united states bankruptcy court district of new …omnimgt.com/cmsvol2/pub_47255/672914_227.pdf ·...

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UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-1

PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07962 (973) 538-4006 (973) 538-5146 Facsimile Warren J. Martin Jr., Esq. ([email protected]) Kelly D. Curtin, Esq. ([email protected]) Rachel A. Parisi, Esq. ([email protected]) Proposed Counsel to Debtors

In Re: Garces Restaurant Group, Inc., d/b/a Garces Group, et al.,1

Debtors.

Case No.: 18-19054 (JNP) (Jointly Administered) Chapter: 11

GENERAL NOTES AND STATEMENT OF LIMITATIONS,

METHODOLOGY, AND DISCLAIMER REGARDING DEBTORS’ SCHEDULES AND STATEMENTS

On May 2, 2018 (the “Petition Date”), GRGAC1, LLC d/b/a Amada; GRGAC2, LLC

d/b/a Village Whiskey; GRGAC3, LLC d/b/a Distrito Cantina; GRGAC4, LLC; Garces

Restaurant Group, Inc. d/b/a Garces Group; Latin Valley 2130, LLC; La Casa Culinary, LLC

d/b/a Amada Restaurant; Garces Catering 300, LLC d/b/a Garces Catering; Latin Quarter

Concepts, LLC d/b/a Tinto d/b/a Village Whiskey; UrbanFarm, LLC d/b/a JG Domestic; GR300,

LLC d/b/a Volver; GRG2401, LLC; GRGChubb1, LLC; GRGKC1, LLC; GRGWildwood, LLC;

and GRGNY2, LLC, (each a “Debtor,” and collectively, the “Debtors”)2, each filed a voluntary

petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.

(the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of New Jersey

1 The Debtors in these cases and the last four digits of their employee identification numbers are: GRGAC1, LLC d/b/a Amada (7047); GRGAC2, LLC d/b/a Village Whiskey (7079); GRGAC3, LLC d/b/a Distrito Cantina (7109); GRGAC4, LLC (0542); Garces Restaurant Group, Inc. d/b/a Garces Group (0697); Latin Valley 2130, LLC; La Casa Culinary, LLC d/b/a Amada Restaurant (4127); Garces Catering 300, LLC d/b/a Garces Catering (3791); Latin Quarter Concepts, LLC d/b/a Tinto d/b/a Village Whiskey (0067); UrbanFarm, LLC d/b/a JG Domestic (3014); GR300, LLC d/b/a Volver (0347); GRG2401, LLC (7222); GRGChubb1, LLC (8350); GRGKC1, LLC; GRGWildwood, LLC (9683); GRGNY2, LLC (0475); GRGDC2, LLC d/b/a Latin Market (8878); and GRGBookies, LLC d/b/a The Olde Bar (4779). 2

Debtors GRGDC2, LLC d/b/a Latin Market and GRGBookies, LLC d/b/a The Olde Bar filed petitions on May 17, 2018.

Case 18-19054-JNP Doc 227 Filed 05/31/18 Entered 05/31/18 20:31:10 Desc Main Document of 68

2 3956335 3956335

(the “Bankruptcy Court”). The Debtors’ chapter 11 cases (collectively, the “Chapter 11 Cases”)

are being jointly administered under lead case number 18-19054 (JNP). The Debtors, with the

assistance of their advisors, have prepared and filed their respective Schedules of Assets and

Liabilities (collectively, the “Schedules”) and Statements of Financial Affairs (the “Statements”

and, together with the Schedules, the “Schedules and Statements”) pursuant to section 521 of the

Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure.

These Global Notes, Methodology and Specific Disclosures Regarding the Debtors’

Schedules of Assets and Liabilities and Statements of Financial Affairs (the “Global Notes”) are

incorporated by reference in and comprise an integral part of the Schedules and Statements filed

by each of the Debtors and should be referenced in connection with any review thereof.

The Schedules and Statements do not purport to represent financial statements prepared

in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”),

nor are they intended to be fully reconciled with the financial statements of each Debtor.

Additionally, the Schedules and Statements contain unaudited information that is subject to

further review and potential adjustment, and reflect the Debtors’ reasonable efforts to report the

assets and liabilities of each Debtor on an unconsolidated basis. Except as otherwise noted, the

information provided in the Schedules and Statements is as of the close of business on the

Petition Date.

In preparing the Schedules and Statements, the Debtors relied upon financial data derived

from their books and records that was available at the time of such preparation. Although the

Debtors have made reasonable efforts to ensure the accuracy and completeness of such financial

information, inadvertent errors or omissions, as well as the discovery of conflicting, revised or

subsequent information, may cause a material change to the Schedules and Statements.


3 3956335 3956335

Accordingly, the Debtors reserve all of their rights to amend, supplement, or otherwise modify or

alter any part of the Schedules and Statements as and to the extent the Debtors deem necessary or

appropriate. Notwithstanding the foregoing, the Debtors shall not be required to update the

Schedules and Statements.

Global Notes and Overview of Methodology

1. Reservation of Rights. Nothing contained in the Schedules and Statements shall

constitute a waiver of the Debtors’ rights or an admission with respect to the Chapter 11 Cases,

including any issues involving substantive consolidation, equitable subordination, defenses

and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and

any other relevant non-bankruptcy laws.

2. Recharacterization. The Debtors have made reasonable efforts to characterize,

classify, categorize or designate the claims, assets, executory contracts, unexpired leases and

other items reported in the Schedules and Statements correctly. The Debtors, however, may

have improperly characterized, classified, categorized or designated certain items. As such, the

Debtors reserve their right to recharacterize, reclassify, recategorize or redesignate information

reported in the Schedules and Statements at a later time, as necessary or appropriate, as

additional information becomes available, including, but not limited to, whether contracts listed

herein were executory as of the Petition Date or remain executory post-petition.

3. Intercompany Accounts. The intercompany accounts and any related transfers

continue to be analyzed and the Debtors anticipate amending the Schedules to reflect

intercompany balances. Additionally, the Debtors anticipate amending the Statements to reflect

transfers between and among Debtors and other related non-Debtor parties.


4 3956335 3956335

4. Confidentiality. There may be instances within the Schedules and Statements

where either names, addresses or amounts have been left blank. Due to the nature of an

agreement between the Debtors and a third party, concerns of confidentiality, or concerns for the

privacy of an individual, the Debtors may have deemed it appropriate and necessary to avoid

listing such names, addresses and amounts.

5. Summary of Reporting Procedures. The following conventions were adopted by

the Debtors in the preparation of the Schedules and Statements:

(i) Assets. All asset and liability information contained in the Statements and

Schedules, except where otherwise noted, is as of the Petition Date.

(ii) Value of Assets. It would be expensive and unduly burdensome to obtain

current market valuations of the Debtors’ property interests. Amounts ultimately realized from

any asset, or the actual value of any such asset to the extent it must be determined in connection

with this chapter 11 case, may vary from the values stated in the Schedules and Statements and

such variance may be material. The Debtors reserve the right to contend and/or prove that the

value of any asset set forth in the Schedules may, in fact, be different from the value ascribed to

that asset in the Schedules. Fixed assets have been stated at cost. While a depreciation schedule

is available for 2016, its configuration does not allow for the separation of accumulated

depreciation and amortization from the various classes of depreciable and amortizable assets.

(iii) Liabilities. The Debtors allocated liabilities between the prepetition and

postpetition periods based on the information and research conducted in connection with the

preparation of the Schedules and Statements. As additional information becomes available and

further research is conducted, the allocation of liabilities between the prepetition and postpetition


5 3956335 3956335

periods may change. Accordingly, the Debtors reserve all of their rights to amend, supplement or

otherwise modify the Schedules and Statements as is necessary and appropriate.

The liabilities listed on the Schedules do not reflect any analysis of claims under section

503(b)(9) of the Bankruptcy Code. Accordingly, the Debtors reserve all of their rights to dispute

or challenge the validity of any asserted claims under section 503(b)(9) of the Bankruptcy Code

or the characterization of the structure of any such transaction or any document or instrument

related to any creditor’s claim.

(iv) Leases. The Debtors have not set forth executory contracts and unexpired

leases as assets in their Schedules and Statements. The Debtors’ executory contracts and

unexpired leases have been set forth in Schedule G (see below).

(v) Contingent Assets. The Debtors may possess certain claims and causes of

action against various parties, including, contingent claims in the form of various avoidance

actions they could commence under the Bankruptcy Code and other relevant nonbankruptcy

laws. Nothing contained or omitted in these General Notes or the Schedules and Statements

shall be deemed a waiver of any such claims, avoidance actions or causes of action or in any way

prejudice or impair the assertion thereof. The identity and amounts of these contingent claims, if

any, are not yet known and, therefore, the Debtors reserve all their rights with respect to any

claims.

(vi) Classifications. Listing a claim (i) on Schedule D as “secured,” (ii) on

Schedule E as “priority,” or (iii) on Schedule F as “unsecured nonpriority,” or listing a contract

on Schedule G as “executory” or “unexpired,” does not constitute an admission by the Debtors of

the legal rights of the claimant, or a waiver of the Debtors’ right to recharacterize or reclassify


6 3956335 3956335

such claim or contract. In particular, the Debtors reserve the right to amend the Schedules and

Statements to recharacterize or reclassify any such contract or claim.

(vii) Disputed, Contingent, and Unliquidated Claims. Schedules D, E and F

permit the Debtors to designate a claim as disputed, contingent and/or unliquidated. A failure to

designate a claim on any of these Schedules as disputed, contingent and/or unliquidated does not

constitute an admission that such claim is not disputed, contingent and/or unliquidated or subject

to objection. The Debtors reserve the right to dispute, or assert offsets or defenses to, any claim

reflected on these Schedules as to amount, liability or status.

