x
|
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
59-3087128
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
1059
East Tri-County Blvd., Oliver Springs, TN
|
37840
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Name
of exchange on
|
||
Title
of each class
|
which
registered
|
|
None
|
None
|
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company
x
|
|
·
|
all of the Company’s obligations
relating to all mortgages identified in the Purchase
Agreement;
|
|
·
|
all of the Company’s obligations
relating to its Line of Credit/Note Payable identified in the Purchase
Agreement;
|
|
·
|
all of the Company’s obligations
relating to the amounts owed to the Company’s legal counsel, transfer
agent, auditor and all other service providers to the Company;
and
|
|
·
|
all other liabilities of the
Company including its trade liabilities, payroll and taxes, whether known
or unknown.
|
·
|
We
began an investigation regarding a fire in a $7 million residence in
Dandridge, Tennessee in which the homeowner suffered head injuries due to
an explosion. The investigation is currently
continuing.
|
·
|
We
conducted product testing for a manufacturer before the product was
marketed to the public.
|
·
|
We
conducted an air contamination investigation in the home of a well-known
football player.
|
·
|
We conducted an investigation on
a high rise medical facility with severe roof leaks, which were the result
of improper construction.
|
·
|
We extended our services to
include several cases involving medical device manufacturers. One of these
cases involved a full leg brace being used by a polio victim where the leg
brace collapsed, resulting in a broken leg to the user. Another case
involved the metal fracture of an artificial knee implant during normal
use with the result that the implant had to be replaced. In both of these
cases we provided research, engineering analysis and photo documentation;
both cases are still
pending,
|
·
|
The semi-truck axel claim law
suit described in the first bullet point under 2006 was brought to a
satisfactory conclusion.
|
·
|
We conducted an investigation
involving a commercial truck wreck on Interstate 75 near the Kentucky
border. This wreck resulted in the fatalities of two drivers. Components
of the lead truck had been buried as part of a landfill operation by the
towing company. We provided investigation and recovery of the components.
Some components were buried five to six feet deep. These components were
critical to the accident
reconstruction.
|
·
|
We provided consulting services
involving an artificial implant which failed causing additional injury to
the patient.
|
·
|
We conducted an investigation
involving clothes dryer fires. The U.S. Consumer Product Safety Commission
had done extensive testing to further understand the failure mode. After
purchasing a dryer unit, equipping it with vision inspection ports and
installing temperature sensors at four locations, we determined that air
flow patterns could affect the sensing capabilities of the operational
thermostat and the high limiter thermostat. This resulted in higher than
normal operating temperatures within the dryer cabinet and also affected
the heating cycle and the external temperatures of the dryer cabinet,
particularly in the area where the heating element is
located.
|
·
|
We conducted extensive testing of
gas water heater control valves. Throughout the year several claims were
handled investigating fires involving gas hot water
heaters.
|
·
|
We received three requests from
clients to identify product parts using our exemplar (sample parts)
inventory. The purpose was to use our exemplars to identify severely
burned items in connection with determining origins of fires. One of the
requests involved a claim estimated to be $10 million dollars. All three
parts were successfully identified using our inventory. We believe that
such success will promote future opportunities to provide this type of
service.
|
·
|
We provided services which
assisted our clients in recovering 100% of their subrogation claims. A few
examples were: a recovery of $6,000 as a result of a defective braided
supply line; a recovery of $47,000 as a result of a defective copper
supply line; and a recovery of $19,500 as a result of a defective vinyl
supply line.
|
·
|
Our Customer Service Department
conducted a survey regarding the outcome of our clients’ claims. We
surveyed a total of 83 claims in which our clients sought an aggregate of
$918,984. The amount recovered by our clients in such cases due, at least
in part to our reports, was a total of $ 641,654 representing a 69.82%
recovery rate. The average inspection cost to our clients was $250.00.
Therefore, in the claims we surveyed, our clients spent approximately
$20,750 for our services and recovered
$641,654.
|
·
|
Masonite Siding Class Action
lawsuit. We were an expert witness in this lawsuit. We investigated
and took samples from over 2,000 homes in 20 states. The lawsuit covered
13.9 million homes in the United States and resulted in a $4.3 billion
class action settlement.
(1995)
|
·
|
Louisiana Pacific Class Action
lawsuit regarding defective siding. We inspected 2,000 homes in 19 states.
It was the defense's contention that the siding could not be
positively identified once installed. We developed a method of
positively identifying the product through visual inspection and
demonstrated this during deposition. The result was a $750,000
class action settlement.
