns County

4010 Lewis Speedway #365

Saint Augustine, FL 32084

# Pending

# On appeal

" Concluded

7.5. Glen St. Johns HOA, Inc. vs.

Litestream Holdings, LLC

552018CA0001276A

Civil Seventh Judicial Court St.

Johns County

4010 Lewis Speedway #365

Saint Augustine, FL 32084

" Pending

# On appeal

# Concluded

7.6. Lennar Homes, LLC vs.

Litestream Holdings, LLC

552017CA001181A000XX

Civil Seventh Judicial Court St.

Johns County

4010 Lewis Speedway #365

Saint Augustine, FL 32084

" Pending

# On appeal

# Concluded

7.7. Frank Mambuca vs.

Litestream Holdings, LLC

19-CA-8604

Civil Fifteenth Judicial Court

Palm Beach

205 N Dixie Hwy

West Palm Beach, FL 33401

# Pending

# On appeal

" Concluded

7.8. Steven Kovacheff vs.

Litestream Holdings, LLC

11-2015-CA-000376-001

Breach Twentieth Judicial Court

Collier County

33515 Tamiami Trail East

Suite 501

Naples, FL 34112

# Pending

" On appeal

# Concluded

8. Assignments and receivership

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

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

" None

Part 4: Certain Gifts and Charitable Contributions

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

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

# None

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

9.1. Florida Gulf Coast University

Scholarship Fund

10501 FGCU Blvd So

Fort Myers, FL 33965

cash donation

March 18, 2018 $1,000.00

Recipients relationship to debtor

Part 5: Certain Losses

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

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

" None

Description of the property lost and

how the loss occurred

Amount of payments received for the loss

If you have received payments to cover the loss, for

example, from insurance, government compensation, or

tort liability, list the total received.

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

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

Dates of loss Value of property

lost

Part 6: Certain Payments or Transfers

11. Payments related to bankruptcy

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

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

relief, or filing a bankruptcy case.

# None.

Who was paid or who received

the transfer?

Address

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

value

11.1. Furr and Cohen, P.A.

2255 Glades Road

Suite 301E

Boca Raton, FL 33431 Attorney's Fees and Costs 11/27/19 $27,000.00

Email or website address

Who made the payment, if not debtor?

Debtor, funded by BankUnited

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

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

to a self-settled trust or similar device.

Do not include transfers already listed on this statement.

" None.

Name of trust or device Describe any property transferred Dates transfers

were made

Total amount or

value

13. Transfers not already listed on this statement

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

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

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

" None.

Who received transfer?

Address

Description of property transferred or

payments received or debts paid in exchange

Date transfer

was made

Total amount or

value

Part 7: Previous Locations

14. Previous addresses

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

" Does not apply

Address Dates of occupancy

From-To

Part 8: Health Care Bankruptcies

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

15. Health Care bankruptcies

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

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

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

" No. Go to Part 9.

# Yes. Fill in the information below.

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

the debtor provides

If debtor provides meals

and housing, number of

patients in debtor’s care

Part 9: Personally Identifiable Information

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

" No.

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

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

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

# No. Go to Part 10.

" Yes. Does the debtor serve as plan administrator?

# No Go to Part 10.

" Yes. Fill in below:

Name of plan Employer identification number of the plan

Rhodes Holdings 401(k) Plan EIN: 59-2694731

Has the plan been terminated?

" No

# Yes

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

18. Closed financial accounts

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

moved, or transferred?

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

cooperatives, associations, and other financial institutions.

" None

Financial Institution name and

Address

Last 4 digits of

account number

Type of account or

instrument

Date account was

closed, sold,

moved, or

transferred

Last balance

before closing or

transfer

19. Safe deposit boxes

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

case.

" None

Depository institution name and address Names of anyone with

access to it

Address

Description of the contents Do you still

have it?

20. Off-premises storage

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

which the debtor does business.

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

# None

Facility name and address Names of anyone with

access to it

Description of the contents Do you still

have it?

Life Storage

1401 Mercer Ave

West Palm Beach, FL 33401

Patricia Hertvik

500 Australian Ave S Ste

648

West Palm Beach, FL

33401

Historical records including

invoices and bank

statements.

# No

" Yes

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

21. Property held for another

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

not list leased or rented property.

" None

Part 12: Details About Environment Information

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

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

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

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

owned, operated, or utilized.

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

similarly harmful substance.

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

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

" No.

# Yes. Provide details below.

Case title

Case number

Court or agency name and

address

Nature of the case Status of case

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

environmental law?

" No.

# Yes. Provide details below.

Site name and address Governmental unit name and

address

Environmental law, if known Date of notice

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

" No.

# Yes. Provide details below.

Site name and address Governmental unit name and

address

Environmental law, if known Date of notice

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

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

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

Include this information even if already listed in the Schedules.

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

" None

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

Do not include Social Security number or ITIN.

Dates business existed

26. Books, records, and financial statements

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

# None

Name and address Date of service

From-To

26a.1. Sally Larson

460 W Main Street #101

Blue Ridge, GA 30513

2004 to present

26a.2. Patricia Hertvik

500 Australian Ave S #648

West Palm Beach, FL 33401

2014 to present

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

within 2 years before filing this case.

" None

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

" None

Name and address If any books of account and records are

unavailable, explain why

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

statement within 2 years before filing this case.

# None

Name and address

26d.1. Bank United

7765 NW 148 St

Hialeah, FL 33016

27. Inventories

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

# No

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

Name of the person who supervised the taking of the

inventory

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

or other basis) of each inventory

27.1

.

Dane McWilliams

12/31/18 108,933.00

Name and address of the person who has possession of

inventory records

Litestream Holdings, LLC

280 Business Park Circle #412

Saint Augustine, FL 32095

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

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

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

Name Address Position and nature of any

interest

% of interest, if

any

Paul Rhodes 500 Australian Ave S #648

West Palm Beach, FL 33401

Managing Member 99%

Name Address Position and nature of any

interest

% of interest, if

any

Rhodes Management

Company

Rhodes Mangement Company

is an S Corporation of

Managing Member Paul

Rhodes

1%

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

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

" No

# Yes. Identify below.

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

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

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

# No

" Yes. Identify below.

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

property

Dates Reason for

providing the value

30.1

.

Paul Rhodes

500 Australian Ave S #648

West Palm Beach, FL 33401

More funds were

loaned into the

company than

were distributed

out within the

past year.

Relationship to debtor

Managing Member

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

" No

# Yes. Identify below.

Name of the parent corporation Employer Identification number of the parent

corporation

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

" No

# Yes. Identify below.

Name of the pension fund Employer Identification number of the parent

corporation

Part 14: Signature and Declaration

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

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

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

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

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

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Debtor Litestream Holdings, LLC Case number (if known) 19-26043

and correct.

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

Executed on December 23, 2019

/s/ Paul Rhodes Paul Rhodes

Signature of individual signing on behalf of the debtor Printed name

Position or relationship to debtor Managing Member

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

# No

" Yes

Official Form 207 Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy page 9

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 77 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ,* A= ,.
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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 78 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ,+ A= ,.
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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 79 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ,, A= ,.
United States Bankruptcy Court

Southern District of Florida

In re Litestream Holdings, LLC Case No. 19-26043

Debtor(s) Chapter 11

LIST OF EQUITY SECURITY HOLDERS

Following is the list of the Debtor's equity security holders which is prepared in accordance with rule 1007(a)(3) for filing in this Chapter 11 Case

Name and last known address or place of

business of holder

Security Class Number of Securities Kind of Interest

-NONEDECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP

I, the Managing Member of the corporation named as the debtor in this case, declare under penalty of perjury that I

have read the foregoing List of Equity Security Holders and that it is true and correct to the best of my information and

belief.

Date December 23, 2019 Signature /s/ Paul Rhodes

Paul Rhodes

Penalty for making a false statement of concealing property: Fine of up to $500,000 or imprisonment for up to 5 years or both.

18 U.S.C. §§ 152 and 3571.

Sheet 1 of 1 in List of Equity Security Holders

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 80 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ,- A= ,.
United States Bankruptcy Court

Southern District of Florida

In re Litestream Holdings, LLC Case No. 19-26043

Debtor(s) Chapter 11

VERIFICATION OF CREDITOR MATRIX

I, the Managing Member of the corporation named as the debtor in this case, hereby verify that the attached list of creditors is true and

correct to the best of my knowledge.

