U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: March 31, 2000
Commission file no.: 0-25657
DIVERSIFIED PRODUCT INSPECTIONS, INC.
f/k/a
SHOE KRAZY, INC.
------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 65-0877741
- ------------------------------------ -------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
3 Main Street
Oakridge, TN 37830
- ------------------------------------------ ----------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (423) 482-8480
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- ----------------------------------- -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
--------------------------------------------------------
(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
Indicate by Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
---- ----
As of March 31,2000, there are 11,116,900 shares of voting stock of
the registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets..........................................F-2
Consolidated Statements of Operations................................F-3
Consolidated Statements of Stockholders' Equity (Deficiency).........F-4
Consolidated Statements of Cash Flows................................F-5
Notes to Consolidated Financial Statements...........................F-6
F-1
<PAGE>
<TABLE>
<CAPTION>
Diversified Product Inspections, Inc.
Consolidated Balance Sheets
December 31, March 31,
1999 2000
-------------------- ----------------
(audited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $ 53,335 $ 360,130
Accounts receivable 69,226 27,329
Deferred tax assets 22,556 22,556
-------------------- ----------------
Total current assets 145,117 410,015
-------------------- ----------------
PROPERTY AND EQUIPMENT
Equipment 56,639 100,032
Vehicles 45,886 45,886
Less accumulated depreciation (32,722) (41,358)
-------------------- ----------------
Net property and equipment 69,803 104,560
-------------------- ----------------
OTHER ASSETS
Deposit on real property 0 215,000
-------------------- ----------------
Total other assets 0 215,000
-------------------- ----------------
Total Assets $ 214,920 $ 729,575
==================== ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable $ 15,935 $ 16,270
Accrued expenses
Income taxes 11,401 14,779
Salaries 298,275 319,875
Current portion of long-term debt 10,551 16,836
Line of credit payable 21,585 17,585
-------------------- ----------------
Total current liabilities 357,747 385,345
-------------------- ----------------
LONG-TERM DEBT
Deferred taxes 5,178 5,178
Notes payable, net of current portion 31,915 59,015
Loan from shareholder 4,025 4,025
-------------------- ----------------
Total long-term debt 41,118 68,218
-------------------- ----------------
Total Liabilities 398,865 453,563
-------------------- ----------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock, $1.00 and $0.0001 par value,
authorized 10,000,000 and 50,000,000 shares;
9,000,000 and 11,116,900 issued and
outstanding shares 9,000,000 1,112
Additional paid-in capital (8,639,900) 799,801
Accumulated deficit (544,045) (524,901)
-------------------- ----------------
Total stockholders' equity (deficiency) (183,945) 276,012
-------------------- ----------------
Total Liabilities and Stockholders' Equity (Deficiency) $ 214,920 $ 729,575
==================== ================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
Diversified Product Inspections, Inc.
Consolidated Statements of Operations
Three Months Ended March 31,
(unaudited)
1999 2000
------------------ ------------------
<S> <C> <C>
REVENUES $ 154,395 $ 289,444
------------------ ------------------
OPERATING EXPENSES
Compensation:
Officers 45,000 45,000
Others 40,806 74,557
Depreciation 3,689 6,712
General and administrative 44,339 139,036
------------------ ------------------
Total operating expenses 133,834 265,305
------------------ ------------------
Operating Income 20,561 24,139
------------------ ------------------
OTHER INCOME (EXPENSE):
Interest expense (653) (1,616)
------------------ ------------------
Total other income (expense) (653) (1,616)
------------------ ------------------
Net loss before income tax 19,908 22,523
Income tax expense 2,986 3,378
------------------ ------------------
Net income $ 16,922 $ 19,145
================== ==================
Net loss per common share $ 0.002 $ 0.002
================== ==================
Weighted average number of common shares outstanding 9,000,000 11,116,900
================== ==================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
Diversified Product Inspections, Inc.
Consolidated Statements of Stockholders' Equity (Deficiency)
Total
Additional Stockholders'
Number of Common Paid-in Equity
Shares Stock Capital Deficit (Deficiency)
---------------- --------------- ----------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
BEGINNING BALANCE,
December 31, 1998 9,000,000 $ 9,000,000 $ (8,639,900)$ (530,576)$ (170,476)
Year ended December 31, 1999:
Net loss 0 0 0 (13,469) (13,469)
---------------- --------------- ----------------- ------------- ---------------
BALANCE, December 31, 1999 9,000,000 9,000,000 (8,639,900) (544,045) (183,945)
Three months ended March 31, 2000:
- ----------------------------------
(unaudited)
Shares issued for cash 241,900 241,900 198,760 0 440,660
Reverse merger 1,875,000 (9,240,788) 9,240,941 0 153
Net income 0 0 0 19,144 19,144
---------------- --------------- ----------------- ------------- ---------------
BALANCE, March 31, 2000 (unaudited) 11,116,900 $ 1,112 $ 799,801 $ (524,901)$ 276,012
================ =============== ================= ============= ===============
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
Diversified Product Inspections, Inc.
