STATEMENT OF FINANCIAL AFFAIRS FOR …upshotservices.s3.amazonaws.com/files/f82eb848-54ad-4aed...2 IMPAC 5869380v.1 2. The Debtors and their officers, agents, and attorneys do not

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are as: WIS Holding Company, Inc. (2673); WIS Holdings Corp. (4184); Western

Inventory Service, Inc. (2867); Washington Inventory Service (1851); WIS International, Inc. (1762);

Labor Support International, Inc. (2151); and Service Support International, Inc. (2152). The Debtor’s

mailing address is 9265 Sky Park Court, Suite 100, San Diego, CA 92123-4312.

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

) Chapter 11

In re: )

) Case No. 18-11579 (CSS) WIS HOLDING COMPANY, INC., et al., ) Jointly Administered

)

Debtors. )

STATEMENT OF FINANCIAL AFFAIRS FOR

WASHINGTON INVENTORY SERVICE

(18-11581)

Case 18-11579-CSS Doc 36 Filed 07/18/18 Page 1 of 21

IMPAC 5869380v.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

WIS HOLDING COMPANY, INC., et al., 1

Debtors.

)

)

)

)

)

)

)

Chapter 11

Case No. 18-11579 (CSS)

Jointly Administered

GLOBAL NOTES AND STATEMENTS OF LIMITATIONS, METHODOLOGY

AND DISCLAIMER REGARDING DEBTORS’ SCHEDULES OF ASSETS AND

LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS

The Schedules of Assets and Liabilities (the “Schedules”) and Statements of Financial

Affairs (the “Statements”) of the above captioned debtors and debtors in possession (the

“Debtors”), filed with the United States Bankruptcy Court for the District of Delaware (the

“Bankruptcy Court”) on July 18, 2018, are unaudited and have been prepared pursuant to 11

U.S.C. § 521 and Rule 1007 of the Federal Rules of Bankruptcy Procedure and Rule 1007-1 of

the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for

the District of Delaware by the Debtors’ management with the assistance of its advisors.

Although the Debtors’ management has made reasonable efforts to ensure that the Statements

and Schedules are accurate and complete, based on information that was available at the time of

preparation, the Schedules and Statements remain subject to further revision and verification by

the Debtors. Subsequent receipt or discovery of information may result in material changes in

financial and other data contained in the Schedules and Statements. Moreover, inadvertent errors

or omissions may exist. Accordingly, the Debtors reserve the right to amend or supplement the

Schedules and Statements from time to time as may be necessary or appropriate. These notes

(the “Global Notes”) are incorporated by reference in, and comprise an integral part of, the

Schedules and Statements, and should be referred to and reviewed in connection with any review

of the Schedules and Statements.

1. On July 2, 2018 (the “Petition Date”), the Debtors filed their voluntary petitions for

relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the

“Bankruptcy Code”). Except as otherwise noted, all asset and liability information is as near as

possible to the Petition Date, unless otherwise indicated. The Debtors continue to operate their

business and manage their properties as debtors in possession as authorized by sections 1107(a)

and 1108 of the Bankruptcy Code.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: WIS Holding Company, Inc. (2673); WIS Holdings Corp. (4184); Western Inventory

Service, Inc. (2867); Washington Inventory Service (1851); WIS International, Inc. (1762); Labor Support

International, Inc. (2151); and Service Support International, Inc. (2152). The Debtors’ mailing address is 9265 Sky

Park Court, Suite 100, San Diego, CA 92123-4312.


2 IMPAC 5869380v.1

2. The Debtors and their officers, agents, and attorneys do not guarantee or warrant the

accuracy, completeness or timeliness of the data that is provided herein and shall not be liable for

any loss or injury arising out of or caused, in whole or in part, by the acts, errors or omissions,

whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting,

communicating or delivering the information contained herein. The Debtors and their officers,

agents, and attorneys expressly do not undertake any obligation to update, modify, revise or re-

categorize the information provided herein or to notify any third party should the information be

updated, modified, revised or re-categorized. In no event shall the Debtors or their officers,

agents, and attorneys be liable to any third party for any direct, indirect, incidental, consequential

or special damages (including, but not limited to, damages arising from the disallowance of a

potential claim against the Debtors or damages to business reputation, lost business or lost

profits), whether foreseeable or not and however caused.

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

in accordance with Generally Accepted Accounting Principles (“GAAP”), nor are they intended

to fully reconcile to any financial statements otherwise prepared and/or distributed by the

Debtors.

