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© 2010 Grant Thornton Specialist Services (Cayman) Limited | 2010 Raymond Chabot Grant Thornton & Cie First Interim Report to the Creditors by the Joint Official Liquidators | October 1st, 2010

FOCUS MANAGEMENT INC. (In Official Liquidation)

Report to the Creditors by the Joint Official LiquidatorsOctober 1st, 2010

Hugh DicksonPartnerGrant Thornton Specialist Services (Cayman) LtdT +1 345 815-8225E [email protected]

Jean RobillardPartnerRaymond Chabot Grant Thornton & CieT +1 514 393-4764E [email protected]


October 1st, 2010

Dear Creditors,

We refer to Court Orders dated February 20, 2008 and October 31, 2008 appointing Jean Robillard and Hugh Dickson as Joint Provisional Liquidators and Joint Official Liquidators respectively of Focus Management Inc. (“Focus”). We have the pleasure to enclose a copy of our second report to the creditors of Focus. This report should be read in conjunction with the previous report, filed on August 28, 2009, and along with the following reports, submitted by the Provisional Administrator of Triglobal Capital Management Inc. and PNB Management Inc.:

• Triglobal Capital Management Inc. (“Triglobal”) submitted on January 20, 2008;

• P.N.B. Management Inc. (“PNB”), 2967-9420 Québec Inc., 4190424 Canada Inc. and 4384610 Canada Inc. submitted on February 22, 2008;

• Provisional Administrator’s Information Document submitted on May 21, 2008.

These reports are available on the web site of Raymond Chabot Grant Thornton at the following address: www.raymondchabot.com

The current report has been prepared exclusively for the creditors of Focus. While other parties may be interested in receiving a copy of this report we stress that we cannot accept any responsibility whatsoever in respect of any reliance that these parties may place on our report in any decision that they may make in relation to Focus.

Yours faithfully

Hugh DicksonJoint Official Liquidator

Jean RobillardJoint Official Liquidator

Grant Thornton Specialist Services (Cayman) Limited P.O. Box 1370 GTCommerce House2nd Floor7 Dr. Roy’s DriveGrand CaymanCayman Islands

Raymond Chabot Grant Thornton & Cie600 de la Gauchetiere WestSuite 2000Montreal (Quebec)H3B 4L8Canada


3

Contents

Section

Page

1. Basis of Report and Disclaimer

5

2. Introduction

7

3. Status of File

9

4. Resolving Focus’ Affairs

11



2. Introduction

3. Status of File


Basis of Report and Disclaimer

Section 1


55


1.1 Basis of Report On February 20, 2008, Mr. Jean Robillard of Raymond Chabot Grant Thornton & Cie (Canada) and Hugh Dickson of Grant Thornton Specialist Services (Cayman) Limited (whilst entirely separate firms, for convenience referred to collectively as “GT”) were appointed Joint Provisional Liquidators (“JPLs”) of Focus Management Inc. ("Focus") by the Grand Court of the Cayman Islands (the “Court”) and on October 31, 2008 were appointed Joint Official Liquidators (collectively the “JOLs”) of Focus by said Court. The terms JPLs and JOLs are used interchangeably throughout this report.

In accordance with Order 10 of The Companies Winding Up Rules 2008 of the Cayman Islands, this second report has been prepared by the JOLs solely for the purpose of reporting to the Focus creditors on the conduct of the liquidation and the state of Focus’ affairs.

This report has been prepared using the information available to the JOLs at the time of preparation. Investigations are ongoing and new information continues to be received. This may result in material changes to the information provided in this report.

1.2 DisclaimerNone of the JOLs, GT, their partners, employees, professional advisers or agents accept any liability or assume any duty of care to any third party (whether it is an assignee or successor of another third party or otherwise) in respect of this report and any such party who receives a copy of this report whether from GT or any other source shall have no right of recourse against GT, their partners, employees, professional advisers or agents.

In preparing this report, the JOLs have relied upon information available to them and have not performed an audit examination on this information. Except where specifically stated, the JOLs have been unable to establish the reliability of the sources of information presented to them by reference to independent evidence.



Section 2

Introduction


2. Introduction

3. Status of File



77

Introduction

2.1 Introduction

On August 28, 2008, the JOLs issued a first report relating: the background to the JOLs appointment; the result of the ongoing investigation and specifics

related to:o the visit of Focus premises;o the examination of a former managing director, Mr.

Austin Harris;o the removal of records; o the failure to maintain books and records;o Ivest and Tricap Funds diversion;o Horizon Bank International Ltd affairs;o Review of bank and brokerage accounts;o Axxon channelling funds;o the investigation of property transactions;

the claims received by creditors; the status of the estate the actions considered and required to pursue various

lines of enquiries and to recover funds.