Date: December 23, 2019 /s/ Paul Rhodes

Paul Rhodes/Managing Member

Signer/Title

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 81 of 100 38B< )1&*.(,+&626 4A9 *1 5?@<; )*'*+')1 78>< ,. A= ,.
United States Bankruptcy Court

Southern District of Florida

In re Litestream Holdings, LLC Case No. 19-26043

Debtor(s) Chapter 11

DEBTOR'S NOTICE OF COMPLIANCE WITH REQUIREMENTS FOR AMENDING

CREDITOR INFORMATION

This notice is being filed in accordance with Local Rules 1007-2(B), 1009-1(D), or 1019-1(B) upon the filing of an amendment to the

debtor’s lists, schedules or statements, pursuant to Bankruptcy Rules 1007, 1009, 1019 or 5010-1(B). I certify that:

[x] The paper filed adds creditor(s) as reflected on the attached list (include name and address of each creditor being added). I

have:

1. remitted the required fee (unless the paper is a Bankruptcy Rule 1019(5) report);

2. provided the court with a supplemental matrix of only the added creditors on a CD or memory stick in electronic text

format (ASCII or MS-DOS text), or electronically uploaded the added creditors in CM/ECF;

3. provided notice to affected parties, including service of a copy of this notice and a copy of the §341 or post conversion

meeting notice [see Local Rule 1009-1(D)(2)] and filed a certificate of service in compliance with the court [see Local

Rule 2002-1(F)]; and

4. filed an amended schedule(s) and summary of schedules; and

5. filed a motion to reopen accompanied by the required filing fee (if adding creditors pursuant to Local Rule 5010-1(B))

[ ] The paper filed deletes a creditor(s) as reflected on the attached list (include name and address of each creditor being

deleted). I have:

1. remitted the required fee;

2. provided notice to affected parties and filed a certificate of service in compliance with the court [see Local Rule 2002-1

(F)]; and

3. filed an amended schedule(s) and summary of schedules.

[ ] The paper filed corrects the name and/or address of a creditor(s) as reflected on the attached list. I have:

1. provided notice to affected parties, including service of a copy of this notice and a copy of the §341 or post conversion

meeting notice [see Local Rule 1009-1(D)(2)] and filed a certificate of service in compliance with the court [see Local

Rule 2002-1 (F)]; and

2. filed an amended schedule(s) or other paper.

[ ] The paper filed corrects schedule D or E/F amount(s) or classification(s). I have:

1. remitted the required fee;

2. provided notice to affected parties and filed a certificate of service in compliance with the court [see Local Rule 2002-1

(F)]; and

3. filed an amended schedule(s) and summary of schedules.

[ ] None of the above apply. The paper filed does not require an additional fee, a supplemental matrix, or notice to affected

parties. It does does not require the filing of an amended schedule and summary of schedules.

I also certify that, if filing amended schedules, Bankruptcy Form 106 “Declaration About an Individual Debtor’s Schedules” (signed

by both debtors) or Bankruptcy Form 202 , “Declaration Under Penalty of Perjury for Non-Individual Debtors” has been filed as

required by Local Rules 1007-2(B), 1009-1(A)(2) and (D)(1), or 1019-1(B).

LF-4 (rev. 12/01/15)

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 82 of 100 05?8 ).&*-(,+&3/3 1>6 *.&) 2<=87 )*'*+'). 45;8 ) >9 *
Dated: 12/23/19

/s/ Robert C. Furr /s/ Paul Rhodes

Attorney for Debtor (or Debtor, if pro se) Paul Rhodes

Debtor

Robert C. Furr 210854

2255 Glades Rd.

Suite 301E

Boca Raton, FL 33431

Print Name & Florida Bar Number Address

561-395-0500 Fax: 561-338-7532

Phone Number

LF-4 (rev. 12/01/15)

Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Best Case Bankruptcy

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 83 of 100 05?8 ).&*-(,+&3/3 1>6 *.&) 2<=87 )*'*+'). 45;8 * >9 *
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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 84 of 100 05?8 ).&*-(,+&3/3 1>6 *.&* 2<=87 )*'*+'). 45;8 ) >9 )
EXHIBIT G

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 85 of 100
(305) 358-8875

OUELLETTE & MAULDIN COURT REPORTERS, INC.

1 (Pages 1 to 4)

Page 1

1 UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

2

3

IN RE: CASE NO. 19-26043-MAM

4

LITESTREAM HOLDINGS, LLC,

5

Debtor.

6 ________________________________/

7

8 341 MEETING OF CREDITORS

9 January 7, 2020

10 The above-entitled cause came on for a Section 341

11 Meeting of Creditors before HEIDI FEINMAN, Trial Attorney,

12 Office of the U.S. Trustee, Department of Justice, in the

13 UNITED STATES BANKRUPTCY COURT, in and for the SOUTHERN

14 DISTRICT OF FLORIDA, at 1515 North Flagler Dr., West Palm

15 Beach, Palm Beach County, Florida on January 7, 2020,

16 commencing at or about 11:30 a.m., and the following

17 proceedings were had.

18

19

20

21

22

23

24 Transcribed from a digital recording by:

Cheryl L. Jenkins, RPR, RMR

25

Page 2

1

2

3 APPEARANCES:

4

HEIDI FEINMAN, Trial Attorney

5 Office of the U.S. Trustee

Department of Justice

6

7

FURR & COHEN, by

8 ALVIN S. GOLDSTEIN, Esquire

On behalf of the Debtor

9

10

KOZYAK TROPIN & THROCKMORTON, by

11 DAVID L. ROSENDORF, Esquire

On behalf of Lennar Homes

12

13 - - - - - - -

14

15 WITNESS

Paul Rhodes Page

16 Examination by Ms. Feinman 4,56

Examination by Mr. Rosendorf 41

17

18

19

20

21

22

23

24

25

Page 3

1 MS. FEINMAN: This is the 341 Meeting for

2 Litestream Holdings, LLC, Case Number 19-26043. It is

3 January 7, 2020, about 11:45 a.m. My name is

4 Heidi Feinman. I'm the attorney with the U.S. Trustee's

5 Office who is handling this case.

6 This is a meeting of the debtor, the

7 creditors, and the U.S. Trustee pursuant to Section 341 of

8 the Bankruptcy Code which allows us to examine the debtor,

9 go through the schedules, and get some background

10 information.

11 It is being recorded. We'll keep a copy of

12 the recording in our office should anybody care to get a

13 copy of it.

14 Sir, if you could state your full name?

15 MR. RHODES: Paul Andrew Rhodes.

16 MS. FEINMAN: And what is your position with

17 the company?

18 MR. RHODES: CEO.

19 MS. FEINMAN: And are you the managing

20 member as well?

21 MR. RHODES: I am.

22 MS. FEINMAN: Okay. So, Mr. Rhodes, what

23 I'm going to do is swear you in, ask you some questions,

24 go through the schedules, get some background information.

25 When I get finished, I'll let creditors here

Page 4

1 ask questions they may have. I'd just ask that you state

2 your name and who you represent so we can get it on the

3 record.

4 If you'll raise your right hand?

5 Do you swear or affirm the answers you're

6 about to give today are the truth, the whole truth and

7 nothing but the truth?

8 MR. RHODES: I do.

9 Thereupon,

10 PAUL RHODES,

11 having been first duly sworn, was examined and testified

12 as follows:

13 MS. FEINMAN: Mr. Goldstein, do you just

14 want to make an appearance?

15 MR. GOLDSTEIN: Sure. Alvin Goldstein,

16 Furr & Cohen, for the debtor.

17 EXAMINATION

18 BY MS. FEINMAN:

19 Q. Okay. Mr. Rhodes, did you go to Furr &

20 Cohen and discuss the filing of a Chapter 11 bankruptcy

21 case for Litestream Holdings?

22 A. I did.

23 Q. And did you authorize Furr & Cohen to file

24 the petition?

25 A. I did.

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(305) 358-8875

OUELLETTE & MAULDIN COURT REPORTERS, INC.

2 (Pages 5 to 8)

Page 5

1 Q. And did you sign that petition?

2 A. I did.

3 Q. And did you provide the financial

4 information that was used by Furr & Cohen to prepare the

5 schedules and Statement of Financial Affairs?

6 A. My controller did, and I reviewed them.

7 Q. Okay. So you reviewed them. Did you sign

8 them, sign the documents?

9 A. I don't recall.

10 Q. Did you -- you reviewed the documents that

11 Furr & Cohen provided you?

12 A. I reviewed the debtor-in-possession

13 financing budget.

14 Q. Okay. I'm going to hand you what is filed

15 with the court as Document 29.

16 A. Sure.

17 Q. I want you to take a look at this.

18 A. Okay.

19 Okay. Go ahead.

20 Q. Go ahead and take a look at it, and let me

21 know if you've seen this before.

22 A. I have.

23 Q. Okay, and did you, did you sign the

24 document? This is going to have an electronic signature

25 on it, but did you --

Page 6

1 A. I did.

2 Q. -- sign it?

3 A. Yes.

4 Q. Your signature, and did you authorize the

5 firm to file this on behalf of Litestream?

6 A. I did.

7 Q. Okay. To the best of your knowledge is this

8 true and correct?

9 A. As far as I know. I mean, it was prepared

10 very capably, I think, by Lyndia, in the Furr & Cohen

11 office, based on information, as far as I know, that my

12 controller provided her.

13 Q. As you sit here today, do you think that

14 there are any changes that need to be made?

15 A. Not that I'm aware of.

16 MS. FEINMAN: Okay. Mr. Goldstein, do you

17 have any opening comments that you want to make?

18 MR. GOLDSTEIN: Litestream is in the cable

19 and Internet business. They had previously had operations

20 both in the St. Augustine area, and in the Naples area.

