Official Form 426 - Omni Agent Solutions

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Official Form 426 Periodic Report Regarding Value, Operations, and Profitability of Entities in Which the Debtor’s Estate Holds a Substantial or Controlling Interest 12/17 This is the Periodic Report as of 4/30/19 on the value, operations, and profitability of those entities in which a Debtor holds, or two or more Debtors collectively hold, a substantial or controlling interest (a “Controlled Non-Debtor Entity”), as required by Bankruptcy Rule 2015.3. For purposes of this form, “Debtor” shall include the estate of such Debtor.

VG Liquidation Ltd holds a substantial or controlling interest in the following entities:

Name of Controlled Non-Debtor Entity Interest of the Debtor Tab # Videology Asia PTE Ltd. 100%

This Periodic Report contains separate reports (Entity Reports) on the value, operations, and profitability of each Controlled Non-Debtor Entity. Each Entity Report consists of five exhibits.

Exhibit A contains the most recently available: balance sheet, statement of income (loss), statement of cash flows, and a statement of changes in shareholders’ or partners’ equity (deficit) for the period covered by the Entity Report, along with summarized footnotes.

Exhibit B describes the Controlled Non-Debtor Entity’s business operations. Exhibit C describes claims between the Controlled Non-Debtor Entity and any other Controlled Non-Debtor Entity. Exhibit D describes how federal, state or local taxes, and any tax attributes, refunds, or other benefits, have been allocated between or among the Controlled Non-Debtor Entity and any Debtor or any other Controlled Non-Debtor Entity and includes a copy of each tax sharing or tax allocation agreement to which the Controlled Non-Debtor Entity is a party with any other Controlled Non-Debtor Entity. Exhibit E describes any payment, by the Controlled Non-Debtor Entity, of any claims, administrative expenses or professional fees that have been or could be asserted against any Debtor, or the incurrence of any obligation to make such payments, together with the reason for the entity’s payment thereof or incurrence of any obligation with respect thereto.

This Periodic Report must be signed by a representative of the trustee or debtor in possession.

Official Form 426 Periodic Report About Controlled Non-Debtor Entities’ Value, Operations, and Profitability page 1

Debtor Name VG Liquidation Ltd. Formerly Known as Videology Ltd. United States Bankruptcy Court for the District of Delaware Case Number: 18-11124

Case 18-11120-BLS Doc 1037 Filed 06/10/19 of 14

General Notes to the Periodic Report

On May 10, 2018 (the “Petition Date”), VG Liquidation, Inc. f/k/a Videology, Inc. and certain affiliates (collectively, the “Debtors”) each filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors’ Chapter 11 Cases are being jointly administered under the caption In re: VG Liquidation, Inc. et al. (Case No. 18-11120-BLS).

Basis of Presentation - In accordance with Bankruptcy Rule 2015.3, the financial statements and supplemental information contained herein are provided as of June 10, 2019 and for the six months ended April 30, 2019 for the legal entities owned at the Petition Date. The condensed financial statements contained herein are unaudited, have not been prepared in all with respects with U.S. generally accepted accounting principles (“U.S. GAAP”) or any other recognized financial reporting framework and are not intended to reconcile to any financial statements otherwise prepared or distributed by the Debtors or any of the Debtors’ affiliates. The financial statements contained herein are generated out of the Debtors’ financial consolidation systems without all adjustments or reclassification that may be necessary or typical. Significant efforts have been put forth to attribute the assets and liabilities to the proper legal entity. However, because the Debtors’ accounting systems, policies, and practices were developed to produce consolidated financial statements, rather than financial statements by legal entity, it is possible that not all assets, liabilities, income or expenses have been recorded on the correct legal entity. Accordingly, the Debtors reserve all rights to supplement or amend any financial statements contained in this Periodic Report. Unless otherwise noted, all amounts are in U.S. dollars.

The Periodic Report is limited in scope, covers a limited time period, and has been prepared solely for the purposes of complying with the reporting requirements of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and the Office of the United States Trustee.

The unaudited condensed financial statements presented in the Periodic Report have been derived from the books and records of the Non-Debtor entities based on interim financial reporting. This information, however, has not been subjected to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon application of such procedures, the Debtors and Non-Debtor entities believe that the financial information could be subject to changes, and these changes could be material. The information furnished in this Periodic Report includes primarily normal recurring adjustments, but does not include all of the adjustments, any of the footnotes and certain financial presentations that would typically be made in accordance with U.S. GAAP, and may not comply with U.S. GAAP in all material respects. The preparation of the unaudited condensed financial statements presented in the Periodic Report requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amount of revenues and expenses during the reporting period.

Reservation of Rights - Nothing contained in this Periodic Report shall constitute a waiver of any of the Debtors’ rights or admission with respect to their Chapter 11 Cases including, but not limited to, matters involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or re-characterization of contracts, assumption or rejection of contracts under the provisions of chapter 3 of the Bankruptcy Code and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover


assets or avoid transfers. The Debtors are reviewing the assets and liabilities of their affiliates on an ongoing basis, including without limitation with respect to intercompany claims and obligations, and nothing contained in this Periodic Report shall constitute a waiver of any of the Debtors’ or their affiliates rights with respect to such assets, liabilities, claims and obligations that may exist.

Income Taxes - Domestic income taxes are calculated on a consolidated basis only, as all domestic subsidiaries are flow-through entities for federal income tax purposes. Foreign taxes are provided by jurisdiction in accordance with Accounting Standards Codification Topic 740 and have not been allocated to each legal entity. Accordingly, income is presented before income taxes in the accompanying financial statements.

