8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 12, 2010

CAPITAL CORP OF THE WEST

(Exact Name of Company as Specified in Charter)

California	0-27384	77-0147763
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

2801 G Street, Merced, California 95340

(Address of Principal Executive Offices) (Zip Code)

(209) 580-4040

(Company’s telephone number, including area code)

N/A

(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 Company under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

EX-99.1

Item 8.01. Other Events.

Filing of Monthly Report

Capital Corp of the West, a California corporation (the “Company”), filed its final Report of Operations for the period February 1 – 4, 2010, on February 12, 2010, with the United States Bankruptcy Court for the Eastern District of California, Fresno Division. A copy of this Bankruptcy Court report is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Copies of all Bankruptcy Court filings made by the Company during the bankruptcy case (other than documents filed under seal or otherwise subject to confidentiality protections) will be made available on line at the website established by the Company’s bankruptcy counsel, www.ffwplaw.com . To access documents at the website, click on the “cases” link, enter the email “ cases@ffwplaw.com” and the password “password” and then click on the “Capital Corp of the West” folder. Documents also are available at the court website through PACER. The Company’s case number is 09-14298. The proceeding is entitled In re Capital Corp of the West. The court website is www.caeb.uscourts.gov . The information set forth on the foregoing websites shall not be deemed to be a part of, or incorporated by reference into, this Form 8-K.

The Company cautions readers not to place undue reliance upon the information contained in the Bankruptcy Court report that is filed as Exhibit 99 hereto, or in any monthly or quarterly Bankruptcy Court reports that it may from time to time file as exhibits to past or future Securities and Exchange Commission reports on Form 8-K, because such Bankruptcy Court reports:

• are not audited or reviewed by independent accountants;

• are prepared in a format prescribed by bankruptcy law, which does not require conformity with generally accepted accounting principles (“GAAP”), and such reports therefore do not purport to reflect the financial condition or results of operations of the Company on a GAAP basis;

• are not presented on a consolidated basis and therefore do not purport to present the consolidated financial condition and results of the Company and its subsidiaries;

• contain information for periods which may be shorter or otherwise different than those contained in reports that are required to be filed by companies that are subject to reporting obligations under Section 13(a) of the 1934 Act; and

• and are subject to future adjustment and reconciliation.

Plan of Liquidation.

The Company filed with the Bankruptcy Court its proposed First Amended Plan of Liquidation dated October 22, 2009 (the “Plan”), and a First Amended Disclosure Statement to Debtor’s First Amended Plan of Liquidation dated October 23, 2009 (the “Disclosure Statement”). The Bankruptcy Court entered an order approving the Disclosure Statement on October 26, 2009. These documents were filed and incorporated by reference into the Company’s December 10, 2009 8-K filing.

The Company subsequently filed a Second Amended Plan of Liquidation with the Bankruptcy Court on January 15, 2010. The Bankruptcy Court Order Approved the Second Amended Plan of Liquidation on January 20, 2010 and this Order became effective as of the close of business on February 4, 2010. These documents were filed and incorporated by reference into the Company’s January 27, 2010 8-K filing.

2

The Company has concluded that because there are insufficient funds to pay all claims in full, common shareholders’ interests in the Debtor will be cancelled by the Plan and, accordingly, no distribution will be available for common shareholders. Pursuant to Section 4.5 of the Second Amended Liquidation Plan, all of the Company’s shares, warrants and stock options were cancelled as of the close of business on February 4, 2010. Accordingly, the Company intends to file a Form 15 to terminate the Company’s registration under Section 12(g) of the Securities Exchange Act of 1934.

3

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Operating Report for the period February 1 – 4, 2010 filed by the Company with the Bankruptcy Court on February 12, 2010.

4

SIGNATURES

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

	Capital Corp of the West
	(Company)
Dated: February 19, 2010	By:	/s/ David A. Heaberlin
		David A. Heaberlin
		Executive Vice President/Chief Financial Officer

5

EX-99.1

Exhibit 99.1
Report of Operations
For the Period February 1 – 4, 2010

UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF CALIFORNIA

In re:      Capital Corp of the West	Case no.: 09-14298-B-11F
	MONTHLY REPORT OF OPERATIONS

MONTH ENDING 4-Feb 2010

Debtor in possession hereby submits its Monthly Report on the Cash Basis of accounting.

