UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2004
OR
[ ] Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from _____________- to ______________
Commission file number 0-29245
Ashlin Development Corporation
(Name of small business issuer in its charter)
FLORIDA 65-0452156
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4400 FEDERAL HIGHWAY, SUITE 210
BOCA RATON, FLORIDA 33431
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (561) 391-6196
Securities registered under Section 12(b) of the Exchange Act:
NONE
Name of each exchange on which registered:
OTC BULLETIN BOARD
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class)
This Form 10-KSB/A-1 is being filed to amend Part III, Items 9 through 12, and
Item 14 of its Annual Report on Form 10-K for the year fiscal ending December
31, 2004.
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference to Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $6,342,587.61
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. The aggregate market value of the voting
stock held by non-affiliates on December 31, 2004 was $207,493.72 (computed at
the closing price of the common stock of the issuer outstanding which was $.07
on December 30, 2004).
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] No [ ]
As of April 26, 2005, 4,552,813 shares of the registrant's Common Stock were
outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The purpose of this amendment is the amend Part III of the Annual Report on Form
10-KSB for Ashlin Development Corporation (the "Company" or "Ashlin") as filed
with the Securities and Exchange Commission (the "Commission") on March 31, 2005
for the fiscal year ended December 31, 2004. Certain information required by
Part III was to be incorporated by reference to the Company's definitive proxy
statement for the 2005 annual meeting of stockholders (the "Proxy Statement").
The Company's definitive Proxy Statement will not be filed with the Commission
within 120 days of the end of the fiscal year ended December 31, 2004. Part III,
Items 9 through 14 are hereby amended by this amendment to the Company's Annual
Report on Form 10-KSB.
2
TABLE OF CONTENTS
PART III: PAGE
----
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........... 1
ITEM 10. EXECUTIVE COMPENSATION....................................... 2
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS................... 5
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............... 7
ITEM 13. EXHIBITS..................................................... 8
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................... 8
i
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
As of April 26, 2005, our directors and executive officers are:
NAME AGE POSITION/OFFICE
- ----------------------- ---- ---------------
James A. Brown (1)(4) 52 Chairman of the Board, Chief Executive Officer and Secretary
Steven Pomerantz (3)(4) 48 Director
Ted Alflen (1)(2)(4) 58 Director
- ----------
(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the stock option committee.
(4) Member of the special committee.
The following is a brief description of the background of our directors and
executive officer:
JAMES A. BROWN has been the Chief Executive Officer and Secretary since
September 2004, Chairman of the Board since May 2003, and Chairman of the Audit
Committee since August 2003. Mr. Brown was the Chief Operating Officer of
Private Investor Reserves Corp., a financial services firm, from May 2000
through 2004. From December 1998 to April 2000, Mr. Brown was the co-founder and
Chief Executive Officer of A.S. Partners.com, Inc., an internet application
service provider.
STEVEN POMERANTZ has been a director since 1994. He has been the President of
TDR Safety Products, a touch free, self-serve car wash, since 2002. From
November 2000 to December 2001, Mr. Pomerantz was the Chairman of our Board and
Treasurer, and he was our Chief Executive Officer from March 1998 until December
2001. He was our President from March 1998 until November 2000. From 1995 to
March 1998, Mr. Pomerantz was our Vice President of Finance and Chief Operating
Officer.
TED ALFLEN has been a director since October 2000. In March 1991, Mr. Alflen
founded TCCD International Inc. and served as President from 1991 to present.
TCCD manufactures and markets crystal deodorants. TCCD recently acquired Real
Natural Products and the Moistic brand of all natural lip balms. Mr. Alflen has
been in sales and marketing for over 29 years.
Each director holds his office until the next annual meeting of the shareholders
unless he resigns or is removed.
AUDIT COMMITTEE
We maintain an audit committee, the members of which are Messrs. Brown and
Alflen. Mr. Brown is the Chairman of the audit committee and is the audit
committee financial expert serving on our audit committee. However, Mr. Brown is
not independent, as independence for audit committee members is defined under
the Exchange Act of 1934.
CODE OF ETHICS
We have adopted a written code of ethics that applies to our principal executive
officer, senior financial officers and persons performing similar functions.
Upon written request to our corporate secretary by U.S. mail, we will provide,
at no charge, a copy of such code of ethics to any person requesting a copy.