21 About a year ago they sold off the Naples

22 operation, and realized about 6 million or so for that,

23 which largely went to pay down the BankUnited debt, and

24 the remaining operations, because of the economies of

25 scale, just at this point don't make sense to continue

Page 7

1 operations. It doesn't seem to be something that can be a

2 profitable enterprise.

3 THE WITNESS: So I would disagree with that.

4 THE COURT: Wait, wait.

5 MR. GOLDSTEIN: Okay.

6 BY MS. FEINMAN:

7 Q. Okay. Go ahead.

8 A. Yeah, so the business is profitable. It's a

9 small business at this point because we sold two-thirds of

10 it. It was profitable this month on an operating basis.

11 It's just at this point -- we tried to sell the entirety

12 of our assets, business operations in Florida.

13 As Mr. Goldstein said, we sold the Naples,

14 the larger part of the business, and so the remainder is

15 not a business that makes sense for a sole proprietor to

16 keep. It makes more sense to be added on to another

17 existing cable operation that has more scale, but it is a

18 profitable small business. It's got 13 employees, and I'm

19 sure you've got other questions around that, and so we had

20 put it up for sale --

21 Q. Uh-huh.

22 A. -- with a broker, who was fielding

23 interested parties' inquiries, and we had some interested

24 parties.

25 The bank, BankUnited, suggested that the

Page 8

1 most expeditious way to sell the business would be to put

2 it in bankruptcy and have a 363 sale, and so prompted by

3 some discussions with the bank, we choose this as an

4 expeditious way to sell this small business. That's the

5 truth.

6 Q. Okay. Who are the other members of the

7 entity?

8 A. It's only myself, as to 99 percent, if I

9 recall correctly, and a management company that I own, I

10 think it's called Rhodes Holdings, with 1 percent.

11 Q. Okay, and Rhodes Holding, you're the sole

12 shareholder of?

13 A. Yes.

14 Q. That's a corporation?

15 A. It is.

16 Q. Okay, and when was Litestream Holdings, LLC

17 formed?

18 A. Around May of 2004.

19 Q. Okay. Now, I understand that it is a cable

20 and Internet business, but what exactly does it do?

21 A. We provide video, t.v., Internet and phone

22 services to residents in St. Johns County, Florida,

23 Southern Jacksonville, doing business both directly with

24 the homeowners' associations, and with individuals.

25 Q. Okay, and where does Litestream Holdings --

Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 87 of 100
(305) 358-8875

OUELLETTE & MAULDIN COURT REPORTERS, INC.

3 (Pages 9 to 12)

Page 9

1 how do they get the video, t.v., the service, do you

2 license out, or you purchase it from other --

3 A. We --

4 Q. -- cable companies?

5 A. Correct.

6 Q. Internet companies?

7 A. Yeah, we do. For the most part we obtain

8 our video feed, our video programing from the National

9 Cable Television Co-op, of which we're a member, the NCTC.

10 Q. Uh-huh.

11 A. There are some channels that the NCTC does

12 not distribute. In those cases we enter into program

13 agreements directly with the programers, but in all cases

14 the video comes through satellite, into a farm of seven

15 large satellite dishes.

16 Q. Okay. What about phones, you said?

17 A. Phone, yeah, Internet and phone. Phone we

18 resell wholesale service provided to us by a company

19 called Momentum, which is a substantial phone service

20 provider and phone service wholesaler.

21 Q. Uh-huh.

22 A. They're based in Alabama, and then finally

23 Internet, we receive Internet bandwidth on a large scale

24 basis from a firm called Unity, four gigabytes of

25 bandwidth, which we then redistribute.

Page 10

1 Q. Okay. Do you -- do you, Mr. Rhodes, have

2 other entities that do the same thing in which you have an

3 interest?

4 A. No.

5 Q. So this is it? This is --

6 A. It is.

7 Q. Okay. Do you have other businesses that

8 provide you with income, though?

9 A. Yes.

10 Q. Okay. Do you receive a salary from

11 Litestream?

12 A. I did up until, I'd have to check, maybe two

13 years ago.

14 Q. Okay, and does -- or before the case was

15 filed, let's talk about before the case was filed, did

16 Litestream provide any -- cover any of your fees, your

17 health, your car, your mortgage, life insurance?

18 A. (No verbal response.)

19 Q. No benefits?

20 A. No.

21 Q. Retirement?

22 A. No.

23 Q. Okay, and you said there -- how about since

24 the case was filed?

25 A. No.

Page 11

1 Q. Okay. You said there were 13 employees?

2 A. Approximately. I just read that on the

3 form. That's about right.

4 Q. Is there a payroll service that you use, or

5 are you -- is there in-house payroll?

6 A. I think we use a payroll service. I think

7 that the payroll is done through a service.

8 Q. Who would know that information?

9 A. Sally Larson.

10 Q. And who --

11 A. Our controller.

12 Q. L-a-r-s-e-n or o-n?

13 A. S-o-n.

14 Q. And how long has she been your controller?

15 A. Forever. Forever. I won't tell you,

16 because she wouldn't want me to. She's worked for me for

17 31 years.

18 Q. Okay, but since this company was formed in

19 2004?

20 A. Don't tell her that I told you that.

21 Yes.

22 Q. So 15 years at least, okay.

23 A. Absolutely.

24 Q. And is she a salaried employee?

25 A. I don't know whether Litestream has paid her

Page 12

1 salary for some time. That's something I'd have to ask

2 her.

3 She gets paid a salary, but I'm not sure

4 that I had Litestream cover that expense.

5 Q. So she does work for other businesses --

6 A. Yes.

7 Q. -- that you have?

8 A. Yes.

9 Q. Okay.

10 A. She used to be salaried by Litestream

11 certainly.

12 Q. And are you a resident of Palm Beach County?

13 A. Yes.

14 Q. So there were -- there are two spaces, two

15 locations, there is St. Augustine and West Palm. Are both

16 those premises still being utilized?

17 A. Yes.

18 Q. Okay, and where are most of the employees,

19 in St. Augustine or here in West Palm?

20 A. St. Augustine.

21 Q. Is Ms. Larson in St. Augustine or here?

22 A. No, she's in neither. She's in Georgia.

23 Her husband retired, and we got her an office up there.

24 Q. So she works remotely, so to speak?

25 A. She does.

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Page 13

1 Q. And so the office that's in West Palm, is

2 that solely for Litestream? Are there other businesses of

3 yours that work out of that office?

4 A. It's solely for Litestream at this point,

5 and there is an employee there who is, I think, on the

6 Litestream payroll.

7 Q. So there is only one employee there?

8 A. Yes.

9 Q. How big is the space?

10 A. It's an executive suite with two offices. I

11 think it's 1,000 square feet or less.

12 Q. Okay, and do you use that space yourself?

13 A. I do not.

14 Q. Okay. Do you know how much the rent is?

15 A. 1,500 bucks, or at least it was years ago

16 when I last recall.

17 Q. And is it -- to the best of your knowledge,

18 are you current on the rent up there?

19 A. I would think so.

20 Q. And then the St. Augustine location, you

21 believe there is, what, 12 employees, 10 employees there?

22 A. I think 13 is -- the 13 that's listed in the

23 documents here sounds right.

24 Q. Okay, and these employees have been notified

25 of the bankruptcy, correct?

Page 14

1 A. I have only spoken with the general manager

2 there. I don't know who he's notified.

3 Q. And who is the general manager?

4 A. Dane McWilliams.

5 Q. Does Mr. McWilliams know that it's your

6 intention to sell the business?

7 A. He does. Yeah, as I mentioned, we have been

8 dealing with prospective buyers for some time.

9 Q. Okay. Has anybody made an offer?

10 A. We got one offer, I believe, via an email.

11 Not really much of a formal offer, but you know, I'm not

12 sure that that would rank as an offer.

13 Q. Well, was there a purchase price?

14 A. It wasn't an email to me, but it was an

15 email to the broker that we have engaged.

16 Q. Uh-huh.

17 A. I think she just told us about it. I didn't

18 receive the email.

19 Q. Okay, and who was the broker?

20 A. Her name is Pat Williams.

21 Q. And is she, like, an expert in this

22 industry?

23 A. She is.

24 Q. Okay.

25 A. Yes, she's worked in the industry for a long

Page 15

1 time.

2 Q. So is she with a company?

3 A. I think she's solo. I think she worked for

4 cable companies over the years, but to my knowledge she

5 works solo out of her home as a broker.

6 Q. And is it your intention to use her as a

7 broker since the case was filed, postpetition, or --

8 A. I mean, I like her, and I believe she has

9 expertise. I don't know how much familiarity she has with

10 the mechanics of a stalking horse and prompting a

11 successful sale. So I would use her as a consultant to

12 assist, and to be compensated, but whether as a broker, or

13 as an assistant, to furnish information to buyers, to help

14 keep the data bowl up to date.

15 Q. Okay, and did you use her to sell the

16 Naples --

17 A. No.

18 Q. How did the Naples portion of the business

19 get sold?

