8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 18, 2011

IMPERIAL CAPITAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33199	95-4596322
(State or other jurisdiction	(Commission File No.)	(IRS Employer
jurisdiction of incorporation)		Identification Number)

888 Prospect Street, Suite 300, La Jolla, California	92037
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:    (858) 551-0511

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

9   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

9   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

9   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

9   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03  Bankruptcy or Receivership.

As a result of factors which Imperial Capital Bancorp, Inc. (the "Company") has previously disclosed, during the period in which the Company is unable to file reports which comply with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company intends in lieu thereof to file, under cover of Current Reports on Form 8-K, copies of the monthly operating reports (each, a “Report”) which are required to be submitted to the Office of the United States Trustee (“OUST”).

On February 18, 2011, the Company filed its unaudited Report for the month of January 2011 with the OUST as required by the OUST Guidelines.  A copy of the Report is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Each Report is limited in scope, covers a time period which is shorter or otherwise different from that which is required for reports filed pursuant to the Exchange Act, and has been prepared solely for the purpose of complying with reporting requirements of the Guidelines of the OUST, the Bankruptcy Court, and the Bankruptcy Code, 11 U.S.C. §§ 101 -1532 and therefore does not comply with the requirements of the Exchange Act.  The financial information contained in each Report is preliminary and unaudited and does not purport to show the financial statements of the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and, therefore, may exclude items required by GAAP.  The Company cautions readers not to place undue reliance on the Reports.  The Reports (i) may be subject to revision, (ii) are in a format required by the Bankruptcy Court, the OUST and the Bankruptcy Code and should not be used for investment purposes, and (iii) should not be viewed as indicative of future results.  Based upon the amount of the Company’s assets and liabilities at the date of the filing of the Company's voluntary Chapter 11 petition, it is believed that the Company’s equity securities will have no value and that any Chapter 11 plan approved by the Bankruptcy Court will not include distributions to the Company’s shareholders of cash or property of value.

2

This Current Report on Form 8-K includes certain statements which may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws.  Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions it can give no assurance that its expectations will be achieved.  Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected.  For forward-looking statements herein, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and other protections under the Federal securities laws.  The Company assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

The attached Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.  Registration statements and other documents filed with the Securities and Exchange Commission shall not incorporate the attached Report or any other information set forth in this Current Report on Form 8-K by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Monthly Operating Report for the month of January 2011.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IMPERIAL CAPITAL BANCORP, INC.

Date:  March 18, 2011	By:	/s/ Anthony A. Rusnak
		Anthony A. Rusnak
		Chief Operating Officer, General Counsel
		and Secretary

4

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Monthly Operating Report for the month of January 2011.

EX-99.1

Exhibit 99.1

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

SOUTHERN DISTRICT OF CALIFORNIA

In Re:   IMPERIAL CAPITAL BANCORP, INC., a Delaware corporation   Debtor(s).  CHAPTER 11 (BUSINESS)  CASE NO. 3:09-bk-19431  OPERATING REPORT NO. 14  FOR THE MONTH ENDING:  JANUARY 2011

I. CASH RECEIPTS AND DISBURSEMENTS

A.1 (BANK OF AMERICA GENERAL ACCOUNT*)

1.	TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS	$	5,952,722.52
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS	$	5,952,722.52
3.	BEGINNING BALANCE:	$	0.00

4.	RECEIPTS DURING CURRENT PERIOD:
	ACCOUNTS RECEIVABLE - PRE-FILING	$	0.00
	ACCOUNTS RECEIVABLE - POST-FILING	$	0.00
	GENERAL SALES	$	0.00
	OTHER (SPECIFY) Payments on residual interests	$	0.00
	OTHER** (SPECIFY) Refunds	$	0.00

	TOTAL RECEIPTS THIS PERIOD:	$	0.00
5.	BALANCE:	$	0.00

6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TRANSFERS TO OTHER DIP ACCOUNTS	$	0.00
	DISBURSEMENTS	$	0.00

 TOTAL DISBURSEMENTS THIS PERIOD***: $ 0.00

7.	ENDING BALANCE:	$	0.00
8.	GENERAL ACCOUNT NUMBER
	DEPOSITORY NAME AND LOCATION Bank of America, 1655 Grant Street Bldg A, 10th Floor, Concord, CA 94520-2445

* All receipts must be deposited into the general account.