1
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
us under Rule 16a-3(e) of the Securities Exchange Act of 1934 during the fiscal
year ended December 31, 2004, we are not aware of any person that failed to file
on a timely basis, as disclosed in the aforementioned forms, reports required by
Section 16(a) of the Exchange Act during the fiscal year ended December 31,
2004.
ITEM 10. EXECUTIVE COMPENSATION
The following table provides a summary of cash and non-cash compensation for
each of the last three fiscal years ended December 31, 2004, 2003 and 2002
received by each our chief executive officers and our other executive officers
whose total annual salary and bonus exceeded $100,000 during fiscal year 2004
(each a "Named Officer" and collectively the "Named Officers"). No other
executive officers were paid salary and bonus compensation by us which exceeded
$100,000, during 2004.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- -------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($)(1)) ($) ($)(2) OPTIONS(#)(3) ($) (4)
- -------------------------- ---- ------- ------- ------------ ------------- ------------
James A. Brown (5) 2004 27,817 - - - 59,000
Chairman of the Board, 2003 - - - - 10,000
Chief Executive Officer
and Secretary 2002 - - - - -
Christopher Tisi (5) 2004 157,793 76,813 - 50,000 -
Former President, Chief 2003 147,000 251,857 - 50,000 -
Executive Officer and
Secretary 2002 164,983 7,249 - 50,000 -
- ---------------------
(1) Payment of $32,578 of Christopher Tisi's 2001 salary was deferred in 2001
and was paid during 2002 in twelve equal monthly installments.
(2) The Named Officers did not receive any other annual compensation not
categorized as salary or bonus except for perquisites and other personal
benefits which in the aggregate did not exceed the lesser of $50,000 or 10%
of the total annual salary and bonus reported for such Named Officer.
(3) In each of 2002, 2003 and 2004, Mr. Tisi was granted options under our 1998
Stock Option Plan for the purchase of 50,000 shares of common stock. Such
options were granted at the then current market value of the shares. All of
these options terminated on January 28, 2005, the effective date of our
Plan or Reorganization.
(4) Prior to becoming our Chief Executive Officer, Mr. Brown received
approximately $59,000 of consulting fees in 2004 in consideration of his
services to the Company. Mr. Brown's $10,000 of other compensation in 2003
represents the value of the 100,000 shares of our common stock when
received by Mr. Brown on August 13, 2003.
(5) Mr. Tisi assumed the position of Chief Executive Officer, Secretary and
Interim Chairman of the Board on December 14, 2001. Mr. Tisi has served as
President since October 1, 2000. Mr. Tisi resigned as an officer of the
Company on September 26, 2004, and on such date Mr. Brown assumed the
position of Chief Executive Officer and Secretary.
2
STOCK OPTION GRANTS
The following table contains information concerning the grant of stock options
under our 1998 Stock Option Plan to the Named Officers during 2004.
OPTION GRANTS IN 2004
Individual Grants
Number of Securities % of Total Exercise
Underlying Options Options Granted or Base
Granted to Employees in Price Expiration
Name (#) (1) 2004 ($/Sh) Date (2)
- -------------------------- -------------------- --------------- -------- ----------
James A. Brown (3) - - - -
Chairman of the
Board,Chief Executive
Officer and Secretary
Christopher Tisi (3) 50,000 100% $.30 02/11/06
Former President,
Chief Executive
Officer and Secretary
- ----------
(1) All options granted in 2004 are non-qualified stock options and are not
intended to qualify as an incentive stock option ("ISOs") under Section 422
of the Internal Revenue Code of 1986, as amended. The options are
exercisable as of the date of grant. The options were granted at fair
market value on the date of the grant.
(2) The term of the option is four (4) years from the date of grant unless
terminated earlier due to termination of employment, disability or death.
(3) Mr. Tisi resigned as an officer of the Company on September 26, 2004 and
all of his options terminated on January 28, 2005, the effective date of
our Plan of Reorganization.
We do not currently have (and have not previously had) any plan pursuant to
which any stock appreciation rights ("SARs") may be granted.
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information relating to options exercised during
2004 by each of the Named Officers and the number and value of options held on
December 31, 2004 by each of them.
3
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED DECEMBER 31, 2004
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Shares Value Underlying Unexercised In-the-money Options at
Acquired on Realized Options at Dec. 31, 2004 (#) Dec. 31, 2004 ($)(1)
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ------------- -------- ------------- -------------- ----------- -------------
James A. Brown - - - - - -
Chairman of the
Board, Chief
Executive Officer and
Secretary
Christopher Tisi (2) - - 252,000 - - -
Former President,
Chief Executive
Officer and Secretary
- ----------
(1) Total value of unexercised options is based upon the difference between the
last sales price of our common stock on the Nasdaq National Market System
on December 31, 2004, which was $.04 per share, and the exercise price of
the options, multiplied by the number of option shares.
