SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2009

DIVERSIFIED PRODUCT INSPECTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
000-25429
 
59-3087128
(State or Other Jurisdiction
 
(Commission
 
( I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)


380 North Old Woodward Ave., Suite 300, Birmingham, MI
 
 48009
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (248) 530-0725

 
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 
 
 

Item 1.01.
Entry into a Material Definitive Agreement.

Stock Subscription

On July 22, 2009, we entered into a Subscription Agreement with EIG Venture Capital, Ltd. (“EIG”), an investment fund controlled by Jan Telander, our Chief Executive Officer and controlling stockholder for the sale by the Company to EIG of an aggregate of  97,751,710 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at a fixed price of $0.01023 per share, in three tranches: (1) the Phase I tranche consisted of 5,767,350 shares of Common Stock for a total purchase price of $59,000, to be purchased by EIG on or before July 16, 2009; (2)  the Phase II tranche  consists of 43,108,504 shares of Common Stock for a total purchase price of $441,000, to be purchased by EIG on or before December 31, 2009; and the Phase III tranche consists of 48,875,855 shares of Common Stock for a total purchase price of $500,000 to be purchased by EIG on or before July 16, 2010. The shares compromising each of the tranches in Phases I through III may be purchased in one or more installments by EIG; provided, that the number of shares required to be purchased in each tranche is purchased in its entirety by the final purchase date specified for the entire tranche.  EIG has completed its purchase of the first tranche of 5,767,350 shares.

Item 3.02.
Unregistered Sales of Equity Securities.

The following table sets forth the sales of unregistered securities since the Company’s last reported sales of unregistered securities in our SEC filings.

           
Principal
 
Total Offering Price/
 
Date
 
Title and Amount   (1)
 
Purchaser
 
Underwriter
 
Underwriting Discounts
 
                   
July 22, 2009
 
5,767,350 shares of common stock.
 
EIG Venture Capital, Ltd.
 
NA
  $ 59,000/NA  

Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to our Articles of Incorporation

On July 8, 2009, the Company  filed a Certificate of Amendment to the Certificate of Incorporation increasing the number of authorized shares of common stock from 50,000,000, par value $.01 per share to 250,000,000, par value $.0001 per share.  The Certificate of Amendment also authorized the issuance of 10,000,000 shares of a new class of preferred stock, par value $.0001 per share, with such rights, preferences and limitations as the Board of Directors may designate.

On July 23, 2009, the Company filed a Certificate of Ownership in the State of Delaware providing for the merger of its wholly-owned subsidiary, ProGreen Properties, Inc. into the Company, and in this merger changing the name of the Company from Diversified Product Inspections, Inc. to ProGreen Properties, Inc.  The change of the Company’s name to ProGreen Properties, Inc. will not become effective until it is approved by the Financial Industry Regulatory Authority as effective for trading purposes in the OTC Bulletin Board market.

 
2
 

Item 9.01.
Financial Statements and Exhibits.

(d)            Exhibits .

Exhibit No.
 
Description
     
3.6
 
Certificate of Amendment to Articles of Incorporation, filed effective July 8, 2009.
     
3.7
 
Certificate of Ownership, merging the Company’s wholly-owned Subsidiary, ProGreen Properties, Inc., into the Company, filed July 23, 2009.
     
10.6
 
Subscription Agreement, dated July 22, 2009, between the Company and EIG Venture Capital, Ltd.

SIGNATURES

Pursuant to the  requirements of the Securities  Exchange Act of 1934, the registrant  has duly  caused  this  report  to be  signed  on its  behalf by the undersigned hereunto duly authorized.

   
DIVERSIFIED PRODUCT INSPECTIONS, INC.
       
Dated:  July 28, 2009
By: 
 
/s/ Jan Telander
   
Jan Telander, Chief Executive Officer
 
EXHIBIT INDEX

Exhibit No.
 
Description
     
3.6
 
Certificate of Amendment to Articles of Incorporation, filed effective July 8, 2009.
     
3.7
 
Certificate of Ownership, merging the Company’s wholly-owned Subsidiary, ProGreen Properties, Inc., into the Company, filed July 23, 2009.
     
10.6
 
Subscription Agreement, dated July 22, 2009, between the Company and EIG Venture Capital, Ltd.