4. Based on the information available at the time of preparation, the Debtors’ management

made every reasonable effort to ensure the Schedules and Statements are as accurate and

complete as possible, but inadvertent errors or omissions may have occurred. Because the

Schedules and Statements contain unaudited information, which is subject to further review,

verification and potential adjustment, there can be no assurance that these Schedules or

Statements are complete. Subsequent information or discovery may result in material changes to

these Schedules or Statements.

5. Nothing contained in the Global Notes or the Schedules and Statements shall constitute a

waiver of any of the Debtors’ rights with respect to these chapter 11 cases and specifically with

respect to any issues involving substantive consolidation, equitable subordination, and/or causes

of action arising under the provisions of chapter 5 of the Bankruptcy Code and other relevant

non-bankruptcy laws to recover assets, avoid transfers, or collect money owed.

6. For the avoidance of doubt, listing a claim on Schedule D as “secured,” on Schedule E as

“priority,” on Schedule F as “unsecured nonpriority,” or listing a contract or lease on Schedule G

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

rights of any claimant, or a waiver of the Debtors’ right to recharacterize or reclassify such claim

or contract.

7. Any failure to designate a claim listed on the Debtors’ Schedules as “disputed,”

“contingent” or “unliquidated” does not constitute an admission by the Debtors that such amount

is not “disputed,” “contingent” or “unliquidated” or is not subject to objection. The Debtors

reserve the right to dispute, or to assert setoff rights, counterclaims or defenses to, any claim

reflected on its Schedules as to amount, liability or classification, or to otherwise subsequently

designate any claim as “disputed,” “contingent” or “unliquidated.”

8. All amounts shown in the Schedules and Statements are in U.S. Dollars.


3 IMPAC 5869380v.1

9. The preparation of the Schedules and Statements required the Debtors to make certain

estimates and assumptions that affected the reported amounts of assets and liabilities, the

disclosure of contingent assets and liabilities and the reported amounts of revenue and expense.

Actual results could differ materially from these estimates.

10. Wherever possible, amounts owed as of the Petition Date are presented. Some of the

scheduled liabilities are unknown, contingent and/or unliquidated at this time. In some cases, the

amounts are listed as $0.00 or “Unknown.” Accordingly, the Schedules and Statements do not

accurately reflect the aggregate amount of the Debtors’ total liabilities.

11. Certain of the Schedules and Statements may list creditors and set forth the Debtors’

estimate of the claims of creditors as of the Petition Date. Accordingly, the actual unpaid claims

of creditors that may be allowed in these cases may differ from the amounts set forth in the

Schedules and Statements.

12. The Debtors have sought to allocate liabilities between the prepetition and post-petition

periods based on the information and research that was conducted in connection with the

preparation of the Schedules. As additional information becomes available and further research

is conducted, the allocation of liabilities between prepetition and post-petition periods may

change. The Debtors reserve the right to change the allocation of any liability between the

prepetition and post-petition periods to the extent additional information becomes available.

13. Despite reasonable efforts to identify all known assets, the Debtors might not have

identified and/or set forth all of its causes of action against third parties as assets in its Schedules

and Statements, including, but not limited to, avoidance actions arising under chapter 5 of the

Bankruptcy Code and actions under relevant non-bankruptcy laws to recover assets. The

Debtors reserve any and all rights with respect to any causes of action it may have, and neither

these Global Notes, nor the Schedules shall be deemed a waiver of any such right or cause of

action.

14. All totals that are included in the Schedules represent totals of all the known amounts

included in the tables.

15. In the circumstance where the Schedules and Statements require information regarding

insiders and/or officers and directors, the Debtors have attempted to include therein the Debtors’

(a) “directors” (or persons in similar positions), and (b) employees that may be, or may have

been during the relevant period, “officers,” as such term is defined by applicable law. The listing

of a party as an insider is not intended to be, nor should it be, construed as a legal

characterization of such party as an insider and does not act as an admission of any fact, claim,

right, or defense, and all such rights, claims, and defenses are hereby expressly reserved. Certain

employees have been included in this disclosure for informational purposes only and should not

be deemed to be “insiders” in terms of control of the Debtors, management responsibilities or

functions, decision-making or corporate authority and/or as otherwise defined by applicable law,

including, without limitation, the federal securities laws, or with respect to any theories of

liability or for any other purpose.


4 IMPAC 5869380v.1

16. These Global Notes are in addition to the specific notes set forth in the individual

Schedules and Statements. Disclosure of information in one Schedule, Statements, exhibit, or

continuation sheet, even if incorrectly placed, shall be deemed to be disclosed in the correct

Schedule, Statements, exhibit or continuation sheet.

17. The Debtors specifically reserve the right to amend, modify, supply, correct, change or

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

appropriate.