(2) Options granted under our 1998 Stock Option Plan. All of his options
terminated on January 28, 2005, the effective date of our Plan of
Reorganization.
No options to purchase common stock were exercised by our executive officers
during the year ended December 31, 2004.
COMPENSATION OF DIRECTORS
During 2004, we paid to each of our non-employee directors meeting fees of $500
for attendance at each board meeting. Pursuant to the terms of the Stock Option
Plan, a grant of a stock option for the purchase of common shares may be made to
each non-employee director. Those options are granted at an exercise price equal
to the fair market value of our common stock on the date of grant, and become
25% vested on each anniversary date of grant or, if earlier, upon a change of
control as defined in the plan and expire ten years from the date of grant or
earlier in the event service as a director ceases. We did not grant stock
options to our non-employee directors in the last fiscal year.
EMPLOYMENT AGREEMENTS
Effective January 28, 2005, the effective date of our plan of reorganization, we
entered into an employment agreement with James Brown, which provides for:
o Salary of $9,200 per month until the 30th calendar day following the
Company's discharge from bankruptcy, and thereafter at a rate of
$7,000 per month; and
o The issuance by the Company to James Brown of 300,000 shares of its
Common Stock, having an agreed value on the date of issuance of $0.04
per share and $12,000 in the aggregate, which are shares subject to
repurchase by the Company in the event Mr. Brown terminates his
employment with the Company for any reason at any time prior to the
first anniversary of the agreement, or his employment with the Company
is terminated by the Company for cause.
On March 3, 2005, we entered into a letter agreement with James Brown, which
provides for:
o The issuance of 320,000 shares of common stock of the Company on March
3, 2005 having an aggregate value of $32,000 or $0.10 per share, the
per share fair market value of our common stock on March 3,
4
2005, which shares are subject to, repurchase by the Company in the
event Mr. Brown terminates his employment with the Company for any
reason at any time prior to the first anniversary of his employment
agreement, or his employment with the Company is terminated by the
Company for cause.
On April 8, 2004, we entered into a new two-year employment agreement with Mr.
Tisi, our Chief Executive Officer and President, effective as of January 1,
2004. The agreement:
o increased his base salary from $147,000 to $164,000;
o provides for a quarterly bonus of the sum of 5% of the increase in net
revenues compared to the same quarter in the prior year and 10% of the
net income. One third of the bonus was payable at the conclusion of
the applicable quarter; one third was payable on the conclusion of the
following quarter based on cumulative results for the year through the
end of such quarter compared to the prior year's year to date results,
and one third was payable at year end based on a comparison to the
prior years results;
o provided for the payment of the unpaid portion of his 2003 bonus
($173,681) and the incremental increase in his annual salary in 12
equal monthly installments beginning April 1, 2004;
o provided for an annual grant of options to purchase 50,000 shares of
our common stock under the 1998 Stock Option Plan;
o provided for the payment of $275,000 in severance upon a change in
control of the Company if we terminate the agreement other than for
cause, unless we enter into an agreement regarding his continued
employment; and
o provided he will not compete with us for a one year period after the
termination of the contract (other than termination without cause) in
the wholesale distribution or sale in the United States to retailers
or intermediaries of products which directly or otherwise
significantly compete with products sold or distributed by us.
On September 24, 2004, we entered into a Second Amendment to Employment
Agreement with Christopher Tisi, which provided a base salary of 10% less than
his then current base salary during the period which began on September 26, 2004
and ended on January 25, 2005.
Mr. Tisi's employment agreement, as amended terminated effective January 25,
2005.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The table below sets forth information regarding the beneficial ownership of our
common stock as of April 26, 2005, by the following individuals or groups:
o each person whom we know beneficially owns more than 5% of the common
stock;
o each of our directors and nominees for director;
o our Named Officers, and
o all of our directors, director nominees and executive officers as a
group.
5
SHARES OF COMMON STOCK BENEFICIALLY OWNED
-----------------------------------------------------
NUMBER OF SHARES AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1) SHARES BENEFICIALLY OWNED (2) PERCENT OF CLASS (3)
- ------------------------------------------------- ------------------------------ --------------------
James A. Brown 720,000 15.8%
Christopher Tisi 416,788 9.2%
Steven Pomerantz 401,829(4) 8.7%
Ted Alflen 105,000(4) *
Tony D'Amato 255,000 7.0%
1526 Michigan Avenue, #1
Miami Beach, FL
All executive officers and directors as a group 1,643,617(3)(4) 35.7%
(3 persons)
- --------------------
Less than 1%.