 
3
 

EXHIBIT 3.6

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DIVERSIFIED PRODUCT INSPECTIONS, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Diversified Product Inspections, Inc. (the “corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

FIRST:       That the Board of Directors of the corporation on May 21, 2009, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:

RESOLVED, that the Board of Directors declares advisable, and recommends to the stockholders for adoption, the following amended Fourth Article to replace, in its entirety, the Fourth Article of the corporation’s Certificate of Incorporation:

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Two Hundred Sixty Million (260,000,000), of which Two Hundred Fifty Million (250,000,000,000) are Common Stock, having a par value each of One-Tenth of One Cent ($.0001) per share, and Ten Million (10,000,000) are Preferred Stock, having a par value each of One-Tenth of One Cent ($.0001) per share.

Authority is hereby expressly vested in the Board of Directors of the corporation, subject to the provisions of this Fourth Article and to the limitations prescribed  by law, to authorize the issue from time to time of one or more series of Preferred Stock and with respect to each such series to fix by resolution or resolutions adopted by the affirmative vote of a majority of the whole Board of Directors providing for the issue of such series, the voting powers, full or limited, if any, of the shares of such series and the designations, preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following:

(a)  The number of shares constituting the series and the designation of such series;
(b) The dividend rate on the shares of such series, the conditions and dates upon which       such dividends shall be payable, the relation which such dividends shall bear to the  dividends payable on any other class or classes or series of the corporation’s capital stock, and whether such dividends shall be cumulative or non-cumulative;

 
1
 

(c)  Whether the shares of such series shall be subject to redemption by the corporation at the option of either the corporation or the holder or both or upon the happening of a specified event, and, if made subject to any such redemption, the times or events, prices and other terms and conditions of such redemption;
(d)  The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;
(e)  Whether of not the shares of such series shall be convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of the corporation’s capital stock, and, if provision be made for conversion or exchange, the times or events, prices, rates, adjustments, and other terms and conditions of such conversions or exchanges;
(f)  The restrictions, if any, on the issue or reissue of any additional Preferred Stock;
(g) The rights of the holders of the shares of such series upon the voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and
(h)  The provisions as to voting, optional and/or other special rights and preferences, if any.
 
Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the Common Stock with respect to the same dividend period.

If upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.
 
SECOND:      That the amendment was fully approved and adopted by the written consent on May 21, 2009, of the majority of outstanding shares, in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its President this 8th day of July, 2009.

 
Diversified Product Inspections, Inc.
     
 
By:
/s/ Jan Telander
   
Jan Telander, President
 
 
2
 

EXHIBIT 3.7

STATE OF DELAWARE

CERTIFICATE OF OWNERSHIP

SUBSIDIARY INTO PARENT
Section 253
CERTIFICATE OF OWNERSHIP

MERGING

PROGREEN PROPERTIES, INC.

INTO

DIVERSIFIED PRODUCT INSPECTIONS, INC.
(Pursuant to Section 253 of the General Corporation Law of Delaware)

Diversified Product Inspections, Inc., a corporation incorporated on the 23 rd day of April, 1998, pursuant to the provisions of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
That this corporation owns 100% of the capital stock of ProGreen Properties,  Inc., a corporation incorporated on the 14 th day of July, 2009, pursuant to the provisions of the General Corporation Law of the State of Delaware; and

That this corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the 21 st day of July, 2009, and did merge into itself said ProGreen Properties, Inc., which resolution is in the following words to wit:

WHEREAS this corporation lawfully owns 100% of the outstanding stock of
ProGreen Properties, Inc., a corporation organized and existing under the laws of the State of Delaware, and

WHEREAS this corporation desires to merge into itself the said ProGreen Properties, Inc. and to be possessed of all the estate, property, rights, privileges and franchises of said corporation,

NOW, THEREFORE, BE IT RESOLVED, that this corporation merge into itself said ProGreen Properties, Inc. and assumes all of its liabilities and obligations; and

 
1
 

FURTHER RESOLVED, that this corporation relinquishes its corporate name and assumes in place thereof the name ProGreen Properties, Inc., and that the Certificate of Incorporation of this corporation be so amended to change the name of this corporation to ProGreen Properties, Inc.; and

FURTHER RESOLVED, that the effective time of the amendment to this corporation’s Certificate of Incorporation to change its name shall the opening of business on the day on which the change of the Corporation’s name to ProGreen Properties, Inc. is made effective for trading purposes by the Financial Industry Regulatory Authority; and 

FURTHER RESOLVED, that an authorized officer of this corporation be and he/she is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said ProGreen Properties, Inc. into this corporation, to assume its liabilities and obligations, and to change the name of this corporation to ProGreen Properties, Inc., and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County; and

FURTHER RESOLVED, that the officers of this corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in any way necessary or proper to effect said merger and the change of this corporation’s name in the merger.