20 A. There was a natural buyer, Summit Broadband,

21 with whom I had been negotiating, been discussing the

22 sale, they had expressed interest in selling -- in buying

23 it. They had substantial operations in Naples.

24 Q. So it was direct between you and -- you and

25 the people at Summit, no broker, no --

Page 16

1 A. There was -- so all the dealings were direct

2 between me and -- and they had at Summit, I had a

3 consultant, broker, or whatever he construed himself to

4 be, assist me, a guy who had knowledge of Summit, but the

5 transaction was direct between us and Summit.

6 Q. And when did that close?

7 A. It closed October 5th of '18.

8 Q. And the sales price was 6 million?

9 A. Six million seventy five.

10 Q. And did all of that go to BankUnited?

11 A. Every nickel.

12 MS. FEINMAN: Who represents BankUnited, do

13 you know?

14 MR. GOLDSTEIN: Peter Levitt.

15 BY MS. FEINMAN:

16 Q. Okay. Do you know how much the broker

17 received, or the one who assisted you?

18 A. They -- BankUnited was not willing to

19 allocate any proceeds to the broker, or for that matter,

20 this was surprising to me, to the attorneys that closed

21 the deal for us.

22 MR. GOLDSTEIN: The brokers (inaudible) --

23 MS. FEINMAN: Okay. Okay.

24 THE WITNESS: I'm not sure whether I'd --

25 calling him a broker might be the wrong thing, because

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Page 17

1 he's -- I just spoke to him, to find out he's not a

2 broker, not a licensed business broker. So, whatever,

3 but, you know, so we thought we'd be paying, starting with

4 the attorney, attorney's fees for the attorneys that

5 documented the transaction that made the sale happen.

6 BankUnited refused to allow a dollar to be allocated for

7 attorney's fees.

8 Q. And who are the attorneys?

9 A. Tom Lozer (phonetic), and a mensch named

10 Jeffrey Falkman (phonetic), who has been a prince about

11 this. It's not a very proud story.

12 Q. And, Mr. Rhodes, what's your background?

13 A. Well, it's a complicated answer, but I'll --

14 Q. Okay.

15 A. -- fill in a few blanks.

16 I got a couple degrees in physics, and a PhD

17 in earth science, on the one hand. On the other hand I

18 was a substantial land developer in St. Lucie County for

19 years, you know, developed communities, land investment

20 partnerships I think is what I did most of, and ended up

21 building a cable system in a 700-acre -- 700 home

22 community that I built, that I developed, which was my

23 entry into the cable business in 1999 and 2000.

24 I wanted to diversify, I bought Litestream's

25 assets as the stalking horse myself in the sale of what

Page 18

1 was a subsidiary of Tampa Electric in 2004 and, you know,

2 had expanded the cable business, over these years

3 continued as a land developer through the boom.

4 Q. Are you still developing, still in the land

5 development --

6 A. No.

7 Q. No?

8 A. No, I wound that down.

9 Q. Okay. Have you closed all the prepetition

10 bank accounts, and opened up debtor-in-possession

11 accounts?

12 A. I don't know everything that we've done. I

13 believe that we did open up the DIP account last week, or

14 very recently.

15 Q. Do you know what account -- what bank that's

16 at?

17 A. Sadly no. All this -- I don't.

18 Q. Okay.

19 A. And I don't know if we closed accounts, but

20 again, I'm -- I'm just not knowledgeable.

21 MS. FEINMAN: We have a hearing on Friday --

22 MR. GOLDSTEIN: Yeah.

23 MS. FEINMAN: -- and so the bank accounts,

24 do you know where we are with that?

25 MR. GOLDSTEIN: DIP accounts were opened,

Page 19

1 and I think the others are -- the prepetitions are just

2 kind of winding down, because they have, like, ACHs and

3 AFTs filtered through them.

4 MS. FEINMAN: Okay.

5 MR. GOLDSTEIN: But I think all they're

6 doing is money goes in and --

7 MS. FEINMAN: Is transferred out.

8 MR. GOLDSTEIN: -- is transferred out, yeah.

9 MS. FEINMAN: Okay.

10 THE WITNESS: Yes, just to elaborate, so

11 these retail customers, the individual that has a phone

12 service with us, or HBO, those would be enumerable, little

13 electronic payments, and would come into these accounts,

14 and so to unwind that and transfer it, I don't know what's

15 involved, but --

16 BY MS. FEINMAN:

17 Q. That's what your lawyer is there for, to

18 help you work that out.

19 A. Yep.

20 MS. FEINMAN: Okay.

21 MR. GOLDSTEIN: PNC Bank, they're the

22 debtor-in-possession account.

23 MS. FEINMAN: Okay, PNC. You've sent all of

24 this to Lemare (phonetic) already?

25 MR. GOLDSTEIN: Yes.

Page 20

1 MS. FEINMAN: I just, all I have are his

2 written notes, that's why I'm asking.

3 BY MS. FEINMAN:

4 Q. Tax returns, when was the last tax return

5 that was filed?

6 A. We're behind on those, in terms of the

7 corporate returns. We roll up the P&L into my personal

8 return.

9 Q. Uh-huh.

10 A. But the corporate return, we haven't filed

11 since the 2016 tax year, which we filed it in October

12 of 2017.

13 Q. What's the fiscal year end?

14 A. Calendar, December 31.

15 Q. Okay. Who is Lindell & Farson?

16 A. Lindell & Ferrill (sic), is it? They're

17 attorneys in St. Johns County, Mike Lindell, they've

18 defended Litestream capably in an action with one of our

19 HOAs.

20 Q. And they're still holding a retainer, or

21 have they taken that retainer as --

22 A. You know, I don't know. We gave them a

23 $10,000 retainer. I don't know what the net is.

24 Q. Do you know when you gave them the retainer?

25 A. Sometime in, I'm going to guess it was late

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Page 21

1 2018, but I'm not certain.

2 Q. Okay. How collectible are the accounts

3 receivable, do you know?

4 A. It would depend on the aging. I don't --

5 you know, the AR that's 30, 60 days, I think would be

6 quite collectible.

7 Q. Well, according to this, it says of the

8 450,000, about 78 of it is 90 days old or less, and about

9 350 is over 90 days old.

10 A. Yeah. I doubt that -- I'd have to look, I'd

11 have to look at the accounts.

12 Q. What do you do with the -- do you have,

13 like, a collection agency that you send the past due --

14 A. No, we call people.

15 Q. Call people?

16 A. Yep.

17 Q. So these are --

18 A. We have a call center, and they call.

19 Q. Okay. So when you have a -- when you

20 provide Internet, cable, telephone, whatever, to an HOA or

21 a house, a subdivision, are you contracting with the

22 individual homeowners, or are you contracting with the

23 management company?

24 A. So most of our revenue, two-thirds of it at

25 least, is a contract with the homeowners' association --

Page 22

1 Q. Okay.

2 A. -- under what in the industry is called a

3 bulk deal, which is a wholesale contract.

4 Q. Uh-huh.

5 A. The HOA gets, gets on behalf of their

6 owners, who they assess, the HOA gets a rate that's

7 perhaps half of a retail rate.

8 Q. Uh-huh.

9 A. And in turn we, the cable company, get to --

10 are in entitled to payment on every single home in the

11 HOA, even those that don't watch t.v. --

12 Q. Uh-huh.

13 A. -- 12 months a year, even homes that are

14 seasonal, and are only in town three months a year, like,

15 people pay for the pool 12 months a year even if they're

16 not there.

17 Q. But who pays you, is it the HOA --

18 A. HOA.

19 Q. -- that pays you?

20 A. The HOA.

21 Q. Okay.

22 A. And then as to the other 30, 35 percent of

23 our revenue, those are individual -- transactions with

24 individual homeowners for extras. So the HOA would pay

25 for the basic video service, and the basic Internet

Page 23

1 service, and then if an individual homeowner wants

2 something extra, like HBO, or if they want a DVR, in some

3 cases, or they want phone service, then the individual

4 homeowner would enter into a service agreement with us,

5 and we would bill them, or get an ACH from the individual.

6 Q. Okay, and are the HOAs of this -- of the AR,

7 the HOAs the ones that are behind, or is it the

8 individual --

9 A. No. Well --

10 Q. -- homeowner?

11 A. -- there is one HOA that is -- well, I'd

12 have to look at the composition, but there is one HOA, the

13 one in the litigation that Mike Lindell was handling,

14 that's a good 180, $190,000 in arrears.

15 Q. Uh-huh.

16 A. They filed an action to try to cancel their

17 contract. Lindell was defending us in that matter. They

18 have stopped paying.

19 Q. Uh-huh.

20 A. That might be, I don't know if it's in

21 the --

22 Q. And have you ceased servicing that, that

23 HOA?

24 A. No.

25 Q. I mean, you're still providing service under

Page 24

1 their --

2 A. We're still under the agreement. I mean,

3 we'd be remiss to --

4 Q. Okay. So there has not been a termination

5 of the contract?

6 A. No, no. They have sued to ask the Court to

7 terminate it. We have defended it, a counterclaim, and of

8 course among the counterclaims is the payment --

9 Q. The unpaid fees?

10 A. -- of the fees, right. So, I think that's a

11 good claim.

