Exhibit 10.1

RATTET, PASTERNAK & GORDON OLIVER, LLP
Attorneys for the Petitioner
550 Mamaroneck Avenue
Harrison, New York 10528

(914) 381-7400

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

<PAGE>

                                   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 15401-1089

<PAGE>

                                  EXHIBIT "C"

                 FIVE LARGEST SECURED CREDITORS OF LMIC INC.

Name                                      Estimated Amount
----                                      ----------------

NONE


<PAGE>

                                  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


<PAGE>

                                   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


<PAGE>

                                   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.

<PAGE>

                                   EXHIBIT "G"

            SUMMARY OF ESTIMATED CONSOLIDATED ASSETS AND LIABILITIES
                            OF LMIC INC AND AFFILIATE

SEE ATTACHED


<PAGE>

                                    EXHIBIT H

                CONSOLIDATED 30 DAY INCOME & EXPENSE PROJECTIONS
                           OF LMIC INC. AND AFFILIATE

SEE ATTACHED

<PAGE>


RATTET, PASTERNAK& GORDON OLIVER, LLP
Attorneys for the Petitioner
550 Mamaroneck Avenue
Harrison, New York 10528

(914) 381-7400

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

<PAGE>
                                    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 21297-0365

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 15401-1089

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.