(1) The address of each executive officer and director is c/o the Company, 4400
Federal Highway, Suite 210 Boca Raton, Florida 33431.
(2) Unless otherwise noted, all persons named in the table have sole voting and
dispositive power with respect to all shares of common stock beneficially
owned by them.
(3) Based upon 4,552,813 outstanding shares as of April 26, 2005, and, with
respect to each holder of options exercisable, or notes convertible, within
60 days of April 26, 2005, the shares issuable under such instruments.
(4) Share ownership of the following persons includes shares subject to
immediately exercisable options or options exercisable within 60 days of
April 26, 2005, as follows: for Mr. Pomerantz - 50,000 shares, and for Mr.
Alflen - 5,000 shares. Other than the options described in the previous
sentence, all of our options terminated on January 28, 2005, the effective
date of our Plan of Reorganization.
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES REMAINING
TO BE ISSUED UPON EXERCISE PRICE OF AVAILABLE FOR FUTURE ISSUANCE
EXERCISEOF OUTSTANDING OUTSTANDING UNDER EQUITY COMPENSATION PLANS
OPTIONS, WARRANTS AND OPTIONS, WARRANTS (EXCLUDING SECURITIES REFLECTED IN
PLAN CATEGORY RIGHTS (a) AND RIGHTS COLUMN (a))
- ------------------------- ---------------------- ----------------- ----------------------------------
Equity compensation plans
approved by security
holders 606,500 $.43 643,500
Equity compensation plans
not approved by security
holders (1)
------- ---- -------
TOTAL 606,500 $.43 643,500
(1) We do not maintain equity compensation plans that have not been approved by
our stockholders.
6
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
As of February 2004, the Board expanded the role of our Chairman, James Brown.
Mr. Brown, who has to-date focused primarily on opportunities that might
strategically enhance shareholder value, will have more day-to-day interaction
in areas such as financial management and strategic direction. For these
services, Mr. Brown's compensation was increased in February 2004 from $3,000
per month to $8,000 per month through July 31, 2004. In connection with his
assumption of the role of Chief Executive Officer, on September 26, 2004, Mr.
Brown's compensation was raised to $9,200 per month.
On January 28, 2005 (the "Effective Date"), the U.S. Bankruptcy Court, Southern
District of Florida, in Fort Lauderdale, Florida (the "Bankruptcy Court")
declared the Amended Plan of Reorganization (the "Plan") of Ashlin Development
Corporation, a Florida corporation (f/k/a Health & Nutrition Systems
International, Inc.) (the "Company") effective. As a result, Mr. James A. Brown,
the Company's Chief Executive Officer and the Chairman of the Board of its Board
of Directors will be issued 300,000 shares of common stock of the Company (the
"Shares") in accordance with the terms of the Employment Agreement dated
November 19, 2004, between the Company and Mr. Brown, which was subject to the
effectiveness of the Plan (the "Employment Agreement"). The parties have agreed
that the fair market value of the Shares as of the date of issuance is the
closing price of the common stock on November 18, 2004 multiplied by the number
of Shares (the "Issuance Value"). The Employment Agreement also provides that
Mr. Brown will continue to serve as Chief Executive Officer of the Company until
November 19, 2005 and will receive annual compensation of $86,200. The Company
will have the right to repurchase the Shares at the Issuance Value if Mr. Brown
leaves the Company prior to the expiration of the Employment Agreement, or in
the event he is terminated for cause.
The Company entered into an employment agreement with Mr. Brown, which provides
for:
o Salary of $9,200 per month until the 30th calendar day following the
Company's discharge from bankruptcy, and thereafter at a rate of
$7,000 per month; and
o The issuance by the Company to Mr. Brown of 300,000 shares of its
Common Stock having an agreed value on the date of issuance of $0.04
per share and $12,000 in the aggregate, which are shares subject to
repurchase by the Company in the event Mr. Brown terminates his
employment with the Company for any reason at any time prior to the
first anniversary of the agreement, or his employment with the Company
is terminated by the Company for cause.