12 Q. Uh-huh.

13 A. And furthermore what's at stake there is not

14 only the $200,000, roughly, but also the 200 -- the

15 contract assets are substantial. So that claim could be

16 (inaudible).

17 Q. When you enter into contracts with HOAs to

18 provide the service, is it -- it's a multiyear contract?

19 A. Yes.

20 Q. What's the general term?

21 A. The initial term is at least 10 years.

22 Often there is an extension, extension periods. So

23 they're long term contracts.

24 Q. And how many HOAs do you believe you have

25 right now?

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Page 25

1 A. Four, four that are in HOA agreements.

2 Q. Including the one that hasn't paid?

3 A. That's right.

4 Q. Okay. There are one, two, three, four,

5 five, five trucks of some sort, leased vehicles, and a

6 trailer. Are they all being utilized?

7 A. Yes.

8 Q. And they all are located where, up in

9 St. Johns County?

10 A. Yes.

11 Q. And the employees that use these vehicles,

12 do they take them home with them at the end of the day, or

13 do they bring them back to the office?

14 A. I believe they leave them at the office, but

15 I'm not certain.

16 Q. Okay, and they're all insured?

17 A. Yes.

18 Q. And it looks like they're all leased. Are

19 the lease payments current?

20 A. To my knowledge.

21 Q. Okay, and you don't drive any of these

22 vehicles, do you?

23 A. No, no.

24 Q. Okay, and to the best of your knowledge are

25 they in good condition, the cars, or trucks?

Page 26

1 A. I don't know.

2 Q. When is the last time you were up in

3 St. Johns County, in the office?

4 A. I'm there for a visit twice a year, roughly,

5 two or three times a year. So perhaps two months ago.

6 Q. The websites that you have, mylitestream.net

7 and mylitestream.com, are those used to make payments?

8 A. I think so.

9 Q. Okay.

10 A. I believe so.

11 Q. So if I were a customer, I could make my

12 monthly payment that way or --

13 A. Check your bill.

14 Q. Right.

15 A. Yes.

16 Q. Okay. Is there a privacy policy that you

17 have on those websites?

18 A. I don't know. In terms of a website privacy

19 policy, you mean is the information --

20 Q. In other words --

21 A. -- the individual customer's information

22 kept confidential?

23 Q. Uh-huh, and you don't sell --

24 A. Oh, no.

25 Q. -- customer lists?

Page 27

1 A. No, we don't.

2 Q. Okay. If you're going to sell, you need to

3 be prepared to deal with that, with the consumer privacy

4 situation, okay?

5 Who or what is Level 3?

6 A. Level 3 is now part of Century Link. We

7 dealt with them both in -- they're an independent company,

8 a very large independent company, and then post the sale

9 to Centry Link, they're the nation's largest fiber service

10 provider, to my knowledge.

11 Q. And you have a cause of action against them?

12 A. We do, we do.

13 Q. And where is that, have you filed -- you've

14 already filed a complaint?

15 A. We have not.

16 Q. Okay. What about Palencia North POA?

17 A. So we have a claim, not filed, but we have a

18 claim that we presented them with months ago for

19 underpayment of our fees.

20 Q. And what's the status of that?

21 A. They refused to meet with us.

22 Q. And how much do you think they've underpaid?

23 A. Well, the letter that we furnished, from

24 memory, is about 230,000 that we could document, not

25 including interest or potential --

Page 28

1 Q. And when you say there is a letter, was it

2 sent by an attorney?

3 A. No, no, this was an amicable letter sent by

4 us to the property management company.

5 Q. Do you -- before the case was filed, did you

6 have an attorney that would handle these kind of disputes,

7 collections?

8 A. Well, you know, Ferrill -- Lindell & Ferrill

9 would have filed this, perhaps if not for the bankruptcy.

10 Q. So they're your general counsel, so to

11 speak?

12 A. Well, I mean, they -- yeah, I mean, I

13 wouldn't say that, but they're local to St. Johns

14 County --

15 Q. Uh-huh.

16 A. -- and they're just, they're litigation

17 counsel.

18 Q. Okay. Listed in your schedules, this is

19 Litestream's assets, I'm just -- because I'm not familiar

20 with the terminology, it says "passings built", what does

21 that mean?

22 A. Yeah, that's a term of art in this business.

23 So, cable, physical assets consist of fiber, amplifiers,

24 splitters, multiplexers, pedestals, which is the little

25 grey thing in front of your house when you cut the lawn,

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Page 29

1 that's called plank, and when you build that, you know,

2 you're now in a position to serve a home --

3 Q. Uh-huh.

4 A. -- by simply connecting it.

5 Q. Right.

6 A. So "passings built" refers to the number of

7 homes for which all that plank is in place, and I think in

8 that schedule, the passings built refer to passings --

9 homes that are ready to be served, the infrastructure in

10 place that are not yet subscribers, but are available to

11 be connected. In other words, it's an opportunity, it's

12 an asset.

13 Q. So the Palencia Property Owners Association

14 of St. Johns County, you have 1,360 passings built. That

15 doesn't mean you have 1,360 clients --

16 A. Right. So --

17 Q. -- or individual --

18 A. Yeah.

19 Q. -- people who are utilizing your services?

20 A. In that case we have 600 subscriber homes.

21 Q. Uh-huh.

22 A. So perhaps half of our passings we provide

23 service to. The other half are -- the passings are

24 infrastructure that we own --

25 Q. Uh-huh.

Page 30

1 A. -- it's obviously an asset with some value.

2 Q. And when the fiber is -- when you do all

3 that mapping, and you put it in, it's all underground --

4 A. Yes.

5 Q. -- correct?

6 Is it something that you contract with prior

7 to the building of the subdivision?

8 A. It can go either way. So, we've done a lot

9 of construction ahead of the homes. So we've done

10 Palencia North, where we built 650 homes worth of

11 infrastructure --

12 Q. Uh-huh.

13 A. -- generally ahead of the homes being built,

14 but in other communities we have, particularly in Naples,

15 gone in when the Comcast contract expired, and the

16 community wanted someone else, and then we would build

17 when the home is already there. So, we've done both.

18 Q. Do you utilize Comcast fiber, or their

19 wiring, or do you have to go and dig all new --

20 A. Yes.

21 Q. -- trenches or whatever?

22 A. Exactly, you have to trench and put in new

23 fiber, and that's one of the benefits for the community,

24 because the new fiber is fresher, and less cut up and

25 patched, and of more modern design and capacity.

Page 31

1 Q. Do you remove the old --

2 A. No.

3 Q. -- or you just -- it's a separate,

4 completely separate -- is it in the same area, or on top

5 of it, and you just --

6 A. Yes, so when a utility comes and builds --

7 or a cable company comes and builds, there is a mechanism

8 whereby the existing lines can be flagged --

9 Q. Uh-huh.

10 A. -- and they'll use a magnetic or something,

11 and then we can build where there is space.

12 Q. And you go underneath the roads and

13 everything like that?

14 A. Yeah, you drill and bore underneath roads,

15 underneath driveways, generally.

16 Q. Okay, and what is the cost to -- is that

17 cost passed on to the HOA, or the POA, or is that --

18 A. No, the way the bargain works is we front

19 the costs, like for Palencia North, you're here on behalf

20 of Lennar, which is the proprietor of Palencia North, we

21 fronted the cost of building, and then in exchange we get

22 a long term contract, though which we amortize our costs

23 and achieve our return on capital.

24 Q. And when you, when you say you upfront the

25 costs, then you subcontract that out, or is that something

Page 32

1 that you actually do, your company actually does do the

2 boring and the whole bit?

3 A. We manage it, and oversee it, but we don't

4 have our own boring equipment, for example, so we

5 subcontract it.

6 Q. Remember the days when we had switches,

7 right? You don't use switches any more, right?

8 A. We have multiplexers.

9 MS. FEINMAN: Didn't you have a case with

10 switches that we dealt with, many, many years ago?

11 MR. ROSENDORF: I wasn't involved in that,

12 but, yeah, I remember that.

13 MS. FEINMAN: Yeah.

14 THE WITNESS: You're thinking maybe of phone

15 switches, like a select phone switch?

16 MR. ROSENDORF: That may have been.

17 MS. FEINMAN: It may have been.

18 MR. ROSENDORF: It was a while ago.

19 MS. FEINMAN: Yeah, it's been years.

20 THE WITNESS: Yeah, so assets around, in a

21 community wouldn't be the switch. A switch would be at a

22 central --

23 BY MS. FEINMAN:

24 Q. Right, a central location.

25 A. Right.

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Page 33

1 Q. Do those still exist?

2 A. Not --

3 Q. Not in the way I'm thinking of?

4 A. A switch is really antiquated.

5 MS. FEINMAN: Okay. Right, well, there I

6 go, I just aged myself.

7 MR. ROSENDORF: We're dating ourselves.

8 THE WITNESS: I think I've got a couple

9 years on both of you.