Consolidated Statements of Cash Flows
Three Months Ended March 31,
(unaudited)
1999 2000
------------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 16,922 $ 19,144
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation 3,689 6,712
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (15,553) 41,897
Increase (decrease) in accounts payable (2,076) 335
Increase (decrease) accrued salaries 39,990 21,600
------------------- -----------------
Net cash provided (used) by operating activities 42,972 89,688
------------------- -----------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment (37,886) (42,241)
Deposit on real property 0 (215,000)
------------------- -----------------
Net cash provided (used) by investing activities (37,886) (257,241)
------------------- -----------------
CASH FLOW FROM FINANCING ACTIVITIES:
Shareholder advances 0 0
Shareholder advance repayments (13,500) 0
Common stock sold for cash, net 0 440,660
Proceeds of long-term debt 32,272 42,241
Debt payments (1,138) (8,706)
------------------- -----------------
Net cash provided by financing activities 17,634 474,195
------------------- -----------------
Net increase (decrease) in cash and equivalents 22,720 306,642
CASH and equivalents, beginning of period 20,700 53,335
------------------- -----------------
CASH and equivalents, end of period $ 43,420 $ 359,977
=================== =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid in cash $ 653 $ 1,616
=================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
Diversified Product Inspections, Inc.
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Principles
The Company Diversified Product Inspections, Inc., (the "Company"), is a
Florida chartered corporation which conducts business from its
offices in Oak Ridge, Tennessee. The Company was incorporated on
September 30, 1991. The Company is engaged primarily in the
inspection and investigation of product liability claims. All
investigators are licensed in the state where they practice.
The following summarize the more significant accounting and
reporting policies and practices of the Company:
a) Use of estimates In preparing the financial statements,
management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the date of the
statements of financial condition, and revenues and expenses for the
year then ended. Actual results may differ significantly from those
estimates.
b) Net income (loss) per common share Basic net income (loss) per
weighted average common share is computed by dividing the net income
(loss) by the weighted average number of common shares outstanding
during the period.
c) Property and equipment All property and equipment is recorded at
cost and depreciated over their estimated useful lives, generally 3,
5 or 7 years, using the straight-line method. Upon sale or
retirement, the costs and related accumulated depreciation are
eliminated from their respective accounts, and the resulting gain or
loss is included in the results of operations. Repairs and
maintenance charges which do not increase the useful lives of the
assets are charged to operations as incurred. Depreciation expense
was $3,689 and $6,712 for the three months ended March 31, 1999 and
2000, respectively.
d) Cash and equivalents The Company considers investments with an
initial maturity of three months or less as cash equivalents.
e) Principles of consolidated The consolidated financial statements
include the accounts of Diversified Product Inspections, Inc. and
its wholly owned subsidiary. Inter-company balances and transactions
have been eliminated.
f) Significant acquisition In March 2000, Shoe Krazy, Inc. issued
9,241,900 shares of common stock to acquire all the issued and
outstanding shares of the common stock of Diversified Product
Inspections, Inc., a Florida corporation, in a reverse merger, which
was accounted for as a reorganization of Diversified Product
Inspections, Inc.
g) Interim financial information The financial statements for the
three months ended March 31, 2000 and 1999 are unaudited and include
all adjustments which in the opinion of management are necessary for
fair presentation, and such adjustments are of a normal and
recurring nature. The results for the three months are not
indicative of a full year's results.
(2) Stockholders' Equity The Company has authorized 10,000,000 shares of
$1.00 par value common stock. The Company has 9,000,000 and
11,116,900 shares of common stock issued and outstanding at December
31, 1999 and March 31, 2000.
F-6
<PAGE>
Diversified Product Inspections, Inc.
Notes to Consolidated Financial Statements
(2) Stockholders' Equity (Continued) In September 1991, the Company
issued 9,000,000 shares to its founder for cash of $100. Through
September 1996, the three principal officers and founders of the
Company contributed their services to the Company, in the amount of
$24,000 each per year, totaling $72,000 per year and $360,000 for
the five years. The Company recorded contributed capital and expense
for each of those years.