18. In the event that the specific notations on the Schedules and Statements conflict or

contradict these Global Notes, these Global Notes shall control.

19. The Schedules, Statements, and these Global Notes should not be relied upon by any

persons for information relating to current or future financial conditions, events, or performance

of the Debtors.

Specific Notes

20. Schedule B: It would be unduly burdensome and an inefficient use of estate assets and

other resources for the Debtors to obtain current market valuations of all of their assets listed in

Schedule B. Accordingly, unless otherwise indicated, net book values are reflected on the

Debtors’ Schedules and Statements as of the Petition Date. These amounts may materially vary

from current fair market value. The values set forth in Schedule B are as of or as near as

possible to the Petition Date. Additionally, the amounts in the Debtors’ accounts in item 3 are as

of the Petition Date.

21. Schedule D: Although the Debtors may have scheduled claims of various creditors as

secured claims, the Debtors reserve all rights to dispute or challenge the secured nature or

amount 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

agreements and other related relevant documents is necessary for a complete description of the

collateral and the nature, extent and priority of any liens. Nothing in these Global Notes or the

Schedules and Statements shall be deemed a modification or interpretation of the terms of such

agreements.

a. The Debtors have not included on Schedule D all parties that may believe

their claims are secured through setoff rights, deposits posted by, or on

behalf of, the Debtors, or inchoate statutory lien rights.

b. In certain instances, the Debtors may be a co-obligor, co-mortgager or

guarantor with respect to scheduled claims of the Debtors and their

affiliates, and no claim scheduled on Schedule D is intended to

acknowledge claims of creditors that are otherwise satisfied or discharged

by other entities.

22. Disputed, Contingent and/or Unliquidated Claims: Schedules D, E and F permit each of

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


5 IMPAC 5869380v.1

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

constitute an admission that such claim is not subject to objection. The Debtors reserve the right

to dispute, or assert offsets or defenses to any claim reflected on these Schedules as to nature,

amount, liability, or status or to otherwise designate any claim as disputed, contingent or

unliquidated.

23. Schedule E/F: The Debtors have listed the best estimate of all the claims against the

Debtors’ estates held by governmental and quasi-governmental entities. The Debtors have not

determined whether, and to what extent, any of the creditors identified on Schedule E/F are

entitled to priority under Section 507 of the Bankruptcy Code. The Debtors reserve the right to

assert that claims identified on Schedule E are not claims of governmental entities and/or those

claims are not entitled to priority.

24. Schedule G: Certain information, such as contact information of the counter-party, may

not be included where such information could not be obtained using the Debtors’ reasonable

efforts. Listing or omitting a contract or agreement on Schedule G does not constitute an

admission that such contract or unexpired lease was in effect on the Petition Date or is valid or

enforceable. Certain of the leases and contracts listed on Schedule G may contain certain

renewal options, guarantees of payment, indemnifications, options to purchase, rights of first

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

forth separately on Schedule G.

25. Schedule H: Schedule H reflects guarantees or other obligations by various of the

Debtors’ affiliates of obligations primarily vested in other related affiliates. The Debtors may

not have identified certain guarantees that are embedded in the Debtors’ executory contracts,

unexpired leases, secured financings, debt instruments and other such agreements. The Debtors

reserve their rights to amend the Schedules to the extent that additional guarantees are identified

or such guarantees are discovered to have expired or to be unenforceable.

26. Statement 7: Information provided in Statement 7 may not include every administrative

agency proceeding open or closed during the relevant time period, as certain agency proceedings

are quickly dismissed or settled for a nominal sum. Additionally, any information contained in

Statement 7 shall not be a binding representation of the Debtors’ liabilities with respect to any of

the suits and proceedings identified therein.

27. Statement 26d: The Debtors have provided financial statements in the ordinary course of

their businesses to numerous financial institutions, creditors, and other parties within two years

immediately before the Petition Date. Considering the number of such recipients and the

possibility that such information may have been shared with parties without the Debtors’

knowledge or consent or subject to confidentiality agreements, the Debtors may not have

disclosed all parties that may have received such financial statements for the purposes of

Statement 26d except for secured lenders and certain banks.

***END OF GLOBAL NOTES***

**SCHEDULES AND STATEMENTS BEGIN ON THE FOLLOWING PAGE**


Fill in this information to identify the case:

Debtor name: Washington Inventory Service

United States Bankruptcy for the District of: Delaware

Case number (if known): 18-11581

Check if this isan amendedfiling

Official Form 207Statement of Financial Affairs for Non-Individuals Filing for BankruptcyThe debtor must answer every question. If more space is needed, attach a separate sheet to this form. On the top of any additional pages, writethe debtor’s name and case number (if known).