CASH BASIS

     Attached hereto are the following schedules:

A. Cash Receipts and Cash Disbursements	X
B. Summary of Receipts & Disbursements to Date	X
C. Balance in Debtor in Possession Account	X
D. Balance in Tax Account	N/A
E. Balance in Citibank DIP Account	X
F. Post Petition Debts	N/A
G. Accounts Receivable Balance	N/A
H. Inventory Balance	N/A
I. Federal and State Taxes	N/A
J. Monthly Operating Statement Questionnaire	X
K. Other Appropriate Schedules	X

     NOTES: Schedules A, B, C, F, I & J MUST be filed.

          Attach Schedules D, E, G, H & K if they are maintained in the ordinary course of the business.

SCHEDULE A
CASH RECEIPTS AND DISBURSEMENTS

RECEIPTS

Cash sales		N/A
Rents collected		N/A
Accounts receivable collected		—
Other receipts (describe):
a. Nationwide Life Insurance Refund		27.66
b.
1. TOTAL RECEIPTS	$	27.66
DISBURSEMENTS
Payments to vendors for merchandise		N/A
Net payroll paid		8,407.07
Payroll taxes paid/deposited to tax account:
Employee withholdings		N/A
Employer portion		N/A
Sales taxes paid/deposited to tax account		N/A
Other disbursements (describe):
a. Computer & Internet Costs	$	—
b. Office Supplies		—
c. Travel Expenses		—
d. Public Disclosure Issuance Costs		—
e. Rent Expense		—
f. Telephone Expense		—
g. General Liability Insurance		—
h. U. S Trustee Fees		—
i. Shareholder Registrationh & Maintenance		—
j. Tax Return Preparation		—
k. Creditor’s Committee Legal Fees		—
l. Postage & Delivery		—
Miscellaneous (attach listing)
Living allowance or draw		N/A
2. TOTAL DISBURSEMENTS	$	8,407.07
3. Receipts OVER or (UNDER) disbursements	$	(8,379.41	)

SCHEDULE B
SUMMARY OF CASH TRANSACTIONS
SINCE FILING PETITION

4. Total receipts to date	$	9,290,135.21
(Prior month Schedule B line 4 plus current month Schedule A line 1)
5. Total disbursements to date	$	549,201.89
(Prior month Schedule B line 5 plus current month Schedule A line 2)
6. Net receipts over (under) disbursements	$	8,740,933.32
SCHEDULE C — SEE ATTACHED SPREADSHEET BALANCE IN DEBTOR IN POSSESSION ACCOUNT
Balance at end of last month	$	15,484,500.90
Net transactions for this month (Line 3 — Schedule A)		(8,379.41	)
Balance at end of this month	$	15,476,121.49
SCHEDULE D — SEE ATTACHED SPREADSHEET BALANCE IN TAX ACCOUNT
Balance at end of last month	$	—
Add deposits from general account		—
Subtotal	$	—
Deduct payments to taxing agencies
Balance at end of this month	$	—
SCHEDULE E — SEE ATTACHED SPREADSHEET BALANCE IN                      ACCOUNTS
Balance at end of last month	$	—
Add deposits from general account		—
Subtotal	$	—
Deduct disbursements		—
Balance at end of this month	$	—

SCHEDULE F
POST PETITION DEBTS

Balance at end of last month ------------- Not Applicable	$	—
Add debts incurred this month
Subtotal	$	—
Deduct payments made this month on this balance		—
Subtotal	$	—
Adjustments (Explain on separate sheet)		—
Balance at end of this month. (Attach listing)	$	—

SCHEDULE G
ACCOUNTS RECEIVABLE BALANCE

Balance of receivables at end of last month ------------- Not Applicable	$	—
Add new receivables for this month		—
Subtotal	$	—
Deduct accounts collected (From Schedule A)		—
Subtotal	$	—
Adjustments (Explain on separate sheet)		—
Balance at end of this month (Attach listing)	$	—

