Affidavit and Corporate Resolution for LMIC Inc. Chapter 11 Bankruptcy Filing

Summary

This affidavit, submitted by Luis Negrete, President of LMIC Inc., outlines the company's filing for Chapter 11 bankruptcy in the Southern District of New York. It lists the largest unsecured creditors, confirms there are no secured creditors, and includes a corporate resolution authorizing the bankruptcy filing. The document also provides information about the company's officers, pending litigation, and financial status. LMIC Inc. seeks to reorganize its debts and continue operations as a debtor-in-possession, aiming to protect its assets and address accumulated debts through the bankruptcy process.

EX-10.1 2 v018099_ex10-1.txt Exhibit 10.1 RATTET, PASTERNAK & GORDON OLIVER, LLP Attorneys for the Petitioner 550 Mamaroneck Avenue Harrison, New York 10528 ###-###-#### JONATHAN S. PASTERNAK (6107) ERICA R. FEYNMAN (1351) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - ---------------------------------------------------X In re: Chapter 11 Case No. 05 B _________ LMIC INC. Debtor. Tax ID: 84-1029987 - ---------------------------------------------------X AFFIDAVIT PURSUANT TO LOCAL BANKRUPTCY RULE 1007-2 -------------------------------------------------- STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) LUIS NEGRETE, being duly sworn, deposes and says: 1. I am a member of the Board of Directors and the President of LMIC, Inc., a Delaware corporation with an address at 520 Madison Avenue, 38th floor, New York, New York, 10022, c/o Wharton Capital ("Petitioner"). I submit this Affidavit pursuant to Local Bankruptcy Rule 1007-2. 2. There are no other bankruptcy proceedings pending against the Petitioner. 3. Pursuant to Bankruptcy Rule 1007(d) and the Local Rules of this Court, the Petitioner is required to file with this petition a list containing the names and addresses of the twenty (20) largest unsecured creditors excluding (i) those creditors who or which would not be entitled to vote at a creditors' meeting under 11 U.S.C. Section 702; (ii) such creditors who were employees of the Petitioner at the time of the filing of its petition for reorganization; and (iii) creditors who are "insiders" as that term is defined in 11 U.S.C. Section 101(30). The requisite list of unsecured creditors is annexed hereto as Exhibit "B". 4. In addition, the Petitioner is also required to file a list containing the names and addresses of the five (5) largest secured creditors. Said list is annexed hereto as Exhibit "C". 5. Annexed hereto as Exhibit "D" is a corporate resolution authorizing the Petitioner's Chapter 11 filing. 6. Annexed hereto as Exhibit "E" is a list of the lawsuits currently pending against the Petitioner. 7. No committee of creditors was organized prior to the filing of the Chapter 11 Petition accompanying this Affidavit. 8. Petitioner is a publicly held company registered under the Securities Exchange Act of 1934 and its public shares are traded over the OTC Bulletin Board under the symbol LMIIE. Petitioner is the 100% shareholder of LMIC Manufacturing Inc. d/b/a Linsang Manufacturing Inc. ("Manufacturing"), a joint petitioner herein, which is a contract electronics manufacturing services firm. 9. The Petitioner also maintains an office at 520 Madison Avenue, 38th floor, New York, New York, 10022, c/o Wharton Capital, where it convenes its board meetings. 10. Annexed hereto as Exhibit "F" is a list of the Petitioner's directors, officers and affiliates. 11. There are approximately 19,704,703 publicly held securities of the Petitioner. 12. Substantially all of the Petitioner's books and records are located the Petitioner's primary offices at 6435 Virginia Manor Road, Beltsville, MD 20705. 