1. Gross revenue from businessNone

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

Sources of revenueCheck all that apply

Gross revenue(before deductionsand exclusions)

From the beginningof the fiscal year tofiling date:

04/01/2018From to Filing date Operating a business

Other

$ 0.00

For prior year: 04/01/2017From 03/31/2018to Operating a business

Other

$ 50,844,308.00

For the year beforethat:

04/01/2016From 03/31/2017to Operating a business

Other

$ 214,739,248.00

Part 1: Income


2. Non-business revenueInclude revenue regardless of whether that revenue is taxable. Non-business income may include interest, dividends, money collected fromlawsuits, and royalties. List each source and the gross revenue for each separately. Do not include revenue listed in line 1.

None

Description of sources of revenue Gross revenuefrom each source(before deductionsand exclusions)

From the beginningof the fiscal year tofiling date:

04/01/2018From to Filing date $ NONE

For prior year: 04/01/2017From 03/31/2018to INTEREST INCOME $ 15,365.00

For the year beforethat:

04/01/2016From 03/31/2017to INTEREST INCOME $ 89,947.00

3. Certain payments or transfers to creditors within 90 days before filing this caseList payments or transfers - including expense reimbursements - to any creditor, other than regular employee compensation, within 90 daysbefore filing this case unless the aggregate value of all property transferred to that creditor is less than $6,425. (This amount may beadjusted on 4/01/19 and every 3 years after that with respect to cases filed on or after the date of adjustment.)

None

Creditor’s name and address Dates Total amount orvalue

Reasons for payment or transferCheck all that apply

3.1 Creditor’s name and address

SEE ATTACHED SOFA 3

$ Secured debt Unsecured loan repayments

Suppliers or vendors

Services

Other

4. Payments or other transfers of property made within 1 year before filing this case that benefited any insiderList payments or transfers, including expense reimbursements, made within 1 year before filing this case on debts owed to an insider orguaranteed 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 theirrelatives; general partners of a partnership debtor and their relatives; affiliates of the debtor and insiders of such affiliates; and any managingagent of the debtor. 11 U.S.C. § 101(31).

None

Insider’s name and address Dates Total amount orvalue

Reasons for payment or transfer

4.1 Insider’s name and address

TJB MANAGEMENT CONSULTING ATTN: TIMBERNLOHR 2000 WESTCHESTER AVE.,PURCHASE, NY 10577

Relationship to debtorDIRECTOR

7/31/17 $ 90,302.74 Secured debt Unsecured loan repayments


Services

Other

Part 2: List Certain Transfers Made Before Filing for Bankruptcy


4.2 Insider’s name and address

TJB MANAGEMENT CONSULTING ATTN: TIMBERNLOHR 2000 WESTCHESTER AVE.,PURCHASE, NY 10577

Relationship to debtorDIRECTOR

2/7/18 $ 50,185.35 Secured debt Unsecured loan repayments


Services

Other

5. Repossessions, foreclosures, and returnsList all property of the debtor that was obtained by a creditor within 1 year before filing this case, including property repossessed by acreditor, 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.

None

Creditor’s name and address Description of the property Date Value of property

6. SetoffsList any creditor, including a bank or financial institution, that within 90 days before filing this case set off or otherwise took anything from anaccount of the debtor without permission or refused to make a payment at the debtor’s direction from an account of the debtor because thedebtor owed a debt.

None

Creditor’s name and address Description of the action creditor took Dateactionwastaken

Amount

7. Legal actions, administrative proceedings, court actions, executions, attachments, or governmental auditsList the legal actions, proceedings, investigations, arbitrations, mediations, and audits by federal or state agencies in which the debtor wasinvolved in any capacity—within 1 year before filing this case.

None

Case title Nature of case Court or agency’s name and address Status of case

7.1 NameSEE ATTACHED SOFA 7

Case number

Name

Street

City State Zip

Pending

On appeal Concluded

8. Assignments and receivershipList 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 thehands of a receiver, custodian, or other court-appointed officer within 1 year before filing this case.

None

Custodian’s name and address Description of the property Value

Part 3: Legal Actions or Assignments


9. List all gifts or charitable contributions the debtor gave to a recipient within 2 years before filing this case unless the aggregatevalue of the gifts to that recipient is less than $1,000

None

Recipient’s name and address Description of the gifts or contributions Dates given Value

9.1 Recipient's nameDOLLAR GENERAL LITERACY FOUNDATION

Street100 MISSION RIDGE

CityGOODLETTSVIL

StateTN

Zip37070

Recipient’s relationship to debtorCUSTOMER

GOLF TOURNAMENT7/7/2016 $ 25,000.00

9.2 Recipient's name

LOWE'S CHARITABLE & EDUCATIONAL FOUNDATION,INC.