In January and February 2000, the Company sold 241,900 shares of the
Company's common stock for $440,660 cash, net of offering costs,
under a Regulation D Rule 504 private placement. This offering was
completed through a registered broker/dealer.
(3) Income Taxes Deferred income taxes (benefits) are provided for
certain income and expenses which are recognized in different
periods for tax and financial reporting purposes. The Company had a
net deferred income tax asset of $22,556 and net deferred income tax
liability of $5,178 at December 31, 1999 and March 31, 2000. The
deferred tax asset is composed of accruals not currently deductible,
and the deferred tax liability is composed of the net difference
between book and tax depreciation.
(4) Going Concern As shown in the accompanying financial statements, the
Company incurred a net loss totaling $13,500 for the year ended
December 31, 1999, net income of $19,000 for the three months ended
March 31, 2000, and reflects stockholders' equity of approximately
$276,000 as of March 31, 2000. The Company has entered into a
conditional contract to purchase certain real estate at a price of
$1,800,000. These conditions raise substantial doubt as to the
ability of the Company to continue as a going concern. The ability
of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing. The
Company has retained a registered broker/dealer to raise additional
funds for the Company. The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.
(5) Long-Term Debt The Company is committed to two auto loans with
remaining balances of $4,700 and $27,000 at March 31, 2000. The
Company makes monthly loan payments of $200 and $600 on those loans.
(6) Commitments The Company leased two facilities in Florida and North
Carolina. In addition, the Company leases warehouse storage space in
Florida and Tennessee. The Florida office lease is a month-to-month
lease at $920 per month. The Company is responsible for insuring the
premises. The North Carolina office lease was $900 per month and
expired May 1, 2000. The lease is now on a month-to-month basis. The
warehouse storage lease is also month to month, and the storage
facility bills the Company monthly for space utilized.
The Company is obligated under three capitalized equipment leases
with remaining balances of $9,200, $4,600 and $35,600 at March 31,
2000. Under those leases, the Company is obligated to payments
totaling $10,000, $16,000 and $22,400 for the twelve months ending
March 31, 2001, 2002 and 2003, respectively, and none thereafter.
In February, the Company entered into a lease on a building in
Tennessee comprised with a floor area of approximately 30,000 square
feet. The lease expires December 20, 2000 and the fixed minimum rent
is $30,000 per month (based on $12.00 per square foot per annum).
The lessee has also entered into an agreement to purchase the
facility. Lessee and lessor agree that portions of the fixed minimum
payments shall be applied to the purchase price under the agreement
of sale that follows.
F-7
<PAGE>
Diversified Product Inspections, Inc.
Notes to Consolidated Financial Statements
(6) Commitments (Continued): If the closing and the settlement date is set for
any date within the specified periods:
(a) December 20, 1999 and March 31, 2000, then 100%, or
(b) April 1, 2000 and June 30, 2000, then 85%, or
(c) July 1, 2000 and September 3, 2000, then 75%, or
(d) October 1, 2000 and December 31, 2000, then 50% of all fixed
minimum rent payments paid prior to closing shall be applied
toward the purchase price.
The Company is responsible for taxes, maintenance and insurance of
the premises under the terms of the lease.
(7) Accrued Salaries
Top level management, which consists of three officers, has not taken its
full salaries of $50,000 in 1999and $60,000 in 2000 per annum per person
over the last three and two-quarter years (October 1996 - March 2000). The
Company is planning on setting this liability by cash, stock or a
combination thereof, as soon as it becomes financially feasible. During the
1st Quarters ended March 31, 2000 and 1999 the Company accrued salaries for
these officers in the amount of $21,600 and $39,990, respectively.
Consequently, total accrued salaries consist of $319,875 at March 31, 2000.
F-8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
General
Diversified Products Inspections, Inc., f/k/a/ Shoe Krazy, Inc., a
Florida corporation, (the "Company") was initially a development stage company
with limited assets or capital, and with no operations or income since
approximately 1994. However, in March 2000, the Company was able to facilitate
an acquisition of an operating business. [See: Part II. Item 6. Exhibits and
Reports on Form 8-K - Exhibit No. 2.1]
On March 13, 2000, Shoe Krazy, Inc., (the "Company"), a Florida
corporation, and Diversified Product Inspections, Inc.,("DPI"), a Florida
corporation, and the individual holders of 100%(One Hundred Percent) of the
outstanding capital stock of DPI (the "Holders") consummated a
re-organization(the "Reorganization") pursuant to a certain Agreement and Plan
of Reorganization ("Agreement") of such date. Pursuant to the Agreement, the
Holders tendered to the Company 100% of the issued and outstanding shares of
common stock of DPI in exchange for 10,875,000 plus additional shares to be
issued in connection with financing. Such shares for financing totaled 241,900
making total issued and outstanding shares 11,116,900 of the Company after
completion of the reorganization. Upon closing, DPI became a subsidiary of the
Company. The acquisition is being accounted for as a reorganization of the
Company which subsequently changed its name to Diversified Product Inspections,
Inc.