6. Schedule D. Although the Debtors may have scheduled claims of various

creditors as secured claims, and except as set forth in any Order of the Bankruptcy Court, the

Debtors reserve all their rights to dispute or challenge the secured nature of any such creditor’s

claim or the characterization of the structure of any such transaction or any document or

instrument related to such creditor’s claim. The descriptions provided on Schedule D are

intended only to be a summary. Reference to the applicable loan agreements and related

documents is necessary for a complete description of the collateral and the nature, extent and

priority of any liens.

7. Schedule E. Certain of the Debtors’ employees had pre-petition wage claims due

to the timing of the Petition Date with respect to the Debtors’ pay periods. On May 4, 2018, the

Bankruptcy Court entered an order granting the Debtors authority to pay pre-petition employee

wage and other obligations in the ordinary course (the “Employee Wage Order”). Pursuant to

the Employee Wage Order, the Debtors believe that, other than claims of certain former and

current employees for wages, etc. in excess of the permitted priority amount (if any), any


7 3956335 3956335

employee claims and related payroll taxes for pre-petition amounts have been or will be satisfied

in the ordinary course of business pursuant to the Employee Wage Order.

8. Schedule G. Consistent with Schedule B, the Debtors have not included any

executory contracts or leases among their assets. Any such contract or lease is listed solely on

Schedule G. While every effort has been made to ensure the accuracy of the Schedule of

Executory Contracts, inadvertent errors or omissions may exist or have occurred. The Debtors

hereby reserve all their rights to dispute the validity, status, or enforceability of any contracts,

agreements or leases set forth on Schedule G and to amend or supplement such Schedule as

necessary. Certain of the real property leases listed on Schedule G may contain renewal options,

guarantees of payments, options to purchase, rights of first refusal, rights to lease additional

space, and other miscellaneous rights. Such rights, powers, duties and obligations are not set

forth on Schedule G. The presence of a contract or agreement on Schedule G does not constitute

an admission that such contract or agreement is an executory contract or unexpired lease.

9. Schedule H. The listing of co-debtors on Schedule H shall not be deemed a

waiver or admission that the persons or entities listed therein are liable on any debts listed by the

Debtors.

10. General Reservation of Rights. The Debtors specifically reserve the right to

amend, modify, supply, correct, change or alter any part of its Schedules and Statements as and

to the extent necessary as appropriate.

Dated: May 31, 2018 Respectfully submitted,

PORZIO, BROMBERG & NEWMAN, P.C. Proposed Counsel to the Debtors

By: /s/ Warren J. Martin Jr. Warren J. Martin Jr.


Real property:

Total personal property:

Schedule D: Creditors Who Have Claims Secured by PropertyCopy the total dollar amount listed in Column A,

Copy the total claims from Part 1 from the line 5a of Total of amounts of priority unsecured claims:

Copy the total amount of claims from Part 2 from line 5b of

Lines 2 + 3a + 3b

1. Schedule A/B: Assets - Real and Personal Property

$0.00

$717,739.37

$6,831,063.03

$18,917.38

$1,215,790.74Total amount of claims of nonpriority amount of unsecured claims:

GRGBookies LLC

18-20070Case number (if known):

Debtor Name

United States Bankruptcy Court for the District of New Jersey

Summary of Assets and Liabilities for Non-IndividualsOfficial Form 206Sum

12/15

Check if this is an amended filing

Summary of AssetsPart 1:

(Official Form 206A/B)

1b.

1a.

Total of all property:1c.

Summary of LiabilitiesPart 2:

2.Amount of claim, from line 3 of Schedule D...........................

Schedule E/F: Creditors Who Have Unsecured Claims3.

3a.

3b.

Schedule E/F.............................................................

Schedule E/F..................................................

(Official Form 206D)

(Official Form 206E/F)

Total liabilities4. .........................................................................................................................................

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

Copy line 91A fromSchedule A/B.....................................................................................................................

Copyline 92 from Schedule A/B.......................................................................................................................

$8,065,771.15

$717,739.37

+


Cash and cash equivalentsPart 1:

Schedule A/B: Assets - Real and Personal Property

GRGBookies LLC


Debtor Name

Official Form 206A/B

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

12/15


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

Be complete and accurate as possible. If more space is needed, attach a separate spreadsheet 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 approriate 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.


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

Go to Part 2.

Fill in the information below.

No.

Yes.

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

2. Cash on hand $3,000.00

3. Checking, savings, money market, or financial brokerage accounts

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

3.1 $32,766.59 8717OperatingM&T Bank

3.2 $0.00 9352DisbursementM&T Bank

4. Other cash equivalents

5. Total of Part 1 $35,766.59Add lines 2 through 4 (including amounts on any additional sheets). Copy the total to line 80.

Part 2: Deposits and prepayments

6. Does the debtor have any deposits or prepayments?

Go to Part 3.


No.

Yes.

Page 1Schedule A/B: Assets - Real and Personal PropertyOfficial Form 206A/B


Debtor Case Number (if known)GRGBookies LLC 18-20070

Current value of debtor's interest

7. Deposits, including security deposits and utility deposits

Description, including name of holder of deposit

7.1 $18,406.32 Utility DepositPeco

7.2 $13,371.21 Utility DepositPGW

7.3 $100.00 Liquor LicensePLCB

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

Description, including name of holder of prepayment

9. Total of Part 2 $31,877.53Add lines 7 through 8. Copy the total to line 81.

Part 3: Accounts Receivable

10. Does the debtor have any accounts receivable?

Go to Part 4.


No.

Yes.


11. Accounts receivable

$0.00$27,363.42 $27,363.42 =-

face amount doubtful or uncollectible accounts11a. 90 days old or less:

$0.00$8,928.72 $8,928.72 =-

face amount doubtful or uncollectible accounts11b. Over 90 days old:

12. Total of Part 3 $36,292.14Current value on lines 11a + 11b = line 12. Copy the total to line 82.

Part 4: Investments

13. Does the debtor own any investments?

Go to Part 5.


No.

Yes.


Valuation method used for current value




14. Mutual funds of publicly traded stocks not included in Part 1

Name of fund or stock:

15. Non-publicly traded stock and interests in incorporated and unincorporated businesses, including any interest in an LLC, partnership, or joint venture

Name of entity: % of ownership:

16. Government bonds, corporate bonds, and other negotiable and non-negotiable instruments not included in Part 1

Describe:

17. Total of Part 4

Add lines 14 through 16. Copy the total to line 83.

Part 5: Inventory, excluding agricultural assets

18. Does the debtor own any inventory (excluding agricultual assets)?

Go to Part 6.


No.

Yes.

General description Date of the last physical inventory


Net book value of debtor's interest


19. Raw Materials

20. Work in progress

21. Finished goods, including goods held for resale

22. Other inventory or supplies

22.1 $34,349.96 Cost$34,349.9604/30/2018 Beverage Inventory

22.2 $21,241.24 Cost$21,241.2404/30/2018 Food Inventory

23. Total of Part 5 $55,591.20Add lines 19 through 22. Copy the total to line 84.




24. Is any of the property listed in Part 5 perishable?

No.

Yes.

25. Has any of the property listed in Part 5 been purchased within 20 days before the bankruptcy was filed?

No.

Yes. Book Value $ Valuation Method Current Value $$43,264.01 Cost $43,264.01

26. Has any of the property listed in Part 5 been appraised by a professional within the last year?

No.

Yes.

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)?

Go to Part 7.


No.

Yes.

General description Current value of debtor's interest


Valution method used for current value

28. Crops - either planted of harvested

29. Farm animals

Examples: Livestock, poultry, farm-raised fish

30. Farm machinery and equipment

(Other than titled motor vehicles)

31. Farm and fishing supplies, chemicals, and feed

32. Other farming and fishing-related property not already listed in Part 6

33. Total of Part 6





34. Is the debtor a member of an agricultural cooperative?

No.

Yes.

Is any of the debtor's property stored at the cooperative?

No.

Yes.

35. Has any of the property listed in Part 6 been purchased within 20 days before the bankruptcy was filed?

No.

Yes. Book Value $ Valuation Method Current Value $

36. Is a depreciation schedule available for any of the property listed in Part 6?

No.

Yes.


No.

Yes.

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

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

Go to Part 8.


No.

Yes.




39. Office furniture

39.1 $103,990.76 Cost$103,990.76Restaurant Furniture and Fixtures

* Depreciation is not included in the above number.




40. Office fixtures

40.1 $224,907.04 Cost$224,907.04Leashold Improvements


41. Office equipment, including all computer equipment and communication systems equipment and software

42. Collectibles

Examples: Antiques and figurines; paintings, prints, or other artwork; books, pictures, or other art objects; china and crystal; stamp, coin, or baseball card collections; other collections, memorabilia, or collectibles

43. Total of Part 7. $328,897.80Add lines 39 through 42. Copy the total to line 86.


No.

Yes.


No.

Yes.

Part 8: Machinery, equipment, and vehicles

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

Go to Part 9.


No.

Yes.




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

48. Watercraft, trailers, motors, and related accessories

Examples: Boats, trailers, motors, floating homes, personal watercraft, fishing vessels




49. Aircraft and accessories

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

50.1 $137,754.11 Cost$137,754.11Restaurant Equipment




No.

Yes.


No.

Yes.

Part 9: Real property

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

Go to Part 10.


No.

Yes.