Street1000 LOWE'S BLVD

CityMOORESVILLE

StateNC

Zip28117



9.3 Recipient's name

LOWE'S CHARITABLE & EDUCATIONAL FOUNDATION,INC.

Street1000 LOWE'S BLVD

CityMOORESVILLE

StateNC

Zip28117



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

Description of the property lost and how theloss occurred

Amount of payments received for the lossIf you have received payments to cover theloss, for example, from insurance,government compensation, or tort liability,list the total received.List unpaid claims on Official Form 106A/B(Schedule A/B: Assets – Real and PersonalProperty).

Date of loss Value of propertylost

Part 5: Losses

Part 4: Certain Gifts and Charitable ContributionsCase 18-11579-CSS Doc 36 Filed 07/18/18 Page 10 of 21

11. Payments related to bankruptcyList any payments of money or other transfers of property made by the debtor or person acting on behalf of the debtor within 1 year beforethe 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.

None

Who was paid or who received thetransfer?

If not money, describe any propertytransferred

Dates Total amount orvalue

11.1 Name and Address

KATTEN MUCHIN ROSENMAN LLP,525 WEST MONROE ST., CHICAGO,IL 60661

Email or website address

Who made the payment, if notdebtor?

5/2/2018 $ 50,000.00


JND CORPORATERESTRUCTURING, 8269 E. 23RDAVE, STE 275, DENVER, CO 80238

Email or website addressWWW.JNDLA.COM


6/21/2018 $ 10,000.00


POTTER ANDERSON & CORROONLLP, 1313 N. MARKET STREET, 6THFLOOR, WILMINGTON, DE 19899

Email or website address


7/2/2018 $ 75,000.00

12. Self-settled trusts of which the debtor is a beneficiaryList any payments or transfers of property made by the debtor or a person acting on behalf of the debtor within 10 years beforethe filing of this case to a self-settled trust or similar device.Do not include transfers already listed on this statement.

None

Name of trust or device Describe any property transferred Dates transferswere made

Total amount orvalue

Part 6: Certain Payments or TransfersCase 18-11579-CSS Doc 36 Filed 07/18/18 Page 11 of 21

13. Transfers not already listed on this statementList 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 thedebtor within 2 years before the filing of this case to another person, other than property transferred in the ordinary course of business orfinancial affairs. Include both outright transfers and transfers made as security. Do not include gifts or transfers previously listed on thisstatement.

None

Who received transfer? Description of property transferred orpayments received or debts paid inexchange

Date transfer wasmade

Total amount orvalue

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

Does not apply

Address Dates of occupancy

15. Health Care bankruptciesIs 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?

No. Go to part 9.

Yes. Fill in the information below.

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

If debtor providesmeals and housing,number of patientsin debtor's care

16. Does the debtor collect and retain personally identifiable information of customers?

No.

Yes. State the nature of the information collected and retained.

Does the debtor have a privacy policy about thatinformation?

No

Yes

Part 7: Previous Locations

Part 8: Health Care Bankruptcies

Part 9: Personally Identifiable Information


17. Within 6 years before filing this case, have any employees of the debtor been participants in any ERISA, 401(k), 403(b), or otherpension or profit-sharing plan made available by the debtor as an employee benefit?

No. Go to Part 10.

Yes. Does the debtor serve as plan administrator?

No. Go to Part 10.

Yes. Fill in below:

Has the plan been terminated?

No

Yes

Name of planSEE ATTACHED SOFA 17

Employer identification number of the plan

18. Closed financial accountsWithin 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, brokeragehouses, cooperatives, associations, and other financial institutions.

None

Financial institution name and address Last 4digits ofaccountnumber

Type of account Date account wasclosed, sold,moved, ortransferred

Last balance beforeclosing or transfer

19. Safe deposit boxesList any safe deposit box or other depository for securities, cash, or other valuables the debtor now has or did have within 1 yearbefore filing this case.

None

Depository institution name and address Names of anyone with accessto it

Description of the contents Does debtor stillhave it?

20. Off-premises storageList any property kept in storage units or warehouses within 1 year before filing this case. Do not include facilities that are in apart of a building in which the debtor does business.

None

Facility name and address Names of anyone with accessto it

Description of the contents Does debtor stillhave it?

21. Property held for anotherList 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

None

Owner’s name and address Location of the property Description of the property Value

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

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


For the purpose of Part 12, the following definitions apply:Environmental law means any statute or governmental regulation that concerns pollution, contamination, or hazardousmaterial, 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 thatthe 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.