SCHEDULE H
INVENTORY AND COST OF GOODS SOLD

Inventory balance at end of last month ------------- Not Applicable	$	—
Add merchandise purchase		—
Total inventory available	$	—
Adjustments (Explain on separate sheet)		—
Less inventory balance at end of this month		—
Total (Cost of goods sold)	$	—

SCHEDULE I
FEDERAL AND STATE TAXES

1. Tax balance at end of last month ---------- Not Applicable $ —

PAYROLL TAX LIABILITY THIS MONTH:

     Period: o Weekly o Biweekly o Semimonthly o Monthly

     Fed. Employer or S.S. #                             EDD ID#                      

Withholdings:
Federal income tax	$	—
FICA withheld
State income tax
State disability
Employer tax liability:
FICA
Federal unemployment
State unemployment
2. Total payroll taxes due			$	—

SALES TAX LIABILITY THIS MONTH:
State Board of Equalization ID#                     

Sales tax liability	$	—
Other (excise, city, business, etc.)
3. Total sales taxes due			$	—

SUMMARY OF TAX PAYMENTS MADE THIS MONTH:

Payee	Date Paid	Bank Acct. #	Check #	Amount
				$	—
4. Total payments made				$	—
Tax balance at end of this month (add line 1+2+3 less line 4)				$	—

SCHEDULE J
MONTHLY OPERATING STATEMENT QUESTIONNAIRE

	Yes	No	N/A
1. Copies of checkbooks or receipts and disbursements listings attached:
Debtor in possession account (Activated As Of June 5)	X
Tax account			X
Other account			X
2. Listing of unpaid post-petition debts			X
(include unpaid professional fees and interest owed)
3. Have any payments been made to secured creditors or lessors?		X
(If yes — attach listing of payments made)
4. (a) Have any payments been made to officers, shareholders, insiders, relatives or professionals? See Attached Payroll Summaries	X
(If yes — attach listing of payments made)
(b) Were these payments approved by the court?	X
5. (a) Have any payments been made on prepetition debts?		X
(If yes — attach listing of payments made)
(b) Were these payments approved by the court?
6. Do you carry insurance coverage of any kind?	X
Attach copies of declaration pages (Data Previously Provided)
Note: If you have previously submitted copies of declaration pages & there have been no changes in coverage initial here (no copies needed)
7. Have U.S. Trustee quarterly fees been paid? (Response Follows)	X
Debtor filed Petition on May 11, 2009. Q2 2009 Trustee Fees of $975.00 paid on July 27, 2009. Q3 2009 Trustee Fees of $1,950.00 paid on October 31, 2009. Q4 2009 Trustee Fees of $1,625.00 paid on January 25, 2010.

DECLARATION OF DEBTOR

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

February 12, 2010	/s/ David A. Haeberlin
Execution Date	Debtor in Possession (Signature)

I have reviewed the Monthly Report of Operations and, after making reasonable inquiry, believe that the information is true and correct.

/s/ David A. Haeberlin

(Signature of Preparer — Attorney or Accountant

(MOR-1:6/90)

Capital Corp of the West
09-14298-B-11F

Cash/Bank Account	Beginning Balance						Transfers			Ending Balance
Bank & Acct #	31-Jan-10		Receipts		Disbursements		in (+)/out (-)			4-Feb-10
Citibank DIP Accounts:	$	—								$	—
Operating A/C # 9951707360 (See Note 8 Below)	$	6,178,007.39	$	27.66	$	8,407.07	$	(6,000,000.00	)	$	169,627.98
Operating — Money Market A/C # 9960060669	$	—					$	6,000,000.00		$	6,000,000.00
Federal Tax Refund A/C # 9951707387 (See Notes 7 & 8 Below)	$	8,900,454.00	$	—	$	—	$	(3,900,454.00	)	$	5,000,000.00
Federal Tax Refund — Money Market A/C # 9960060677	$	—					$	3,900,454.00		$	3,900,454.00
California Tax Refund A/C # 9951707416 (See Note 7 & 8 Below)	$	30,800.00	$	—	$	—	$	(30,000.00	)	$	800.00
California Tax Refund — Money Market A/C # 9960060685	$	—					$	30,000.00		$	30,000.00
Insurance Refund A/C # 9951707424 (See Note 8 Below)	$	375,239.51	$	—	$	—	$	(375,000.00	)	$	239.51
Insurance Refund — Money Market A/C # 9951707424	$	—					$	375,000.00		$	375,000.00
Total	$	15,484,500.90	$	27.66	$	8,407.07	$	—		$	15,476,121.49