(1997)
|
·
|
Defective Battery Charger. A
battery charger in California caused a fire in a strip mall causing heavy
damage. We were able to positively identify the origin, cause and
manufacturer. Reliance Insurance was able to subrogate a $1,000,000 claim.
(1999)
|
·
|
Ply-Gen (Hoover) vs. Pulte Home.
Defective siding was installed in over 13,000 homes in Florida. Our
investigations and lab analysis resulted in a $23.3 million settlement to
the homeowners. (1997)
|
·
|
Auto accident in Orlando. Driver
stated that she had applied brakes, but that they did not work. An
independent mechanic inspected the brake system and reported that it
was properly functioning and that the driver was at fault. The insurance
company hired us to inspect the brakes. Our lab was able to determine that
the brake pad material had non-uniform wear characteristics that resulted
in high and low spots. The braking friction of the pads was only 30% of
their design specifications. The insurance company successfully
subrogated the claim. The driver was found to be "not at fault", thus
saving her from points on her license and an increase in her insurance
premium. (1996)
|
·
|
Lamborghini Automobile in Orlando
that burned because of a failure of the
rubber fuel lines. Our laboratory
was able to determine that the rubber fuel lines were not defective.
The owner had installed a high-pressure fuel pump that delivered a
hydraulic pressure in excess of the fuel line manufacturer's
recommendations. It was determined that the owner was at fault.
(1995)
|
·
|
Chevy Silverado burns in Orlando.
We were able to determine that the cause and origin was due to a problem
in the manufacturing process of the dipstick for the transmission. The
dipstick would eject under pressure,
allowing transmission fluid to
spray on the exhaust and cause fires. The
insurance company was able to
successfully subrogate the claim and GM has since corrected the
problem. (1997)
|
·
|
Pedestal fan failures. We
assisted a television consumer investigative reporter in a report
concerning a line of pedestal fans marketed under the trade name SMC which
had caused fires in the Seattle, Washington area. Our research department
provided the reporter with information regarding failures of the same
product in other areas of the country.
(2004)
|
Common
Stock
|
||||||||
High
Bid
|
Low
Bid
|
|||||||
First
Quarter 2008
|
$ | 0.05 | $ | 0.03 | ||||
Second
Quarter 2008
|
$ | 0.04 | $ | 0.041 | ||||
Third
Quarter 2008
|
$ | .04 | $ | 0.035 | ||||
Fourth
Quarter 2008
|
$ | 0.04 | $ | 0.032 | ||||
First
Quarter 2007
|
$ | 0.05 | $ | 0.03 | ||||
Second
Quarter 2007
|
$ | 0.09 | $ | 0.041 | ||||
Third
Quarter 2007
|
$ | 0.041 | $ | 0.035 | ||||
Fourth
Quarter 2007
|
$ | 0.06 | $ | 0.032 |
·
|
Revenue Recognition - We
recognize inspection report revenue when the earnings process is
completed. This typically occurs after our final written report has been
reviewed, approved and submitted. Once the final report has been approved
by management and submitted to the customer, we have no further obligation
to the customer in regards to this matter. We recognize our storage fee
revenue on a pro-rata basis as
earned.
|
·
|
Stock Options - The Company
accounts for its stock options under the fair value recognition provisions
of Financial Accounting Standards Board (“FASB”) Statement No.
123(R
)
,
Share-Based
Payment
(“FAS
123(R)”), using the modified-prospective-transition method. Under that
transition method, compensation costs recognized include: (a) compensation
cost for all share-based payments granted prior to, but not yet vested as
of January 1, 2006, based on the grant date fair value estimated in
accordance with the original provisions of FAS 123, and (b) compensation
cost for all share-based payments granted subsequent to January 1, 2006,
based on the grant-date fair value estimated in accordance with the
provisions of FAS 123(R).
|
·
|
Property and Equipment - Our
property and equipment is recorded at cost and depreciation is computed
using the straight-line method over the estimated useful lives of the
assets. We charge repairs and maintenance to expense as it is
incurred.
|
·
|
Estimates - The preparation of
financial statements requires us to make estimates and judgments that
affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reported periods. We base our estimates and judgments on historical
experience and on various other factors that we believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. There can be no assurances that
actual results will not differ from those estimates. On an ongoing basis,
we evaluate our accounting policies and disclosure practices. In our
opinion, the critical accounting estimates which are more complex in
nature and require a higher degree of judgment include the estimation of
deferred revenue, the determination of the reserve for doubtful accounts
and any valuation allowance that might be needed related to our deferred
income tax assets.
