National Heritage Foundation Motion to Dismiss in Maat Inc. Bankruptcy Florida

In re:               )   Case No: 6:05-bk-17325
          )
MAAT, Inc.,              )
           )
Debtor.          )

Secured Creditor, National Heritage Foundation, Inc. ("NHF"), by and through its undersigned attorneys and pursuant to Bankruptcy Code § 707(a), hereby moves the court for entry of an order dismissing this involuntary bankruptcy case for cause and says:

1. This case was commenced by the filing of an involuntary petition against MAAT, Inc. d/b/a Wealth Preservation Certificate, LDC ("WPC") for relief under Chapter 7 of the Bankruptcy Code. As set forth in detail in this motion, the filing of the petition was a pointless exercise because there is no equity in any property that could be administered for the benefit of any unsecured creditor. In fact, the property that is alleged to be property of the involuntary debtor is subject to secured debt in an amount equal to at least three times the value of the property.
2. There is a long history of state court litigation that gave rise to the secured debt. The petitioners are unsecured creditors who are frustrated by the outcome of the state court litigation and who have filed the involuntary petition for the sole purpose of delaying NHF in the enforcement of its rights as a secured creditor. It is therefore appropriate to dismiss this case as a bad faith filing or as one that will cause an unreasonable delay to NHF as a secured creditor. WPC is a defunct foreign corporation formed in St. Vincent and the Grenadines. As an active corporation from approximately 1999 to 2002, WPC engaged in the business of investing in mortgages secured by real property in Florida.
3. NHF loaned WPC $7,363,369 from July 3, 2000 through February 9, 2001. These loans are evidenced by documents known as " wealth preservation certificates" that were issued by WPC in favor of NHF.
4. On or about February 9, 2001, WPC collaterally assigned a first mortgage on a golf course in Seminole County, Florida known as the Magnolia Plantation (" Magnolia Mortgage" ) to NHF to secure WPC' s debt to NHF.
5. WPC defaulted on its debt to NHF. NHF brought two legal actions in state court to collect the debt and to exercise its rights to foreclose the Magnolia Mortgage as collateral assignee. As a result of the state court actions, NHF obtained a money judgment against WPC on February 12, 2004 under which NHF is owed $1,467,802 and a money judgment against WPC on August 2, 2004 under which NHF is owed $573,148. Post judgment interest is accruing under both judgments at the annual rate of 7%.
6. As part of the state court litigation, NHF also foreclosed the Magnolia Mortgage and obtained a foreclosure judgment on March 29, 2005. The undersigned holds the proceeds of the foreclosure sale in the amount $965,000.00 in his firm' s trustaccount ("Magnolia Mortgage Proceeds"). NHF is the owner of such funds by virtue of the collateral assignment of the mortgage and the subsequent foreclosure judgment. The funds are being held in trust because of a competing claim to the funds by a company known as DCP, Limited ("DCP").
7. DCP is a judgment creditor of WPC that that is owed in excess of $9,582,271. DCP was also collaterally assigned an interest in the Magnolia Mortgage by WPC to secure the debt. No other person or entity has any right or interest in the Magnolia Foreclosure Proceeds.
8. First Credit Commercial Capital Corporation ("FCCCC") serviced and administered loans for WPC.
9. For each of its money judgments, NHF had issued and served a writ of garnishment on FCCCC. The first garnishment writ was served on April 19, 2004 and the second writ was served on August 11, 2004. The garnishment writs created liens in favor of NHF on all property being held by FCCCC in its capacity as an administrator of loans for WPC. These liens secure the total amount due under NHF's money judgments which currently exceeds $2,030,000.
10. As a part of the state court litigation, DCP also obtained a money judgment against WPC under which DCP is owed in excess of $9,582,271. To enforce its money judgments, DCP had issued and served a writ of garnishment on FCCCC on August 4, 2004. The DCP garnishment writ created a lien in favor of DCP on all property being held by FCCCC in its capacity as an administrator of loans for WPC. DCP's garnishment lien is junior to NHF's first garnishment lien on the property.
11. The total debt secured by the garnishment liens of NHF and DCP exceeds $11,600,000.
12. After NHF obtained its money judgments and served its first writ of garnishment, FCCC brought an interpleader action in state court seeking to interplead all property of WPC that it was holding and that was subject to NHF' s garnishment writ. In the interpleader action, the state court entered a final judgment ruling that WPC waived any claim to the assets and enjoining WPC from seeking to recover the assets from FCCCC.
13. After all of the above-described litigation in state court, the petitioners, Global Investment, Edward Earl & Karen Kime Hurst Foundation, Mud Dog, LLC, A1451 Trust/Gloria DeAngelis, and Miller IRA/Rosa and Leroy Miller (" Petitioners"), commenced this proceeding by filing an involuntary Chapter 7 petition against MAAT, Inc. d/b/a WPC.
14. Petitioners have filed schedules with their petition claiming that the only property of the involuntary debtor, other than the Magnolia Mortgage Proceeds, is the property in the possession of FCCCC. Petitioners claim that the property consists of cash in the amount of $1,929,125, three promissory notes known as the "FSV notes" in the total principal amount of $138,500 ("FSV Notes") and a promissory note in the principal amount of $1,250,000 made by Douglas Leese in favor of WPC. Petitioners claim that this property has a total value of $3,317,625. Irrespective of the validity of these claims, all of this property is subject to liens in favor of NHF and DCP that entirely consume the value of the property. As a result, there is no equity in the property in favor of any person or entity other than NHF and DCP as a junior lien creditor.
15. In addition, WPC has no claim to the assets being held by FCCCC because the state court in the interpleader action has already entered a judgment ruling that WPC waived any claim to the any of the property and prohibiting WPC from seeking to recover the property from WPC.
16. With respect to the Magnolia Foreclosure Proceeds, the involuntary debtor has no right, title or interest in these funds. NHF is the owner of such funds by virtue of the collateral assignment of the mortgage and the subsequent foreclosure judgment.
17. Petitioners sole purpose in filing the involuntary petition is to delay NHF's enforcement of its garnishment lien rights in the property being held by FCCCC and its ownership rights in the Magnolia Mortgage Proceeds. This purpose evidenced by the fact that the involuntary debtor has no right, title or interest in any of the property that could be liquidated for the benefit any creditor other than NHF and DCP. Filing a petition solely for such a purpose constitutes bad faith and an attempt to impose an unreasonable delay on NHF and therefore serves as cause for the dismissal of the instant case.

