UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
ASHLIN DEVELOPMENT CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
(Title of Class of Securities)
0448414 10 1
(CUSIP Number)
JAMES A. BROWN
C/O ASHLIN DEVELOPMENT CORPORATION
4400 NORTH FEDERAL HIGHWAY, SUITE 210
BOCA RATON, FLORIDA 33431
(561) 391-6196
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
March 3, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13-d-1(e), 240.13d-1(f) or 24013.d-1(g), check the
following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Schedule 13D Page 2 of 7
CUSIP NO: 044814 10 1
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James A. Brown
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 720,000
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 720,000
WITH
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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*See disclosure in Item 4
Schedule 13D Page 3 of 7
CUSIP NO: 044814 10 1
ITEM 1: SECURITY AND ISSUER:
1(a) Common Stock, $.001 par value per share (the "Common Stock").
1(b) Ashlin Development Corporation, 4400 North Federal Highway,
Suite 210, Boca Raton, Florida 33431.
ITEM 2: IDENTITY AND BACKGROUND:
2(a)-(c)
James A. Brown is the Chief Executive Officer, Secretary and a
director of the Issuer, 4400 North Federal Highway, Suite 210,
Boca Raton, Florida 33431.
2(d)-(e) None
2(f) Mr. Brown is a United States citizen.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
ITEM 4: PURPOSE OF TRANSACTION
This Schedule 13D is being filed by Mr. Brown to report his ownership
of the Company's outstanding Common Stock. The shares reported in Item 5 below
were received by Mr. Brown in two separate transactions.
On August 13, 2003, an initial 100,000 shares of Common Stock of the
Company were issued to Mr. Brown in consideration of this services as a director
of the Company.
On January 28, 2005, the U.S. Bankruptcy Court, Southern District of
Florida, in Fort Lauderdale, Florida declared the Amended Plan of Reorganization
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 was 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 Company has the
right to repurchase the Shares at the Issuance Value if Mr. Brown leaves the
Company or in the event he is terminated for cause, in each case prior to the
expiration of the initial term of the Employment Agreement. The Company's right
to repurchase the Shares shall terminate in the event of a change of control of
the Company.
Schedule 13D Page 4 of 7
CUSIP NO: 044814 10 1
On March 3, 2005, the Company entered into a letter agreement with Mr.
James A. Brown, the Company's Chief Executive Officer and the Chairman of the
Board of its Board of Directors (the "Letter Agreement"), pursuant to which the
Company issued to Mr. Brown an additional 320,000 shares of common stock of the
Company (the "Additional Shares") in consideration of Mr. Brown's continued
services to the Company and in recognition of the Company's successful emergence
from reorganization. In accordance with the terms of the Letter Agreement, the
Company will have the right to repurchase the Additional Shares at the closing
price of the common stock on March 3, 2005 if Mr. Brown leaves the Company or in
the event he is terminated for cause, in each case prior to the expiration of
the initial term of his employment agreement. The Company's right to repurchase
the Additional Shares shall terminate in the event of a change of control of the
Company.
Mr. Brown does not have any other plans or proposals with respect to
the Issuer, other than, as directors of the Issuer, to continue the operations
of the Issuer in accordance with its current business plan. In addition, D'Amato
has no other plans or proposals with respect to the Issuer.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) and 5(b)
According to the Issuer's most recent 10-Q, the Issuer had 3,832,813
shares of Common Stock outstanding as of September 30, 2004.
Mr. Brown has sole voting power of 720,00 shares, and sole dispositive
power of 720,00 shares beneficially owned by him.
5(c) Except as described in item 4, above, no transactions concerning
Issuer's securities have been effected by the Reporting Persons within the last
60 days.
5(d) Not applicable.
5(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than as disclosed under Item 4, there are no other contracts,
arrangements, understandings or relationships among the Reporting Persons with
respect to the securities of the Issuer.
Schedule 13D Page 5 of 7
CUSIP NO: 044814 10 1
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No. Description:
---- -----------------------------------------------------------------------
10.1 Employment Agreement dated November 19, 2004, between James A. Brown
and the Company (incorporated herein by reference to Exhibit 3 to
Exhibit 2.1 of the Form 8-K of the Company filed with the Commission on
January 14, 2005).
10.2 Letter Agreement dated March 3, 2005, between James A. Brown and the
Company (incorporated herein by reference to Exhibit 10.1 of The Form
8-K of the Company filed with the Commission on March 7, 2005).
Schedule 13D Page 6 of 7
CUSIP NO: 044814 10 1
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 11, 2005
Signature: /s/ JAMES A. BROWN
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Names: James A. Brown, CEO
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The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name an any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Schedule 13D Page 7 of 7
CUSIP NO: 044814 10 1
EXHIBIT INDEX
No. Description:
--- ------------
10.1 Employment Agreement dated November 19, 2004, between James A. Brown
and the Company (incorporated herein by reference to Exhibit 3 to
Exhibit 2.1 of the Form 8-K of the Company filed with the Commission on
January 14, 2005).
10.2 Letter Agreement dated March 3, 2005, between James A. Brown and the
Company (incorporated herein by reference to Exhibit 10.1 of The Form
8-K of the Company filed with the Commission on March 7, 2005).