 

*   All receipts must be deposited into the general account.

**Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale. 

***This amount should be the same as the total from page 2.

1

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

DATE CHECK NUMBER PAYEE PURPOSE AMOUNT

TOTAL DISBURSEMENTS THIS PERIOD          $      0.00

Add additional pages as necessary to include all disbursements.

2

GENERAL ACCOUNT

BANK RECONCILIATION*

Balance per bank statement dated:    01/31/11                              $ 0.00

Plus deposits in transit (a):

Deposit Date	Deposit Amount
__________	$_____________
__________	$_____________
__________	$_____________

Total deposits in transit

Less outstanding checks (a):

Check Number Check Date Check Amount

Total outstanding checks	<0.00>
Bank statement adjustments**
Adjusted bank balance	$	0.00

* It is acceptable to attach lists of deposits in transit and outstanding checks to this form or to replace this form with a similar form.

**Please attach a detailed explanation of any bank statement adjustment.

3

I. CASH RECEIPTS AND DISBURSEMENTS

A.2 (TORREY PINES BANK ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS	$	6,540,041.86
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS	$	6,398,904.58
3.	BEGINNING BALANCE:	$	141,137.28

4.	RECEIPTS DURING CURRENT PERIOD:
	ACCOUNTS RECEIVABLE - PRE-FILING	$	0.00
	ACCOUNTS RECEIVABLE - POST-FILING	$	0.00
	GENERAL SALES	$	0.00
	OTHER (SPECIFY) Payments on residual interests	$	2,288.26
	OTHER (SPECIFY) Account refunds	$	116.00
	OTHER (SPECIFY) Transfer from money market account	$	162,000.00

	TOTAL RECEIPTS THIS PERIOD:	$	164,404.26
5.	BALANCE:	$	305,541.54

6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TRANSFERS TO OTHER DIP ACCOUNTS	$	34,748.08
	DISBURSEMENTS	$	78,889.03

 TOTAL DISBURSEMENTS THIS PERIOD: $ 113,637.11

7.	ENDING BALANCE:	$	191,904.43
8.	GENERAL ACCOUNT NUMBER
	DEPOSITORY NAME AND LOCATION Torrey Pines Bank, 4350 Executive Drive, Suite 130, San Diego, CA 92121

4

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

DATE	CHECK NUMBER	PAYEE	PURPOSE	AMOUNT
01/03/11	1127	Ernst & Young	Tax services	18,724.80
01/03/11	1132	Coffee Ambassador	Office expense	95.86
01/07/11	1133	888 Prospect LJ, LLC	Office rent	5,205.13
01/12/11	1134	Public Storage	Storage services	194.20
01/24/11	1137	Freedom Voice	Telephone services	174.59
01/18/11	1138	UPS	Postage	115.12
01/20/11	1139	Mellon Investor Services	Stock transfer agent	2,748.75
01/20/11	1140	Time Warner Cable	Internet services	186.36
01/19/11	1141	San Diego Gas & Electric	Utilities	1,196.56
01/20/11	1142	U.S. Trustee	Trustee fee	5.58
01/25/11	1143	Lincoln National Insurance Company	Health insurance premiums	41.00
01/20/11	1144	Lincoln National Insurance Company	Health insurance premiums	188.95
01/20/11	1145	Lincoln National Insurance Company	Health insurance premiums	17.00
01/27/11	1147	Mary Jane Mulson	Janitorial services	160.00
01/14/11	Bank Debit	Torrey Pines Bank	Wire transfer fee	30.00
01/14/11	Bank Debit	Akin Gump Strauss Hauer & Feld	Wire transfer for legal fees	49,795.13
01/25/11	Bank Debit	Torrey Pines Bank	Wire transfer fee	10.00

 TOTAL DISBURSEMENTS THIS PERIOD                           $ 78,889.03

Add additional pages as necessary to include all disbursements.

