[GRAPHIC OMITTED]
FILED: APR 25, 2000
ENTERED: APR 25, 2000
MICHAEL S. KOGAN, State Bar No. 128500
DANIEL A. LEV, State Bar No. 129622
YALE K. KIM, State Bar No. 188895
ARTER & HADDEN LLP
725 S. Figueroa Street
Suite 3400
Los Angeles, California 90017-5434
Telephone: (213) 430--3000
Facsimile: (213) 617--9255
Attorneys for Howard M.
Ehrenberg, Chapter 7 Trustee
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
LOS ANGELES
In re ) Case No. LA 97-18300-TD
) Chapter 7
HARLYN PRODUCTS, INC., )
) ORDER RE MOTION TO APPROVE SALE OF
Debtor ) PROPERTY OF THE ESTATE
)
) Original Hearing
) ----------------
) Date: April 12, 2000
) Time: 9:30 am
) Place: Courtroom 1345
)
) Continued Hearing
) -----------------
) Date: April 13, 2000
) Time: 9:30 am
) Place: Courtroom 1345
On April 12. 2000, the Motion to Approve Sale of Property of the Estate
(the "Motion"), filed by Howard M. Ehrenberg, the duly appointed, qualified, and
acting Chapter 7 Trustee (the "Trustee") for the bankruptcy estate of the debtor
Harlyn Products, Inc. the "Debtor", came on for its regularly scheduled hearing
before the Honorable Thomas Donovan, United States Bankruptcy Judge, presiding.
Thereafter, the Court continued the hearing on the Motion to April 13, 2000. All
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appearances as noted on the record.
Based on the Notice of Motion and Motion, the memorandum of points and
authorities and declaration filed in support thereof, the documents and
pleadings on file hereIn, all judicially noticeable facts, and after finding
that notice of the Motion was proper under the circumstances, and after further
finding that the proposed sale is in the best interests of the estate, and for
good cause appearing therefor,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:
1. The Motion is granted and approved.
2. The sale of the estate's interest in the corporate shell or the
corporate power and existence of the Debtor, including its authorized but
unissued common capital stock (collectively, the "Property"), by the Trustee to
the successful overbidder Jack Amin (the "Buyer"), is approved for the total
purchase price of $100,000.00 (the "Purchase Price") pursuant to the terms and
conditions of the arrangement described in the Purchase or Exchange Agreement
dated February 4, 2000 (the "Agreement") attached as Exhibit "A" to the
Declaration of Howard M. Ehrenberg filed in support of the Motion. The Buyer has
paid the Purchase Price to the Trustee.
3. The Trustee is hereby authorized and directed to take any and all
actions necessary or appropriate to consummate he sale or arrangement described
in the Agreement in accordance with the terms and conditions set forth in the
Agreement including, without limitation, the following: (1) to amend the
Debtor's articles of incorporation (the "Articles") (i) to change the Debtor's
name, (ii) to cancel or delete all preferred shares
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authorized by the Debtor's current Articles, (iii) to change the corporate
purpose from the jewelry business to any lawful activity recognized under
California law, (iv) to change the current par value of $0.10 per share of the
Debtor's common capital shares to $0.OOl per share, and (v) to authorize and
implement a one hundred-for-one 100-for-1 reverse-split of the common capital
shares of the Debtor currently issued and outstanding; (2) after filing the
Certificate of Amendment and Restatement of Articles of Incorporation of Harlyn
Products, Inc. which is attached hereto as Exhibit "A", with the California
Secretary of State, (vi) to cancel all preferred shares of stock currently
issued and outstanding, if any, (vii) to issue to the Buyer a total of one
million (1,000,000) post-split common capital shares, and (viii) to obtain and
furnish to Buyer a Certificate of Good Standing of the Debtor with the
California Secretary of State.
4. In accordance with the terms and conditions set forth in the Agreement,
the Trustee is hereby further authorized and directed to take any and all
actions necessary or appropriate to issue the 1,000,000 post-split common
capital share certificates without restrictions on their transferability imposed
by any contract, by the Securities Act of 1933, as amended, or by any comparable
state securities laws. When issued by the Trustee pursuant to this Order, the
shares shall he deemed fully paid and non-assessable.
5. The Buyer is a good faith purchaser entitled to the protections afforded
a purchaser pursuant to 11 U.S.C. Section 363(m)
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6. The estate's interest in the Property is sold "as is" "where is" with no
representations or warranties whatsoever as to the condition, fitness for use,
sale or repair, or otherwise.