Statements of Cash Flows- The Company does not prepare its Statements of Cash Flows for Non-Debtor subsidiaries.


Entity Report for:

Videology Asia PTE Ltd.


Debtor Name VG Liquidation Ltd. Case number 18-11124

Exhibit A: Financial Statements for Videology Asia PTE Ltd.

Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 3



Exhibit A-1: Balance Sheet for Videology Asia PTE Ltd. as of 4/30/19

[Provide a balance sheet dated as of the end of the most recent 4-month period of the current fiscal year and as of the end of the preceding fiscal year. Describe the source of this information.]

See Attached.

VG Liquidation Ltd. VG Liquidation Ltd. Videology Asia Balance Sheet Videology Asia Balance Sheet

End of Oct 2018 End of Apr 2019

Financial Row Amount Financial Row Amount ASSETS ASSETS

Current Assets Current Assets Bank $507,972 Bank $330,155 Accounts Receivable $197,230 Accounts Receivable ($3,935) Prepaid Expenses $10,398 Prepaid Expenses $0 Intercompany Accounts ($15,079,093) Intercompany Accounts ($14,853,662)

Total Current Assets ($14,363,494) Total Current Assets ($14,527,441) Fixed Assets $237 Fixed Assets $237 Investments $524,078 Investments $524,078 Other Assets $31,194 Other Assets $31,759

Total ASSETS ($13,807,984) Total ASSETS ($13,971,367) LIABILITIES & EQUITY LIABILITIES & EQUITY

Liabilities Liabilities Current Liabilities Current Liabilities

Accounts Payable $627,813 Accounts Payable $626,945 Accrued Liabilities $3,185,247 Accrued Liabilities $3,170,401 VAT Payable, Net ($21,712) VAT Payable, Net ($2,306)

Total Current Liabilities $3,791,348 Total Current Liabilities $3,795,040

Total Liabilities $3,791,348 Total Liabilities $3,795,040 Stockholders' Equity ($17,599,332) Stockholders' Equity ($17,766,407)

Total LIABILITIES & EQUITY ($13,807,984) Total LIABILITIES & EQUITY ($13,971,367) Balance Sheet Check $0 Balance Sheet Check ($0)




Exhibit A-2: Statement of Income (Loss) for Videology Asia PTE Ltd. for the six-month period ending 4/30/19

[Provide a statement of income (loss) for the following periods:

(i) For the initial report:

a. the period between the end of the preceding fiscal year and the end of the most recent 3-month period of the current fiscal year; and

b. the prior fiscal year.

(ii) For subsequent reports, since the closing date of the last report.

Describe the source of this information.]

See Attached

VG Liquidation Ltd. Videology Asia Income Statement

From Nov 2018 to Apr 2019

Financial Row Amount

Inventory Costs $ 92,209

Inventory Contribution (92,209)

Gross Profit (92,209) Operating Expenses

Payroll Expenses 100,618 Office/General Administrative Expenses 107,797

Total Operating Expenses 208,416 Operating Income (Loss) (300,625) Other Income and Expenses (460,781) Net Income (Loss) $ 160,156




Exhibit A-3: Statement of Cash Flows for Videology Asia PTE Ltd.

[Provide a statement of changes in cash position for the following periods:






See Global Notes




Exhibit A-4: Statement of Changes in Shareholders’/Partners’ Equity (Deficit) for Videology Asia PTE Ltd. as of 4/30/19

[Provide a statement of changes in shareholders’/partners equity (deficit) for the following periods:






Not applicable




Exhibit B: Description of Operations for Videology Asia PTE Ltd.

[Describe the nature and extent of the Debtor’s interest in the Controlled Non-Debtor Entity.

Describe the business conducted and intended to be conducted by the Controlled Non-Debtor Entity, focusing on the entity’s dominant business segments.


Videology Asia, PTE LTD – 100% owned by VG Liquidation Ltd. formerly known as Videology Limited – This entity is a fully owned subsidiary of VG Liquidation Ltd. formed to fully serve customers based in the Asia Pacific region. This entity enters into commercial agreements with demand and supply side customers.




Exhibit C: Description of Intercompany Claims

[List and describe the Controlled Non-Debtor Entity’s claims against any other Controlled Non-Debtor Entity, together with the basis for such claims and whether each claim is contingent, unliquidated or disputed.


Not Applicable




Exhibit D: Allocation of Tax Liabilities and Assets

[Describe how income, losses, tax payments, tax refunds, or other tax attributes relating to federal, state, or local taxes have been allocated between or among the Controlled Non-Debtor Entity and one or more other Controlled Non-Debtor Entities.

Include a copy of each tax sharing or tax allocation agreement to which the entity is a party with any other Controlled Non-Debtor Entity.


See Global Notes



14 57731/0003-17421589v1

Debtor Name VG Liquidation Ltd. Case number 18-11124 Exhibit E: Description of Controlled Non-Debtor Entity’s payments of Administrative Expenses, or Professional Fees otherwise payable by a Debtor

[Describe any payment made, or obligations incurred (or claims purchased), by the Controlled Non-Debtor Entity in connection with any claims, administrative expenses, or professional fees that have been or could be asserted against any Debtor.


Not applicable Official Form 426 Periodic Report About Controlled Non-Debtor Entity’s Value, Operations, and Profitability page 11


Official Form 426 - Omni Agent Solutions

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