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): August 9, 2010

FIRSTFED FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-9566	95-4087449
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

4000 Barranca Parkway, Suite 250 Irvine, California	92604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 262-3229

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:

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 8.01 Other Events.

On August 9, 2010, FirstFed Financial Corp. (“Debtor”) filed its monthly operating report for the period beginning July 1, 2010 and ending July 31, 2010 (the “July Report”) with the United States Bankruptcy Court for the Central District of California, Los Angeles Division (the “Bankruptcy Court”). The July Report is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

Cautionary Statements Regarding January Report

The July Report is limited in scope, covers only a one-month time period and has been prepared solely for the purpose of Debtor’s compliance with the monthly reporting requirements of the Bankruptcy Court. The July Report contains financial information that (i) has not been audited or reviewed by an independent registered public accounting firm; (ii) is not presented in accordance with generally accepted accounting principles in the United States of America; and (iii) may be subject to future reconciliation, adjustments or other modification or amendment. The information contained in the July Report has been prepared in accordance with applicable laws and regulations under Chapter 11 of Title 11 of the United States Code and is not to be used for investment purposes. There can be no assurance that the July Report is complete. Debtor may amend or otherwise change the information contained in the July Report at a future date. The operating results set forth in the July Report should not be viewed as indicative of Debtor’s future results.

The July Report should under no circumstances be relied upon or viewed as a substitute, supplement or replacement for financial information that is filed with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The July Report contains information for periods which may be shorter or otherwise different from those contained in reports required pursuant to the Exchange Act. The July Report does not include footnotes that would ordinarily be contained in the financial statements in Debtor’s quarterly and annual reports pursuant to the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibit hereto may contain certain forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Debtor’s Monthly Operating Report for the period beginning July 1, 2010 and ending July 31, 2010.

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.

	FIRSTFED FINANCIAL CORP. (Registrant)
August 9, 2010	By:	/s/    BRIAN E. ARGRETT
		Brian E. Argrett Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Debtor’s Monthly Operating Report for the period beginning July 1, 2010 and ending July 31, 2010.

EX-99.1

Exhibit 99.1

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:	CHAPTER 11 (BUSINESS)
FirstFed Financial Corp
	Case Number:	2:10-bk-12927-ER
	Operating Report Number:	7
Debtor(s).	For the Month Ending:	July 31, 2010

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT*)

1.      TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS		227,852.56
2.      LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL ACCOUNT REPORTS		22,613.82
3.      BEGINNING BALANCE:		4,047,125.78
4.      RECEIPTS DURING CURRENT PERIOD:
Accounts Receivable—Post-filing
Accounts Receivable—Pre-filing
General Sales
**Other (Specify)
TOTAL RECEIPTS THIS PERIOD:
5.      BALANCE:		4,047,125.78
6.      LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
Transfers to Other DIP Accounts (from page 2)	0.00
Disbursements (from page 2)	4,433.60
TOTAL DISBURSEMENTS THIS PERIOD:***		4,433.60
7.      ENDING BALANCE:		4,042,692.18
8.      General Account Number(s):	XXXXXX
	Union Bank
Depository Name & Location:	445 South Figueroa
	Los Angeles, CA 90071

* 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.

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date mm/ dd/yyyy	Check Number	Payee or DIP account	Purpose	*Amount Transfered	**Amount Disbursed	Amount
7/9/2010	1026	RR Donnelly	SEC filing costs June MOR		580.00	580.00
7/14/2010	1027	RR Donnelly	SEC filing costs 8k (Argrett hire)		361.00	361.00
7/20/2010	1028	Office of U.S. Trustee	Q2-2010 Fees		1,625.00	1,625.00
7/26/2010	1029	RR Donnelly	SEC filing costs 8k July MOR		665.00	665.00
7/30/2010	1030	Premier Business Centers	Aug Rent		993.36	993.36
7/2/2010	EFT	Hartford Insurance	payroll costs, workman’s comp		39.76	39.76
7/9/2010	EFT	Hartford Insurance	payroll costs, workman’s comp		125.88	125.88
7/16/2010	EFT	Hartford Insurance	payroll costs, workman’s comp		19.88	19.88
7/23/2010	EFT	Hartford Insurance	payroll costs, workman’s comp		23.72	23.72
						—
						—
						—
						—
						—
						—
			TOTAL DISBURSEMENTS THIS PERIOD:	—	4,433.60	4,433.60

* Fill in amounts in this column if they are TRANSFERS to another DIP account (e.g. Payroll or Tax); the “amount” column will be filled in for you.

