San Diego Security Technology Companies to Join Forces

SAN DIEGO , Aug. 12 /PRNewswire/ -- Diversified Opportunities, Inc. (OTC Bulletin Board: DVOP) announced that it intends to combine the security technology holdings of two emerging providers of homeland security products, QRSciences Pty Ltd...


SAN DIEGO , Aug. 12 /PRNewswire/ -- Diversified Opportunities, Inc. (OTC Bulletin Board: DVOP) announced that it intends to combine the security technology holdings of two emerging providers of homeland security products, QRSciences Pty Ltd ("QRSciences") and Spectrum San Diego, Inc. ("Spectrum"). The combination will result in a multi-technology and IP-rich developer of security scanning and imaging with an important portfolio of intellectual property. Products of the combined companies will include: 1) CastScope(TM), a screening system used in airports and other locations for scanning prosthetics and casts; 2) SentryScope(TM), a unique ultra-high-resolution 180 degree camera system in use at locations internationally for security monitoring of crowds and large areas; and 3) other technology and intellectual property with applications in security screening. It will also own royalty-generating patents currently licensed to General Electric for a shoe-scanning system designed for airport usage.

Kevin Russeth , Executive Director of Diversified Opportunities, commented, "The new company from the outset will be a leader in product development and a supplier to the Department of Homeland Security and the Transportation Security Administration, with installations across the United States . We are very pleased to be working with Spectrum, an extraordinary group of people with substantial valuable intellectual property and products. We look forward to continuing the development of QRSciences technologies as well. Our R&D pipeline will be yielding a steady stream of new products to enhance the security of travelers, border crossings, public buildings, hospitals, prisons, stadiums, auditoriums, and transportation hubs."

DVOP previously announced entering into a share exchange agreement with QRSciences Holdings Limited, ("Holdings"), a publicly traded Australian corporation. Under the terms of the Agreement, DVOP will acquire by share exchange and cash all of the equity of Holding's wholly-owned subsidiary, QRSciences. The description of the acquisition of QRSciences by DVOP can be referenced in its entirety in the Form 8-K filed with the Securities and Exchange Commission on July 31, 2008 . A copy of the Agreement is filed as an exhibit to that same Form 8-K.

QRSciences' assets include a wholly-owned subsidiary, QRSciences Corporation ("QRS Corp"), a private company based in San Diego , which holds convertible notes receivable and convertible Series A preferred stock of Spectrum. The conversion of the notes and Series A preferred stock would result in QRS Corp owning 33.4% of the currently outstanding common stock with a fully diluted equity position of approximately 31.3% of Spectrum. QRS Corp also holds an option valid through September 2009 to purchase all of the remaining shares of Spectrum.

On August 4, 2008 , QRS Corp exercised its option to purchase all of the remaining shares of Spectrum. In accordance with the option, the $14 million purchase price will be reduced by the percentage of Spectrum that QRS Corp already owns. Given the fully converted 33.4% ownership interest in Spectrum, the remaining amount of consideration in cash and equity required to be tendered by QRS Corp in connection with the purchase is estimated to be approximately $9.32 million. The purchase option also allows QRS Corp to tender up to 50% of Spectrum's purchase price in the equity of Holdings or a publicly traded entity in which QRS Corp owns more than 50% of the voting stock. The purchase option also gives QRS Corp the option to pay for the acquisition in equal monthly installments over a period not to exceed six months.

Mr. Russeth further noted, "Spectrum's flagship product CastScope is part of sole-source IDIQ (Indefinite Delivery Indefinite Quantity) order placed by the Transportation Security Administration ("TSA") and announced in October last year. They also have another product in development, CarScan, that we expect could add some major benefits to screening at border crossings.

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