7. The estate's interest in the Property shall be sold free and clear of
all encumbrances, security interests, and liens with any such encumbrances,
security interests and liens to attach to the proceeds of the sale in the same
priority as under applicable law.
8. The terms of the Agreement for the sale of the Property to the Buyer are
fair as contemplated under either Sections 3(a) (7) and/or (a) (10) of the
Securities Act of 1933 which is specifically found at 15 U.S.C. Sections
77c(a)(7) and (a)(10). As such, the 1,000,000 post-split common shares issued by
the Trustee to the Buyer are exempt from registration with the Securities and
Exchange Commission and shall be freely transferable without restriction.
9. For purposes of the transfer of title, the Court divests title to the
Property from the Debtor and vests title in the Trustee.
10. For purposes of the transfer of title, the vesting of title pursuant to
this Order has the full force and effect of a transfer properly executed under
applicable law.
11. The Trustee is authorized to take any and all actions necessary to
consummate the sale to the Buyer.
12. The Court expressly reserves jurisdiction to resolve any and all
disputes over the terms of the Agreement and over any transaction or event
referenced or contemplated by the
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Agreement
DATED: APR 25, 2000 Thomas B. Donovan
------------------------------
Honorable Thomas Donovan
United States Bankruptcy Judge
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PROOF OF SERVICE BY MAIL
------------------------
I, Donia Kirmsse, declare as follows:
I am employed in the County of Los Angeles, State of California; I am over
the age of 18 years and am not a party to the within action or proceeding. I am
employed by the law firm of Arter & Hadden LLP, located at 725 S. Figueroa
Street, Suite 3400, Facsimile: (213) 617-9255. I am readily familiar with Arter
& Hadden LLP's business practice for collection and processing of correspondence
for mailing with the United States Postal Service and am aware that envelopes
placed for collection and mailing within the firm of Arter & Hadden LLP will be
deposited within the United States Postal Service on the same day for first
class mailing in the ordinary course of business. On April 24, 2000, I served
the within ORDER RE MOTION TO APPROVE SALE OF PROPERTY OF THE ESTATE on the
interested parties in said action, by placing a true and correct copy thereof in
a sealed envelope with postage thereon fully prepaid, in the United States mail
at Los Angeles, California as follows:
SEE ATTACHED SERVICE LIST
I declare that I am employed in the office of a member of the bar of the
court at whose direction the service was made. 1 declare under penalty of
perjury under the laws of the United States of America that the foregoing is
true and correct.
Executed on April , 2000, at Los Angeles, California.
---------------------------------------------
Donia Kirmsse
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SERVICE LIST
------------
Office of the U.S. Trustee
221 North Figueroa St., Suite 8O0
Los Angeles, CA 90012
Debtor
Harlyn Products, Inc.
1515 South Main Street
Los Angeles, CA 90015
Debtor's Counsel
Jeffrey N. Pomerantz, Esq.
Pachulski, Stang, Zieh] & Young, P.C.
10100 Santa Monica Blvd #1100
Los Angeles, CA 90067
Chapter 7 Trustee
Howard M. Ehrenberg, Esq.
Sulmeyer, Kupetz, Baumann & Rothman
300 S. Grand Ave., 14th Flr.
Los Angeles, CA 90071
Interested Party
Mr. Jack Amin
369 South Doheny Dr., Suite 326
Beverly Hil1s, CA 90211
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NOTE TO USERS OF THIS FORM
Physically attach this form as the last page of the proposed Order or Judgement.
Do not file this form as a separate document.
In re: CHAPTER 7
HARLYN PRODUCTS, INC. Debtor CASE NUMBER: LA 97-18300-TD
NOTICE OF ENTRY OF JUDGEMENT OR ORDER
AND CERTIFICATE OF MAILING
TO ALL PARTIES IN INTEREST ON THE ATTACHED SERVICE LIST:
1. You are hereby notified, pursuant to Local Bankruptcy Rule 9021-1(1)(a)(v),
that a judgement or order entitled:
ORDER RE MOTION TO APPROVE SALE OF PROPERTY OF THE ESTATE
was entered on Apr 25, 2000
2. I hereby certify that I mailed a copy of this notice and a true copy of the
order or judgment to the persons and entities on the attached service list
on (specify date):
APR 25, 2000
JON D. CERETTO
Clerk of the Bankruptcy Court
By /s/
-----------------------------
Deputy Clerk