** Fill in amounts in this column if they are DISBURSEMENTS to outside payees; the “amount” column will be filled in for you.

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

Bank statement Date:		7/31/2010	Balance on Statement:	$	4,043,710.54
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
	1023	6/28/2010	25.00
	1030	7/30/2010	993.36
TOTAL OUTSTANDING CHECKS:					1,018.36
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$	4,042,692.18

* It is acceptable to replace this form with a similar form

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

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1. TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		0.00
2. LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		266,695.90
3. BEGINNING BALANCE:		233,304.10
4. RECEIPTS DURING CURRENT PERIOD:
5. BALANCE:		233,304.10
6. LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:***		10,845.67
7. ENDING BALANCE:		222,458.43
8. PAYROLL Account Number(s):	XXXXXXX
Depository Name & Location:	Union Bank
	445 South Figueroa
	Los Angeles, CA 90071

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
7/29/2010	EFT	Brian Argrett	Aug salary (net of payroll taxes)	7,132.30
7/29/2010	EFT	various governments	Payroll Taxes—Aug	3,632.70
7/29/2010	EFT	CBIZ	payroll charge	80.67
			Aug payroll paid on July 29, 2010 by payroll processor
			TOTAL DISBURSEMENTS THIS PERIOD:	10,845.67

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION

Bank statement Date:		7/31/2010	Balance on Statement:	$	222,458.43
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:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$	222,458.43

* It is acceptable to replace this form with a similar form

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

Page 6 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

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:		10,000.00
4.      RECEIPTS DURING CURRENT PERIOD:
5.      BALANCE:		10,000.00
6.      LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD TOTAL DISBURSEMENTS THIS PERIOD:***		0.00
7.      ENDING BALANCE:		10,000.00
8.      TAX Account Number(s):	XXXXXXX
	Union Bank
Depository Name & Location:	445 South Figueroa
	Los Angeles, CA 90071

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date mm/dd/yyyy	Check Number	Payee	Purpose	Amount
		NONE		none
			TOTAL DISBURSEMENTS THIS PERIOD:	0.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

	Bank statement Date:	7/31/2010	Balance on Statement:	$	10,000.00
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:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$	10,000.00

* It is acceptable to replace this form with a similar form

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

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:

(Provide a copy of monthly account statements for each of the below)

	General Account:	4,042,692.18
	Payroll Account:	222,458.43
	Tax Account:	10,000.00
*Other Accounts:
*Other Monies:
	**Petty Cash (see below):	11.24
TOTAL CASH AVAILABLE:			4,275,161.85
Petty Cash Transactions:
Date	Purpose	Amount
	Opening balance	11.24
		0.00
		0.00
		0.00
		0.00
		0.00
		0.00
TOTAL PETTY CASH TRANSACTIONS:			0.00
ENDING PETTY CASH			11.24

* Specify the Type of holding (e.g. CD, Savings Account, Investment Security), and the depository name, location & account #

** Attach Exhibit Itemizing all petty cash transactions

Page 10 of 16

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
Regus Mgt, lessor*	monthly		2,124.87	0	0.00
Premier Business Centers	monthly	$	985.20		0.00
				TOTAL DUE:	0.00

* FirstFed Financial Corp. vacated offices managed by Regus Mgt. on 06/22/10. FirstFed Financial Corp entered into new lease agreement with Premier Business Centers on 06/22/10

III. TAX LIABILITIES

FOR THE REPORTING PERIOD:
Gross Sales Subject to Sales Tax:			0.00
Total Wages Paid:			10,000.00
	Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
Federal Withholding*
State Withholding*
FICA—Employer’s Share*
FICA—Employee’s Share*
Federal Unemployment*
Sales and Use
Real Property
Other-Delaware Franchise**	3,125.00	0.00
TOTAL:	3,125.00	0.00

* Amounts paid through the payroll account. See “Total Disbursements from Payroll Account Current Period”