Notes:
1.	All cash accounts (including petty cash) should be reflected on spreadsheet
2.	Transfers must total zero
3.	Total ending cash on hand must be supported by detailed registers, bank recs, balance sheet, etc.
4.	Net change in cash (receipts less disbursements) must be supported by detailed registers and Schedule A.
5.	Schedules C, D and/or E need not be completed if this spreadsheet is used. Notation should be made on Schedules C, D and/or E to “see attached spreadsheet.”
6.	Beg balance must agree with the prior month’s ending balance or, for the first month only, this amount should agree with the cash on hand as of the filing date.
7.	The Debtor has established segregated bank accounts pursuant to a Stipulation between Capital Corp of the West (the Debtor), the Creditor’s Committee and the Federal Deposit Insurance Corporation regarding certain Federal and State of California income tax refunds. This Stipulation was filed on October 20, 2009 and approved by the Court by an Order dated November 2, 2009. The Citibank Account No. 9951707387 (shown above) constitutes the Escrow Account pursuant to the Stipulation. As of February 4, 2010, a $50,000 Federal Income Tax 2008 related refund; a $30,800 California Tax 2008 related refund; and certain Federal Income Tax refunds in the amount of $2,872,522 (2007) and $5,977,932 (2006) have been received.
8.	The Debtor reached agreement with Citibank as of February 4, 2010 to establish Money Market accounts which will bear an annual interest rate of 80 basis points. This rate is subject to change without notice. The Debtor also agreed to maintain approximately $5 million in checking account deposits to cover the costs of servicing the Debtor’s banking relationship including the securities required to be pledged to collateralized the entire relationship.
9.	The Debtor has filed Federal and California tax refund requests in the amount of $10.056 million and $2.324 million, respectively. The Debtor has received a significant portion of the expected Federal Income Tax refunds (See Note 7 Above). The Debtor expects a further Federal Income Tax refund of $1,182,326 during the first quarter of 2010. The $2.324 million California Income Tax refund is currently being subjected to a State of California examination which the Debtor is hopeful will be completed during the first quarter of 2010. The potential refund amounts are based on the best information available from the Debtor’s Accountants and tax consultants at this time.
	Recent Tax Law changes under the Worker, Homeownership and Business Assistance Act of 2009 now allow the Debtor to carry back net operating losses for five years. The Debtor will be undertaking a process to determine whether the 2008 or the 2009 tax year should be used (either 2008 or 2009 can be carried back 5 years but not both) to maximize any potential further Federal Income tax refunds. The 2009 Tax Return must first be completed to determine which approach will produce the best financial results for the Debtor.
	Given that the Debtor has meaningful additional potential tax refunds and that the actual recovery of same remains uncertain, these tax refunds have not been include in the Balance Sheet of the Debtor included herein. See Note 7 Above.
10.	The February 4, 2010 and the January 31, 2010 Balance Sheets reflect $ 3,500 in priority claims related to certain Deferred Compensation claims representing payments deferred within the six month period immediately preceding the Debtor’s Bankruptcy Petition.

Capital Corp of the West
Profit & Loss Detail
February 1-4, 2010

Cash Basis

Type

Date

Num

Name

Memo

Clr

Split

Original Amount

Paid Amount

Balance

Income

Refunds

Insurance

Deposit

2/1/2010

Nationwide Life In...

Refund of M...

Operating Ac...

27.66

27.66

27.66

Total Insurance

27.66

27.66

Total Refunds

27.66

27.66

Total income

27.66

27.66

Expense

Compensation Costs

Check

2/1/2010

0000

Administaff

Week Ende...

Operating Ac...

8,937.48

8,937.48

8,937.48

Deposit

2/1/2010

David Heaberlin

Deposit

Operating Ac...