|
December 31
|
||||||||
2008
|
2007
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 505,812 | $ | 462,442 | ||||
Accounts
receivable, net of reserve for doubtful accounts of $30,000 in 2008 and
$50,000 in 2007
|
225,943 | 276,482 | ||||||
Note
receivable
|
74,885 | – | ||||||
Current
portion of deferred income taxes
|
– | 79,343 | ||||||
Prepaid
expenses and other current assets
|
27,615 | 18,655 | ||||||
Total
current assets
|
834,255 | 836,922 | ||||||
Property
and equipment:
|
||||||||
Land
|
96,250 | 96,250 | ||||||
Building
and building improvements
|
757,645 | 735,318 | ||||||
Equipment,
furniture and fixtures
|
359,940 | 402,058 | ||||||
Vehicles
|
132,949 | 132,949 | ||||||
1,346,784 | 1,366,575 | |||||||
Less
accumulated depreciation and amortization
|
430,437 | 409,700 | ||||||
Net
property and equipment
|
916,347 | 956,875 | ||||||
Other
assets
|
5,000 | 5,000 | ||||||
Deferred
income taxes, less current portion
|
– | 289,667 | ||||||
Total
assets
|
$ | 1,755,602 | $ | 2,088,464 |
December 31
|
||||||||
2008
|
2007
|
|||||||
Liabilities
and stockholders’ equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 56,285 | $ | 74,682 | ||||
Accrued
salaries
|
27,631 | 28,783 | ||||||
Accrued
income taxes
|
3,741 | 3,741 | ||||||
Accrual
for settlement of lawsuit
|
250,000 | 30,000 | ||||||
Deferred
revenue
|
130,000 | 127,000 | ||||||
Current
portion of long-term debt
|
51,490 | 52,626 | ||||||
Current
portion of capital lease obligations
|
– | 1,933 | ||||||
Total
current liabilities
|
519,147 | 318,765 | ||||||
Long-term
debt, less current portion
|
663,747 | 716,181 | ||||||
Total
liabilities
|
1,182,894 | 1,034,946 | ||||||
Stockholders’
equity:
|
||||||||
Common
stock:
Par
value—$0.01 per share
Authorized
shares—50,000,000
|
||||||||
Issued
and outstanding shares—20,105,867 in 2008 and 2007
|
201,058 | 201,058 | ||||||
Additional
paid-in capital
|
1,998,586 | 1,998,586 | ||||||
Accumulated
deficit
|
(1,626,936 | ) | (1,146,126 | ) | ||||
Net
stockholders’ equity
|
572,708 | 1,053,518 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 1,755,602 | $ | 2,088,464 |
Year ended December 31
|
||||||||
2008
|
2007
|
|||||||
Revenues:
|
||||||||
Inspections
|
$ | 2,383,029 | $ | 2,147,771 | ||||
Storage
fees
|
299,611 | 291,463 | ||||||
Use
agreement
|
– | 82,167 | ||||||
Total
revenues
|
2,682,640 | 2,521,401 | ||||||
|
||||||||
Operating
expenses:
|
||||||||
Salaries
and related benefits
|
1,607,200 | 1,545,390 | ||||||
Professional
fees
|
255,815 | 261,356 | ||||||
Shipping
and handling costs
|
168,105 | 158,714 | ||||||
Depreciation
and amortization
|
74,638 | 73,143 | ||||||
Other
general and administrative
|
413,251 | 474,107 | ||||||
Total
operating expenses
|
2,519,009 | 2,512,710 | ||||||
Operating
income
|
163,631 | 8,691 | ||||||
|
||||||||
Other
income (expense):
|
||||||||
Interest
expense
|
(47,931 | ) | (49,944 | ) | ||||
Rent
income
|
22,500 | 7,500 | ||||||
Gain
on sale of land
|
– | 146,250 | ||||||
Settlement
of lawsuit
|
(250,000 | ) | (30,000 | ) | ||||
Net
other (expenses) income
|
(275,431 | ) | 73,806 | |||||
|
||||||||
(Loss)
income before income taxes
|