Report all notices, releases, and proceedings known, regardless of when they occurred.22. Has the debtor been a party in any judicial or administrative proceeding under any environmental law? Include settlements andorders

No.

Yes. Provide details below.

Case title Court or agency name and address Nature of the case Status of case

23. Has any governmental unit otherwise notified the debtor that the debtor may be liable or potentially liable under or in violationof an environmental law?

No


Site name and address Governmental unit name and address Environmental law, if known Date of notice

24. Has the debtor notified any governmental unit of any release of hazardous material?No


Site name and address Governmental unit name and address Environmental law, if known Date of notice

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

None

Business name and address Describe the nature of the business Employer Identification numberDo not include Social Security number orITIN.

25.1 Name and AddressWIS INTERNATIONAL, INC., 9265SKY PARK COURT, SUITE 100, SANDIEGO, CA 92123

EIN 74-3041762

Dates business existed2/12/2002From PRESENTto

25.2 Name and AddressLABOR SUPPORT INTERNATIONAL,INC., 9265 SKY PARK COURT, SUITE100, SAN DIEGO, CA 92123

EIN 51-0412151


Part 12: Details About Environmental Information

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


25.3 Name and AddressSERVICE SUPPORTINTERNATIONAL, INC., 9265 SKYPARK COURT, SUITE 100, SANDIEGO, CA 92123

EIN 51-0412152


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.

None

Name and address Dates of service

26a.1 Name and AddressLARRY WAGNER, COMPTROLLER, 9265 SKY PARK COURT, SUITE 100, SANDIEGO, CA 92123

From8/2015

to6/2017

26a.2 Name and AddressTHOMAS MANNING, DIRECTOR OF CORPORATE FINANCE, 9265 SKY PARKCOURT, SUITE 100, SAN DIEGO, CA 92123

From9/2006

to6/2017

26b. List all firms or individuals who have audited, compiled, or reviewed debtor's books of account and records or prepared a financialstatement within 2 years before filing this case.

None

Name and address Dates of service

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

None

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

26c.1 Name and AddressTHOMAS MANNING, DIRECTOR OF CORPORATE FINANCE, 9265 SKY PARKCOURT, SUITE 100, SAN DIEGO, CA 92123

26d. List all financial institutions, creditors, and other parties, including mercantile and trade agencies, to whom the debtor issued a financialstatement within 2 years before filing this case.

None

Name and address

26d.1 Name and AddressANTARES CAPITAL LP, 500 WEST MONROE ST, CHICAGO, IL 60661

26d.2 Name and AddressCORTLAND CAPITAL, 225 WEST WASHINGTON ST, 9TH FLOOR, CHICAGO, IL60606

26d.3 Name and AddressWELLS FARGO BANK, N.A., 401 B STREET, SUITE 2201, SAN DIEGO, CA 92101


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

No

Yes. Give the details about the two most recent inventories.

Name of the person who supervised the taking of the inventory Date of inventory The dollar amount and basis (cost, market,or other basis) of each inventory

28. List the debtor’s officers, directors, managing members, general partners, members in control, controlling shareholders, orother people in control of the debtor at the time of the filing of this case.Name Position and nature of any

interest% of interest, if any

28.1 Name and AddressTIM BERNLOHR, DIRECTOR, 2000 WESTCHESTER AVE,PURCHASE, NY 10577 DIRECTOR

28.2 Name and AddressWIS HOLDING CORP., 9265 SKY PARK COURT, SUITE 100,SAN DIEGO, CA 92123-4312 PARENT 100%

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.

Name and Address Position and nature of anyinterest

Period during which position orinterest was held

30. Payments, distributions, or withdrawals credited or given to insidersWithin 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?

No


Name and address of recipient Amount of money ordescription and value ofproperty

Dates Reason forproviding the value

30.1 Name and AddressSEE SOFA 4

$

Relationship To Debtor


31.1 WIS HOLDING COMPANY, INC. EIN 26-1892673

32.Within 6 years before filing this case, has the debtor as an employer been responsible for contributing to a pension fund?No


Name of the pension fund Employer Identification number of thepension fund

32.1 WASHINGTON INVENTORY SERVICE PENSION PLAN EIN 95-2081851

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 parent corporation Employer Identification number of theparent corporation


7/18/2018


SOFA 3

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

Line

Line

Num

ber

Insider Name Insider Address Reason for payment or transfer Date Total Amount of Value3.1 HH OPERATIONS LLC SERVICES 5/11/2018 $7,500.00