55. Any building, other improved real estate, or land which the debtor owns or in which the debtor has an interest

55.1 For lease information, please see Schedule G.

56. Total of Part 9.

Add the current value on lines 55.1 through 55.6 and entries from any additional sheets. Copy the total to line 88.





No.

Yes.


No.

Yes.

Part 10: Intangibles and intellectual property

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

Go to Part 11.


No.

Yes.




60. Patents, copyrights, trademarks, or trade secrets

61. Internet domain names and websites

62. Licenses, franchises, and royalties

63. Customer lists, mailing lists, or other compilations

64. Other intangibles, or intellectual property

65. Goodwill




66. Total of Part 10.


67. Do your lists or records include personally identifiable information of customers?

No.

Yes.

68. Is there an amortization or other similar schedule available for any of the property listed in Part 10?

No.

Yes.


No.

Yes.

Part 11: All other assets

70. Does the debtor own any other assets that have not yet been reported on this form?

Go to Part 12.


No.

Yes.


71. Notes receivable

Description (include name of obligor)

- =

Total face amount Doubtful or uncollectible amount

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)

Nature of claim

Amount Requested

75. Other contingent and unliquidated claims or causes of action of every nature, including counterclaims of the debtor and rights to set off claims

Nature of claim

Amount Requested

76. Trusts, equitable or future interests in property

77. Other property of any kind not already listed

Examples: Season tickets, country club membership

77.1 $91,560.00 See Attached Exhibit



No.

Yes.




Type of property

Part 12: Summary

Current value of personal property

Current value of real property

80. Cash, cash equivalents, and financial assets. Copy line 5, Part 1. $35,766.59

81. Deposits and prepayments. Copy line 9, Part 2. $31,877.53

82. Accounts receivable. Copy line 12, Part 3. $36,292.14

83. Investments. Copy line 17, Part 4.

84. Inventory. Copy line 23, Part 5. $55,591.20

86. Office furniture, fixtures, and equipment; and collectibles.

Copy line 43, Part 7.$328,897.80

85. Farming and fishing-related assets. Copy line 33, Part 6.

87. Machinery, equipment, and vehicles. Copy line 51, Part 8. $137,754.11

88. Real Property. Copy line 56, Part 9.

89. Intangibles and intellectual property. Copy line 66, Part 10.

90. All other assets. Copy line 78, Part 11. $91,560.00

91. Total. Add lines 80 through 90 for each column. $717,739.37 $0.0091a. 91b.+

92. Total of all property on Schedule A/B. Lines 91a + 91b = 92................................................................................................. $717,739.37



SCHEDULES OF ASSETS AND LIABILITIES

EXHIBIT FOR SCHEDULE AB

PART 11, QUESTION 77

OTHER PROPERTY OF ANY KIND NOT ALREADY LISTED


Description AmountLiquor License $91,560.00 *Logo and menu design - Book Value on 5/17/18 is $20,700.00 $0.00 *Intercompany Receivable - Latin Quarter Concepts, LLC UndeterminedIntercompany Receivable - La Cuidid, LLC UndeterminedIntercompany Receivable - GRGFC1, LLC UndeterminedIntercompany Receivable - GRGMoorestown, LLC UndeterminedIntercompany Receivable - UrbanFarm, LLC UndeterminedIntercompany Receivable - GR300, LLC UndeterminedIntercompany Receivable - GRGFC3, LLC UndeterminedIntercompany Receivable - VWOne, LLC UndeterminedIntercompany Receivable - GRGCHUBB, LLC UndeterminedIntercompany Receivable - GRGChicago, LLC UndeterminedIntercompany Receivable - Grand Avenue Coffee, LLC UndeterminedIntercompany Receivable - GRGDILWORTH, LLC UndeterminedIntercompany Receivable - GRGDC1, LLC UndeterminedIntercompany Receivable - GRGNY1, LLC UndeterminedIntercompany Receivable - Garces Catering, LLC UndeterminedIntercompany Receivable - GRGAC2 , LLC UndeterminedIntercompany Receivable - 2401 Walnut Café, LLC UndeterminedTotal: $91,560.00

* Amortization is not included in the above numbers.

GRGBookies LLCCase No. 18-20070Schedule AB-77: Other property of any kind not already listed

Page 1 of 1


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

Do not deduct the value of collateral

Value of collateral that supports this claim

Schedule D - Creditors Who Have Claims Secured by Property

GRGBookies LLC


Debtor Name

Official Form 206D

Be as complete and accurate as possible

12/15

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.X Yes. Fill in all of the information below.


List Creditors Who Have Secured ClaimsPart 1:2. 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.Amount of Claim


$2,828,921.79 UNKNOWN

02-6

ALL ASSETS

601 DRESHER RD.HORSHAM, PA 19044

Last four digits of account number

Creditor's name

MANUFACTURERES AND TRADERS TRUST COM

2.1

Creditor's mailing address

Creditor's email address, if known

Date debt was incurred

Do multiple creditors have an interest in the same property?

Describe debtor's property that is subject to a lien

Describe the lien

Is the creditor an insider or related party?

Is anyone else liable on this claim?

As of the petition filing date, the claim is:

Term Loan

No

Yes

No

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

Contingent

Unliquidated

Disputed

6/27/2014

No

Yes. Specify each creditor, including this creditor, and its relative priority.

$4,002,141.24 UNKNOWN

02-6

ALL ASSETS

601 DRESHER RD.HORSHAM, PA 19044

Last four digits of account number

Creditor's name

MANUFACTURERES AND TRADERS TRUST COM

2.2

Creditor's mailing address

Creditor's email address, if known

Date debt was incurred

Do multiple creditors have an interest in the same property?

Describe debtor's property that is subject to a lien

Describe the lien

Is the creditor an insider or related party?

Is anyone else liable on this claim?


Development Loan

No

Yes

No

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

Contingent

Unliquidated

Disputed

No. Specify each creditor, including this creditor, and its relative priority.

Yes. The relative priority of creditors is specified on lines

6/21/2014

No

Yes. Have you already specified the relative priority?

1 of 2Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property

$6,831,063.03Total of the dollar amounts from Part 1, Column A, including the amounts from the Additional Page, if any.

3.


Last 4 digits of account number for this entity

GRGBookies LLC 18-20070Case number (if known):Debtor Name

List Others to Be Notified for a Debt Already Listed in Part 1Part 2:Name and Address On which line in Part

1 did you enter the related creditor?

MANUFACTURERES AND TRADERS TRUST COMPANYC/O GREENBERG TRAURIG, LLPATTN: DIANE VUOCOLO, ESQ.2700 TWO COMMERCE SQUARE2001 MARKET STREETPHILADELPHIA, PA 19103

Line 2.1

MANUFACTURERES AND TRADERS TRUST COMPANYC/O GREENBERG TRAURIG, LLPATTN: DIANE VUOCOLO, ESQ.2700 TWO COMMERCE SQUARE2001 MARKET STREETPHILADELPHIA, PA 19103

Line 2.2

2 of 2Official Form 206D Schedule D: Creditors Who Have Claims Secured by Property


1. Do any creditors have priority unsecured claims?

Schedule E/F - Creditors Who Have Claims Unsecured Claims

GRGBookies LLC


Debtor Name

Official Form 206E/F

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

12/15

No. Go to Part 2.X Yes. Go to line 2.


List All Creditors with PRIORITY Unsecured ClaimsPart 1:

Schedule A/B: Assets - Real and Personal Property Schedule G: Executory Contracts and Unexpired Leases(Official Form 206A/B) and on(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.

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


$117.61 $117.61

WAGES

ACEVEDO, XIOMARA BADDRESS REDACTED

2.1 Priority creditor's name and mailing address

Date or dates debt was incurred

Last 4 digits of accountnumber

Specify Code subsection of PRIORITY unsecuredclaim: 11 U.S.C. § 507(a) ( )


ContingentUnliquidatedDisputed

Basis for the claim:

Is the claim subject to offset?

NoYes

$486.09 $486.09

WAGES

ALVARADO, STEPHANIEADDRESS REDACTED









NoYes

$876.86 $876.86

WAGES

BAKER, JACOBADDRESS REDACTED









NoYes

1 of 29Official Form 206E/F Schedule E/F: Creditors Who Have Unsecured Claims


Additional Page


Part 1:Total claim Priority amount

$227.04 $227.04

WAGES

BROWN, TONYADDRESS REDACTED









NoYes

$321.83 $321.83

WAGES

BRYANT, MICHAELADDRESS REDACTED









NoYes

$219.31 $219.31

WAGES

CAMPBELL, CHRIS OADDRESS REDACTED









NoYes

$918.69 $918.69

WAGES

CAMUEZ, JULIAN ANDRESADDRESS REDACTED









NoYes



Additional Page



UNKNOWN UNKNOWN

X

X

X

TAXES

CITY OF PHILADELPHIADEPT OF REVENUEMUNICIPAL SERVICES BUILDINGPHILADELPHIA, PA 19102




Specify Code subsection of PRIORITY unsecuredclaim: 11 U.S.C. § 507(a) ( 8 )