** The State of Delaware is requesting additional information from the Debtor as the Debtor changed its methodology from the authorized share method to the capital method (using gross assets), potentially In the event the change in methodology is not accepted the amount of the franchise tax may increase resulting in a lower tax payment. See also “Aging of Accounts Receivable”

Page 11 of 16

IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

	*Accounts Payable Post-Petition	Accounts Receivable
		Pre-Petition	Post-Petition
30 days or less	1,570.00	0.00	0.00
31—60 days	93,362.05	0.00	0.00
61—90 days	0.00	0.00	0.00
91—120 days	0.00	0.00	0.00
Over 120 days	0.00	124,600.00	0.00
TOTAL:	94,932.05	124,600.00	0.00

Delaware receivable of $124,600 will not be settled until Federal tax return is filed.

V. INSURANCE COVERAGE

Type	Name of Carrier	Amount of Coverage	Policy Expiration Date	Premium Paid Through (Date)
General Liability	Hartford	1,000,000.00	1/11/2011	1/11/2011
Worker’s Compensation	Hartford	1,000,000.00	1/11/2011	Paid with Payroll
Casualty	None
Vehicle	None

The Debtor also maintains directors and officers liability coverage purchased pre-petition for the 2009/2010 coverage year and an extended reporting period for the policies covering the 2008/2009 coverage year also purchased pre-petition.

VI. UNITED STATES TRUSTEE QUARTERLY FEES

(TOTAL PAYMENTS)

Quarterly Period Ending (Date)	Total Disbursements	Quarterly Fees	Date Paid	Amount Paid	Quarterly Fees Still Owing
31-Mar-2010	134,229.09	975.00	18-Apr-2010	975.00	0.00
30-Jun-2010	157,114.39	1,625.00	20-Jul-2010	1,625.00	0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
					0.00
		2,600.00		2,600.00	0.00

* 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 report

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	*Authorized Gross Compensation		Gross Compensation Paid During the Month***
Babette Heimbuch	**	$	20,000/ month	0.00
Vikas Arora	**	$	17,500/ month	0.00
Brenda Battey	***	$	20,000/month	0.00
Brian Argrett	****	$	10,000/month	10,000.00

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

** Notice of Insider Compensation for Babette Heimbuch and Vikas Arora was filed and served on the UST and other necessary parties on January 7, 2010; no objections were filed.

*** Notice of Insider Compensation for Brenda Battey was filed and served on the UST and other necessary parties on February 17, 2010; no objections were filed.

Ms. Heimbuch and Mr. Arora no longer work for the Debtor. Ms. Battey works periodically for the Debtor at a rate of $150.00 per hour.

**** Notice of Insider Compensation for Brian Argrett was filed and served on the UST and other necessary parties on June 10, 2010; no objections were filed. Mr. Argrett was engaged by the Debtor upon the resignation of Ms. Heimbuch to serve as its Chief Executive Officer.

VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
NONE

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month		Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue	—		—
Less: Returns/Discounts	—		—
Net Sales/Revenue	—		—
Cost of Goods Sold:
Beginning Inventory at cost
Purchases
Less: Ending Inventory at cost
Cost of Goods Sold (COGS)	—		—
Gross Profit	—		—
Other Operating Income (Itemize)
Operating Expenses:
Payroll—Insiders	10,000.00		246,153.85
Payroll—Other Employees
Payroll Taxes	765.00		19,884.27
Other Taxes (Itemize)
Legal & Professional-Special Counsel *	—		167,944.56
Legal & Professional-Bankruptcy Counsel **	882.00		147,962.53
Legal & Professional-Administration ***	20,000.00		40,000.00
Legal & Professional-Accounting & Auditing ****	50,526.15		123,888.20
Depreciation and Amortization	24.00		168.00
Rent Expense—Real Property	985.20		10,802.54
Lease Expense—Personal Property
Insurance	209.24		1,438.16
Real Property Taxes
Telephone and Utilities	—		1,194.20
Repairs and Maintenance
Travel and Entertainment (Itemize)
Parking & Mileage	—		1,320.75
Miscellaneous Operating Expenses (Itemize)
Stock registrar fees	—		1,547.50
Delaware & Calif filing fees & franchise tax	—		3,980.00
SEC 8K fees	1,606.00		4,438.00
Expenses paid from Petty Cash *****	—		—
CSC fee for Delaware representation	—		356.00
US Trustee fees accrued	550.00		3,150.00
Office Supplies	—		347.86
Postage & Courier	—		157.61
Payroll Processing Fees	80.67		526.49
Total Operating Expenses	85,628.26		775,260.52
Net Gain/(Loss) from Operations	(85,628.26	)	(775,260.52	)
Non-Operating Income:
Interest Income
Net Gain on Sale of Assets (Itemize)
Other (Itemize)
Total Non-Operating income	—		—
Non-Operating Expenses:
Interest Expense
Legal and Professional (Itemize)
Other (Itemize)
Total Non-Operating Expenses	—		—
NET INCOME/(LOSS)	(85,628.26	)	(775,260.52	)