-530.41

-530.41

8,407.07

Total Compensation Costs

8,407.07

8,407.07

Total Expense

8,407.07

8,407.07

Net Income

-8,379.41

-8,379.41

Invoice Report

CAPITAL CORP OF THE WEST (2606900)	Invoice #: 3123620
2801 G ST	Payroll Date: 02/5/2010
MERCED, CA95340-2133	Payroll #: 1
Payroll Contact: DAVID A HEABERLIN	Payroll Type: REGULAR — 1
Report Date: 1/29/2010	Period: 01/30/2010 through 02/5/2010

Billing	Groups:
No.	Name	No. EEs		Service Fee %	Payroll Gross		Total Cost
0	UNASSIGNED		1	11.72	$	8,000.00	$	8,937.48
Total Summary:			1		$	8,000.00	$	8,937.48
Total additional charges or credits:							$	0.00
Payroll amount due from client:							$	8,937.48
TOTAL amount due from client:							$	8,937.48

Check #

Check #

Employees

Status

Non DD

DD

Prev/Curr

W/C Code

W/C State

Benefits

Service Fee

Payroll Gross

HEABERLIN, DAVID

DD/EP

0

0/0

8810C

CA

S

11.72

%

$

8,000.00

Direct Deposit Gross Pay:

$

8,000.00

Check Gross Pay:

$

0.00

Non DD	NonDirect Deposit	E	Employee Coverage
DD	Direct Deposit	S	Employee & Spouse Coverage
D	Dental Only	C	Employee & Child Coverage
NH	New Hire	F	Employee & Family Coverage
EP	EPaystub	K	Employee & Children Coverage
C	W/C Cap	W	Coverage Waived
		I	Coverage Not Available

Schedule J — Question 4 (a)
Payroll Date — February 5, 2010

Capital Corp of the West
Balance Sheet

As of February 4, 2010

Cash Basis

	Feb 4, 10		Jan 31, 10		$ Change
ASSETS
Current Assets
Checking/Savings
Citibank -Debtor In Possession
CA State Tax Refund Acct
CA State Tax Refund MoneyMarket		30,000.00		0.00		30,000.00
CA State Tax Refund Acct — Other		800.00		30,800.00		-30,000.00
Total CA State Tax Refund Acct		30,800.00		30,800.00		0.00
Federal Tax Refund Acct
Federal Tax Refund Money Market		3,900,454.00		0.00		3,900,454.00
Federal Tax Refund Acct — Other		5,000,000.00		8,900,454.00		-3,900,454.00
Total Federal Tax Refund Acct		8,900,454.00		8,900,454.00		0.00
Insurance Refund Acct
Insurance Refund Money Market		375,000.00		0.00		375,000.00
Insurance Refund Acct — Other		239.51		375,239.51		-375,000.00
Total Insurance Refund Acct		375,239.51		375,239.51		0.00
Operating Account
Operating Account Money Market		6,000,000.00		0.00		6,000,000.00
Operating Account — Other		169,627.98		6,178,007.39		-6,008,379.41
Total Operating Account		6,169,627.98		6,178,007.39		-8,379.41
Total Citibank -Debtor In Possession		15,476,121.49		15,484,500.90		-8,379.41
Total Checking/Savings		15,476,121.49		15,484,500.90		-8,379.41
Total Current Assets		15,476,121.49		15,484,500.90		-8,379.41
Fixed Assets
Furniture and Equipment
Computers		4,299.75		4,299.75		0.00
Furniture		1,662.38		1,662.38		0.00
Total Furniture and Equipment		5,962.13		5,962.13		0.00
Total Fixed Assets		5,962.13		5,962.13		0.00
TOTAL ASSETS		15,482,083.62		15,490,463.03		-8,379.41
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Priority Claims
Deferred Compensation		3,500.00		3,500.00		0.00
Total Priority Claims		3,500.00		3,500.00		0.00
Undisputed Claims Received
Bay View — Deferred Purchase
Deferred Puchase Price		1,373,139.48		1,373,139.48		0.00
Interest on Deferral		130,880.88		130,880.88		0.00
Total Bay View — Deferred Purchase		1,504,020.36		1,504,020.36		0.00
Compensation Related Claims		1,879,853.00		1,879,853.00		0.00
County Staturtory Trust I
Interest		751,608.00		751,608.00		0.00
Principal		6,186,000.00		6,186,000.00		0.00
Total County Staturtory Trust I		6,937,608.00		6,937,608.00		0.00
County Statutory Trust II
Interest		537,166.00		537,166.00		0.00
Principal		10,310,000.00		10,310,000.00		0.00
Total County Statutory Trust II		10,847,166.00		10,847,166.00		0.00
County Statutory Trust III
Interest		744,779.00		744,779.00		0.00
Principal		15,464,000.00		15,464,000.00		0.00
Total County Statutory Trust III		16,208,779.00		16,208,779.00		0.00
County Statutory Trust IV
Interest		1,752,346.00		1,752,346.00		0.00
Principal		25,774,000.00		25,774,000.00		0.00
Total County Statutory Trust IV		27,526,346.00		27,526,346.00		0.00
Creditor Claims		19,167.00		19,167.00		0.00
Total Undisputed Claims Received		64,922,939.36		64,922,939.36		0.00
Total Other Current Liabilities		64,926,439.36		64,926,439.36		0.00
Total Current Liabilities		64,926,439.36		64,926,439.36		0.00
Total Liabilities		64,926,439.36		64,926,439.36		0.00
Equity
Opening Balance Equity		-64,926,439.36		-64,926,439.36		0.00
Retained Earnings		15,563,822.57		15,563,822.57		0.00
Net Income		-81,738.95		-73,359.54		-8,379.41
Total Equity		-49,444,355.74		-49,435,976.33		-8,379.41
TOTAL LIABILITIES & EQUITY		15,482,083.62		15,490,463.03		-8,379.41