NoYes

UNKNOWN UNKNOWN

X

X

X

TAXES

COMMONWEALTH OF PENNSYLVANIABUREAU OF BUSINESS TRUST FUND TAXESP.O. BOX 280905HARRISBURG, PA 17128-0905









NoYes

$601.76 $601.76

WAGES

EVANS, STEVEN ISIHAADDRESS REDACTED









NoYes

$199.40 $199.40

WAGES

FEASTER III, OLIVERADDRESS REDACTED









NoYes



Additional Page



$2,108.68 $2,108.68

WAGES

HARTLANDER, KATHERINE AADDRESS REDACTED









NoYes

$589.00 $589.00

WAGES

HERNANDEZ, JIMMYADDRESS REDACTED









NoYes

UNKNOWN UNKNOWN

X

X

X

TAXES

INTERNAL REVENUE SERVICECENTRAL INSOLVENCY OPERATIONP.O. BOX 7346PHILADELPHIA, PA 19101-7346









NoYes

$210.27 $210.27

WAGES

KAELIN, KIMBERLY ANNADDRESS REDACTED









NoYes



Additional Page



$688.13 $688.13

WAGES

LEMUS, BELKISADDRESS REDACTED









NoYes

$672.00 $672.00

WAGES

LEMUS, DANISADDRESS REDACTED









NoYes

$245.96 $245.96

WAGES

LITTO, JORDANADDRESS REDACTED









NoYes

$203.50 $203.50

WAGES

LOPEZ, ARMANDOADDRESS REDACTED









NoYes



Additional Page



$823.80 $823.80

WAGES

MARTINEZ TAPIA, LOURDESADDRESS REDACTED









NoYes

$394.20 $394.20

WAGES

MENDEZ, ISRIELADDRESS REDACTED









NoYes

$608.10 $608.10

WAGES

MORENO, ALDOFOADDRESS REDACTED









NoYes

$964.74 $964.74

WAGES

NAGEL, MATTHEWADDRESS REDACTED









NoYes



Additional Page



$72.08 $72.08

WAGES

NEMEC, ROSSADDRESS REDACTED









NoYes

$375.80 $375.80

WAGES

NORCUM, CHARLES GORDONADDRESS REDACTED









NoYes

$271.02 $271.02

WAGES

PETRILLO, BRIANADDRESS REDACTED









NoYes

$1,072.25 $1,072.25

WAGES

RALSTON, JOHNADDRESS REDACTED









NoYes



Additional Page



$1,346.79 $1,346.79

WAGES

RHODES, CAROLYNADDRESS REDACTED









NoYes

$66.55 $66.55

WAGES

RODRIGUEZ, ALEXIS MARIEADDRESS REDACTED









NoYes

$834.26 $834.26

WAGES

RODRIGUEZ, COSME RAULADDRESS REDACTED









NoYes

$210.68 $210.68

WAGES

SCHANTZ, MATTHEWADDRESS REDACTED









NoYes



Additional Page



$389.35 $389.35

WAGES

STEPHENS, ANNA B.ADDRESS REDACTED









NoYes

$1,097.35 $1,097.35

WAGES

TELLEZ, MAXIMO APARICIOADDRESS REDACTED









NoYes

$704.64 $704.64

WAGES

URRUTIA PENA, AZUCENAADDRESS REDACTED









NoYes

$726.32 $726.32

WAGES

VAZQUEZ, CANDELARIAADDRESS REDACTED









NoYes



Additional Page



$273.32 $273.32

WAGES

YORIZUMI, CHIADDRESS REDACTED









NoYes



List All Creditors with NONPRIORITY Unsecured ClaimsPart 2:Amount of claim


$250.00

TRADE PAYABLE

AJAX ICE INC.350 W. ELM STREETCONSHOHOCKEN, PA 19428

3.1 Nonpriority creditor's name and mailing address


Last 4 digits of account number





NoYes

$1,107.70

TRADE PAYABLE

AMBIUSP.O. BOX 14086READING, PA 19612








NoYes

$12,551.77

X

TRADE PAYABLE

AMBROGI1400 METROPOLITAN AVETHOROFARE, NJ 08086








NoYes

$4,925.55

X

TRADE PAYABLE

ARWAY APRON & UNIFORM RENTALS, INC.P.O. BOX 23035PHILADELPHIA, PA 19124








NoYes



List All Creditors with NONPRIORITY Unsecured Claims


Part 2:Amount of claim

$34,869.58

X

TRADE PAYABLE

ASHLEY FOODS, INC124 W. VENANGO STREETPHILADELPHIA, PA 19140








NoYes

$195.00

TRADE PAYABLE

ATMOSPHERE MUSIC INC.1907 S. SARTAIN STREETPHILADELPHIA, PA 19148








NoYes

$905.22

TRADE PAYABLE

BAKER STREET BREAD CO8009 GERMANTOWN AVENUEPHILADELPHIA, PA 19118








NoYes

$11,599.72

X

TRADE PAYABLE

BALDOR SPECIALTY FOODSP.O. BOX 5411NEW YORK, NY 10087-5411








NoYes






$3,615.50

X

TRADE PAYABLE

BOX WOOD ARCHITECTS, LLC1315 WALNUT STREET, SUITE 1614PHILADELPHIA, PA 19107








NoYes

$427.50

TRADE PAYABLE

CAPOGIRO GELATO ARTISANS119 S 13TH STPHILADELPHIA, PA 19107








NoYes

$200.00

TRADE PAYABLE

CENTER CITY DISTRICT1007 THOMAS AVENUECINNAMINSON, NJ 08077








NoYes

$695.00

TRADE PAYABLE

CHEF'S DESIGN COMPANY, INC6711 VANDIKE STPHILADELPHIA, PA 19135








NoYes






$41,308.09

X

TRADE PAYABLE

CHEF'S WAREHOUSEP.O. BOX 30944NEW YORK, NY 10087-0944








NoYes

$108.20

TRADE PAYABLE

CHEFWORKS12325 KERRAN ST.POWAY, CA 92064








NoYes

$324.82

TRADE PAYABLE

COCA-COLA REFRESHMENTSMARMORA SALES CENTERPHILADELPHIA, PA 19178-2735








NoYes

UNKNOWN

INTERCOMPANY PAYABLE

CONDOR LATIN CONCEPTS, LLC2401 WALNUT STSUITE 300PHILADELPHIA, PA 19103








NoYes






$600.00

TRADE PAYABLE

COYLE HOSPITALITY SERVICES244 MADISON AVENEW YORK, NY 10016








NoYes

$729.00

TRADE PAYABLE

D24K SOUND1824 GERMANTOWN AVEPHILADELPHIA, PA 19122








NoYes

$251.00

TRADE PAYABLE

DELONG SERVICE CO., INC.747 STONY HILL ROADYARDLEY, PA 19067








NoYes

$77.76

TRADE PAYABLE

DELSEA CUTLERY SERVICEP.O. BOX 195WILLIAMSTOWN, NJ 08094








NoYes






$116.64

TRADE PAYABLE

DELSEA KNIFE SHARPENING, LLCP.O. BOX 424RANCOCAS, NJ 08073








NoYes

$450.00

TRADE PAYABLE

DESIGN OF THE CENTURY241 WEST WYOMING AVENUEPHILADELPHIA, PA 19140








NoYes

$8,529.82

X

TRADE PAYABLE

E.B. O'REILLY30 W. HIGHLAND AVEPHILADELPHIA, PA 19118








NoYes

$3,078.54

X

TRADE PAYABLE

ECOLAB INC.P.O. BOX 32027NEW YORK, NY 10087-2027








NoYes






$131.22

TRADE PAYABLE

ELMER SHULTZ540 N 3RD STPHILADELPHIA, PA 19123








NoYes

$10,796.82

X

TRADE PAYABLE

ENERGY MANAGEMENT SYSTEMSP.O. BOX 646EXTON, PA 19341-0646








NoYes

$8,300.00

X

TRADE PAYABLE

EVENT FX2050 HENDERSON DRIVESHARON HILL, PA 19079








NoYes

$20,265.59

X

TRADE PAYABLE

FARM ART1111 E. ASHLAND AVEFOLCROFT, PA 19032








NoYes






$808.74

TRADE PAYABLE

FEATHERSTONE FOODS, INC.1164 EAST 156 ST.BRONX, NY 10474








NoYes

$215.52

TRADE PAYABLE

FIRST DATA GLOBAL LEASINGP.O. BOX 173845DENVER, CO 80217








NoYes

$358.00

TRADE PAYABLE

FORTY NORTH OYSTERS1114 4TH AVEASBURY PARK, NJ 07712








NoYes

$440.87

TRADE PAYABLE

FREEMAN LAW OFFICES2401 WALNUT STREETPHILADELPHIA, PA 19103








NoYes






UNKNOWN


GARCES RESTAURANT GROUP, LLC2401 WALNUT STSUITE 300PHILADELPHIA, PA 19103








NoYes

$1,139.28

TRADE PAYABLE

GARDA CL ATLANTIC3209 MOMENTUM PLACECHICAGO, IL 60689-5332








NoYes

$546,162.85

GIFT CERTIFICATES

GIFT CERTIFICATES








NoYes

$608.65

TRADE PAYABLE

GIORDANO GARDEN GROCERS419 BALLYTOUR CIRCLEWYNNEWOOD, PA 19096








NoYes






$1,119.83

TRADE PAYABLE

HOODZ COMMERCIAL KITCHEN SERVICES606 RYAN AVEWESTVILLE, NJ 08093








NoYes

$168.00

TRADE PAYABLE

HOT SCHEDULESP.O. BOX 848472DALLAS, TX 75284-8472








NoYes

$483.38

TRADE PAYABLE

HUDSON BREAD5601-5711 TONNELLE AVENORTH BERGEN, NJ 07047








NoYes

$1,479.72

TRADE PAYABLE

IMPERIAL BAG & PAPER CO LLC225 ROUTE 1 AND 9JERSEY CITY, NJ 07306








NoYes






$378,511.08

X

TRADE PAYABLE

JULIUS SILVERT, INC.121 E LUZERNE STREETPHILADELPHIA, PA 19124








NoYes

UNKNOWN


LA CASA CULINARY, LLC2401 WALNUT STSUITE 300PHILADELPHIA, PA 19103








NoYes

$59.40

TRADE PAYABLE

LAISKONIS CONSULTING, LLC395 SOUTH END AVENEW YORK, NY 10280








NoYes

$945.33

TRADE PAYABLE

LOCAL 130 SEAFOOD, LLC300 EMERY STREETASBURY PARY, NJ 07712








NoYes






$10,621.96

X