Simultaneously with the closing of the Reorganization, the then
officer and director of the Company tendered his resignation in accordance with
the terms of the Agreement. John Van Zyll, Ann M. Furlong, Marvin Stacy, Scott
Tracy and David Dowell were elected to serve on the Board of Directors of the
Company (the "Board"). The Board subsequently appointed John Van Zyll as
Chairman of the Board, President and Chief Executive Officer; Ann M. Furlong as
Chief Financial Officer, Secretary and Treasurer; and Marvin Stacy as Chief
Operating Officer of the Company.
Plan of Operation
Over the next twelve months the Company will focus its efforts on
marketing its newly acquired primary business, Subrogation Recovery. This
business entails the determination of the "Origin and Cause" of property damages
and the identification of the defective product which caused such loss. The
Company's proprietary Origin and Cause data on over 300,000 products enables it
to quickly identify a manufacturer of a defective product which it can sell to
market participants in the Insurance Industry at cost-effective levels.
The Company changed its fiscal year end to December 31 to conform
with the fiscal year end for its subsidiary.
1
<PAGE>
Results of Operations for the Three Months Ended March 31, 2000 and 1999
Financial Condition, Capital Resources and Liquidity
At March 31, 2000, the Company had assets totaling $730,000 and
$454,000 in liabilities. The Company has $25,000 in working capital on hand as
of March 31, 2000. A discussion of the
Company's financial condition, capital resources and liquidity as of March 31,
1999 would not be material due to its developmental stage status and recent
reorganization.
It is the Company's intention to raise up to $5,000,000 in cash
through the sale of additional equity capital pursuant to a Regulation D, 506
Private Placement Offering, however, the can be no assurance that they will be
successful in their efforts. The ability of the Company to continue as a going
concern is dependent upon the availability of obtaining additional capital.
Net Operating Losses
The Company has net operating loss carryforwards of $525,000 through
the year 2020. Until the Company's current annual operations begin to produce
earnings, it is unclear whether the Company can utilize such carryforwards.
Year 2000 Compliance
The Company did not experience any material negative impact to its
operations as a result of the Year 2000 calendar change. The Company did not
experience any material impact to its financial condition as a result of
becoming Year 2000 compliant. The Company does not anticipate any material
disruption in its operations in the future as a result of the Year 2000 calendar
change.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
2
<PAGE>
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or
to which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
In January and February 2000, the Company sold 241,900 shares of the
Company's common stock for $440,660 cash, net of offering costs, under a
Regulation D Rule 504 private placement. This offering was completed through a
registered broker/dealer.
On March 13, 2000, the Company's security holders approved the
issuance of 9,241,900 shares of common stock to acquire all the issued and
outstanding shares of the common stock of Diversified Product Inspections, Inc.,
a Florida corporation, in a reverse merger. [See: Part II. Item 4. Submission of
Matters to a Vote of Security Holders]
In February, the Company entered into a lease on a building in
Tennessee comprised of a floor area of approximately 30,000 square feet. The
lease expires December 20, 2000 and the fixed minimum rent is $30,000 per month
(based on $12.00 per square foot per annum). The lessee has also entered into an
agreement to purchase the facility. Lessee and lessor agree that portions of the
fixed minimum payments shall be applied to the purchase price under the
agreement of sale that follows. If the closing and the settlement date is set
for any date within the specified periods:
(a) December 20, 1999 and March 31, 2000, then 100%, or
(b) April 1, 2000 and June 30, 2000, then 85%, or
(c) July 1, 2000 and September 3, 2000, then 75%, or
(d) October 1, 2000 and December 31, 2000, then 50% of all fixed
minimum rent payments paid prior to closing shall be applied
toward the purchase price.
Item 3. Defaults in Senior Securities
None
3
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
On March 13, 2000, the Company's security holders approved the
issuance of 9,241,900 shares of common stock to acquire all the issued and
outstanding shares of the common stock of Diversified Product Inspections, Inc.,
a Florida corporation, in a reverse merger. [See: Part II. Item 6. Exhibits and
Reports on Form 8-K - Exhibit No. 2.1]
On May 19, 2000, the Company's security holders approved the
Amendment to its Articles changing the Company name to Diversified Product
Inspections, Inc., from Shoe Krazy, Inc. filed May 19, 2000.
