UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Bulova Technologies Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
120458 10 4
(CUSIP Number)
Craig Schnee, Esq., 12645 49th Street North, Clearwater, Florida 33756 (717) 881-4886
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Colleen Stacy Shapiro, Esq.
C/o William E. McMillen
22107 Martella Avenue
Boca Raton, FL 33433
February 25, 2013
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
SCHEDULE 13D
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CUSIP No. |
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Page 2 of Pages |
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1 |
NAME OF REPORTING PERSON |
| |
|
| |
Gary Lee Shapiro |
| |
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
PF/AF See Exhibit A |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S. |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
23,147,518 |
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
800,000,000 Shares of Voting Preferred Stock |
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
23,147,518 |
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
800,000,000 Shares of Voting Preferred Stock |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
823,147,518 (include Voting Preferred Stock) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
20.2% |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 includes Shares of Voting Preferred Stock in the calculation
SCHEDULE 13D
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CUSIP No. |
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Page 3 of Pages |
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1 |
NAME OF REPORTING PERSON |
| |
|
| |
Colleen Stacy Shapiro |
| |
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
PF/AF See Exhibit B |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S. |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
23,147,518 |
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
|
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
23,147,518 |
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
23,147,518 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
28.6% |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 does not include Voting Preferred Stock in the calculation.
If included this percentage is approximately 2.0% of voting rights.
SCHEDULE 13D
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CUSIP No. |
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Page 4 of Pages |
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1 |
NAME OF REPORTING PERSON |
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|
| |
David Richard Shapiro |
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|
|
|
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
PF See Exhibit C |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S. |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
2,000,000 |
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
|
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
2,000,000 |
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
2,000,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
3.3% |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 does not include the Voting Preferred Stock in the calculation.
If included this percentage is approximately .05% of voting rights.
SCHEDULE 13D
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CUSIP No. |
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Page 5 of Pages |
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1 |
NAME OF REPORTING PERSON |
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| |
William Edward McMillen |
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|
|
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
PF/AF See Exhibit D |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
US |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
4,166,667 |
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
|
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
4,166,667 |
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
4,166,667 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
6.5% |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 does not include the Voting Preferred Stock in the calculation.
If included this percentage is approximately .10% of voting rights.
SCHEDULE 13D
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CUSIP No. |
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Page 6 of Pages |
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1 |
NAME OF REPORTING PERSON |
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|
| |
Elizabeth Jane McMillen |
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|
|
|
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
PF See Exhibit E |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
US |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
1,000,000 |
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
|
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
1,000,000 |
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
1,000,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
1.6% |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 does not include the Voting Preferred Stock in the calculation.
If included this percentage is approximately .02% of voting rights.
SCHEDULE 13D
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CUSIP No. |
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Page 7 of Pages |
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1 |
NAME OF REPORTING PERSON |
| |
|
| |
Fieldstone Affiliates, LLC |
| |
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
PF/WC See Exhibit F |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
US |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
|
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
800,000,000* |
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
|
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
800,000,000* |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
800,000,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
20.0% of Voting Preferred Stock |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 – calculated as a percentage of the Voting Preferred Shares outstanding
*Represents voting non-convertible preferred stock with one (1) vote per share on all matters submitted to a vote of the common stockholders. There are 4,000,000,000 outstanding Shares of Voting Preferred Stock.
SCHEDULE 13D
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CUSIP No. |
|
Page 8 of Pages |
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1 |
NAME OF REPORTING PERSON |
| |
|
| |
Rachel Shapiro McKim |
| |
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
PF See Exhibit G |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S. |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
2,000,000 |
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
|
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
2,000,000 |
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
2,000,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
3.3% |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 does not include the Voting Preferred Stock in the calculation.
If included this percentage is approximately .05% of voting rights.