(Attach exhibit listing all itemizations required above)

Footnotes:

* Special counsel Manatt, Phelps & Phillips, LLP were paid pre-petition an initial retainer of $300,000. No Pre-petition fees and costs credited were used against the retainer. A $300,000 adjustment to Prepaid Legal Expense was made through Owners’ Equity. Costs and expenses incurred between the filing date and June-2010 were $167,944.56.

* In June, the Debtor engaged the firm of Rus Miliband & Smith, LLP in investigate potential claims which may be brought by the Debtor. The initial engagement is on an hourly basis with a $50,000 cap. An application for employment has been submitted to the bankruptcy court for approval. No work has commenced and no fees have accrued pending bankruptcy court approval of the engagement.

** Bankruptcy counsel Landau, Gottfried & Berger, LLP were paid pre-petition an initial retainer of $250,000. Pre-petition fees and costs credited against the retainer were $50,810.31 leaving a remaining retainer of $199,189.69 as of the filing date. A $199,189.69 adjustment to Prepaid Legal Expense was made through Owners’ Equity. Costs and fees from the filing date until June 2010 were $147,962.53 leaving a remaining retainer amount of $51,227.16. No July statement has been received as of the date of this MOR.

*** June and July Professional fees totaling $40,000 for Delta Corps, Inc., hiring Donald Pelgrim as Chief Administrative Officer, were accrued and unpaid pending approval of the employment application and fee statement from Bankruptcy court.

**** Accounting & Auditing Professional fees in the amount of $13,356 for Hutchinson & Bloodgood, LLP were accrued and unpaid pending approval of the fee statement from Bankruptcy court. Hutchinson & Bloodgood is no longer providing services to the Debtor.

**** Subsequent to the engagement of Hutchinson & Bloodgood, the Debtor engaged Crowe Horwath, LLP for assistance with various tax matters including a 2008 federal tax audit. Crowe Horwath’s engagement was approved by the court. The accrual reflects the initial fee statement received from Crowe Horwath plus July fees of $47,106.15, however, no payment has been made pending bankruptcy court approval.

***** The “Expenses paid from Petty Cash” line item was allocated to more descriptive line items, namely; Office Supplies, Parking & Mileage, and Postage & Courier.

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash	4,275,161.85
Restricted Cash
Accounts Receivable (Itemized, see below)*	124,600.00
Inventory
Notes Receivable
Prepaid Expenses (Rent)	993.36
Prepaid Expense-Legal Special Counsel	132,055.44
Prepaid Expense-Legal Bankruptcy Counsel	51,227.16
Other (Prepaid Payroll)	10,976.96
Total Current Assets			4,595,014.77
Property, Plant, and Equipment	875.00
Accumulated Depreciation/Depletion	168.00
Net Property, Plant, and Equipment			707.00
Other Assets (Net of Amortization):
Due from Insiders
Other (Rent Deposits)	3,897.20
Total Other Assets			3,897.20
TOTAL ASSETS			4,599,618.97
LIABILITIES
Post-petition Liabilities:
Accounts Payable (Itemized, see below)**	164,438.20
Taxes Payable—Delaware Franchise Tax 2010	3,125.00
Notes Payable
Professional fees
Secured Debt
Other (Itemize)
Total Post-petition Liabilities			167,563.20
Pre-petition Liabilities:
Secured Liabilities
Priority Liabilities
Unsecured Liabilities***	159,617,187.50
Other (Itemized, see below)****	1,521.21
Total Pre-petition Liabilities			159,618,708.71
TOTAL LIABILITIES			159,786,271.91
EQUITY:
1 Pre-petition Owners’ Equity (original amount)	(155,177,680.00	)
2 Direct Charges to Equity (Itemized, see below)*****	766,287.58
3 Post-petition Profit/(Loss)	(775,260.52	)
TOTAL EQUITY			(155,186,652.94	)
TOTAL LIABILITIES & EQUITY			4,599,618.97