10 You still use the word for switch for an

11 electronic switch, even though there aren't any switches

12 in them.

13 MS. FEINMAN: Right.

14 THE WITNESS: Switch is a mechanical thing

15 but, you know, in the field, when you build a plant, there

16 aren't any switches. There is something called a

17 multiplexer, which is very different.

18 BY MS. FEINMAN:

19 Q. Okay. All right. So the position is that

20 BankUnited is only -- is owed a million dollars now,

21 correct, out of -- they were paid down --

22 A. Yes.

23 Q. -- the six.

24 Okay, and what is your estimate of what you

25 -- I mean, if you're going to file a 363 sale, what is

Page 34

1 your estimate of the value that you're seeking?

2 A. Well, you know --

3 Q. And I'm not tying you to, it has to be this

4 amount, you know, higher and better offers are always the

5 best, but what are you looking at?

6 A. Well, it's -- I've only been involved in one

7 bankruptcy where I was the buyer.

8 Q. Uh-huh.

9 A. You know, the dynamics of this -- you know,

10 the bank pitched the bankruptcy sale as something that's

11 both more expeditious, and where you could get healthy

12 bidding underway. I realize it's a distressed environment

13 as well. So, you know, I really don't -- it just would be

14 a wild, unsupported, high number, or low number. I really

15 don't know.

16 Q. The tangible property taxes that are due to

17 Collier County, have the returns been filed?

18 A. I don't know, but I would question that, and

19 that it should be marked as disputed. So that pertains --

20 Q. Yes, they are disputed.

21 A. That pertains to assets that we sold --

22 Q. Right.

23 A. -- a year and a half ago.

24 Q. So, but you don't know whether the returns

25 were filed, or do you?

Page 35

1 MR. GOLDSTEIN: We picked those up online --

2 MS. FEINMAN: Okay.

3 MR. GOLDSTEIN: -- and we marked them as

4 disputed, because theoretically they should have been paid

5 in connection with the sale.

6 MS. FEINMAN: Right.

7 MR. GOLDSTEIN: So, they didn't have a

8 record of having owed them, but Collier County had a

9 record of them being owed.

10 MS. FEINMAN: Well, that's why I'm asking,

11 they have a record of them being owed. Do they have a

12 record of receiving returns?

13 MR. GOLDSTEIN: That, I don't know.

14 MS. FEINMAN: Okay.

15 THE WITNESS: They received returns in the

16 past, but I wouldn't expect that we've been filing returns

17 after we sold the assets.

18 MS. FEINMAN: Right. Well -- right.

19 MR. GOLDSTEIN: So that may be how it

20 cropped up for those years.

21 BY MS. FEINMAN:

22 Q. Okay, and then the payroll taxes, do you

23 know for what period that's for? And that's not listed as

24 disputed.

25 A. I don't know.

Page 36

1 Q. Okay. Do you know if your payroll taxes,

2 your 940s and 941s were timely filed?

3 A. I would think so, but I don't know.

4 Q. And what about the St. Johns County Tax

5 Collector?

6 A. Well, so those, those -- I just don't -- I'm

7 not the one that would know the status of whether we filed

8 them timely. Whenever I say "I don't know", it doesn't

9 imply that we didn't file them.

10 Q. No, I understand, you don't know.

11 A. I'm under oath. If I don't know, I'm

12 comfortable saying I don't know.

13 Q. Okay.

14 A. But whereas Collier County, we don't think

15 we owe them, because those assets were sold, and they are

16 attached to the assets that's -- sobeit. The Collier --

17 the St. Johns County, that's where our assets are.

18 Q. Uh-huh.

19 A. So I would expect that we're not disputing

20 those, except perhaps as to the details of the amount, and

21 I don't know if we're disputing those.

22 Q. Okay. It says here you owe, it says a

23 nominal amount, but it's for lawn service. Is part of

24 your -- when you put in your new fiber, cable, whatever,

25 your work, were you obligated to put the lawn back in the

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Page 37

1 way you found it?

2 A. We always do.

3 Q. So is that what the lawn service would be

4 for?

5 A. I wouldn't think so. I wouldn't think a

6 lawn service would be brought in for that. You know, the

7 construction crews are responsible for putting the sod

8 back in.

9 Q. Okay. So why do you think you -- why are

10 you listing a lawn service as a creditor?

11 A. I wouldn't have expected that we had a lawn

12 service as a creditor.

13 Q. Okay. Did you ever live in Naples yourself?

14 A. No.

15 Q. Okay. Are all your licenses paid?

16 A. I don't know, but again, not to imply that

17 we haven't.

18 Q. Uh-huh.

19 A. I just, as a matter of fact, don't know, and

20 the reason I was late on you is that my cell phone was not

21 -- I can't text Sally to get you those answers.

22 Q. Okay. You provide health insurance for your

23 employees?

24 A. I believe so, yeah.

25 Q. Florida Blue?

Page 38

1 A. That sounds right.

2 Q. Okay. What else, do you provide them with

3 anything else, retirement, 401(k)?

4 A. I think we have a 401(k), I don't know for

5 sure.

6 Q. Okay.

7 A. Health insurance.

8 Q. It says here Rhodes Holding 401(k) plan.

9 Does that sound familiar to you?

10 A. Well, Rhodes Holdings, an "s" at the end of

11 Holdings --

12 Q. Rhodes, I'm sorry, excuse me.

13 A. Holdings, plural, Holdings.

14 Q. Right, right, Holdings.

15 A. Yeah, that's the -- I believe that's the

16 1 percent member. It's a long standing, essentially,

17 management company --

18 Q. Uh-huh.

19 A. -- that I had back through my years in real

20 estate. It presumably has a 401(k) plan, I'm just kind of

21 inferring. I don't know whether employees participate in

22 that plan, I really don't know that much about how the

23 plans work, and Sally would know.

24 Q. And who is Frank Mambucca?

25 A. Frank is that guy that assisted with the

Page 39

1 Summit sale.

2 Q. Oh, the sale, okay.

3 A. He's a broker, but he's not really a broker.

4 So whatever he did, that's the guy we talked about

5 earlier.

6 Q. Uh-huh, and what kind of legal work did

7 Gunster provide?

8 A. Gunster, I mean, I've used -- I've worked

9 with Gunster, Mitch Schepps at Gunster forever. It might

10 have been tax, it probably was tax.

11 Q. Okay.

12 A. I mean, if they did anything for Litestream,

13 it was a long time ago, but that could be it.

14 Q. Okay. It's indicated here that you've made

15 loans to the company of about 1.8 million. Are those

16 loans documented with writings, written documents, written

17 loan agreements?

18 A. Yeah, I don't know. I mean, they're -- I

19 know that that amount was tallied up by bank statement,

20 you know, records and it was done to the dollar and penny,

21 it was based on documented transfers into the company.

22 Q. The source of funds that were used to pay

23 Furr & Cohen's retainer was from BankUnited?

24 A. That's right.

25 Q. Was that added to their balance?

Page 40

1 A. That's my understanding, yes.

2 MS. FEINMAN: Okay. Yes, I would like to

3 know if that 401(k) plan is being utilized by the

4 employees.

5 MR. GOLDSTEIN: Okay.

6 MS. FEINMAN: Can you check? Because it

7 does show that there is some kind of plan in existence.

8 BY MS. FEINMAN:

9 Q. And you have documents in storage at Life

10 Storage?

11 A. I don't know where.

12 Q. It says Life Storage in West Palm Beach,

13 historical records, including invoices and bank

14 statements.

15 Who is Patricia Hertvik?

16 A. She's the employee in the office at

17 500 Australian.

18 Q. Okay. The only employee that's there?

19 A. Uh-huh, that's right.

20 Q. And what is her role?

21 A. She does bookkeeping, at Sally's direction,

22 Litestream bookkeeping.

23 Q. And who has ultimate -- do you have the

24 ultimate decisionmaking?

25 A. Yes.

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Page 41

1 MS. FEINMAN: All right. I'm going to let

2 creditors here ask questions they may have. I'd just,

3 again, ask that you state your name and who you represent.

4 MR. ROSENDORF: Thank you.

5 My name, again, is David Rosendorf, for

6 whoever is possibly transcribing this, R-o-s-e-n-d-o-r-f.

7 I'm with the law firm of Kozyak Tropin & Throckmorton, and

8 I'm counsel to Lennar Homes.

9 EXAMINATION

10 BY MR. ROSENDORF:

11 Q. You're familiar with Lennar Homes?

12 A. Yes.

13 Q. What's their relationship to Litestream?

14 A. None. I mean, there is no direct

15 relationship. They have this community, Palencia North,

16 of which they were the developer. I believe that they're

17 in control of, and the sole shareholder of the homeowners'

18 association, but I don't think we have any direct

19 relationship with Lennar.

20 Q. You're not aware of any litigation between

21 Litestream and Lennar?

22 A. Yes.

23 Q. Okay. What was that about?

24 A. It was in connection with an agreement that

25 Litestream entered into with the original developer, Lexi

Page 42

1 North, ICI Homes.

2 Q. Right.

3 A. So, that's the, that's the basis of that

4 litigation. We didn't really defend that litigation. If

5 we did we would have held that the ICI contract was never

6 signed. So, we never had a contractual relationship with

7 Lennar. They got a default judgment because we didn't

8 defend it.