SCHEDULE 13D
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CUSIP No. |
|
Page 9 of Pages |
|
1 |
NAME OF REPORTING PERSON |
| |
|
| |
Ryan McKim |
| |
|
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☒ |
| |
|
|
(b) ☐ |
|
3 |
SEC USE ONLY |
| |
|
|
4 |
SOURCE OF FUNDS* |
| |
|
| |
EF See Exhibit H |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
| |
|
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S. |
|
|
|
|
NUMBER OF |
7 |
SOLE VOTING POWER |
| SHARES |
|
3,961,702 |
| BENEFICIALLY |
8 |
SHARED VOTING POWER |
| OWNED BY |
|
|
| EACH |
9 |
SOLE DISPOSITIVE POWER |
| REPORTING |
|
3,961,702 |
| PERSON |
10 |
SHARED DISPOSITIVE POWER |
| WITH |
|
|
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
3,961,702 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
☐ |
| |
|
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| |
6.2% |
|
14 |
TYPE OF REPORTING PERSON* |
| |
|
| |
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Note: Item 13 does not include the Voting Preferred Stock in the calculation.
If included this percentage is approximately .10% of voting rights.
SCHEDULE 13D
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CUSIP No. |
|
Page 10 of Pages |
|
ITEM 1. |
SECURITY AND ISSUER. |
This statement relates to shares of Common Stock, par value $.001 per share, of Bulova Technologies Group, Inc. (the "Issuer") having its principal executive offices at 12645 49th Street North, Clearwater, Florida 33756.
|
ITEM 2. |
IDENTITY AND BACKGROUND. |
(a) – (c) This Statement is filed by the following persons ("Reporting Persons"):
(1) Gary Lee Shapiro, whose address is 2R Judith’s Fancy, Christiansted, USVI 00824.
(2) Colleen Stacy Shapiro, whose address is 2R Judith’s Fancy, Christiansted, USVI 00824. She is the wife of Gary Lee Shapiro.
(3) David Richard Shapiro, whose address is 1410 SE 53rd Ave, Portland, Oregon 97215. He is a director of the Company and the son of Gary Lee Shapiro and stepson of Colleen Stacy Shapiro.
(4) William Edward McMillen, whose address is 22107 Martella Ave, Boca Raton, Florida 33427. He is a director of the Company and father-in-law of Gary Lee Shapiro and father of Colleen Stacy Shapiro.
(5) Elizabeth Jane McMillen, whose address is 22107 Martella Ave, Boca Raton, Florida 33427. She is wife of William Edward McMillen, the mother of Colleen Stacy Shapiro and mother-in-law of Gary Lee Shapiro.
(6) Fieldstone Affiliates, LLC, whose address is 1400 Colorado St, Ste C., Boulder City, Nevada 89005. The Company is organized in the state of Nevada and its principal business is Investments.
(7) Rachel Shapiro McKim, whose address is 55 Meadowood Drive, Larkspur, California, 94939. She is the daughter of Gary Lee Shapiro and stepdaughter of Colleen Stacy Shapiro. She is the sister of David Richard Shapiro.
(8) Ryan McKim, whose address is Meadowood Drive, Larkspur, California, 94939. He is the son-in-law of Gary Lee Shapiro and Colleen Stacy Shapiro and the husband of Rachel Shapiro McKim.
|
(d) |
During the last five years, the Reporting Persons have not (i) been convicted in a criminalproceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
|
(e) |
During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
|
(f) |
The Reporting Persons are each citizens of the USA. |
SCHEDULE 13D
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CUSIP No. |
|
Page 11 of Pages |
|
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
See Exhibits A thru I for source of funds
|
ITEM 4. |
PURPOSE OF TRANSACTION. |
The Reporting Persons acquired their equity interests in Bulova solely for investment purposes.
Other than as described in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the following actions:
|
1. |
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
|
2. |
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
|
3. |
A sale of transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
|
4. |
Any material change in the present capitalization or dividend policy of the Issuer; |
|
5. |
Any other material change in the Issuer’s business or corporate structure; |
|
6. |
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
|
7. |
Causing a class securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
|
8. |
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
|
9. |
Any action similar to any of those enumerated above. |
Notwithstanding the above, the Reporting Persons may make additional purchases of securities, either in the open market or in private transactions, including the exercise of options or receipt of warrants, depending on the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, prospects for the Reporting Persons’ own business, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors, the Reporting Persons may decide to sell all or part of their investment in the Issuer’s securities, although they have no current intention to do so.