TRADE PAYABLE

MARK 1 RESTORATION SERVICE INC.311 NEW ALBANY ROADMOORESTOWN, NJ 08057








NoYes

$470.88

TRADE PAYABLE

MEDIA COPY11 EAST STATE STREETMEDIA, PA 19063








NoYes

$34,618.08

X

TRADE PAYABLE

MORAVIAN AT INDEPENDENCE SQUAREBENJAMIN COBRIN & COMPANY, AGENTSNARBERTH, PA 19072








NoYes

$91.20

TRADE PAYABLE

NEW YORK BAKERY2215 S 11TH STREETPHILADELPHIA, PA 19148








NoYes






$826.55

TRADE PAYABLE

NORDON1 CABOT BLVD ELANGHORNE, PA 19047








NoYes

$444.00

TRADE PAYABLE

OHM COMM1715 MCKEAN STREETPHILADELPHIA, PA 19145








NoYes

$367.92

TRADE PAYABLE

OPEN TABLE29109 NETWORK PLACECHICAGO, IL 60673-1291








NoYes

$3,434.28

X

TRADE PAYABLE

PECOP.O. BOX 37629PHILADELPHIA, PA 19101








NoYes






$1,014.29

TRADE PAYABLE

PETALS LANE7380 RIDGE AVENUEPHILADELPHIA, PA 19128








NoYes

$235.12

TRADE PAYABLE

PHILADELPHIA EXTRACT COMPANYP.O. BOX 1021BENSALEM, PA 19020








NoYes

$487.90

TRADE PAYABLE

PRO SIGN251 BOOT RDDOWNINGTOWN, PA 19335








NoYes

$1,311.64

TRADE PAYABLE

ROADRUNNER RECYCLING, INC.P.O. BOX 6011HERMITAGE, PA 16148








NoYes






$40,897.80

X

TRADE PAYABLE

SAMUELS & SON3407 S LAWRENCE STPHILADELPHIA, PA 19148








NoYes

$37.96

TRADE PAYABLE

SHOES FOR CREWS LLC250 SOUTH AUSTRALIAN AVEWEST PALM BEACH, FL 33401








NoYes

$994.90

TRADE PAYABLE

SINGER EQUIPMENT COMPANY150 SOUTH TWIN VALLEY RDELVERSON, PA 19520-9387








NoYes

$3,711.58

X

TRADE PAYABLE

SOUTH JERSEY PARTY RENTALS8550 A/B/C REMINGTON AVEPENNSAUKEN, NJ 08110








NoYes






$5,566.70

X

TRADE PAYABLE

SPECIALTY PRODUCTS AND INSUULATION3547 RHOADS AVENUENEWTOWN SQUARE, PA 19073








NoYes

$4,535.00

X

TRADE PAYABLE

SWEET T'S BAKESHOP LLC14 KINGS COURTHADDONFIELD, NJ 08033








NoYes

$33.75

TRADE PAYABLE

TIME CYCLEP.O. BOX 250SOUTHAMPTON, PA 18996








NoYes

$138.00

TRADE PAYABLE

TORTILLERIA SAN ROMAN951 S. 9TH STREETPHILADELPHIA, PA 19147








NoYes






$4,820.80

X

TRADE PAYABLE

TRAVELERSP.O. BOX 660317DALLAS, TX 75266-0317








NoYes

$276.00

TRADE PAYABLE

TRUE LEAF MICROGREENSP.O. BOX 472KIMBERTON, PA 19442








NoYes

$279.72

TRADE PAYABLE

US FOOD EQUIPMENT CO.2880 COMLY ROADPHILADELPHIA, PA 19154








NoYes

$1,060.08

TRADE PAYABLE

WB MASONP.O. BOX 111BROCKTON, MA 02303-0111








NoYes






$528.94

TRADE PAYABLE

WESTERN PEST SERVICES3310 WEST CHESTER PIKENEWTOWN SQUARE, PA 19073








NoYes

$75.00

TRADE PAYABLE

ZING-14872 WYNDOM TERRACESECANE, PA 19018








NoYes



$18,917.38

Total Amounts of the Priority and Nonpriority Unsecured ClaimsPart 4:


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

5a. Total claims from Part 1

5b. Total claims from Part 2 $1,215,790.74

5c. Total claims of Parts 1 and 2 Lines 5a + 5b = 5c

$1,234,708.12



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

Schedule G: Executory Contracts and Unexpired Leases

2. List all contracts and unexpired leasesState the name and mailing address for all other parties with whom the debtor has an executory contract or unexpired lease

GRGBookies LLC


Debtor Name


Official Form 206G12/15

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

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

Yes. Fill in all of the information below even if the contracts or leases are listed on Schedule A/B: Assets - Real and Personal Property (Official Form 206A/B)

X


121 WALNUT STREET RESTAURANT ASSOCIATESC/O RENAISSANCE PROPERTIESATTN: STANLEY TARAILA1926 ARCH STREETCMS BUILDING, SUIT 4RPHILADELPHIA, PA 19103

LEASE AGREEMENTState what the contract or lease is for and the nature of the debtor's interest

State the term remainingList the contract number of any government contract

2.1

ALISON FEDORISADDRESS REDACTED

EVENT CONTRACTState what the contract or lease is for and the nature of the debtor's interest


2.2

ALYSSA BRIEFADDRESS REDACTED



2.3

AMANDA LEIGHADDRESS REDACTED



2.4

AMANDA MARGARET BUSCHADDRESS REDACTED



2.5

Page 1 of 10Official Form 206G Schedule G: Executory Contracts and Unexpired Leases


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


Additional Page(s) if Debtor has More Executory Contracts or Unexpired Leases Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page.

ANDREW ECKERADDRESS REDACTED



2.6

ANNA SCHULMANADDRESS REDACTED



2.7

ARIELLE HARRISADDRESS REDACTED



2.8

ARWAY APRON & UNIFORM RENTALS, INC.P.O. BOX 23035PHILADELPHIA, PA 19124

VENDOR CONTRACTState what the contract or lease is for and the nature of the debtor's interest


2.9

ASHLEY HARRISADDRESS REDACTED



2.10

ATMOSPHERE MUSIC, INC.P.O. BOX 54487PHILADELPHIA, PA 19148

ATMOSPHERE MUSIC SERVICE AGREEMENTState what the contract or lease is for and the nature of the debtor's interest


2.11






ATMOSPHERE MUSIC, INC.P.O. BOX 54487PHILADELPHIA, PA 19148

ATMOSPHERE MUSIC SERVICE AGREEMENTState what the contract or lease is for and the nature of the debtor's interest


2.12

BALDOR SPECIALTY FOODS, INC.155 FOOD CENTER DRIVEBRONX, NY 10474

FOOD PURCHASING AGREEMENTState what the contract or lease is for and the nature of the debtor's interest


2.13

CAITLIN WARDADDRESS REDACTED



2.14

CASSONDRA WOODADDRESS REDACTED



2.15

CHELSEA SIMMERMONADDRESS REDACTED



2.16

CHRIS NEDEROSTEKADDRESS REDACTED



2.17






CHRISTINA CHUNGADDRESS REDACTED



2.18

COCA-COLAVENDOR CONTRACTState what the contract or lease is for and the nature of the debtor's interest


2.19

COSTINA BACUTAADDRESS REDACTED



2.20

COURTNEY PEREZADDRESS REDACTED



2.21

DASH & LOVE, INC.111 PRESIDENTIAL BLVD.BALA CYNWYD, PA 19004

INSURANCE PRODUCERState what the contract or lease is for and the nature of the debtor's interest


2.22

EMILY ROBINSONADDRESS REDACTED



2.23






ERIN KANEADDRESS REDACTED



2.24

GINA FORTUNEADDRESS REDACTED



2.25

GWEN PETERSENADDRESS REDACTED



2.26

HANNAH LONKYADDRESS REDACTED



2.27

HOT SCHEDULES3440 PRESTON RIDGE RIDGE RD#650ALPHARETTA, GA 30005

EMPLOYEE SCHEDULING SERVICE AGREEMENTState what the contract or lease is for and the nature of the debtor's interest


2.28

JACQUELINE TULLYADDRESS REDACTED



2.29






JENN JOHNSONADDRESS REDACTED



2.30

JENNI BRORINGADDRESS REDACTED



2.31

JENNY STAPLESADDRESS REDACTED



2.32

KAITLIN MCMAHONADDRESS REDACTED



2.33

KAITLIN TULLYADDRESS REDACTED



2.34

KATHARINE LECHLEITNERADDRESS REDACTED



2.35






KATIE DURKINADDRESS REDACTED



2.36

KAYLA DONFRANCESCOADDRESS REDACTED



2.37

KELSEY DRAVESADDRESS REDACTED



2.38

KEVIN HENRYADDRESS REDACTED



2.39

KITCHEN EXHAUST PROFESSIONALS, LLCD/B/A HOODZ OF CHERRY HILL, LB AND EGG HARBOR606 RYAN AVESTE. Q1WESTVILLE, NJ 08093

State what the contract or lease is for and the nature of the debtor's interest


2.40

LESLEY GEHRINGADDRESS REDACTED



2.41






LESLIE BILLHYMERADDRESS REDACTED



2.42

M&M MECHANICAL1280 DEXTER AVEDEPTFORD, NJ 08096

EQUIPMENT RENTAL LEASEState what the contract or lease is for and the nature of the debtor's interest