(111,800 | ) | 82,497 | |||||
Income
tax expense:
|
||||||||
Current
state income taxes
|
– | 3,741 | ||||||
Deferred
income taxes
|
369,010 | 34,006 | ||||||
Total
income tax expense
|
369,010 | 37,747 | ||||||
Net
(loss) income
|
$ | (480,810 | ) | $ | 44,750 | |||
|
||||||||
(Loss)
earnings per share:
|
||||||||
Basic
|
$ | (0.02 | ) | $ | 0.00 | |||
Diluted
|
$ | (0.02 | ) | $ | 0.00 |
Number of
Shares
Issued and
Outstanding
|
Common
Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Net
Stockholders’
Equity
|
||||||||||||||||
Balance at
January 1, 2007
|
20,180,867 | $ | 201,808 | $ | 1,997,836 | $ | (1,190,876 | ) | $ | 1,008,768 | ||||||||||
Retired
stock
|
(75,000 | ) | (750 | ) | 750 | – | – | |||||||||||||
Net
income for 2007
|
– | – | – | 44,750 | 44,750 | |||||||||||||||
Balance
at December 31, 2007
|
20,105,867 | 201,058 | 1,998,586 | (1,146,126 | ) | 1,053,518 | ||||||||||||||
Net
loss for 2008
|
– | – | – | (480,810 | ) | (480,810 | ) | |||||||||||||
Balance
at December 31, 2008
|
20,105,867 | $ | 201,058 | $ | 1,998,586 | $ | (1,626,936 | ) | $ | 572,708 |
Year ended December 31
|
||||||||
2008
|
2007
|
|||||||
Operating
activities
|
||||||||
Net
(loss) income
|
$ | (480,810 | ) | $ | 44,750 | |||
Adjustments
to reconcile net (loss) income to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Deferred
income tax expense
|
369,010 | 34,006 | ||||||
Change
in provision for bad debts
|
(20,000 | ) | – | |||||
Depreciation
|
72,862 | 69,591 | ||||||
Amortization
|
1,776 | 3,552 | ||||||
Gain
on sale of land
|
– | (146,250 | ) | |||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
70,539 | 9,991 | ||||||
Note
receivable
|
(74,885 | ) | – | |||||
Prepaid
expenses and other assets
|
(8,960 | ) | (15,741 | ) | ||||
Accounts
payable and accrued expenses
|
(18,397 | ) | 16,889 | |||||
Accrued
salaries
|
(1,152 | ) | 7,008 | |||||
Accrued
income taxes
|
– | 3,741 | ||||||
Accrual
for settlement of lawsuit
|
220,000 | 30,000 | ||||||
Deferred
revenue
|
3,000 | (31,333 | ) | |||||
Net
cash provided by operating activities
|
132,983 | 26,204 | ||||||
Investing
activities
|
||||||||
Proceeds
from sale of land
|
– | 200,000 | ||||||
Purchases
of property and equipment
|
(34,110 | ) | (95,206 | ) | ||||
Net
cash (used in) provided by investing activities
|
(34,110 | ) | 104,794 | |||||
Financing
activities
|
||||||||
Proceeds
from long-term debt
|
– | 56,513 | ||||||
Principal
payments on long-term debt and capital lease obligations
|
(55,503 | ) | (56,862 | ) | ||||
Net
cash used in financing activities
|
(55,503 | ) | (349 | ) | ||||
Net
increase in cash
|
43,370 | 130,649 | ||||||
Cash
at beginning of year
|
462,442 | 331,793 | ||||||
Cash
at end of year
|
$ | 505,812 | $ | 462,442 | ||||
Supplemental
disclosures of cash flow information
|
||||||||
Cash
paid for interest
|
$ | 47,931 | $ | 49,944 |
1.
|
Significant
Accounting Policies
|
1.
|
Significant
Accounting Policies (continued)
|
Building
|
39
years
|
Building
improvements
|
20-39
years
|
Equipment,
furniture and fixtures
|
3-7
years
|
Vehicles
|
5
years
|
1.
|
Significant
Accounting Policies (continued)
|
2.
|
Note
Receivable
|
3.