|
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER. |
The Reporting Persons acquired shares of the Issuer’s common and voting preferred stock with cash. The amount of shares of the Issuer’s preferred, common and warrants to purchase common stock, date and purchase or exercise price and consideration (cash, loans, other) are set forth on Exhibits A thru H attached to this Schedule 13D for each Reporting Person. In addition, the Reporting Persons own warrants to acquire shares of the Issuer’s common stock, which were issued as consideration for the Reporting Persons providing loans, working capital and other advances to the Issuer. Exhibit I of this Schedule 13D provides the amount of such loans, date, outstanding balance, maturity dates, interest rates and the number of warrants to acquire shares of the Issuer’s common stock associated with such financing arrangements.
SCHEDULE 13D
|
CUSIP No. |
|
Page 12 of Pages |
Gary Lee Shapiro, by and through Fieldstone Affiliates, LLC, which is a wholly owned limited liability company, Mr. Shapiro has voting control over 800,000,000 shares of the Issuer’s voting preferred stock. Each share has one (1) vote per share and is non-convertible. The purchase price per share of preferred stock is $.00001. The voting preferred stock of the Issuer was acquired by Fieldstone Affiliates, LLC on February 25, 2013.
Each of the Reporting Persons beneficial ownership in the Issuer is included in Exhibits A thru H:
|
None of the Reporting Persons has acquired any of the Issuer’s securities during the 60 days preceding the filing date of this Schedule 13D |
|
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Other than as described in Items 3 and 5 above, and the Exhibits hereto, there are no current contracts, arrangements, understandings of relationships (legal or otherwise) among or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.
|
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS. |
|
99.1 |
Joint Filing Agreement |
SCHEDULE 13D
|
CUSIP No. |
|
Page 13 of Pages |
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.
Print Name: Gary Lee Shapiro
|
/s/ Colleen Stacy Shapiro |
Print Name: Colleen Stacy Shapiro
|
/s/ David Richard Shapiro |
Print Name: David Richard Shapiro
|
/s/ William Edward McMillen |
Print Name: William Edward McMillen
| /s/ Elizabeth Jane McMillen |
Print Name: Elizabeth Jane McMillen
Print Name: Rachel Shapiro McKim
Print Name: Ryan McKim
Fieldstone Affiliates, LLC
Print Name: It’s Manger
EXHIBIT 99.1
Joint Filing Agreement
The undersigned hereby agree that the statements on Schedule 13D with respect to the Common Stock of Bulova Technologies Group, Inc. dated as of February 25, 2013 is, and any amendments thereto (including amendments on Schedule 13G), signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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: |
December 24, 2014 |
Fieldstone Affiliates, LLC |
| /s/ Gary Lee Shapiro |
|
By /s/ Gary Lee Shapiro |
|
| Print Name: Gary Lee Shapiro |
|
Print Name: It’s Manger |
|
|
/s/ Colleen Stacy Shapiro |
Print Name: Colleen Stacy Shapiro
|
/s/ David Richard Shapiro |
Print Name: David Richard Shapiro
|
/s/ William Edward McMillen |
Print Name: William Edward McMillen
|
/s/ Elizabeth Jane McMillen |
Print Name: Elizabeth Jane McMillen
Print Name: Rachel Shapiro McKim
Print Name: Ryan McKim
GARY LEE SHAPIRO
Reporting Person
Schedule 13D
Exhibit A