Capital Corp of the West
Reconciliation Detail
Operating Account, Period Ending 02/04/2010

Type	Date	Num		Name	Clr	Amount		Balance
Beginning Balance									6,197,735.62
Cleared Transactions
Checks and Payments - 9 items
Check	1/25/2010		5075	Computershare	X		-6,686.34		-6,686.34
Check	1/25/2010		5071	Perry Smith LLP	X		-3,140.40		-9,826.74
Check	1/25/2010		5072	U. S. Trustee	X		-1,625.00		-11,451.74
Check	1/25/2010		5074	AT Conference	X		-419.14		-11,870.88
Check	1/25/2010		5076	Comcast	X		-310.87		-12,181.75
Check	1/30/2010		5080	Bowne of Los Angel...	X		-1,875.00		-14,056.75
Check	1/30/2010		5078	David Heaberlin	X		-562.65		-14,619.40
Check	2/1/2010		0000	Administaff	X		-8,937.48		-23,556.88
Transfer	2/4/2010				X		-6,000,000.00		-6,023,556.88
Total Checks and Payments							-6,023,556.88		-6,023,556.88
Deposits and Credits - 3 items
Deposit	2/1/2010				X		27.66		27.66
Deposit	2/1/2010				X		530.41		558.07
Transfer	2/4/2010				X		6,000,000.00		6,000,558.07
Total Deposits and Credits							6,000,558.07		6,000,558.07
Total Cleared Transactions							-22,998.81		-22,998.81
Cleared Balance							-22,998.81		6,174,736.81	(1)
Uncleared Transactions
Checks and Payments - 3 items
Check	1/30/2010		5079	Computershare			-2,614.18		-2,614.18
Check	1/31/2010		5082	Bowne of Los Angel...			-2,185.00		-4,799.18
Check	1/31/2010		5081	Comcast			-309.65		-5,108.83
Total Checks and Payments							-5,108.83		-5,108.83
Total Uncleared Transactions							-5,108.83		-5,108.83
Register Balance as of 02/04/2010							-28,107.64		6,169,627.98
New Transactions
Checks and Payments -1 item
Transfer	2/5/2010						-27.66		-27.66
Total Checks and Payments							-27.66		-27.66
Total New Transactions							-27.66		-27.66
Ending Balance							-28,135.30		6,169,600.32

(1) Represents $174,736.81 Checkers Account Balance (See Attached) and $6,000,000.00 in Money Market Account.