|
Line
of Credit and Long-Term Debt
|
2009
|
|
$ | 51,490 | |
2010
|
641,407 | |||
2011
|
12,390 | |||
2012
|
9,950 | |||
$ | 715,237 |
Year
|
Year
of
|
NOL
|
||||
Generated
|
Expiration
|
Carryover
|
||||
2000
|
2020
|
$ | 12,696 | |||
2001
|
2021
|
88,508 | ||||
2002
|
2022
|
114,597 | ||||
2004
|
2024
|
53,238 | ||||
2005
|
2025
|
89,993 | ||||
$ | 359,032 |
2008
|
2007
|
|||||||
Deferred
tax assets:
|
||||||||
NOL
carryovers
|
$ | 122,071 | $ | 167,122 | ||||
Deferred
revenue
|
49,777 | 48,628 | ||||||
Expenses
not currently deductible
|
138,966 | 138,966 | ||||||
Accrued
legal settlement
|
95,725 | 11,487 | ||||||
Reserve
for doubtful accounts
|
11,487 | 19,145 | ||||||
Other
|
523 | 523 | ||||||
Total
deferred tax assets
|
418,549 | 385,871 | ||||||
Valuation
allowance
|
(382,503 | ) | – | |||||
Net
deferred tax assets
|
36,046 | 385,871 | ||||||
Deferred
tax liability – tax over book depreciation
|
(36,046 | ) | (16,861 | ) | ||||
Net
deferred tax assets (including $79,343 in 2007 classified as
current)
|
$ | – | $ | 369,010 |
2008
|
2007
|
|||||||
Income
tax at U.S. statutory rates of 34%
|
$ | (38,012 | ) | $ | 28,049 | |||
Effect
of permanent differences
|
1,259 | 3,630 | ||||||
State
income taxes
|
– | 3,741 | ||||||
Increase
in valuation allowance
|
382,503 | – | ||||||
Other
|
23,260 | 2,327 | ||||||
$ | 369,010 | $ | 37,747 |
2008
|
2007
|
|||||||
Basic
and diluted:
|
||||||||
Net
(loss) income
|
$ | (480,810 | ) | $ | 44,750 | |||
Average
shares outstanding
|
20,105,867 | 20,157,790 | ||||||
Basic
and diluted (loss) earnings per share
|
$ | (0.02 | ) | $ | 0.00 |
Name
|
Age
|
Positions
with the Company
|
||
John
Van Zyll
|
68
|
Chairman
of the Board, Chief Executive Officer
|
||
Marvin
Stacy
|
75
|
Chief
Operating Officer and Director
|
||
Ann
M. Furlong
|
56
|
Secretary
and Director
|
||
Warren
Wankelman
|
65
|
Director
and Vice President of Marketing
|
||
Matt
Walters
|
37
|
Director
and Chief Information
Officer
|
Name
and
Principal Position |
Year
Ended
|
Salary
($) |
Bonus
($) |
Stock
Awards |
Non-
Equity Incentive Plan Compensa tion ($) |
Change
in
Pension Value and Non- Qualified Deferred Compensation Earnings ($) |
All
Other
Compensation ($) |
Total
($) |
||||||||||||
John
VanZyll CEO, CFO and Director
|
12/31/2008
12/31/2007
|
69,108
71,435
|
0
15,000
|
0
0
|
0
0
|
0
0
|
0
0
|
69,108
84,435
|
Number of
Shares of |
Percent of
|
|||||
Common
Stock |
Common
Stock |
|||||
Name and Address
|
Beneficially
|
Beneficially
|
||||
of Beneficial Owner (1)
|
Owned (2)
|
Owned
|
||||
Jan
Telander
|
4,724,500(3
|
)
|
23.5
|
%
|
||
John
Van Zyll
|
7,664,011(4
|
)
|
33.9
|
%
|
||
EIG
Capital, Ltd.
|
4,175,815(5
|
)
|
20.8
|
%
|
||
EIG
Venture
|
||||||
Capital
Ltd.
|
4,042,565
|
20.1
|
%
|
|||
Ann
M. Furlong
|
4,725,811(4
|
)
|
20.9
|
%
|
||
Marvin
Stacy
|
4,629,055(4
|
)
|
20.5
|
%
|
||
Warren
Wankelman
|
250,000(6
|
)
|
*
|
|||
Matt
Walters
|
255,000(6
|
)
|
*
|
|||
All
Executive Officers and
|
||||||
Directors
as a Group
|
||||||
(five
(5) persons)
|
17,523,877(7
|
)
|
62.3
|
%
|
Fiscal Year
|
Fiscal Year
|
|||||||
Ended
|
Ended
|
|||||||
December
31, 2008 |
December
31, 2007 |
|||||||
Audit
Fees (1)
|
$ | 66,824 | $ | 47,073 | ||||
Audit
Related Fees
|
$ | – | $ | – | ||||
Tax
Fees (2)
|
$ | 4,074 | $ | 4,363 | ||||
All
Other Fees (3)
|
$ | – | $ | 322 |
Exhibit
|
||
Number
|
Description
|
|
2.1
|
Share
Exchange Agreement between with Diversified Product Inspections, Inc., a
Florida corporation filed with the Commission on Form 8-K on March 6, 2001
and incorporated herein by reference.