9 Q. Right. Okay. So Lennar did get a judgment

10 up in St. Johns County on that claim, correct?

11 A. They did.

12 Q. Okay, and that judgment was recorded?

13 A. I don't know.

14 Q. Okay. You're aware that Lennar got a writ

15 of garnishment in connection with that judgment?

16 A. I believe so.

17 Q. Okay, and the -- there were several writs

18 issued, but one was against a bank account at PNC Bank?

19 A. My understanding -- I haven't seen most of

20 these documents, but so when I affirm that there is a

21 writ, I haven't actually seen the writ, I don't know about

22 the documentation with PNC, but I've heard about it.

23 MR. ROSENDORF: Okay. If you could, do you

24 have a copy of the schedules for the witness to look at?

25 MR. GOLDSTEIN: Yes.

Page 43

1 MR. ROSENDORF: If you could go to 3.41 in

2 schedules?

3 MR. GOLDSTEIN: A page number would be --

4 MR. ROSENDORF: Yeah, hang on. Yeah, I

5 appreciate that. Let me see if I can find it. Give me

6 one sec.

7 Page 21 of 46, at the top.

8 BY MR. ROSENDORF:

9 Q. Do you see that Lennar Homes, LLC is listed

10 there --

11 A. Yes.

12 Q. -- Line Item 3.41?

13 And this is within, if you look at the

14 bottom, Schedule E/F, which is creditors who have

15 unsecured claims.

16 Do you understand the difference between a

17 secured claim and an unsecured claim?

18 A. I do.

19 Q. Okay. Do you know why Lennar was listed as

20 holding an unsecured claim?

21 A. No.

22 Q. Okay. Do you know why the Lennar claim is

23 listed as disputed?

24 A. Yes, for the reason that I just briefly

25 mentioned to you.

Page 44

1 Q. Okay, but you acknowledge that Lennar

2 obtained a final judgment?

3 A. To my knowledge.

4 Q. Okay. Do you know whether any appeal was

5 taken of that final judgment?

6 A. It hasn't been.

7 Q. Okay. The PNC account that I mentioned,

8 that is also listed in your schedules. If you could go to

9 Page 3, Line Item 3.2 lists a bank account for PNC Bank, a

10 checking account, number 8051, with, as of the petition

11 date, approximately $70,000 in it, right?

12 A. Yes, sir.

13 Q. Okay. That bank account, to your knowledge,

14 is still there and still holds those funds right now?

15 A. To my knowledge.

16 Q. Okay, and I apologize for repeating just a

17 little bit, Rhodes Holdings, you indicated, is a 1 percent

18 member of Litestream?

19 A. I'm not sure. It could -- I think there is

20 a 1 percent member that's (inaudible) --

21 Q. Okay.

22 A. I think it's that way.

23 Q. Okay, but Rhodes Holdings is an entity that

24 you solely own?

25 A. Yes.

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Page 45

1 Q. Okay, and the remaining 99 percent of

2 Litestream Holdings is owned by you, individually?

3 A. That's right.

4 Q. Okay. At Page 45 of the schedules and

5 Statement of Financial Affairs, this is the list of equity

6 security holders. This states "none". Do you have an

7 understanding of why this reports no equity security

8 holders of Litestream Holdings?

9 A. No. What would an equity security holder

10 be? I mean, if you want to answer the question, I'm glad

11 to fill you in but, I mean, I didn't prepare this, and I

12 didn't object to that, but I don't really understand what

13 an equity security holder is.

14 Q. With respect to an LLC, you mean?

15 A. I mean I can tell you that I'm a member of

16 the LLC.

17 Q. Okay.

18 A. And one of my management companies is the --

19 that's a 1 percent member.

20 Q. Okay. If you could go to Page 34 of the

21 schedules and Statement of Financial Affairs?

22 If you'd look, and I apologize, I've got to

23 pull it up on my phone, I didn't bring the full set here.

24 MS. FEINMAN: Here, do you want mine?

25 MR. ROSENDORF: Ah, thanks.

Page 46

1 MS. FEINMAN: You can use mine.

2 MR. ROSENDORF: Thank you. I appreciate it.

3 BY MR. ROSENDORF:

4 Q. If you look at Question Number 4 in the

5 Statement of Financial Affairs, this asked for payments or

6 other transfers of property made within one year before

7 the filing that benefitted any insider, and that indicates

8 none, correct?

9 A. So, there certainly haven't been any

10 transfers of property. I received distributions during

11 the year, I would guess, and I would have to ask our

12 bookkeeper to summarize that. I'm not sure whether that

13 would be considered a payment, but it sounds like it

14 would. So that may be incorrect, but there hasn't been

15 any transfers of property.

16 Q. When you say "property", are you referring

17 to real property? What --

18 A. Any non-cash. I mean, we haven't

19 transferred, for example, contracts, we haven't

20 transferred ownership to a plant, we don't have any of

21 that.

22 Q. Okay. So it was your understanding when you

23 prepared these schedules then that Question 4 was not

24 seeking information as to any payments made to insiders?

25 A. So, I didn't prepare the schedule. I did

Page 47

1 look it over, and approve it and sign it but, you know, I

2 think that as I reviewed this, I was looking at the words

3 "transfer property" and there hasn't been any, but if a

4 payment, such as a dividend payment or a distribution to

5 me, would be what this is referring to, then this should

6 be amended to say that there has been, yes.

7 Q. Okay. So were there payments to yourself or

8 to Rhodes Holding within the year prior to the filing of

9 the bankruptcy case?

10 A. There were, but I don't think there was to

11 Holdings, I think to myself.

12 Q. Let me show you, and I apologize I only have

13 one copy, but I'll share it with you, this is a bank

14 statement for the PNC account, with the numbers ending

15 8051.

16 Can you confirm that that's an account

17 statement for Litestream Holdings?

18 A. It looks to be.

19 Q. Okay. If you could go back to the eighth

20 and ninth pages of that document for me? I believe that

21 I've highlighted them.

22 Does that statement reflect payments to

23 Rhodes Holdings?

24 A. Yeah, I mean, on the right the reference

25 number, as it's called, has Rhodes Holdings. I assume

Page 48

1 that those are -- because I don't review these statements

2 usually.

3 Q. Right.

4 A. It says reference number, it looks like that

5 is the payee, then there is a bunch of, it looks like

6 about $150,000 perhaps.

7 Q. Right, and what's the date on that

8 statement? If you go back to the front of it, it should

9 be on the first page.

10 A. It's January.

11 Q. Of 2019?

12 A. Right.

13 Q. Okay.

14 A. January a year ago.

15 Q. So that's just in one month.

16 Do you have an idea of how much was

17 transferred by Litestream to yourself or Rhodes Holdings

18 in the one year prior to the petition date?

19 A. I wouldn't think it's much more than that,

20 and some of these were dividends, and some were -- whether

21 repayment of debt or payment in lieu of salary. I don't

22 think it's much more than that, but -- okay.

23 Q. How did Litestream Holdings determine how,

24 and when, and how much to pay as dividends?

25 A. We didn't have any policy, no shareholders

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Page 49

1 besides myself.

2 Q. What indication in Litestream's books and

3 records would be made to reflect whether a payment was a

4 dividend or something else?

5 A. Well, if it was a salary, that would be

6 reflected differently.

7 Q. Okay. Anything else?

8 A. Not that I know of.

9 Q. Okay. You indicated earlier you've not

10 drawn a salary for approximately two years you think?

11 A. Right.

12 Q. Okay.

13 A. I have not, perhaps longer.

14 Q. Okay. So other than dividends or loan

15 repayments, if we see payments to Rhodes -- excuse me,

16 Rhodes Holdings in Litestream's accounts, those consist of

17 either dividends or loan repayments. Is there anything

18 else that those would represent?

19 A. Perhaps management service to some extent,

20 but it's, I would say, primarily, dividends.

21 Q. Are there any agreements between Litestream

22 and BankUnited with regard to the handling of this

23 bankruptcy case?

24 A. Yes.

25 Q. What are those?

Page 50

1 A. Well, not with them handling, no.

2 Q. Okay.

3 A. No. There are agreements between me and

4 BankUnited, yes, but they don't -- I don't think that they

5 are regarding the handling of this bankruptcy.

6 Q. Okay.

7 A. So, no.

8 Q. What do they relate to then?

9 A. I'd rather not reveal, but they do not

10 relate to the handling of this bankruptcy case.

11 Q. Do they relate to Litestream?

12 A. No, they do not. They relate to me,

13 personally.

14 Q. You have other -- personally you have other

15 financial relationships with BankUnited?

16 A. No.

17 Q. But you have agreements personally with

18 BankUnited --

19 A. Yes.

20 Q. -- that you're not going to disclose?

21 A. That's right.

22 MS. FEINMAN: Have you personally guaranteed

23 the debt?