IN WITNESS WHEREOF, said parent corporation has caused its corporate seal to be affixed and this certificate to be signed by an authorized officer this 23 rd day of July, 2009.

By:
/s/ Jan Telander
 
Authorized Officer
 
   
Name: Jan Telander
 
Title:   President and Chief Executive Officer
 
 
 
2
 

EXHIBIT 10.6
 
SUBSCRIPTION AGREEMENT
 
DIVERSIFIED PRODUCT INSPECTIONS, INC.
c/o Williams, Williams, Rattner & Plunkett, PC
380 North Old Woodward Ave., Suite 300
Birmingham, Michigan 48009

Gentlemen:
Section 1.    Amount and Method of Payment.  Diversified Product Inspections, Inc., a Delaware corporation (the “Company”), and EIG Venture Capital, Ltd. (the “Purchaser”) have agreed as follows with respect to the sale by the Company to the Purchaser of an aggregate of  97,751,710 shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), at a fixed price of $0.01023_ per share, in three tranches: (1) the Phase I tranche would consist of 5,767,350 shares of Common Stock for a total purchase price of $59,000, to be purchased by the Purchaser on or before July 16, 2009; (2)  the Phase II tranche would consist of 43,108,504 shares of Common Stock for a total purchase price of $441,000, to be purchased by the Purchaser on or before December 31, 2009; and the Phase III tranche would consist of 48,875,855 shares of Common Stock for a total purchase price of $500,000 to be purchased by the Purchaser on or before July 16, 2010. The shares of Common Stock to be purchased by Purchaser are herein referred to as the “Shares”.

Together with this Subscription Agreement, the Purchaser is delivering, or has previously delivered, the full amount of the purchase price (the “Purchase Price”) of US$59,000 for the Phase I purchase of  5,767,350  Shares, and agrees to purchase the 43,108,504 Phase II Shares for a purchase price of $441,000 on or before December 31, 2009, and the 48,875,855 Phase III Shares on or before July 16, 2010 as agreed with the Company. Payment of the Purchase Price shall be made as directed by the Company.  The Shares compromising each of the tranches in Phases I through III may be purchased in one or more installments by the Purchaser; provided, that the number of Shares required to be purchased in each tranche is purchased in its entirety by the final purchase date specified above for the entire tranche.
 
 
- 1 -
 
 
Section 2.    Representations and Warranties of the Company.  The Company represents and warrants to the subscriber that:

2.1           The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the power and authority to carry on its business as conducted or proposed to be conducted by it and to hold title to its property.  The Company has the corporate power and authority to execute and deliver this Subscription Agreement, to conduct such business and to perform its obligations hereunder and consummate the transactions contemplated by each Subscription Agreement tendered by a subscriber that is accepted by the Company (collectively, the “Subscription Agreements”).

2.2           When (i) the Company has received payment for subscriptions in accordance with the provisions of this Subscription Agreement and the Shares are issued to the Purchaser, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock.

2.3           This Subscription Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except that such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and general principals of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

2.4           The Company's execution and delivery of this Subscription Agreement, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under (i) the Company's articles of incorporation or by-laws, (ii) any material agreement, indenture or instrument by which the Company is bound (except to the extent such conflict, breach or default would not have a material adverse effect on the value of the assets or the operation of the business of the Company), or (iii) any law, administrative regulation or court decree (except to the extent such conflict, breach or default would not have a material adverse effect on the value of the assets or the operation of the business of the Company.
 
 
- 2 -
 
 
Section 3.    Representations and Warranties of Purchaser.  In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows:

3.1           The Purchaser is acquiring the Shares solely for the account of the Purchaser, for investment purposes only, and not with a view towards the resale or distribution thereof.  The Purchaser further agrees not to transfer the Shares in violation of the Securities Act, or any applicable state securities law, and no one other than the Purchaser has any beneficial interest in the Shares;

3.2           The Purchaser agrees that it will not sell or otherwise dispose of any of the Shares to a U.S. person (as defined in Regulation S under the Securities Act) unless such sale or other disposition (i) has been registered under the Securities Act or, in the opinion of counsel, is exempt from registration under the Securities Act and (ii) has been registered or qualified or, in the opinion of such counsel, is exempt from registration or qualification under the applicable state securities laws.   The Purchaser may not sell, transfer, or otherwise dispose of the Shares, except in compliance with the applicable rules of the SEC and applicable state securities authorities;

3.3           The Purchaser is not a “U.S. person” as defined in Regulation S under the Securities Act and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser’s investment in the Company.  The Purchaser has the financial ability to bear the economic risks of its entire investment for an indefinite period, would be able to sustain a complete loss of its investment, and the Purchaser has no need for liquidity with respect to its investment in the Company;

3.4           Each of the Purchaser, and if applicable, the Purchaser’s representative, has received and carefully reviewed the periodic reports filed by the Company under the Securities Exchange Act of 1934, as amended. The Purchaser acknowledges and agrees that the foregoing shall be supplemented by subsequent periodic reports filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended.
 