5

GENERAL ACCOUNT

BANK RECONCILIATION*

Balance per bank statement dated:    01/31/11                              $ 191,904.43

Plus deposits in transit (a):

Deposit Date	Deposit Amount
__________	$_____________
__________	$_____________
__________	$_____________

Total deposits in transit

Less outstanding checks (a):

Check Number	Check Date	Check Amount
1135	01/05/11	$1,400.00
1136	01/13/11	$76.45
1146	01/18/11	$194.29
1148	01/28/11	$5,205.13
1149	01/28/11	$185.05
1150	01/28/11	$350.00

Total outstanding checks	<7,410.92		>
Bank statement adjustments**
Adjusted bank balance	$	184,493.51

* It is acceptable to attach lists of deposits in transit and outstanding checks to this form or to replace this form with a similar form.

**Please attach a detailed explanation of any bank statement adjustment.

6

 

I. CASH RECEIPTS AND DISBURSEMENTS (Continued)

B.1 (BANK OF AMERICA PAYROLL ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS	$	117,770.84
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS	$	117,770.84
3.	BEGINNING BALANCE	$	0.00
4.	RECEIPTS:  TRANSFERRED FROM GENERAL ACCOUNT	$	0.00
5.	BALANCE	$	0.00
6.	LESS: DISBURSEMENTS DURING CURRENT PERIOD

DATE CHECK NO. PAYEE AMOUNT

TOTAL DISBURSEMENTS THIS PERIOD: $ 0.00

7.	ENDING BALANCE:	$	0.00
8.	PAYROLL ACCOUNT NUMBER  DEPOSITORY NAME AND LOCATION Bank of America, 1655 Grant Street Bldg A, 10th Floor, Concord, California 94500-2455

7

PAYROLL ACCOUNT

BANK RECONCILIATION*

Balance per bank statement dated:  01/31/11 $ 0.00

Plus deposits in transit (a):

Deposit Date	Deposit Amount
__________	$_____________
__________	$_____________
__________	$_____________

Total deposits in transit 0.00

Less outstanding checks (a):

Check Number Check Date Check Amount

Total outstanding checks	<0.00>
Bank statement adjustments**
Adjusted bank balance	$	0.00

 

* It is acceptable to attach lists of deposits in transit and outstanding checks to this form or to replace this form with a similar form.

**Please attach a detailed explanation of any bank statement adjustment.

8

 

I. CASH RECEIPTS AND DISBURSEMENTS (Continued)

B.2 (TORREY PINES PAYROLL ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS	$	294,260.64
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS	$	293,864.18
3.	BEGINNING BALANCE	$	396.46
4.	RECEIPTS:  TRANSFERRED FROM OTHER ACCOUNT    (Torrey Pines Bank general account)	$	34,748.08
5.	BALANCE	$	35,144.54
6.	LESS: DISBURSEMENTS DURING CURRENT PERIOD

DATE	CHECK NO.	PAYEE	AMOUNT
01/13/11	Payroll fee	NPS Payroll Services	64.00
01/13/11	Transfer payroll 1/1 to 1/15	NPS Payroll Services	4,200.68
01/13/11	Transfer payroll 1/1 to 1/15	NPS Payroll Services	11,058.83
01/28/11	Payroll fee	NPS Payroll Services	149.00
01/28/11	Transfer payroll 1/16 to 1/31	NPS Payroll Services	5,868.68
01/28/11	Transfer payroll 1/16 to 1/31	NPS Payroll Services	11,058.82

TOTAL DISBURSEMENTS THIS PERIOD: $ 34,748.08

7.	ENDING BALANCE:	$	396.46
8.	PAYROLL ACCOUNT NUMBER  DEPOSITORY NAME AND LOCATION Torrey Pines Bank, 4350 Executive Drive, Suite 130, San Diego, California 92121

9

PAYROLL ACCOUNT

BANK RECONCILIATION*

Balance per bank statement dated:  1/31/11                                       $ 396.46

Plus deposits in transit (a):

Deposit Date	Deposit Amount
__________	$_____________
__________	$_____________
__________	$_____________

Total deposits in transit 0.00

Less outstanding checks (a):

Check Number Check Date Check Amount

Total outstanding checks	<0.00>
Bank statement adjustments**
Adjusted bank balance	$	396.46

 

* It is acceptable to attach lists of deposits in transit and outstanding checks to this form or to replace this form with a similar form.