13. The estimated payroll (exclusive of officers, stockholders and directors and exclusive of payroll taxes) for employees of Petitioner for the thirty days following the filing of the Chapter 11 Petition is $0. The amounts now being paid and proposed to be paid for services to be rendered by the officers of Petitioner as employees, for a period of thirty (30) days following the filing of the Chapter 11 Petition is $0. 14. The estimated additional costs of operations for Petitioner, exclusive of wages and salaries, for the thirty (30) days following the filing of its Chapter 11 Petition aggregate approximately $0. Annexed hereto as Exhibit "G" is the Debtor and Manufacturing's consolidated schedule of assets and liabilities and "H" a consolidated 30 day projection of income and expenses and cash flow, as required by LBR 1007-2(b)(3). 15. The reason for filing the instant Chapter 11 Petition is the same as the reason that Manufacturing is concurrently filing. Specifically, Manufacturing's shareholders have made extensive capital contributions to Petitioner and Manufacturing, which is still in its formative stages and has yet to fully realize the benefits of the substantial capitalizations made to date. As a result, Manufacturing has suffered operating losses and accumulated significant debt to date. Some of the obligations of Manufacturing have been guaranteed or are jointly owed by the Petitioner. 16. The needs and interests of the Petitioner and its creditors will best be served by the Petitioner's possession of its assets and management of its affairs as a Debtor-in-Possession under Chapter 11 until confirmation of a reorganization plan. /s/ Luis Negrete ----------------------- LUIS NEGRETE Member and President Sworn to before me this 6th day of May, 2005. /s/ Jonathan S. Pasternak ------------------------- Notary Public EXHIBIT "B" TWENTY LARGEST UNSECURED CREDITORS OF LMIC INC* ----------------------------------------------- * List does not include insiders within the meaning of 11 U.S.C. Section 101(14) Name of Creditor Estimated Amount - ---------------- ---------------- Ammendale Commerce Center $757,660.75 c/o Polinger Shannon & Luchs 5530 Wisconsin Avenue, Suite 1000 Chevy Chase, MD 20815 Laurus Master Fund $400,000.00 825 Third Avenue, 14th Floor New York, NY 10022 Attn: Lloyd W. Davis Gerome Manufacturing Co. $119,381.46 PO Box 1089 Uniontown, PA ###-###-#### EXHIBIT "C" FIVE LARGEST SECURED CREDITORS OF LMIC INC. Name Estimated Amount - ---- ---------------- NONE EXHIBIT "D" CORPORATE RESOLUTION The undersigned, member of the Board of Directors and President of LMIC Inc., a corporation organized under the laws of the Commonwealth of Delaware (the "Corporation"), does hereby certify that at a duly called meeting of Directors held on the 2nd day of May, 2005, the following resolutions were adopted, and they have not been modified or rescinded, and are still in full force and effect: "RESOLVED, that in the judgment of the Corporation, it is desirable and in the best interests of the Corporation, that its officers be empowered to cause a petition under Chapter 11 of the Bankruptcy Code to be filed by the Corporation upon such date, and in the event, in their discretion, such action should become necessary for the protection of the Corporation and the preservation of its assets without further notice to the officers of the Corporation; and it is further RESOLVED, that the Officers of the Corporation, or any of them, be and they hereby are authorized on behalf of the Corporation to execute and file all petitions, schedules, lists and other papers and to take any and all action which they may deem necessary or proper in connection with such proceedings under Chapter 11, and in that connection to retain and employ Rattet, Pasternak & Gordon Oliver, LLP, and to