 
- 3 -
 
 
3.5           The Purchaser, and if applicable, the Purchaser’s representative, has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Offering and to verify the accuracy of any representation or information set forth in the Company Reports, and all such questions, if any, have been answered to the full satisfaction of the Purchaser;

3.6           The Purchaser has full power and authority to execute and deliver this Subscription Agreement and to perform the Purchaser’s obligations hereunder, and this Subscription Agreement is a legally binding obligation of the Purchaser enforceable against Purchaser in accordance with its terms; and

Section 4.    All the information which the undersigned has furnished to the Company, or which is set forth herein, is correct and complete as of the date of this Subscription Agreement, and if there should be any material change in such information, the Purchaser will immediately furnish such revised or corrected information to the Company.

Section 5.    Binding Effect.  The Purchaser understands that this subscription is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company’s execution of the Signature Page where indicated.  This Subscription Agreement shall be null and void if the Company does not accept it as aforesaid.  Upon acceptance by the Company and receipt of the Purchase Price, the Company will issue to the Purchaser Notes in the principal amount set forth on the Signature Page hereof.

Section 6.    Restrictive Legend and Stop-Transfer Instructions.
6.1           The Purchaser shall comply with all of the following restrictions prior to reselling any of the Shares:
(a)           Until the Shares have been registered with the United States Securities and Exchange Commission, the Purchaser shall notify the Company about any proposed resale to a U.S. Person (as defined above) which notice must be received by the Company at least five (5) business days prior to such resale;
 
 
- 4 -
 
 
(b)           All offers or sales of the Shares by the Purchaser in the United States or to U.S. persons may only be made pursuant to an effective registration statement filed under this Securities Act or by an exemption from registration under this Securities Act and in compliance with all applicable state securities laws; and
(c)           If requested by the Company, the Purchaser shall provide a satisfactory opinion from legal counsel that the Purchaser’s resale complies with this

Section 6.2.
Any certificate or certificates representing the Shares shall bear an appropriate legend evidencing the preceding restrictions

Section 7.    Confidentiality.  The Purchaser acknowledges and agrees that all information relating to the  Company and the Offering shall be kept confidential by the Purchaser, except as otherwise required by law or made public other than by or through the undersigned.

Section 8.    Nontransferability.  Neither this Subscription Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned by the Purchaser and any attempted assignment shall be null and void.

Section 9.    Amendment; Entire Agreement; Governing Law.  This Subscription Agreement (i) may only be modified by a written instrument executed by the Purchaser and the Company, (ii) together with the investor questionnaire, sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof and supersedes all prior agreements and understandings between or among the parties with respect to the subject matter hereof, (iii) shall be governed by the laws of the State of Delaware applicable to contracts made and to be wholly performed therein, and (iv) shall inure to the benefit of, and be binding upon, the Company and the Purchaser and their respective legal representatives, successors and permitted assigns.

Section 10.    Pronouns; Counterparts.  Unless the context otherwise requires, all personal pronouns used in this Subscription Agreement, whether in the masculine, feminine or neuter gender, shall include all other genders.  This Subscription Agreement may be executed in counterparts and by facsimile and each of such counterparts shall constitute an original, and all of which together shall constitute one and the same document.
 
 
- 5 -
 
 
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of the respective dates and year set forth below.

Phase I shares subscribed: 5,767,350

Aggregate Purchase Price of Phase I Shares subscribed: $59,000

Payment Method: The amount has already been paid.

EIG Venture Capital, Ltd.
 
   
 
Purchaser (please print)
 
   
   
By:
   /s/ Ulf Telander
 
Signature; Title:  Secretary
 
   
Address:
 
    
 
    
 
    
 
   
Date: July 22, 2009
 
ACCEPTED:
 
   
DIVERSIFIED PRODUCT INSPECTIONS, INC.
 
   
By: /s/ Jan Telander, Chief Executive Officer
 
   
Date: July 22, 2009

 
- 6 -