UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): March 27, 2010
DEFENSE
SOLUTIONS HOLDING, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
|
333-146290
(Commission
File Number)
|
26-3624592
(IRS
Employer Identification Number)
|
707
Eagleview Boulevard
Exton,
Pennsylvania 19431-1159
(Address
of principal executive offices, including zip
code)
|
Registrant’s telephone number,
including area code: (610) 833-6000
(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):
o Pre-commencement
communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
|
Defense
Solutions Holding, Inc. (the “Company”), through its wholly owned subsidiary,
Defense Solutions, Inc. (“DSI”), has entered into an agreement (the “Agreement”)
to sell approximately 360,000 metric tons of scrap metal to Khatoon
International, a Bangladesh company (the “Buyer”), for a total contract price of
approximately $104,760,000. The Agreement provides for deliveries on
a monthly basis over a 13 month period commencing no later than 45 days after
the Buyer arranges for the issuance of a letter of credit in the
amount of $8,730,000. The Company is currently seeking to arrange for
sources of supply to fulfill the Agreement and to post a $174,600 performance
bond as required by the Agreement. No assurance can be given that the
Company will be able to reach agreements with sources of supply on terms
acceptable to the Company or arrange for the posting of the performance
bond.
Item
2.04
|
Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement
|
The
Company entered into a Use of Funds/Collateral Pledge Agreement with Innovative
Consolidations, LLC (“Innovative”) on January 26, 2010 pursuant to which
Innovative advanced $250,000 to the Company to enable the Company to post a
$3,150,000 performance bond in connection with a potential agreement providing
for the purchase and sale of sugar commodities to the government of
Iraq. In consideration for its assistance to the Company in
connection with the placement of the performance bond, the Company agreed to pay
$375,000 to Innovative after the expiration of each of the 60 day and 90 day
periods following the date of funding by Innovative. The Company’s obligation is
secured by a pledge of 6,250,000 shares of the Company’s unissued
stock. The commodities contract has not yet been completed and, as a
result, the Company was not able to make the payments due to
Innovative.
On
November 1, 2007, the Company entered into a loan agreement with the Mikal Group
to borrow up to $1,000,000. As of the date of this report, the
Company had borrowed $1,000,000 under the loan agreement. The
interest rate on amounts borrowed is 12% per annum and the loan is secured by a
first lien on all assets of the Company’s wholly owned subsidiary, Defense
Solutions, Inc. (“DSI”). The total amount of principal and accrued
interest was due and payable on October 31, 2008; however, on December 4, 2009,
the Company entered into an agreement with the Mikal Group whereby the Company
agreed to (i) extend the maturity date of the loan from November 30, 2008 to
November 30, 2010, effective upon its payment of a $100,000 extension fee and
(ii) amend certain provisions of the loan agreement to provide that the Mikal
Group may elect to receive either (a) a payment equal to 25% of the Company’s
EBITDA (subject to a maximum payment of $1,000,000) through the later of
November 10, 2010 or the last day of the calendar quarter preceding the date of
the repayment of the loan or (b) a warrant to acquire 2,710,071 shares of our
Common Stock at $.001 per share. The election must be made by October
31, 2010. The Company has not yet paid the $100,000 extension fee,
and the Mikal Group has demanded repayment of the loan in full.
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Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
|
The
common stock of Defense Solutions Holding, Inc. (the “Company”) has ceased to be
quoted on the OTC Bulletin Board as a result of the Company’s inability to file
its Report on Form 10-K for the year ended December 31, 2009 (the “10-K”) due to
the failure of the Company’s independent registered accounting firm to complete
the 2009 audit. The Company plans to file the 10-K as soon as
practicable after the audit is completed and expects that its common stock will
be traded in the “Pink Sheets” until it is eligible to resume being quoted on
the OTC Bulletin Board.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
David V.
DiFelice resigned his position as Chief Financial Officer of the Company
effective April 15, 2010. Mr. DiFelice has agreed to provide services
to the Company as a consultant on a per diem basis to the extent that the
Company requires his assistance on a going forward basis. Gina Ringgold will
serve as the Company’s principal financial and accounting officer pending the
hiring of a new Chief Financial Officer.
Ms.
Ringgold, 54, has served as a member of the Board of Directors of the Company
since November 2009 and as a member of the Board of Directors of DSI since its
inception in 2001. In addition, she has performed various duties
ranging from bookkeeping to overall financial management of DSI since its
inception. Ms. Ringgold is the wife of the Company’s Chief Executive
Officer, Timothy D. Ringgold. As of December 31, 2009, the Company
owed approximately $57,849 to Col. Ringgold for working capital loans made by
him. The loans are unsecured, non-interest bearing and have no
specific terms for repayment.
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Item
8.01
|
Other
Events
|
The
Company has not yet completed the delivery of any product under the contract for
the sale of foodstuffs that it previously executed with the Republic of Iraq due
to the absence of notice from Iraq that it has accepted the performance bond
posted by the Company and will accept delivery of the product. At
this juncture, the Company does not believe that the agreement will be
consummated.
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.
Defense
Solutions Holdings, Inc.
(Registrant)
|
|||
By:
|
/s/ Timothy D. Ringgold | ||
Name: Timothy D. Ringgold | |||
Title: Chief Executive Officer | |||
Dated: May
17, 2010
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