2.43

MARGOT COHENADDRESS REDACTED



2.44

MARIA OBERSTADDRESS REDACTED



2.45

MARIANNA GAZZARAADDRESS REDACTED



2.46

MAURA HOLLERNADDRESS REDACTED



2.47






NATALIA HREBIENADDRESS REDACTED



2.48

NICK SULLIVANADDRESS REDACTED



2.49

NICOLE YANEFFADDRESS REDACTED



2.50

PATRICK KELLEYADDRESS REDACTED



2.51

POLLY VAN DEN BERGADDRESS REDACTED



2.52

RACHEL DROMGOOLEADDRESS REDACTED



2.53






ROADRUNNER RECYCLING, INC.P.O. BOX 6011HERMITAGE, PA 16148

MATERIALS MANAGEMENT SERVICES AGREEMENTState what the contract or lease is for and the nature of the debtor's interest


2.54

SAMANTHA WILNERADDRESS REDACTED



2.55

SARAH MCMANNESSADDRESS REDACTED



2.56

SHANNON MCLAUGHLINADDRESS REDACTED



2.57

THE CHEF'S WAREHOUSE240 FOOD CENTER DRIVEBRONX, NY 10474

FOOD PURCHASING AGREEMENTState what the contract or lease is for and the nature of the debtor's interest


2.58



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

Schedule H: Codebtors

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

Column 2: Creditor

GRGBookies LLC


Debtor Name


Official Form 206H12/15

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

1. Does the debtor have any codebtors?

Yes. X


Column 1: Codebtor

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

Name Mailing Address Name Check all schedules that apply

2401 WALNUT STREETSUITE 300PHILADELPHIA, PA 19103

M&T Bank DE/FG

2.1 213T ASSOCIATES, LLC


M&T Bank DE/FG

2.2 CONDOR LATIN CONCEPTS, LLC


M&T Bank DE/FG

2.3 GARCES BPNY HOLDINGS, LLC


M&T Bank DE/FG

2.4 GARCES RESTAURANT GROUP, INC.


M&T Bank DE/FG

2.5 GR300 LLC

Page 1 of 5Official Form 206H Schedule H: Codebtors


Column 1: Codebtor Column 2: Creditor


Additional Page(s) if Debtor has More Codebtors Copy this page only if more space is needed. Continue numbering the lines sequentially from the previous page.



M&T Bank DE/FG

2.6 GRAND AVENUE COFFEE, LLC


M&T Bank DE/FG

2.7 GRG2401, LLC


M&T Bank DE/FG

2.8 GRGAC1, LLC


M&T Bank DE/FG

2.9 GRGAC2, LLC


M&T Bank DE/FG

2.10 GRGAC3, LLC


M&T Bank DE/FG

2.11 GRGAC4, LLC


M&T Bank DE/FG

2.12 GRGAZ, LLC


M&T Bank DE/FG

2.13 GRGCA, LLC








M&T Bank DE/FG

2.14 GRGCHICAGO1, LLC


M&T Bank DE/FG

2.15 GRGCHUBB1, LLC


M&T Bank DE/FG

2.16 GRGDC1, LLC


M&T Bank DE/FG

2.17 GRGDC2, LLC


M&T Bank DE/FG

2.18 GRGDILWORTH, LLC


M&T Bank DE/FG

2.19 GRGFC1 LLC


M&T Bank DE/FG

2.20 GRGKC1, LLC


M&T Bank DE/FG

2.21 GRGMOORESTOWN, LLC








M&T Bank DE/FG

2.22 GRGNJ1, LLC


M&T Bank DE/FG

2.23 GRGNY1, LLC


M&T Bank DE/FG

2.24 GRGNY2, LLC


M&T Bank DE/FG

2.25 GRGWILDWOOD, LLC


M&T Bank DE/FG

2.26 JOSE A. GARCES


M&T Bank DE/FG

2.27 LA CASA CULINARY LLC


M&T Bank DE/FG

2.28 LATIN QUARTER CONCEPTS LLC


M&T Bank DE/FG

2.29 LATIN VALLEY 2130 LLC








M&T Bank DE/FG

2.30 LUNA FARMS, LLC


M&T Bank DE/FG

2.31 URBANFARM LLC


M&T Bank DE/FG

2.32 VWONE, LLC



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

I, the of the GRGBookies LLC, declare under penalty of perjury that I have read the foregoing summary and schedules, consisting of 61 sheets, and that they are true and correct to the best of my knowledge, information, and belief.

GRGBookies LLC

18-20070

Signature ___________________________________________Executed on:

Case Number:

Debtor Name


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 206 A/B)

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

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

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

Schedule H: Codebtors (Official Form 206 H)

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

Amended Schedule

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

Printed Name

MM / DD / YYYY

Title

12/15

5/31/2018/s/ John Fioretti

John Fioretti

Interim CEO


3956335 3956335

UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR 9004-1

PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07962 (973) 538-4006 (973) 538-5146 Facsimile Warren J. Martin Jr., Esq. ([email protected]) Kelly D. Curtin, Esq. ([email protected]) Rachel A. Parisi, Esq. ([email protected]) Proposed Counsel to Debtors

In Re: Garces Restaurant Group, Inc., d/b/a Garces Group, et al.,1

Debtors.

Case No.: 18-19054 (JNP) (Jointly Administered) Chapter: 11

GENERAL NOTES AND STATEMENT OF LIMITATIONS,

METHODOLOGY, AND DISCLAIMER REGARDING DEBTORS’ SCHEDULES AND STATEMENTS

On May 2, 2018 (the “Petition Date”), GRGAC1, LLC d/b/a Amada; GRGAC2, LLC

d/b/a Village Whiskey; GRGAC3, LLC d/b/a Distrito Cantina; GRGAC4, LLC; Garces

Restaurant Group, Inc. d/b/a Garces Group; Latin Valley 2130, LLC; La Casa Culinary, LLC

d/b/a Amada Restaurant; Garces Catering 300, LLC d/b/a Garces Catering; Latin Quarter

Concepts, LLC d/b/a Tinto d/b/a Village Whiskey; UrbanFarm, LLC d/b/a JG Domestic; GR300,

LLC d/b/a Volver; GRG2401, LLC; GRGChubb1, LLC; GRGKC1, LLC; GRGWildwood, LLC;

and GRGNY2, LLC, (each a “Debtor,” and collectively, the “Debtors”)2, each filed a voluntary

petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.

(the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of New Jersey

1 The Debtors in these cases and the last four digits of their employee identification numbers are: GRGAC1, LLC d/b/a Amada (7047); GRGAC2, LLC d/b/a Village Whiskey (7079); GRGAC3, LLC d/b/a Distrito Cantina (7109); GRGAC4, LLC (0542); Garces Restaurant Group, Inc. d/b/a Garces Group (0697); Latin Valley 2130, LLC; La Casa Culinary, LLC d/b/a Amada Restaurant (4127); Garces Catering 300, LLC d/b/a Garces Catering (3791); Latin Quarter Concepts, LLC d/b/a Tinto d/b/a Village Whiskey (0067); UrbanFarm, LLC d/b/a JG Domestic (3014); GR300, LLC d/b/a Volver (0347); GRG2401, LLC (7222); GRGChubb1, LLC (8350); GRGKC1, LLC; GRGWildwood, LLC (9683); GRGNY2, LLC (0475); GRGDC2, LLC d/b/a Latin Market (8878); and GRGBookies, LLC d/b/a The Olde Bar (4779). 2

Debtors GRGDC2, LLC d/b/a Latin Market and GRGBookies, LLC d/b/a The Olde Bar filed petitions on May 17, 2018.

Case 18-19054-JNP Doc 227-1 Filed 05/31/18 Entered 05/31/18 20:31:10 Desc Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy Page 1 of 23

2 3956335 3956335

(the “Bankruptcy Court”). The Debtors’ chapter 11 cases (collectively, the “Chapter 11 Cases”)

are being jointly administered under lead case number 18-19054 (JNP). The Debtors, with the

assistance of their advisors, have prepared and filed their respective Schedules of Assets and

Liabilities (collectively, the “Schedules”) and Statements of Financial Affairs (the “Statements”

and, together with the Schedules, the “Schedules and Statements”) pursuant to section 521 of the

Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy Procedure.

These Global Notes, Methodology and Specific Disclosures Regarding the Debtors’

Schedules of Assets and Liabilities and Statements of Financial Affairs (the “Global Notes”) are

incorporated by reference in and comprise an integral part of the Schedules and Statements filed

by each of the Debtors and should be referenced in connection with any review thereof.

The Schedules and Statements do not purport to represent financial statements prepared

in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”),

nor are they intended to be fully reconciled with the financial statements of each Debtor.

Additionally, the Schedules and Statements contain unaudited information that is subject to

further review and potential adjustment, and reflect the Debtors’ reasonable efforts to report the

assets and liabilities of each Debtor on an unconsolidated basis. Except as otherwise noted, the

information provided in the Schedules and Statements is as of the close of business on the

Petition Date.

In preparing the Schedules and Statements, the Debtors relied upon financial data derived

from their books and records that was available at the time of such preparation. Although the

Debtors have made reasonable efforts to ensure the accuracy and completeness of such financial

information, inadvertent errors or omissions, as well as the discovery of conflicting, revised or

subsequent information, may cause a material change to the Schedules and Statements.