On May 19, 2000, the Company's security holders approved the
Amendment to the Articles of its newly acquired subsidiary changing the
subsidiary's name to Diversified Product Investigations, Inc., from Diversified
Products Inspections, Inc.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are
incorporated herein by reference, as follows:
<TABLE>
<S> <C>
Exhibit No. Description
- ----------- -------------------------------------------------------
3(i).1 Articles of Incorporation filed October 17, 1994(1)
3(i).2 Articles of Amendment (filed with original 10SB)(1)
3(i).3 * Articles of Amendment changing the Company name to Diversified
Product Inspections, Inc., from Shoe Krazy, Inc. filed May 19, 2000.
3(i).4 * Articles of Amendment changing the Company's newly acquired
subsidiary's name to Diversified Product Investigations, Inc., from
Diversified Product Inspections, Inc. filed May 19, 2000.
3(ii).1 By-laws (1)
10.1 Conditional Lease/Purchase Agreement(2)
27 * Financial Data Schedule
</TABLE>
- ---------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10- SB.
(2) To be provided upon delivery in final written form pursuant to an amendment
to this 10 QSB.
* Filed herewith
(b) See Form 8-K filed during the quarter ended March 31,2000 and attached
hereto as Exhibit No. 2.1.
4
<PAGE>
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Shoe Krazy, Inc.
Date: May 22, 2000 BY: /s/ John Van Zyll
---------------------------
John Van Zyll,
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date Signature Title
May 22, 2000 BY: /s/ John Van Zyll
---------------------------
John Van Zyll President
5
Exhibit 3(i).3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
SHOE KRAZY, INC.
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added or
deleted)
ARTICLE I. NAME. The name of the corporation shall be changed from Shoe
Krazy, Inc. to Diversified Product Inspections, Inc. The principal place of
business of this corporation shall be 222 Lakeview Avenue, Suite 160, West Palm
Beach, FL 33401.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as follows:
N/A
THIRD: The date of each amendment's adoption: May 19, 2000.
FOURTH: Adoption of Amendment(s) check one:
____X___ The amendment(s) was/were approved by the shareholders.
The number of votes cast for the amendment(s) was/were
sufficient for approval.
________ The amendment(s) was/were approved by the shareholders through voting
groups.
The following statements must be separately provided for
each voting group entitled to vote separately on the
amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for
approval by________________________________________________
(Voting Group)
________ The amendment(s) was/were adopted by the board of
directors without shareholder action and shareholder
action was not required.
<PAGE>
________ The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 19th day of May, 2000.
BY: _________________________________________
(By the Chairman or Vice Chairman of the
Board of Directors, President, or other officer
if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
John Van Zyll
Typed or printed Name
President
Title
Exhibit 3(i).4
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DIVERSIFIED PRODUCT INSPECTIONS, INC.
Pursuant to the provision of section 607.1006, Florida Statutes, this
corporation adopts the following articles of amendment to its articles of
incorporation:
FIRST: Amendment(s) adopted: (indicate article number(s) being amended, added
or deleted)
ARTICLE I. NAME. The name of the corporation shall be changed from
Diversified Product Inspections, Inc. to Diversified Product Investigations,
Inc.. The principal place of business of this corporation shall be 3 Main
Street, Oakridge, TN 37830.
SECOND: If an amendment provides for an exchange, reclassification or
cancellation of issued shares, provisions for implementing the
amendment if not contained in the amendment itself, are as follows:
N/A
THIRD: The date of each amendment's adoption: May 19, 2000.
FOURTH: Adoption of Amendment(s) check one:
____X___ The amendment(s) was/were approved by the shareholders.
The number of votes cast for the amendment(s) was/were
sufficient for approval.
________ The amendment(s) was/were approved by the shareholders through voting
groups.
The following statements must be separately provided for
each voting group entitled to vote separately on the
amendment(s):
"The number of votes cast for the amendment(s) was/were sufficient for
approval by ______________________________________________
(Voting Group)
________ The amendment(s) was/were adopted by the board of
directors without shareholder action and shareholder
action was not required.
<PAGE>
________ The amendment(s) was/were adopted by the incorporators without
shareholder action and shareholder action was not required.
Signed this 19th day of May, 2000.
BY: /s/ John Van Zyll
- --------------------------------------------------------
(By the Chairman or Vice Chairman of the
Board of Directors, President, or other officer
if adopted by the shareholders)
OR
(By a director if adopted by the directors)
OR
(By an incorporator if adopted by the incorporators)
John Van Zyll
- ----------------------------------------
Typed or printed Name
President
- ---------------------------------------
Title
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