3.2 JND CORPORATE RESTRUCTURING 8269 E. 23RD AVE., SUITE 275, DENVER, CO 80238 RETAINER 6/21/2018 $10,000.00

3.3 KATTEN MUCHIN ROSENMAN LLP 525 WEST MONROE ST., CHICAGO, IL 60661-3693 RETAINER 5/2/2018 $50,000.00

3.4 KATTEN MUCHIN ROSENMAN LLP 525 WEST MONROE ST., CHICAGO, IL 60661-3693 REPLENISHMENT OF RETAINER 6/19/2018 $50,000.00

3.5 LITTLER MENDELSON P.C. 501 WEST BROADWAY, SUITE 900, SAN DIEGO, CA 92101 LEGAL FEES 5/30/2018 $9,211.78

3.6 LITTLER MENDELSON P.C. 501 WEST BROADWAY, SUITE 900, SAN DIEGO, CA 92101 LEGAL FEES 5/30/2018 $9,568.03

3.7 LITTLER MENDELSON P.C. 501 WEST BROADWAY, SUITE 900, SAN DIEGO, CA 92101 REPLENISHMENT OF RETAINER 6/29/2018 $50,000.00

3.8 POTTER ANDERSON & CORROON LLP 1313 N. MARKET STREET, 6TH FLOOR, WILMINGTON, DE 19899 REPLENISHMENT OF RETAINER 7/2/2018 $75,000.00


SOFA 7

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

Lin

e N

um

be

r

Case Title Case Number Nature of Case Court or Agency's Name and Address Status of Case

7.1 AMIE MARSHALL VS. WIS INTERNATIONAL 23A-2018-00239 SEXUAL HARASSMENT

EQUAL OPPORTUNITY COMMISSION

DETROIT FIELD OFFICE

477 MICHIGAN AVENUE

ROOM 865

DETROIT, ML 48226 CONCLUDED

7.2 ANDREA AKEN VS. WIS INTERNATIONAL NEB 1-17/18-9-48915-RS DISCRIMINATION

NEBRASKA EQUAL OPPORTUNITY COMMISSION

PO BOX 94934

LINCOLN, NE 68509-4934 PENDING

7.3 BONNIE HOLMES VS. WIS INTERNATIONAL 39593-18 DISCRIMINATION

KANSAS HUMAN RIGHTS COMMISSION

900 S.W. JACKSON ST., STE. 568S.

TOPEKA, KS 66612-1258 CONCLUDED

7.4 CANDICE BEAN VS. WIS INTERNATIONAL N/A FMLA, RETALIATION

SPENCER SCOTT PLLC

THREE FOREST PLAZA

12221 MERIT DRIVE,

SUITE 160

DALLAS, TEXAS 75251 UNKNOWN

7.5

COMMONWEALTH OF MA VS. RETAIL SERVICES

WIS CORPORATION 2018-HCD-24

POSSIBLE DECEPTIVE METHODS, ACTS

OR PRACTICES IN VIOLATION OF

CHAPTER 93A, SECTION 2(A)