retain and employ all assistance by other legal counsel or otherwise which they may deem necessary or proper with a view to the successful conclusion of such reorganization case." IN WITNESS WHEREOF, I have hereunto set my hand, this 2ND day of May, 2005. /s/ Luis Negrete ---------------- LUIS NEGRETE Sworn to before me this day of May, 2005 /s/ Jonathan S. Pasternak - ------------------------- Notary Public EXHIBIT "E" PENDING LITIGATION Ammendale Commerce Center LP v. LMIC, Inc., f/k/a Linsang Manufacturing Maryland District Court, Prince George's County Gerome Manufacturing Company, Inc. v. LMIC, Inc., and Linsang Manufacturing, Inc. In the Court of Common Pleas, Fayette County, Pennsylvania No. 683 of 2005 EXHIBIT "F" AFFILIATES, DIRECTORS AND OFFICERS OF LMIC INC Officers: Kwok Li 4814 Montgomery Lane Bethesda, MD 20814 Luis Negrete 1326 Lessard Lane McLean, VA 22101 Payesh Jhaveri 6081 Ducketts Lane Elkridge, MD 21075 Jeffrey Harris 506 Oxford Road Havertown, PA 19083 Mary Faith Boyer 803 Bayfield Street Takoma Park, MD 20912 Shreenath Shetty 47 Valerian Court Rockville, MD 20852 Directors: Kwok Li 4814 Montgomery Lane Bethesda, MD 20814 Luis Negrete 1326 Lessard Lane McLean, VA 22101 Barton Shigmura 5391 Blackhawk Drive Danville, CA 94506 Ajit K. Medhekar 19700 Farewell Avenue Saratoga, CA 95070 Affiliates: LMIC Manufacturing, Inc. d/b/a Linsang Manufacturing Inc. EXHIBIT "G" SUMMARY OF ESTIMATED CONSOLIDATED ASSETS AND LIABILITIES OF LMIC INC AND AFFILIATE SEE ATTACHED EXHIBIT H CONSOLIDATED 30 DAY INCOME & EXPENSE PROJECTIONS OF LMIC INC. AND AFFILIATE SEE ATTACHED RATTET, PASTERNAK& GORDON OLIVER, LLP Attorneys for the Petitioner 550 Mamaroneck Avenue Harrison, New York 10528 ###-###-#### JONATHAN S. PASTERNAK (6107) ERICA R. FEYNMAN (1351) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - --------------------------------------------------X In re: Chapter 11 Case No. 05 B _________ LMIC INC Debtor. Tax ID: 84-1029987 - --------------------------------------------------X CERTIFICATION OF MATRIX LUIS NEGRETE, being duly sworn, deposes and says that he is President and Chief Operating Officer of the above-captioned Petitioner (the "Petitioner"), and that the within List of Creditors made pursuant to the Local Rules of this Court is true, complete and correct to the best of deponent's knowledge and, based upon information and belief, contains the names and post office address, including zip codes, of the Petitioner's creditors, and appropriate taxing authorities. /s/ Luis Negrete ---------------- LUIS NEGRETE Sworn to before me this 6th day of May, 2005 /s/ Jonathan S. Pasternak - ------------------------- NOTARY PUBLIC MATRIX Internal Revenue Service 290 Broadway Fourth Floor New York, NY 10007 Attn: Lisa Wold, Insolvency Group 4 State of Maryland PO Box 17291 Baltimore, MD ###-###-#### Comptroller of Maryland Revenue Administration Division Annapolis, MD 21411-0001 Securities Exchange Commission PO Box 360055M Pittsburgh, PA 15251 Office of the United States Trustee 33 Whitehall Street, 21st Floor New York, NY 10004 Laurus Master Fund 825 Third Avenue, 14th Floor New York, NY 10022 Attn: Lloyd W. Davis Ammendale Commerce Center c/o Polinger Shannon & Luchs 5530 Wisconsin Avenue, Suite 1000 Chevy Chase, MD 20815 Gerome Manufacturing Co. PO Box 1089 Uniontown, PA ###-###-#### Delaware Secretary of State State of Delaware Division of Corporations 7833 Walker Drive 3rd Floor Greenbelt, MD 20770 LMIC Maufacturing, Inc. State of Delaware Division of Corporations 7833 Walker Drive 3rd Floor Greenbelt, MD 20770 Bregman, Berbert, Schwartz & Gilday, LLC 7315 Wisconsin Ave Suite 800 West Bethesda, MD 20814 Attn: Walter Lee, Esq. Cook, Hinginbotham & Adams 55 East Church Street Uniontown, PA 15401 Attn: Jason F. Adams, Esq.