|
|
3.1
|
Certificate
of Incorporation of the Company.*.
|
|
3.2
|
Bylaws
of the Company. *
|
|
3.3
|
Agreement
and Plan of Merger between the Company and Diversified Product
Inspections, Inc., a Florida corporation.*
|
|
3.4
|
Certificate
of Merger of Diversified Product Inspections, Inc., a Florida corporation
filed into the Company filed with the Florida Secretary of
State.*.
|
|
3.5
|
Certificate
of Merger of Diversified Product Inspections, Inc., a Florida corporation
filed into the Company filed with the Delaware Secretary of
State.*
|
|
10.1
|
Diversified
Product Inspections, Inc. Year 2001 Employee/Consultant Stock Compensation
Plan filed as an Exhibit to the Company's registration statement on Form
S-8 filed with the Commission on March 6, 2001 and incorporated herein by
reference.
|
10.2
|
Purchase
and Sale Agreement and Escrow Instructions dated as of December 21, 2004
between TN-801 Tri-County, LLC and the Company. Incorporated by reference
to Exhibit 10.3 to the Company’s Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004 (the “2004
10-KSB”).
|
|
10.3
|
Note
for Business and Commercial Loans (Non-Revolving) in the principal amount
of $800,000 dated December 21, 2004 from the Company to AmSouth Bank.
Incorporated by reference to Exhibit 10.4 to the 2004
10-KSB.
|
|
10.4
|
Note
for Business and Commercial Loans (Revolving), dated April 22, 2005 in the
principal amount of $100,000 from the Company to AmSouth Bank.
Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2005 (the “2005
10-KSB”).
|
|
10.5
|
Settlement
Agreement and Asset Purchase Agreement dated as of September 30, 2008
among Diversified Product Inspections, LLC, a Tennessee limited liability
company, the Company, John Van Zyll, Ann Furlong, and Marvin Stacy,
Sofcon, Limited, EIG Venture Capital, Limited, and EIG Capital Investments
Limited. Incorporated by reference to Annex A to the Company’s definitive
proxy statement for its special meeting of shareholders held on March 26,
2009, filed on February 13, 2009.
|
|
14.1
|
Code
of Ethics. Incorporated by reference to Exhibit 10.5 to the 2005 10-
KSB.
|
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to
Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.*
|
Diversified
Product Inspections, Inc.
|
||
Dated:
March 31,
2009
|
By:
|
/s/ John
Van Zyll
|
John
Van Zyll
|
||
Chief
Executive Officer
(Principal
Executive Officer and Principal
Accounting Officer) |
/s/
John Van Zyll
|
||||
John
Van Zyll
|
Chairman
of the Board
|
March
31, 2009
|
||
/s/
Marvin Stacy
|
||||
Marvin
Stacy
|
Chief
Operating Officer and Director
|
March
31, 2009
|
||
/s/
Ann M. Furlong
|
||||
Ann
M. Furlong
|
Secretary
and Director
|
March
31, 2009
|
||
/s/
Warren Wankelman
|
||||
Warren
Wankelman
|
Director
|
March
31, 2009
|
||
/s/
Matt Walters
|
||||
Matt
Walters
|
Director
|
March
31,
2009
|
|
(a)
|
specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of
Directors,
|
|
(b)
|
otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or
|
|
(c)
|
otherwise
properly brought before the meeting by a
shareholder.
|
|
(i)
|
the
name and address of the shareholder who intends to make the nominations,
propose the business, and, as the case may be, the name and address of the
person or persons to be nominated or the nature of the business to be
proposed;
|
|
(ii)
|
a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and, if applicable, intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice or introduced the business specified in
the notice;
|
|
(iii)
|
if
applicable, a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or nominations
are to be made by the shareholder;
|
|
(iv)
|
such
other information regarding each nominee or each matter of business to be
proposed by such shareholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated, or intended to be
nominated, or the matter been proposed, or intended to be proposed by the
Board of Directors; and
|
|
(v)
|
if
applicable, the consent of each nominee to serve as director of the
Corporation if so elected.
|
/s/ John Van Zyll
|
|
John
Van Zyll
|
|
Chairman
of the Board, Chief Executive Officer,
|
|
and
Chief Financial
Officer
|
|
(1)
|
The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
By:
|
/s/
John Van Zyll
|
|
John
Van Zyll
|
||
Chief
Executive Officer,
Chairman
of the Board
|
||
and
Chief Financial
Officer
|