3 3956335 3956335

Accordingly, the Debtors reserve all of their rights to amend, supplement, or otherwise modify or

alter any part of the Schedules and Statements as and to the extent the Debtors deem necessary or

appropriate. Notwithstanding the foregoing, the Debtors shall not be required to update the

Schedules and Statements.

Global Notes and Overview of Methodology

1. Reservation of Rights. Nothing contained in the Schedules and Statements shall

constitute a waiver of the Debtors’ rights or an admission with respect to the Chapter 11 Cases,

including any issues involving substantive consolidation, equitable subordination, defenses

and/or causes of action arising under the provisions of chapter 5 of the Bankruptcy Code and

any other relevant non-bankruptcy laws.

2. Recharacterization. The Debtors have made reasonable efforts to characterize,

classify, categorize or designate the claims, assets, executory contracts, unexpired leases and

other items reported in the Schedules and Statements correctly. The Debtors, however, may

have improperly characterized, classified, categorized or designated certain items. As such, the

Debtors reserve their right to recharacterize, reclassify, recategorize or redesignate information

reported in the Schedules and Statements at a later time, as necessary or appropriate, as

additional information becomes available, including, but not limited to, whether contracts listed

herein were executory as of the Petition Date or remain executory post-petition.

3. Intercompany Accounts. The intercompany accounts and any related transfers

continue to be analyzed and the Debtors anticipate amending the Schedules to reflect

intercompany balances. Additionally, the Debtors anticipate amending the Statements to reflect

transfers between and among Debtors and other related non-Debtor parties.


4 3956335 3956335

4. Confidentiality. There may be instances within the Schedules and Statements

where either names, addresses or amounts have been left blank. Due to the nature of an

agreement between the Debtors and a third party, concerns of confidentiality, or concerns for the

privacy of an individual, the Debtors may have deemed it appropriate and necessary to avoid

listing such names, addresses and amounts.

5. Summary of Reporting Procedures. The following conventions were adopted by

the Debtors in the preparation of the Schedules and Statements:

(i) Assets. All asset and liability information contained in the Statements and

Schedules, except where otherwise noted, is as of the Petition Date.

(ii) Value of Assets. It would be expensive and unduly burdensome to obtain

current market valuations of the Debtors’ property interests. Amounts ultimately realized from

any asset, or the actual value of any such asset to the extent it must be determined in connection

with this chapter 11 case, may vary from the values stated in the Schedules and Statements and

such variance may be material. The Debtors reserve the right to contend and/or prove that the

value of any asset set forth in the Schedules may, in fact, be different from the value ascribed to

that asset in the Schedules. Fixed assets have been stated at cost. While a depreciation schedule

is available for 2016, its configuration does not allow for the separation of accumulated

depreciation and amortization from the various classes of depreciable and amortizable assets.

(iii) Liabilities. The Debtors allocated liabilities between the prepetition and

postpetition periods based on the information and research conducted in connection with the

preparation of the Schedules and Statements. As additional information becomes available and

further research is conducted, the allocation of liabilities between the prepetition and postpetition


5 3956335 3956335

periods may change. Accordingly, the Debtors reserve all of their rights to amend, supplement or

otherwise modify the Schedules and Statements as is necessary and appropriate.

The liabilities listed on the Schedules do not reflect any analysis of claims under section

503(b)(9) of the Bankruptcy Code. Accordingly, the Debtors reserve all of their rights to dispute

or challenge the validity of any asserted claims under section 503(b)(9) of the Bankruptcy Code

or the characterization of the structure of any such transaction or any document or instrument

related to any creditor’s claim.

(iv) Leases. The Debtors have not set forth executory contracts and unexpired

leases as assets in their Schedules and Statements. The Debtors’ executory contracts and

unexpired leases have been set forth in Schedule G (see below).

(v) Contingent Assets. The Debtors may possess certain claims and causes of

action against various parties, including, contingent claims in the form of various avoidance

actions they could commence under the Bankruptcy Code and other relevant nonbankruptcy

laws. Nothing contained or omitted in these General Notes or the Schedules and Statements

shall be deemed a waiver of any such claims, avoidance actions or causes of action or in any way

prejudice or impair the assertion thereof. The identity and amounts of these contingent claims, if

any, are not yet known and, therefore, the Debtors reserve all their rights with respect to any

claims.

(vi) Classifications. Listing a claim (i) on Schedule D as “secured,” (ii) on

Schedule E as “priority,” or (iii) on Schedule F as “unsecured nonpriority,” or listing a contract

on Schedule G as “executory” or “unexpired,” does not constitute an admission by the Debtors of

the legal rights of the claimant, or a waiver of the Debtors’ right to recharacterize or reclassify


6 3956335 3956335

such claim or contract. In particular, the Debtors reserve the right to amend the Schedules and

Statements to recharacterize or reclassify any such contract or claim.

(vii) Disputed, Contingent, and Unliquidated Claims. Schedules D, E and F

permit the Debtors to designate a claim as disputed, contingent and/or unliquidated. A failure to

designate a claim on any of these Schedules as disputed, contingent and/or unliquidated does not

constitute an admission that such claim is not disputed, contingent and/or unliquidated or subject

to objection. The Debtors reserve the right to dispute, or assert offsets or defenses to, any claim

reflected on these Schedules as to amount, liability or status.

6. Schedule D. Although the Debtors may have scheduled claims of various

creditors as secured claims, and except as set forth in any Order of the Bankruptcy Court, the

Debtors reserve all their rights to dispute or challenge the secured nature of any such creditor’s

claim or the characterization of the structure of any such transaction or any document or

instrument related to such creditor’s claim. The descriptions provided on Schedule D are

intended only to be a summary. Reference to the applicable loan agreements and related

documents is necessary for a complete description of the collateral and the nature, extent and

priority of any liens.

7. Schedule E. Certain of the Debtors’ employees had pre-petition wage claims due

to the timing of the Petition Date with respect to the Debtors’ pay periods. On May 4, 2018, the

Bankruptcy Court entered an order granting the Debtors authority to pay pre-petition employee

wage and other obligations in the ordinary course (the “Employee Wage Order”). Pursuant to

the Employee Wage Order, the Debtors believe that, other than claims of certain former and

current employees for wages, etc. in excess of the permitted priority amount (if any), any


7 3956335 3956335

employee claims and related payroll taxes for pre-petition amounts have been or will be satisfied

in the ordinary course of business pursuant to the Employee Wage Order.

8. Schedule G. Consistent with Schedule B, the Debtors have not included any

executory contracts or leases among their assets. Any such contract or lease is listed solely on

Schedule G. While every effort has been made to ensure the accuracy of the Schedule of

Executory Contracts, inadvertent errors or omissions may exist or have occurred. The Debtors

hereby reserve all their rights to dispute the validity, status, or enforceability of any contracts,

agreements or leases set forth on Schedule G and to amend or supplement such Schedule as

necessary. Certain of the real property leases listed on Schedule G may contain renewal options,

guarantees of payments, options to purchase, rights of first refusal, rights to lease additional

space, and other miscellaneous rights. Such rights, powers, duties and obligations are not set

forth on Schedule G. The presence of a contract or agreement on Schedule G does not constitute

an admission that such contract or agreement is an executory contract or unexpired lease.

9. Schedule H. The listing of co-debtors on Schedule H shall not be deemed a

waiver or admission that the persons or entities listed therein are liable on any debts listed by the

Debtors.

10. General Reservation of Rights. The Debtors specifically reserve the right to

amend, modify, supply, correct, change or alter any part of its Schedules and Statements as and

to the extent necessary as appropriate.

Dated: May 31, 2018 Respectfully submitted,

PORZIO, BROMBERG & NEWMAN, P.C. Proposed Counsel to the Debtors

By: /s/ Warren J. Martin Jr. Warren J. Martin Jr.


Statement of Financial Affairs for Non-Individuals Filing for Bankruptcy

GRGBookies


Debtor Name

Official Form 207

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).

04/16



Part 1: Income

None

1. Gross Revenue from business

Identify the beginning and ending dates of the debtor's fiscal year, which may be a calendar year

Sources of Revenue Gross Revenue

(before deductions and exclusions)

01/02/2018 05/17/2018

Other

Operating a business $1,095,708.001.1 From To

01/03/2017 01/01/2018

Other


01/01/2016 01/02/2017

Other


None

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.

X

2. Non-business revenue

Description of sources of revenue

Gross Revenue from each source(before deductions and exclusions)

Part 2: List Certain Transfers Made Before Filing for Bankruptcy

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


In re Case No.GRGBookies 18-20070

None

List payments of 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 $6,425. (This amount may be adjusted on 4/01/19 and every 3 years after that with respect to cases filed on or after the date of adjustment.)

Creditor's name and address Dates Total amount or value Reasons for payment or transfer

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

Check all that applySee Attached Exhibit Secured Debt3.1

Unsecured Loan Payments

Suppliers or vendors

Services

Other

None

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 $6,425. (This amount may be adjusted on 4/01/19 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).

Insider's name and address Dates Total amount or value Reasons for payment or transfer

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

Julius Silvert, Inc.121 E Luzerne StreetPhiladelphia, PA 19124

06/13/201707/31/2017

$26,719.73$9,961.04

4.1 Trade Payables

Relationship to debtor

Additional information to be provided4.2


None

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.

X

Creditor's name and address Description of the property Date

5. Repossessions, foreclosures, and returns

Value of property




None

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.

X

6. Setoffs

AmountDate action was taken

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

Part 3: Legal Actions or Assignments




None

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.