WHEREFORE Secured Creditor, National Heritage Foundation, Inc., requests that the court enter an order dismissing this case and awarding such further relief as the court deems just and proper.

MCCLANE TESSITORE



/s/ Michael A. Tessitore
Michael A. Tessitore
Florida Bar No.: 0948039
215 East Livingston Street
Orlando, Florida 32801
(407) 872-0600
(407) 872-1227 FAX
Attorneys for National Heritage
Foundation, Inc.

I HEREBY CERTIFY that a true copy hereof has been served either by electronic transmission on the 13th day of November 2005 or by United States first class mail postage prepaid on the 14th day of November 2005 to the following:

MAAT, Inc. dba
Wealth Preservation Certificate, LDC
5950 Masters Boulevard
Orlando, Florida 32819



Wealth Preservation
Certificate, LDC c/o
Registered Agent,
The Grenadines Trust &
Management Company, Ltd.
Post Office Box 1693
Murrays Road, Kingstown
St. Vincent and The Grenadines, West Indies



Wealth Preservation Certificate, LDC
St. Vincent Trust Service Ltd., Registered Agent
Trust House
112 Bonadie Street
P.O. Box 613
Kingstown
St. Vincent & The Grenadines
West Indies



Wealth Preservation Certificate, LDC
5950 Masters Boulevard
Orlando, Florida 32819



MAAT, Inc.
603 Hillcrest Street
Orlando, FL 32801



Trustee:
Unites States Trustee
135 W. Central Boulevard
Suite 620
Orlando, FL 32801



Robert W. Thielhelm, Esquire
Kirk D. Johnson, Esquire
Post Office Box 112
Orlando, Florida 32802



Sherry Cote-Jarvis
927 South Ridgewood Avenue
Suit A-6
Edgewater, FL 32132



Ed & Karen Hurst Foundation
1205 Maytown Road
Oak Hill, FL 32759



Todd M. Hoepker, Esquire
Post Office Box 3311
Orlando, Florida 32802-3311



Richard H. Malchon, Jr.
Ruden McClosky Smith Schuster &
Russell, P.A.

401 E. Jackson Street Suite 2700

Tampa, FL 33602-5841