On March 3, 2005, we entered into a letter agreement with James Brown, which
provides for:
o The issuance of 320,000 shares of common stock of the Company on March
3, 2005 having an aggregate value of $32,000 or $0.10 per share, the
per share fair market value of our common stock on March 3, 2005,
which are shares subject to repurchase by the Company in the event Mr.
Brown terminates his employment with the Company for any reason at any
time prior to the first anniversary of his employment agreement, or
his employment with the Company is terminated by the Company for
cause.
On April 8, 2004, Mr. Tisi entered into a new two-year employment contract
effective as of January 1, 2004. The contract
o increased his base salary from $147,000 to $164,000;
o provided for a quarterly bonus of the sum of 5% of the increase in net
revenues compared to the same quarter in the prior year and 10% of the
net income. One third of the bonus was payable at the conclusion of
the applicable quarter; one third was payable on the conclusion of the
following quarter based on cumulative results for the year through the
end of such quarter compared to the prior year's year to date results,
and one third was payable at year-end based on a comparison to the
prior years results;
o provided for the payment of the unpaid portion of his 2003 bonus
($173,681) and the incremental increase in his annual salary in 12
equal monthly installments beginning April 1, 2004;
7
o provided for an annual grant of options to purchase 50,000 shares of
our common stock under the 1998 Stock Option Plan;
o provided for the payment of $275,000 in severance upon a change in
control of the Company if we terminated the agreement other than for
cause, unless we entered into an agreement regarding his continued
employment; and
o provided that he will not compete with us for a one year period after
the termination of the contract (other than termination without cause)
in the wholesale distribution or sale in the United States to
retailers or intermediaries of products which directly or otherwise
significantly compete with products sold or distributed by us.
On September 24, 2004, we entered into a Second Amendment to Employment
Agreement with Christopher Tisi, which provided a base salary of 10% less than
his then current base salary during the period which began on September 26, 2004
and ended on January 25, 2005.
Mr. Tisi's employment agreement, as amended, terminated effective January 25,
2005
ITEM 13. EXHIBITS
The following documents are filed and attached as part of this report:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
31.1 Certification Pursuant to Item 601(b)(31) of Regulation S-K, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
For the fiscal years ended December 31, 2004 and 2003, the aggregate fees billed
by Daszkal Bolton LLP (DB) were as follows:
AUDIT FEES
DB billed us approximately $39,000 and $28,000 for professional services
rendered for the audit of our annual financial statements for the years ended
December 31, 2003 and 2004, respectively. DB billed us approximately $4,000 and
$5,500 per quarter for the review of the financial statements included in our
Quarterly Reports on Form 10-Q during fiscal 2003 and 2004, respectively.
AUDIT-RELATED FEES
We paid DB $12,146 for audit-related fees in connection with an SEC comment
letter in 2004. DB did not bill us for audit-related fees for the years ended
December 31, 2003, as no audit-related services were performed during such year.
TAX FEES
We paid DB $6,100 and $5,000 for tax fees for the years ended December 31, 2004
and 2003, respectively, for tax services performed during such years.
ALL OTHER FEES
Aggregate fees billed by DB for other services for the years ended December 31,
2004 and 2003, were $3,247 and $5,437, respectively.
8
The audit committee has determined that the provision of the services by the
auditors reported hereunder had no impact on either of their independence.
9
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.
Date: April 29, 2005 Ashlin Development Corporation
By: /s/ James A. Brown
-------------------------------
James A. Brown
Chief Executive Officer
(Principal Executive Officer)
10
EXHIBIT INDEX
Exhibit Number Description of Exhibits
- -------------- ---------------------------------------------------------------
31.1 Certification Pursuant to Item 601(b)(31) of Regulation S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Exhibit 31.1
CERTIFICATIONS
I, James A. Brown, Chief Executive Officer of Ashlin Development Corporation,
certify that:
1. I have reviewed this report on Form 10-KSB/A, Amendment No. 1 of
Ashlin Development Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business owner as of, and for, the periods presented in this report;
4. I am currently the sole officer and employee of the small business
issuer and I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure and controls procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the small business issuer's auditors and
the audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: April 29, 2005
/s/ James A. Brown
- ---------------------------
James A. Brown
Chief Executive Officer
Exhibit 32.1
ASHLIN DEVELOPMENT CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the Annual Report of Ashlin
Development Corporation (the "Company") on Form 10-KSB/A for the fiscal year
ended December 31, 2004 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, James Brown, Chairman, Chief Executive
Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
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.
/s/ James A. Brown
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James A. Brown
Chief Executive Officer
April 29, 2005