**Please attach a detailed explanation of any bank statement adjustment.

10

I. CASH RECEIPTS AND DISBURSEMENTS(Continued)

C. (TAX ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS	$	0.00
2.	LESS:  TOTAL DISBURSEMENTS PER ALL PRIOR TAX ACCOUNT REPORTS	$	0.00
3.	BEGINNING BALANCE	$	0.00
4.	RECEIPTS: TRANSFERRED FROM OTHER ACCOUNT -- Torrey Pines MM	$	74,336.21
	OTHER - Interest	$	3.67
5.	BALANCE	$	74,339.88
6.	LESS: DISBURSEMENTS DURING CURRENT PERIOD

DATE CHECK NO. PAYEE AMOUNT

TOTAL DISBURSEMENTS THIS PERIOD: $ 0.00

7.	ENDING BALANCE:	$	74,339.88
8.	TAX ACCOUNT NUMBER
	DEPOSITORY NAME AND LOCATION Torrey Pines Bank, 4350 Executive Drive, Suite 130 San Diego, CA 92121

11

TAX ACCOUNT

BANK RECONCILIATION*

Balance per bank statement dated:  1/31/11                                      $ 74,339.88

Plus deposits in transit (a):

Deposit Date	Deposit Amount
__________	$_____________
__________	$_____________
__________	$_____________

Total deposits in transit 0.00

Less outstanding checks (a):

Check Number Check Date Check Amount

Total outstanding checks	<0.00>
Bank statement adjustments**
Adjusted bank balance	$	74,339.88

 

* It is acceptable to attach lists of deposits in transit and outstanding checks to this form or to replace this form with a similar form.

**Please attach a detailed explanation of any bank statement adjustment.

12

D. SUMMARY SCHEDULE OF CASH

ENDING BALANCE FOR PERIOD:

GENERAL ACCOUNT - Bk of America	$	0.00
GENERAL ACCOUNT - Torrey Pines Bk	$	191,904.43
PAYROLL ACCOUNT - Bk of America	$	0.00
PAYROLL ACCOUNT - Torrey Pines Bk	$	396.46
TAX ACCOUNT	$	74,339.88
OTHER ACCOUNTS*:   Torrey Pines Bank   4350 Executive Drive, Suite 130   San Diego, CA 92121   Money Market Account	$	3,749,177.55
Torrey Pines Bank   4350 Executive Drive, Suite 130   San Diego, CA 92121   Money Market Account	$	6,892,072.61
OTHER MONIES*:_______________	$
PETTY CASH**	$	250.00
TOTAL CASH AVAILABLE	$	10,908,140.93

 NOTE: Attach copies of monthly accounts statements from financial institutions for each account.

*Specify the fund and the type of holding (i.e., CD, Savings Account, Investment securities, etc.), and the depository name, location, and account number.

 

**Attach exhibit itemizing all petty cash transactions.

13

II. STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS,

AND OTHER PARTIES TO EXECUTORY CONTRACTS

CREDITOR, LESSOR, ETC.	FREQUENCY OF PAYMENTS (Mo./Qtr.)	AMOUNT OF PAYMENT	POST-PETITION PAYMENTS NOT MADE (NUMBER)	TOTAL DUE
888 Prospect LJ, LLC	Monthly	$5,205.13	None	None
			TOTAL DUE	None

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:

GROSS SALES SUBJECT TO SALES TAX	$	0
TOTAL WAGES PAID	$	30,715.34

	TOTAL POST-PETITION AMOUNTS OWING	AMOUNT DELINQUENT	DATE DELINQUENT AMOUNT DUE
FEDERAL WITHHOLDING	$ 0.00	$0.00
STATE WITHHOLDING	$	$
FICA - EMPLOYER'S SHARE	$	$
FICA - EMPLOYEE'S SHARE	$	$
FEDERAL UNEMPLOYMENT	$	$
STATE WITHHOLDING	$	$
SALES AND USE	$	$
REAL PROPERTY	$	$
OTHER: (SPECIFY)	$	$
TOTAL:	$	$