DIP Operating Account
February 4, 2010 Reconciliation

Recent Account Activity February 01 2010 to February 04 2010	Start-of-day available: 160,690.50	Current available: 160,690.50
Debits & Credits for Checking Account: DIP Operating (9951707360)	Start-of-day ledger: 160,690.50	Current ladger: 160,690.50

6Date5	6Description5	6Credit5		6Debit5		Balance
02/01/10	Deposit TLR Br#: 00983 TID:04		530.41				6,198,266.03
02/01/10	Deposit TLR Br#: 00983 TID:04		27.66				6,198,293.69
02/01/10	Check #5075 View Check				-6,686.34		6,191,607.35
02/01/10	Check #5072 View Check				-1,625.00		6,189,982.35
02/01/10	Check #5074 View Check				-419.14		6,189,563.21
02/02/10	WIRE TO Administaff Companes, Inc.				-8,937.48		6,180,625.73
02/03/10	Check #5080 View Check				-1,875.00		6,178,750.73
02/03/10	Check #5078 View Check				-562.65		6,178,188.08
02/03/10	Check #5076 View Check				-310.87		6,177,877.21
02/04/10	Withdrawal Br#: 00022 TID:07 399 PARK AVENUE, NY, NY				-6,000,000.00		177,877.21
02/04/10	Check #5071 View Check				-3,140.40		174,736.81

Citibank DIP Account — February 1 - 4, 2010

Recent Account Activity February 01 2010
Debits & Credits for Checking Account: DIPOperating (9951707360)

Date	Description	Credit		Debit		Balance
02/01/10	Deposit TLR Br#: 00983 TID:04		530.41				6,198,266.03
02/01/10	Deposit TLR Br#: 00983 TID:04		27.66				6,198,293.69
02/01/10	Check #5075 View Check				-6,686.34		6,191,607.35
02/01/10	Check #5072 View Check				-1,625.00		6,189,982.35
02/01/10	Check #5074 View Check				-419.14		6,189,563.21

Debits & Credits: Checking Account: 9958960828          Has no activity for February 01 2010
Debits & Credits: Checking Account: 9958952078          Has no activity for February 01 2010

Citibank DIP Account — February 1, 2010 Activity

Recent Account Activity February 02 2010
Debits & Credits for Checking Account: DIPOperating (9951707360)

Date	Description	Credit	Debit		Balance
02/02/10	WIRE TO Administaff Companes, Inc.			— 8,937.48		6,180,625.73

Debits & Credits: Checking Account: 9958960828	Has no activity for February 02 2010
Debits & Credits: Checking Account: 9958952078	Has no activity for February 02 2010

Citibank DIP Account — February 2, 2010 Activity

Recent Account Activity February 03 2010
Debits & Credits for Checking Account: DIP Operating (9951707360)

Date	Description	Credit	Debit	Balance
02/03/10	Check #5080 View Check		-1,875.00		6,178,750.73
02/03/10	Check #5078 View Check		-562.65		6,178,188.08
02/03/10	Check #5076 View Check		-310.87		6,177,877.21

Debits & Credits: Checking Account: 9958960828	Has no activity for February 03 2010
Debits & Credits: Checking Account: 9958952078	Has no activity for February 03 2010

Citibank DIP Account — February 3, 2010 Activity

Recent Account Activity February 04 2010

Debits & Credits for Checking Account: DIPOperating (9951707360)

Date	Description	Credit	Debit		Balance
02/04/10	Withdrawal Br#: 00022 TID:07 399 PARK AVENUE, NY, NY			-6,000,000.00		177,877.21
02/04/10	Check #5071 View Check			-3,140.40		174,736.81
Debits & Credits for Checking Account: DIPSUBCAREFD (9958960828)
Date	Description	Credit	Debit		Balance
02/04/10	Withdrawal Br#: 00022 TID:07 399 PARK AVENUE, NY, NY			-30,000.00		800.00
Debits & Credits for Checking Account: DIPSUBFDREFD (9958952078)
Date	Description	Credit	Debit		Balance
02/04/10	Withdrawal Br#: 00022 TID:07 399 PARK AVENUE,NY,NY			-3,900,454.00		5,000,000.00

Citibank DIP Account — February 4, 2010 Activity