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

Status of caseCourt or agency's name and addressCase title Nature of case

Pending

On appeal

Concluded

Carl Mullins v. Garces Restaurant Group, Inc., Latin Quarter Concepts, LLC, La Casa Culinary Concepts, LLC, GR300, LLC, GRG Morristown, LLC, Garces Catering 300, LLC, GRGFC1, LLC, GRGFC2, LLC, GRG Bookies, LC, Condor Latin Concepts, LLC, GRG Chubb1, LLC, GRG2401, LLC, GRGAC4, LLC, La Ciudad, LLC, Luna Farms, LLC, GRGDC2, LLC, Grand Avenue Coffee, LLC

Eastern District of PA7.1 Civil Action

CA 18-1879

Case number


Pending

On appeal

Concluded

The Happy Huckster Corp d/b/a The FarmARt v. Latin Quarter Concept, LLC, La Cuidad, LLC, GRG Bookies, LLC, UrbanFarm, LLC, GR300, LLC, VWOne, LLC

Eastern District of PA7.2 Civil Action

CA-170901303

Case number


Pending

On appeal

Concluded

Michael Godino, on behalf of himself and all others similarly situated v. Garces Group, LLC d/b/a The Olde Bar

Eastern District of PA7.3 Clas Action Complaint

Case number


Pending

On appeal

Concluded

Justin Griffin-Holst and PotentialPlaintiffs v. GRGNY1, LLC , La CasaCulinary, LLC

7.4 Agreement between Justin Griffin-Holstalong with Potential Plaintiffs andGRGNY1, LLC , La Casa Culinary, LLC,its officers, agents, parent corporations,subsidiaries, joint employers and/orrepresentatives

Case number




None

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.

X

8. Assignments and receivership

ValueCustodian's name and address Description of the property

Part 4: Certain Gifts and Charitable Contributions

NoneX

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 gifts to that recipient is less than $1,000

ValueDates givenRecipient's name and address Description of the gifts or contributions

Part 5: Certain Losses




None

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

Value of property lostDate of lossDescription 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 106 A/B (Schedule A/B: Assets - Real and Personal Property).

Equipment breakdown 09/15/201710.1 $0.00 Unknown

Value of property lostDate of lossDescription 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 106 A/B (Schedule A/B: Assets - Real and Personal Property).

Sprinkler pipe broke 01/07/201810.2 $5,968.26 Unknown

Part 6: Certain Payments of Transfers

None

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.

X

11. Payments related to bankruptcy

Total amount or valueDatesWho was paid or who received the transfer? Address

If not money, describe any property transferred




None

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.

X

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

Total amount or valueDates transfers were made

Name of trust or device Describe any property transferred

None

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.

X

13. Transfers not already listed on this statement

Total amount or valueDate transfer was made

Who received transfer? Address. Description of property transferred or payments received or debts paid in exchange.

Part 7: Previous Locations

Does not apply

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

Address Dates of occupancy

14. Previous addresses

Restaurant Location 125 Walnut St

Philadelphia, PA 19106

05/02/2015 - present14.1

Part 8: 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?

15. Health Care bankruptcies

No

Yes. Fill in the information below.

Go to Part 9.

If debtor provides meals and housing, number of patients in debtor's care

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

Location where patient records are maintained How are records kept?

Electronically

Paper

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. Name, address, telephone number and email address collected for event depositors

Does the debtor have a privacy policy about that information?

No

Yes.

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

Yes. Does the debtor serve as plan administrator?

Go to Part 10.

No. Go to Part 10.

Yes. Fill in below:

Name of plan Employer identification number of plan

Has the plan been terminated?

No

Yes

EIN:

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




None

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.

18. Closed financial accounts

Financial institution name and address

Last balance before closing or transfer

Type of account Date account was closed, sold, moved, or transferred


M&T Bank 601 Dresher Rd. Horsham, PA 19044

18.1 9328 Checking

Savings

Money Market

Brokerage

Other

11/13/2017 $2,686.71

None

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.

X

19. Safe deposit boxes

Does debtor still have it?

Description of contentsDepository institution name and address

Names of anyone with access to it. Address

No

Yes

None

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.

X

20. Off-premises storage

Does debtor still have it?

Description of contentsFacility name and address Names of anyone with access to it. Address

No

Yes

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




None

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.

X

21. Property held for another

ValueDescription of the propertyOwner's name and address Location of the property

Part 12: Details About Environmental 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.

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.

Status of caseNature of the caseCase title Court or agency name and address

Pending

On appeal

ConcludedCase number

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


Date of noticeEnvironmental law, if knownSite name and address Governmental unit name and address




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

No


Date of noticeEnvironmental law, if knownSite name and address Governmental unit name and address

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

None

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.

X

Business name and address Describe the nature of the business

Employer identification number. Dates business existed

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

None

Name and address Dates of service

26. Books, records, and financial statements26a. List all accountants and bookkeepers who maintained the debtor’s books and records within 2 years before filing this case.

Yousaf Hasan 2401 Walnut Street

Suite #300Philadelphia, PA 19103

01/04/2016 - 02/17/2017

26a.1

Carl Mullins 2401 Walnut Street


06/20/2017 - 08/21/2017

26a.2

Christopher Kline 2401 Walnut Street


08/22/2017 - present26a.3




None

Name and address Dates of service

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.

Mazars USA LLP 501 Office Center Drive Suite 300 Fort Washington, PA 19034

201626b.1

None

Name and address If any books of account and records are unavailable, explain why

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

Christopher Kline2401 Walnut Street Suite #300Philadelphia, PA 19103

26c.1

None

Name and address

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.

American Express Bank, FSB

c/o Datamark, Inc. 43 Butterfield CircleEl Paso, TX 79906

26d.1

Jose Garces 2401 Walnut Street

Suite 300Philadelphia, PA 19103

26d.2

M&T Bank One M&T Plaza

Buffalo, NY 14203-2399

26d.3

Numerous parties to NDA agreement in connection with sale process

26d.4




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

27. Inventories

No

Yes. Give the details about the two most recent inventories

The dollar amount and basis (cost, market, or other basis)

of each inventory

Date of inventoryName of the person who supervised the taking of the inventory

Brett Meier-Tomkins 04/30/201827.1 $66,388.26

Christopher Kline 2401 Walnut Street Suite #300Philadelphia, PA 19103

Name and address of the person who has possession of inventory records

The dollar amount and basis (cost, market, or other basis)

of each inventory

Date of inventoryName of the person who supervised the taking of the inventory

Brett Meier-Tomkins 03/31/201827.2 $64,967.74

Christopher Kline 2401 Walnut Street Suite #300Philadelphia, PA 19103

Name and address of the person who has possession of inventory records

Name Address Position and nature of any interest

% of interest, if any

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.

Garces Catering 300, LLC 300 S. Broad St.Philadelphia, PA 19102

Managing Member 87.741%28.1

Jose Garces 2401 Walnut Street, Suite 300Philadelphia, PA 19103

Partner 9.749%28.2

James Sorkin 1706 1/2 Rodman StreetPhiladelphia, PA 19146

Partner 2.51%28.3

Name Address Position and nature of any interest

Period during which position or interest was held

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.

Carl Mullins 2401 Walnut Street Suite 300Philadelphia, PA 19103

CFO 05/01/2017 - 08/21/201729.1

Rob Keddie 2401 Walnut Street Suite 300Philadelphia, PA 19103

CEO 05/01/2017 - June 201729.2




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?

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

No


Reason for providing this value

DatesName and address of recipient Amount of money or description and value of property


Name of the parent corporation Employer identification number of the parent corporation

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

No


Name of the pension fund Employer identification number of the pension fund

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

No


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 inconnection 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 and correct.

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

Executed on.

Signature of individual signing on behalf of the debtor

Position or relationship to the debtor

Printed name

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

5/31/2018

MM / DD / YYYY

No

Yes


/s/ John Fioretti John Fioretti

Interim CEO


STATEMENT OF FINANCIAL AFFAIRS

EXHIBIT 3

PAYMENTS TO CREDITORS


NAME DATES VALUE121 Walnut St. Restaurant Associates 05/10/2018 $11,037.87

121 Walnut St. Restaurant Associates Total $11,037.87

Arway 05/10/2018 $5,050.52

Arway 05/16/2018 $5,000.00

Arway Total $10,050.52

Baldor Specialty Foods 04/19/2018 $3,792.81



Baldor Specialty Foods Total $19,228.91

Chef's Warehouse, The 04/19/2018 $19,971.80








Chef's Warehouse, The Total $121,915.47

City of Philadelphia 04/17/2018 $6,078.00




City of Philadelphia Total $16,255.96

City of Philadelphia (Liquor Tax) 04/19/2018 $8,064.34

City of Philadelphia (Liquor Tax) Total $8,064.34

Garces Restaurant Group 04/26/2018 $9,620.00

Garces Restaurant Group Total $9,620.00

Samuels & Son 04/18/2018 $3,227.60

Samuels & Son 04/25/2018 $3,625.67

Samuels & Son 05/04/2018 $1,138.70

Samuels & Son 05/08/2018 $2,255.29

Samuels & Son 05/08/2018 $1,104.11

Samuels & Son 05/08/2018 $271.65

Samuels & Son 05/09/2018 $1,112.83

Samuels & Son 05/10/2018 $1,363.56

Samuels & Son 05/11/2018 $1,532.55

Samuels & Son 05/14/2018 $2,834.44

Samuels & Son 05/15/2018 $1,447.94

Samuels & Son 05/16/2018 $15,000.00

Samuels & Son 05/16/2018 $478.23

Samuels & Son 05/17/2018 $1,075.61

Samuels & Son Total $36,468.18

Grand Total $232,641.25

GRGBookies LLCCase No. 18-20070Exhibit - SOFA 3: Certain payments or transfers to creditors within 90 days before filing this case

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