14

IV. AGING OF ACCOUNTS PAYABLE AND ACCOUNTS RECEIVABLE

	ACCOUNTS PAYABLE* (POST-PETITION ONLY)	ACCOUNTS  Pre-Petition	RECEIVABLE  Post-Petition
30 days or less	None	None	None
31 - 60 days
61 - 90 days
91 - 120 days
Over 120 days
TOTALS:

V. INSURANCE COVERAGE

	NAME OF CARRIER	AMOUNT OF COVERAGE	POLICY EXPIRATION DATE	PREMIUM PAID THROUGH:
General Liability	Hartford	$1,000,000/occurrence	3/15/11	3/15/11
Worker Compensation	State Fund	$1,000,000/occurrence	2/15/11	February 2011

VI. UNITED STATES TRUSTEE QUARTERLY FEES

(TOTAL PAYMENTS)

Qtrly Period Ending	Total Disbursements	Qtrly Fees	Date Paid	Amount Paid	Qtrly Fee Still Owing
12/31/09	$3,100.00	$325.00	1/29/10	$325.00	$0.00
3/31/10	$165,607.22	$1,625.00	4/7/10,  5/13/10	$325.00,  $1,300.00	$0.00
6/30/10	$260,256.53	$1,950.00	8/17/10	$1,950.00	$0.00
9/30/10	$708,521.61	$4,875.00	11/19/10	$4,875.00	$0.00
12/31/10	$1,206,189.31	$6,500.00		$0.00	$6,500.00

 

*Post-Petition Accounts Payable should not include professionals' fees and expenses which have been incurred but not yet awarded by the Court. Post-Petition Accounts Payable should include professionals' fees and expenses authorized by Court Order but which remain unpaid as of the close of the period of the report.

15

VII.    SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Authorized Gross Compensation*	Gross Compensation Paid During the Month
Joseph W. Kiley, III	3/11/10	$10,000/month	$10,000
Anthony Rusnak	3/11/10	$148,000/year, plus additional amount in insider compensation request	$12,333.34

* Please indicate how compensation was identified in the order (e.g., $1,000/wk, $2,500/mo)

VIII.   SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Payment	Description	Amount Paid During the Month
None

16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month			Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		0.00			0.00
Less: Returns/Discounts		(0.00	)		(0.00	)
Net Sales/Revenue		0.00			0.00
Cost of Goods Sold:
Beginning Inventory at cost Purchases		0.00			0.00
Less: Ending Inventory at cost		(0.00	)		(0.00	)
Cost of Goods Sold (COGS)		0.00			0.00
Gross Profit
Other Operating Income (Itemize)		0.00			0.00
Operating Expenses:
Payroll - Insiders		22,333.34			22,333.34
Payroll - Other Employees		8,382.00			392,335.42
Payroll Taxes		3,819.74			30,342.64
Other Taxes (Itemize)		0.00			0.00
Depreciation and Amortization		0.00			0.00
Lease Expense		5,205.13			83,226.12
Insurance		0.00			185,198.83
Telephone and Utilities		1,742.56			16,232.74
Repairs, Maintenance, Janitorial, Office, Plant Service		160.00			8,766.34
Travel and Entertainment (Itemize)
Mileage, Parking and Auto		56.00			4,636.27
Meals		20.45			868.42
Airfare		0.00			12,500.00
Miscellaneous Operating Expenses (Itemize)
Insurance - Employees		130.95			(136,992.45	)
Salary Savings Plan Expense		0.00			13,154.34
Workers Compensation Insurance		0.00			5,567.74
Parking Services		350.00			6,850.00
Storage and Moving		194.20			10,887.00
Bank Service Charges		40.00			3,748.68
Payroll Fees		213.00			2,339.13
Office Supplies		108.76			326.69
Postage and Shipping		200.65			1,194.70
Dues and Subscriptions		0.00			260.00
Employee Expense		0.00			(58.05	)
Advertising		0.00			(3,200.00	)
Taxes and Licenses		0.00			1,214.00
Fines, Penalties and Late Charges		0.00			2,815.63
Director Expense		0.00			5,000.00
US Trustee Fees		5.58			8,780.58
Total Operating Expenses		42,962.36			678,328.11
Net Gain/(Loss) from Operations		(42,962.36	)		(678,328.11	)
Non-Operating Income:
Interest on Cash Accounts		7,774.91			61,780.75
Gain (Loss) on Sale of Assets		0.00			29,384.84