*       Itemization of Accounts Receivable:
Delaware Franchise Tax Refund Due (prior years)	124,600.00
Total	124,600.00
**     Itemization of Pre-Petition Unsecured Liabilities
Senior Debt Due 2015	53,429,687.56
Senior Debt Due 2016	53,244,791.61
Senior Debt Due 2017	52,942,708.33
Total	159,617,187.50
***  Itemization of Post-Petition Liabilities
Delta Corps, Inc. (Chief Administrative Officer)	40,000.00
Hutchinson & Bloodgood, LLP (accounting & auditing)	13,356.00
Crowe Horwath, LLP (accounting & audit)	107,112.20
Christopher Damore (Accounting fees - July)	1,020.00
Brenda Battey (Tax Matters)	2,400.00
U.S. Quarterly Trustee Fees	550.00
Total	164,438.20
The June and July Professional fees for Delta Corps, Inc. relate to the hiring of Donald Pelgrim as Chief Administrative Officer and were accrued and unpaid pending approval of the employment application and fee statement from Bankruptcy court.
**** Itemization of Pre-Petition Liabilities
Nixon Peabody	318.74
Registrar & Transfer	983.52
DF King & Co	218.95
Total	1,521.21
***** Itemization of Direct Charges to Equity
Reduction in Delaware tax	157,600.00
Refund from Auditors	110,883.44
Legal Retainer—Manatt, Phelps & Phillips, LLP	300,000.00
Legal Retainer—Landau, Gottfried & Berger , LLP	199,189.69
Change in SEC Refund	135.53
Bills received and accrued after BK filing (see above)	(1,521.21	)
Change in Opening Cash Balance	0.04
Change in New Oak receivable	0.09
Total	766,287.58
The prepaid retainer of $250,000 for Bankruptcy Counsel-Landau, Gottfried & Berger was adjusted downward $50,810.31 as the activity occurred pre-petition. As of the petition date, the prepaid legal retainer for Bankruptcy Counsel was $199,189.69.

Page 15 of 16

XI. QUESTIONNAIRE

		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court? If “Yes”, explain below:	x
		No	Yes
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? If “Yes”, explain below:	x
3.	State what progress was made during the reporting period toward filing a plan of reorganization:
	The debtor engaged Crowe Horwath to help in the filing of its 2009 federal tax return to maximize the refund to the debtor. The firm will also help resolve the 2008 IRS audit currently under way. The Debtor also engaged a firm, subject to bankruptcy court approval, to investigate potential claims to be brought by the Debtor. The Debtor is currently in the process of drafting the liquidating plan and disclosure statement.
4.	Describe potential future developments which may have a significant impact on the case:
	There is a potential refund of over $90 million relating to loss carrybacks from earlier tax years. The FDIC, in its capacity as Receiver for the Debtor’s bank subsidiary, has submitted a proof of claim which, among other things, claims that the FDIC is entitled to some or all of any such tax refund and may have other super priority claims. If the FDIC’s claim is successful, it will reduce or potentially eliminate any assets available for distribution to general unsecured creditors. The Debtor reserves its rights with respect to any such claims by the FDIC.
	Debtor continues to investigate potential claims against third parties to determine potential for recovery. No Committee of Unsecured Creditors has been appointed in the case. However, the Debtor continues to work and communicate cooperatively with Wilmington Trust, its principal unsecured creditor, concerning all aspects of the case.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
	None.
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report? If “Yes”, please set forth the amounts and sources of the income below.	x
	I,Brian E. Argrett, Chief Executive Officer
	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.

7/9/10	/s/ Brian E. Argrett
Dated	Principal for debtor-in-possession

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