COMMONWEALTH OF MA OFFICE OF ATTNY GENERAL

1 ASHBURTON PL

BOSTON, MA 02108 PENDING

7.6

DANIELLE GONZALES VS. WASHINGTON

INVENTORY SERVICE DBA WIS INVENTORY 942965-303294 WORKERS COMPENSATION

CALIFORNIA DEPT. OF DEPARTMENT OF

FAIR EMPLOYMENT & HOUSING

2218 KAUSEN DRIVE, SUITE 100

ELK GROVE, CA 95758 UNKNOWN

7.7

DEJUAN HAYNES VS. WASHINGTON INVENTORY

SERVICES, INC N/A DISCRIMINATION

BYRNES LAW PC

757 THIRD AVENUE, 20TH FLOOR

NEW YORK, NY 10017 UNKNOWN

7.8

DONALD LUTGEN VS. WASHINGTON INVENTORY

SERVICE, INC. N/A WORKERS COMPENSATION

IOWA CIVIL RIGHTS COMMISSION

SWISHER & COHRT PLC

528 WEST FOURTH STREET

WATERLOO, IOWA 50701 UNKNOWN

7.9 HOSE VS. WIS HOLDINGS CORP. ET AL 14-cv-02869-WQH-AGS CLASS ACTION - FLSA VIOLATION

SOUTHERN DISTRICT OF CALIFORNIA

333 W BROADWAY #420

SAN DIEGO, CA 92101 PENDING

7.10 IAN SMITH VS. WIS INTERNATIONAL 07 - 86205 VLJ WORKERS COMPENSATION

STATE OF CALIFORNIA

DEPARTMENT OF INDUSTRIAL RELATIONS DIVISION

OF LABOR STANDARDS ENFORCEMEN

1515 CLAY STREET, SUITE 801

OAKLAND, CA 94612-1499 CONCLUDED

7.11

JAMES M. PHILLIPS VS. WASHINGTON

INVENTORY SERVICES AND REPRESENTATIVES 1816-CV11139 WRONGFUL TERMINATION

JACKSON COUNTY SMALL CLAIMS COURT

9265 SKYPARK, SUITE 100

SAN DIEGO, CA 92123 PENDING

7.12

JASON RESENDO VS. RETAIL SERVICES WIS

CORPORATION N/A WORKERS COMPENSATION

ABRAMSON LABOR GROUP

3580 WILSHIRE BLVD, SUITE 1260

LOS ANGELES, CA 90010 PENDING

7.13

JOHN MCCLURE VS. WASHINGTON INVENTORY

SERVICES INC.

CP# 08-17-70929

EEOC# 26A-2017-00823C FAILURE TO ACCOMMODATE

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION

IOWA CIVIL RIGHTS COMMISSION

GRIMES STATE OFFICE BUILDING

400 E. 14TH STREET

DES MOINES, IA 50319-1004 CONCLUDED

7.14 JUWANNA CARTER VS. WIS INTERNATIONAL

ICRC No.: EMse17081235

EEOC No.: 24F-2017-02231 DISCRIMINATION

INDIANA CIVIL RIGHTS COMMISSION

100 NORTH SENATE AVENUE, ROOM N300

INDIANAPOLIS, IN 46204 PENDING

7.15 LAURA MELLODY VS. WIS INTERNATIONAL 480-2017-02759 DISCRIMINATION

U.S. EQUAL EMPLOYMENT OPPORTUNITY COMMISSION &

CALIFORNIA DEPARTMENT OF FAIR EMPLOYMENT & HOUSING

LOS ANGELES DISTRICT OFFICE

255 E. TEMPLE ST., 4TH FLOOR

LOS ANGELES, CA 90012 CONCLUDED

7.16 LAZARO C. FALU VS. WIS INTERNATIONAL 525-2017-00564 ADA - FAILURE TO ACCOMMODATE

U.S. EQUAL EMPLOYMENT OPPORTUNITY COMMISSION &

NEW YORK STATE DIVISION OF HUMAN RIGHTS

BUFFALO LOCAL OFFICE

6 FOUNTAIN PLAZA

SUITE 350

BUFFALO, NY 14202 CONCLUDED

7.17

MALINDA STARNER VS. WIS

INTERNATIONAL/ESIS

WCAB CASE NO.:

ADJ10228168; ADJ10228421;

ADJ10233611; ADJ10624983

(RIV)

WORKERS COMPENSATION & THEN

FAILURE TO ACCOMMODATE

RP LAW GROUP

LAW OFFICES OF RAJ PATEL, APC

2155 CHICAGO AVE, STE. 305

RIVERSIDE, CA 92501 UNKNOWN

7.18

MONICA ARISPE VS. WASHINGTON INVENTORY

SERVICE D/B/A WIS INTERNATIONAL RIC1801185 PAGA CLAIM

CALIFORNIA LABOR & WORKFORCE DEVELOPMENT AGENCY

800 CAPITOL MALL, MIC-55

SACRAMENTO, CA 95814 UNKNOWN

7.19 SIERRA KANGAS VS. WIS INTERNATIONAL LTD 9000724 FAILURE TO ACCOMMODATE

CALIFORNIA LABOR & WORKFORCE DEVELOPMENT AGENCY

800 CAPITOL MALL, MIC-55

SACRAMENTO, CA 95814 PENDING

7.20 TALISA EDWARDS VS. WIS INTERNATIONAL 846-2017-00278 DISCRIMINATION

U.S. EQUAL EMPLOYMENT OPPORTUNITY COMMISSION

EL PASO AREA OFFICE

300 E. MAIN DRIVE, SUITE 500

EL PASO, TX 79901 UNKNOWN


SOFA 17

Line

Num

ber

Name of PlanEmployer Identification

Number of Plan Plan NumberHas The Plan Been

Terminated17.1 WIS SAVINGS PLAN 95-2081851 001 TRANSFERRED

17.2

DEFINED WASHINGTON INVENTORY

SERVICES RETIREMENT PLAN 95-2081851 003 TERMINATED

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?


Documents

STATEMENT OF FINANCIAL AFFAIRS FOR …upshotservices.s3.amazonaws.com/files/f82eb848-54ad-4aed...2 IMPAC 5869380v.1 2. The Debtors and their officers, agents, and attorneys do not