17

Prudential Stock Dividends	0.00			1,332.10
Mark to Market on DSV of Life Insurance Policies	0.00			158,385.18
Income Taxes	0.00			2,703,141.71
Total Non-Operating income	7,774.91			2,954,024.58
Non-Operating Expenses:
Interest Expense		0.00			0.00
Legal Expense		183,533.38			2,292,567.99
Audit and Accounting		25,730.00			469,176.60
Consulting		2,748.75			76,010.07
Other (Itemize)		1,400.00			(3,371.55	)
Total Non-Operating Expenses		213,412.13			2,834,383.11
NET INCOME/(LOSS)		(248,599.58	)		(558,686.64	)

(Attach exhibit listing all itemizations required above)

18

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash		10,900,730.01
Security Deposit Held by Landlord		30,971.51
Total Current Assets			10,931,701.52
Other Assets (Net of Amortization):
Due from Insiders		0.00
Other (Itemize)
Cash Improperly Withheld in former ICB account           (City National Bank)		47,285.39
Residual Interest in Securities		268,160.90
Investment in ITLA Mortgage Loan           Securitization 2002-1		75,000.00
Current and Deferred Income Taxes		29,297,406.00
Delaware Franchise Taxes		99,945.00
Prepaid Expenses, Net		48,011.33
Interests in Insurance Policies		441,240.00
Other		35,873.82
Total Other Assets			30,312,922.44
TOTAL ASSETS			41,244,623.96
LIABILITIES
Postpetition Liabilities:
Accounts Payable		0.00
Taxes Payable		0.00
Professional fees		0.00
Secured Debt		0.00
Total Postpetition Liabilities			0.00
Prepetition Liabilities:
Secured Liabilities		0.00
Priority Liabilities		0.00
Unsecured Liabilities		99,640,081.68

Total Prepetition Liabilities			99,640,081.68
TOTAL LIABILITIES			99,640,081.68
EQUITY:
Prepetition Owners' Equity	(57,741,774.08	)
Postpetition Profit/(Loss)	(558,686.64	)
Direct Charges to Equity	(94,997.00	)
TOTAL EQUITY			(58,395,457.72	)
TOTAL LIABILITIES & EQUITY			41,244,623.96

19

XI. QUESTIONNAIRE

1. Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court?

X        No.

____   Yes.   Explain ________________________________________________________________________________________________

_________________________________________________________________________________________________________________

2. Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization?

X         No.

_____  Yes.  Amount, to whom, and for what period? _______________________________________________________________________________

______________________________________________________________________________________________________________________________

3.       State what progress was made during the reporting period toward filing a plan of reorganization:

On October 4, 2010, the Debtor filed a liquidating plan with the Court.  The Debtor and Official Committee of Unsecured Creditors are negotiating the terms of an amended plan.

4.        Describe potential future developments which may have a significant impact on the case.

The Debtor has filed two adversary proceedings against the FDIC, and has objected to the priority proof of claim asserted by the FDIC.  The outcome of the Debtor/FDIC litigation will determine the amount available for distribution to creditors.  The Debtor and Official Committee of Unsecured Creditors and the FDIC have exchanged settlement proposals.                                         

5. Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.  NONE

6.        Did you receive any exempt income this month, which is not set forth in the operating report?

           X       No.

           ____  Yes. Please set forth the amounts and the source of the income.

 ______________________________________________________________________________________________________________________
 ______________________________________________________________________________________________________________________

 ______________________________________________________________________________________________________________________

 I, Anthony Rusnak, Chief Operating Officer (Name and title), declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

Date:  February 18, 2011	/s/ Anthony Rusnak
	Principal for debtor-in-possession

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