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No once I remove the extra process with no set up the class refused the file upload like it was suppose to...even tried a few other tricky things and the class refused to upload anything that was not in the mime list.
Basically I had two calls in my function to do Process
2X of the following

//copy to upload dir
$handle->Process( $ImageArr['ImgPath']  );

One was further down in my code so what was happening is when I would upload a real image it actually was uploading it twice and applying all the setups to one but not the other in the second Process...

The class is solid!!! no worries, I even tried a few other things.
Sorry it was my mistake... ;-) happens when working late...LOLReply