This report shows an update of the above-mentioned issues only. Moreover, the only issues discussed are those that have been resolved or partially resolved.

If there are any matters upon which you require clarification or further information please contact Mr. Dickson or Mr. Robillard.

Introduction


Section 3

Investigation


2. Background

3. Investigation

4. Creditors

5. Professional fees and Status of the Estate



99

Status of File

3.1 Horizon Bank International Ltd (“Horizon”)The JOLS have lodged claims with the Horizon liquidator for a total amount of USD 904,906.63 and CAD 353,595.99.

The Horizon liquidator has coordinated a settlement of the outstanding litigation regarding the estate and in particular of property claims.

However, the Horizon liquidator still has one claim to resolve for approximately USD 3 M. Assuming that both parties can settle this claim, the final dividend should be in the 33% range.

Notwithstanding, a liquidation committee meeting should be held soon to obtain approval for an interim dividend.

3.2 Law EnforcementFor law enforcement investigation purposes, the JOLs have met several times with the Royal Cayman Islands Police Service Financial Crimes Unit and with the Integrated Market Enforcement Team, a special unit led by the Royal Canadian Market Police.

It was decided in the last Liquidation Committee meeting to formally request an updated status report from the authorities and from the regulators.

3.3 Fund channellingAs mentioned in the first report, Axxon is an exempted company incorporated in the Cayman Islands in 1990. It is a related party of both Focus and PNB as: Austin Harris was the director of Axxon;The sole shareholder of Axxon is CB Nominees;The sole shareholder of Focus is also CB Nominees;The ultimate beneficiaries of Axxon were Papadopoulos and Bright, as indicated in the records/registries;

•Papadopoulos and Bright are the sole shareholders of PNB and the sole signatories of the accounts used to transfer funds from Focus to Axxon.

3.3.1 From Focus to PNB thourgh Axxon

An amount of CAD 16.4 M was transferred by Focus to PNB through Axxon between between October 1990 and September 2001.

It appears that the sole purpose of Axxon was to transfer funds from Focus to PNB. These transfers ensured that Focus’ involvement was not merely apparent.

In addition, it appears that the above-described scheme was meant to avoid revealing, within PNB’s accounting books and records, the relationship between Focus and PNB, in an attempt to mislead regulatory controls in Canada.

Therefore, Axxon was merely part and parcel of a mechanism used to divert Focus’ funds to PNB. At all relevant times, Focus had no obligation, legal or other, to either Axxon or PNB. No commercial relationship existed between them, despite the fact that these transfers were allegedly made pursuant to a software agreement. Indeed, PNB provided no services to either Axxon or Focus and the alleged software agreement appears to be a scam.

3.3.2 Directly From Focus to PNB

Between December 2001 and June 2004, CAD 2.5 M were transferred directly from Focus to PNB.

As previously mentioned, Papadopoulos and Bright were signatories on the bank accounts from which and where to the funds were transferred.

Status of File


Section 4

Resolving Focus’ Affairs


2. Introduction

3. Status of File



1111


4.1 Funding AgreementThe Supreme Court of the Bahamas approved a funding agreement between Ivest Fund Limited and Focus, providing funding to Focus in the amount of USD 200,000.00. This decision was granted on the 30th of September 2009.

JOLs of Ivest agreed to enter such an agreement in order to recuperate funds invested by Invest into Focus, of a total amount of approximately USD 30 M.

Therefore, the sole purpose of this agreement was to allow Focus to pursue a claim against PNB.

4.2 Claim against PNBSince the above mentioned Order, the JOLs assisted by their lawyers, have worked on the documentation supporting a claim against PNB.

Indeed, transactions over the last decade were analyzed, and evidence was brought up in order to file a claim with proper documentation.

In addition, legal research had been conducted on numerous topics such as: prescription of proceedings, applicable tracing in Civil Law and available recourses.

Afterwards, a formal claim will be lodged against PNB, who has previously filed a notice on intent to file a proposal. That said notice of intent was filed with an independent court officer (namely a Trustee), in the person of Mr. André Giroux.

Among other things, Mr Giroux will have to examine the Focus claim and to decide on its admissibility under a process driven by the Bankruptcy and Insolvency Act.

ConclusionAs long as the JOLs find additional funding, they will continue to pursue known assets of the funds and to follow up on various elements already mentioned in the first report, such as: examining directors and other related parties; analyzing potential causes of action against Focus’ former directors or officers;investigating the creation, operations and transactions of Focus’ bank account, and the liability of any parties involved in transmitting or receiving the funds.


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