24 THE WITNESS: Yes.

25 BY MR. ROSENDORF:

Page 51

1 Q. By the way you said, yes, that you

2 personally guaranteed the debt, that was referring to the

3 BankUnited debt?

4 A. That's right.

5 Q. Are there any other obligations of

6 Litestream that you've personally guaranteed?

7 A. No.

8 Q. Schedule H of your schedules and Statement

9 of Financial Affairs, at Page 32 --

10 MR. ROSENDORF: If you could, Counsel?

11 BY MR. ROSENDORF:

12 Q. -- lists co-debtors, which is all people or

13 entities that are also liable for any of the debts listed

14 in the schedules. Your name doesn't appear here, does

15 it?

16 A. No.

17 Q. Why not?

18 A. I don't know, I didn't prepare this. I

19 don't know what a co-debtor refers to.

20 Q. You are also liable for the debt to

21 BankUnited, right?

22 A. Yes.

23 Q. Okay. You understood that when I asked it

24 of you, correct?

25 A. Yes.

Page 52

1 Q. Okay.

2 A. You see, counsel just asked if I was a

3 guarantor, yes.

4 Q. The --

5 A. So it looks like we should amend that to add

6 me. I'm not really sure why Cable Bahamas is on it in the

7 first place.

8 Q. Is Cable Bahamas co-liable for the debt to

9 BankUnited?

10 A. No, and that's why I was thrown off when I

11 looked this over before it was submitted. I'm not sure

12 why. Their role would be as a guarantor of a note which

13 was owed, an asset of Litestream, owed to Litestream as

14 part of the $6.075 million sale.

15 Q. Uh-huh.

16 A. Part of the consideration was a note, and

17 they guaranteed that note, which was an asset of

18 Litestream.

19 Q. In other words, Cable Bahamas is also liable

20 to Litestream in connection with the sale of the Naples

21 assets?

22 A. In particular as to the fulfillment of

23 the $700,000 note, which was a piece of our

24 consideration.

25 Q. Okay. Is that note still outstanding, or

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Page 53

1 has that been paid?

2 A. It's been paid in large part.

3 Q. Okay.

4 A. Cable Bahamas is a guarantor of that note,

5 as was Summit. They obtained -- we collaterally assigned

6 that note to BankUnited.

7 Q. Right.

8 A. They obtained BankUnited's release --

9 Q. Uh-huh.

10 A. -- of their interest, but they haven't

11 obtained Litestream's, because we don't believe that

12 they've quite fulfilled their payment due.

13 Q. Okay. So that's a note owed by Summit, and

14 guaranteed by Cable Bahamas --

15 A. Right.

16 Q. -- originally owed to Litestream,

17 collaterally assigned to BankUnited. BankUnited has given

18 a release, but Litestream has not?

19 A. Exactly.

20 Q. Okay.

21 A. So, that would be -- so I didn't see myself

22 in the category of these two parties --

23 Q. Right.

24 A. -- when I looked this over, and as you can

25 see, I'm not, but if I read the fine print here, it

Page 54

1 seems like I -- I'm not even sure they should be

2 co-debtors.

3 Q. Right.

4 A. But I should.

5 Q. Right. Okay.

6 A. So we should amend that, too.

7 Q. Okay. The $6 million purchase price for the

8 Naples assets, was there a particular metric that that

9 sale price was arrived at through?

10 A. $1,676 per subscriber.

11 Q. Okay, and I can do the math on that, and I

12 will, I won't make you sit while I do that, but how does,

13 how does the subscriber count that was the subject of the

14 Naples sale compare to the subscribe count that is left

15 with the remaining asset?

16 A. So the subs in St. Johns County are about

17 1,750, not counting those passings, that are 2,500

18 passings that we built and own but haven't dealt --

19 Q. Right.

20 A. -- with those people.

21 Q. It's not a live customer, it's a potential

22 customer?

23 A. Right, but there is value in that asset, and

24 in St. Johns County, we also have other types of assets

25 besides subscriber investments, but you would apply the

Page 55

1 $1,676 to the 1,750 subscribers. In my footnote, 200 of

2 those subscribers are tied up in --

3 Q. In the litigation?

4 A. -- the litigation that we need to resume

5 defending. It should be worth 200 times 16,076, so that's

6 a 350,000 asset, perhaps more, but you take 1,750, perhaps

7 less 200, multiply it by 17 -- 16,076, and you'd get, you

8 know, two million four.

9 Q. Okay.

10 A. Not including the --

11 Q. Plus some incremental value for the

12 passings?

13 A. Not including the passings, not including

14 the 20 miles of 144 thread piping that we own.

15 Q. Okay.

16 A. And the satellite farm with seven dishes,

17 bigger than this room.

18 Q. Who owns the land that the satellite farm is

19 located on?

20 A. The CDD that (inaudible) that it's in.

21 Q. Okay. So Litestream owns the physical

22 assets --

23 A. Right.

24 Q. -- the satellites. It's situated on land

25 owned by the association, or the development?

Page 56

1 A. Yes, it's not the HOA.

2 Q. Okay.

3 A. It's self-governing -- you know, I'm sure

4 you know what the CDD is.

5 Q. Right.

6 A. So it's CDD land.

7 Q. Does Litestream pay any lease, or anything

8 else for occupying that land?

9 A. There is a perpetual lease, but we don't pay

10 the lease.

11 MR. ROSENDORF: Got it. Okay. I don't

12 have --

13 MS. FEINMAN: Okay. No other questions?

14 MR. ROSENDORF: No other questions for me.

15 MS. FEINMAN: Okay. Obviously there needs

16 to be some amendments made.

17 CONTINUED EXAMINATION

18 BY MS. FEINMAN:

19 Q. And who is going to be preparing the monthly

20 operating reports?

21 A. That would be our office. The operating

22 reports --

23 Q. The monthly operating reports that need to

24 be filed with the Court.

25 A. We would be the ones with any operating

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Page 57

1 details.

2 THE WITNESS: Do we have a template for

3 what's needed in the operating reports? Have we filed

4 any?

5 MR. GOLDSTEIN: Not yet.

6 MS. FEINMAN: But, so you're not hiring an

7 accountant to do it, are you?

8 MR. GOLDSTEIN: No.

9 MS. FEINMAN: That's not your intention?

10 MR. GOLDSTEIN: No. (Inaudible) will be

11 prepare them.

12 BY MS. FEINMAN:

13 Q. Okay, and you understand that U.S. Trustee

14 fees will be due on a quarterly basis?

15 A. (No verbal response.)

16 MS. FEINMAN: And that's fit into the cash

17 collateral budget, correct?

18 MR. GOLDSTEIN: Yes.

19 THE WITNESS: Lennar, as I recall in a

20 phone call last week, suggested that we should add that,

21 and so we have a new budget that I think you need by

22 tomorrow.

23 MS. FEINMAN: The hearing is on Friday,

24 right?

25 MR. GOLDSTEIN: The hearing is on Friday,

Page 58

1 yes. We'll get the new budget circulated prior, that is

2 the intention.

3 MS. FEINMAN: Okay.

4 MR. ROSENDORF: I have just one brief

5 follow-up on that particular subject.

6 MS. FEINMAN: Okay.

7 MR. ROSENDORF: And this may be better

8 directed to you, I don't know, you're not using the funds

9 in PNC that were subject to the writ of garnishment for

10 cash collateral, correct?

11 MR. GOLDSTEIN: We don't have access to it,

12 so, no.

13 MR. ROSENDORF: Okay. That's what I

14 thought. Thank you.

15 MS. FEINMAN: All right.

16 THE WITNESS: The bank is trying, to my

17 knowledge but, no, we don't, we haven't touched that

18 account since --

19 MR. ROSENDORF: Okay. All right. Based on

20 that, I'm going to go ahead and conclude.

21 When do you think you're going to prepare

22 the amendments?

23 MR. GOLDSTEIN: Probably within the next

24 week to 10 days.

25 MS. FEINMAN: Okay.

Page 59

1 MR. GOLDSTEIN: It's not a lot.

2 MS. FEINMAN: Okay. All right. Thank

3 you.

4

5

6 (Thereupon, the 341 Meeting of Creditors was

7 concluded.)

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Page 60

1

2 CERTIFICATION

3

4 STATE OF FLORIDA :

5 COUNTY OF MIAMI-DADE :

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7 I, Cheryl L. Jenkins, RPR, RMR, Shorthand

8 Reporter and Notary Public in and for the State of Florida

9 at Large, do hereby certify that the foregoing Section 341

10 Meeting of Creditors was transcribed by me from a digital

11 recording made on the date and at the place as stated in

12 the caption hereto on page 1; that the foregoing

13 computer-aided transcription is a true record to the best

14 of my ability of said proceedings.

15 WITNESS my hand this 27th day of

16 January, 2020.

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19 ______________________________

20 CHERYL L. JENKINS, RPR, RMR

21 Court Reporter and Notary Public

in and for the State of Florida at Large

22 Commission #GG 138863

December 27, 2021

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Case 19-26043-MAM Doc 48 Filed 02/05/20 Page 100 of 100