PREFERRED SHARES OWNED GARY L SHAPIRO DIRECTLY
| |
Date |
|
|
|
|
|
Beneficially owned thru |
|
|
Method of |
|
| |
Acquired |
|
|
# of Shares |
|
|
Fieldstone Affiliates, LLC |
|
|
Acquiring Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
- |
|
|
- |
|
|
(800,000,000 – see reporting on Exhibit F) |
|
|
AF |
|
COMMON SHARES OWNED
| |
|
|
|
|
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Price per |
|
|
|
|
|
|
|
|
Acquiring |
|
| |
Acquired |
|
|
Share |
|
|
# of Shares |
|
|
Owner |
|
|
Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4/25/2014 |
|
|
$ 0.119 |
|
|
3,000,000 |
|
|
NuView IRA, Inc., FBO Gary Shapiro Roth IRA |
|
|
PF |
|
WARRANTS
| |
|
|
|
# of |
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Warrants/ |
|
|
|
|
|
Exercise |
|
|
Acquiring |
|
| |
Acquired |
|
|
Shares |
|
|
Owner |
|
|
Price |
|
|
Warrants |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
10/3/2013 |
|
|
1,980,851 |
|
|
NuView IRA Inc. FBO Gary Shapiro Roth IRA |
|
|
$ .02 |
|
|
AF |
|
| |
9/1/2013 |
|
|
3,166,667 |
|
|
NuView IRA Inc. FBO Gary Shapiro Roth IRA |
|
|
$ .02 |
|
|
AF |
|
| |
9/4/2014 |
|
|
5,000,000 |
|
|
NuView IRA Inc. FBO Gary Shapiro Roth IRA |
|
|
$ .02 |
|
|
AF |
|
| |
9/4/2014 |
|
|
10,000,000 |
|
|
NuView IRA Inc. FBO Gary Shapiro Roth IRA |
|
|
$ .02 |
|
|
AF |
|
| |
TOTAL |
|
|
20,147,518 |
|
|
|
|
|
|
|
|
|
|
COLLEEN STACY SHAPIRO
Reporting Person
Schedule 13D
Exhibit B
PREFERRED SHARES OWNED
NONE
COMMON SHARES OWNED
| |
|
|
|
|
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Price per |
|
|
|
|
|
|
|
|
Acquiring |
|
| |
Acquired |
|
|
Share |
|
|
# of Shares |
|
|
Owner |
|
|
Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4/25/2014 |
|
|
$ 0.119 |
|
|
3,000,000 |
|
|
NuView IRA, Inc., FBO Colleen Stacy Shapiro Roth IRA |
|
|
PF |
|
WARRANTS
| |
|
|
|
# of |
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Warrants/ |
|
|
|
|
|
Exercise |
|
|
Acquiring |
|
| |
Acquired |
|
|
Shares |
|
|
Owner |
|
|
Price |
|
|
Warrants |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
10/3/2013 |
|
|
1,980,851 |
|
|
NuView IRA Inc. FBO Colleen Stacy Shapiro Roth IRA |
|
|
$ .02 |
|
|
AF |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
9/1/2013 |
|
|
3,166,667 |
|
|
Colleen Stacy Shapiro |
|
|
$ .02 |
|
|
AF |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
9/4/2014 |
|
|
5,000,000 |
|
|
NuView IRA Inc. FBO Colleen Stacy Shapiro Roth IRA |
|
|
$ .02 |
|
|
AF |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
8/29/14 |
|
|
10,000,000 |
|
|
NuView IRA Inc. FBO Colleen Stacy Shapiro Roth IRA |
|
|
$ .02 |
|
|
AF |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
TOTAL |
|
|
20,147,518 |
|
|
|
|
|
|
|
|
|
|
DAVID RICHARD SHAPIRO
Reporting Person
Schedule 13D
Exhibit C
PREFERRED SHARES OWNED
NONE
COMMON SHARES OWNED
| |
|
|
|
|
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Price per |
|
|
|
|
|
|
|
|
Acquiring |
|
| |
Acquired |
|
|
Share |
|
|
# of Shares |
|
|
Owner |
|
|
Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4/25/2014 |
|
|
$ 0.119 |
|
|
2,000,000 |
|
|
NuView IRA, Inc., FBO David Shapiro Roth IRA |
|
|
PF |
|
WARRANTS
NONE
WILLIAM EDWARD MCMILLEN
Reporting Person
Schedule 13D
Exhibit D
PREFERRED SHARES OWNED
NONE
COMMON SHARES OWNED
| |
|
|
|
|
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Price per |
|
|
|
|
|
|
|
|
Acquiring |
|
| |
Acquired |
|
|
Share |
|
|
# of Shares |
|
|
Owner |
|
|
Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4/25/2014 |
|
|
$ 0.119 |
|
|
1,000,000 |
|
|
NuView IRA, Inc., FBO William McMillen Roth IRA |
|
|
PF |
|
WARRANTS
| |
|
|
|
# of |
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Warrants/ |
|
|
|
|
|
Exercise |
|
|
Acquiring |
|
| |
Acquired |
|
|
Shares |
|
|
Owner |
|
|
Price |
|
|
Warrants |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
9/1/2013 |
|
|
3,166,667 |
|
|
William McMillen |
|
|
$ .02 |
|
|
AF |
|
ELIZABETH JANE MCMILLEN
Reporting Person
Schedule 13D
Exhibit E
PREFERRED SHARES OWNED
NONE
COMMON SHARES OWNED
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Price per |
|
|
|
|
|
|
|
|
|
|
Acquiring |
|
| |
Acquired |
|
|
Share |
|
|
# of Shares |
|
|
Owner |
|
|
Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4/25/2014 |
|
|
|
$ 0.119 |
|
|
|
1,000,000 |
|
|
NuView IRA, Inc., FBO Elizabeth McMillen Roth IRA |
|
|
PF |
|
WARRANTS
NONE
FIELDSTONE AFFILIATES, LLC
Reporting Person (Partnership)
Schedule 13D
Exhibit F
PREFERRED SHARES OWNED
| |
Date |
|
|
|
|
|
Price per |
|
|
|
|
|
Method of |
|
| |
Acquired |
|
|
# of Shares |
|
|
Share |
|
|
Owner |
|
|
Acquiring Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
2/25/2013 |
|
|
800,000,000 |
|
|
$0.00001 |
|
|
Fieldstone Affiliates, LLC (beneficial owner Gary L. Shapiro – see reporting on Exhibit A) |
|
|
PF |
|
RACHEL SHAPIRO MCKIM
Reporting Person
Schedule 13D
Exhibit G
PREFERRED SHARES OWNED
NONE
COMMON SHARES OWNED
| |
|
|
|
|
|
|
|
|
|
|
|
|
Method of |
|
| |
Date |
|
|
Price per |
|
|
|
|
|
|
|
|
Acquiring |
|
| |
Acquired |
|
|
Share |
|
|
# of Shares |
|
|
Owner |
|
|
Shares |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
4/25/2014 |
|
|
$ 0.119 |
|
|
2,000,000 |
|
|
NuView IRA, Inc., FBO Rachel Shapiro McKim Roth IRA |
|
|
PF |
|
WARRANTS
NONE
RYAN MCKIM
Reporting Person
Schedule 13D
Exhibit H
PREFERRED SHARES OWNED
NONE
COMMON SHARES OWNED
NONE
WARRANTS
|
|
|
|
|
# of |
|
|
|
|
|
|
|
|
Method of |
|
|
|
Date |
|
|
Warrants/ |
|
|
|
|
|
Exercise |
|
|
Acquiring |
|
|
|
Acquired |
|
|
Shares |
|
|
Owner |
|
|
Price |
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/2013 |
|
|
3,961,702 |
|
|
Ryan McKim |
|
|
$ .02 |
|
|
AF |
|
|
Bulova Technologies Group |
Exhibit I |
|
|
Bulova Technologies Machinery |
|
|
|
Notes Payable |
|
|
|
November 30, 2015 |
|
|
| |
|
|
|
|
|
Principal |
|
|
Loan |
|
|
Forbearance |
|
|
NOTE: THE ENTITIES LISTED BELOW ARE AFFILIATES OF THE REPORTING PERSONS |
|
Loan |
|
|
|
Balance |
|
|
Maturity |
|
|
Agreement - Note C |
|
| |
|
Date |
|
|
|
|
|
|
Date |
|
|
|
|
|
BORROWER: BTGI |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender NFC III |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NFC III (Stacy Shapiro) |
|
4/24/2013 |
|
|
|
3,500.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
4/24/2013 |
|
|
|
3,500.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
4/25/2013 |
|
|
|
51,015.85 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
4/26/2013 |
|
|
|
10,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
5/1/2013 |
|
|
|
27,303.50 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
5/10/2013 |
|
|
|
10,500.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
5/19/2013 |
|
|
|
25,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
5/31/2013 |
|
|
|
115,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
6/17/2013 |
|
|
|
75,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
6/27/2013 |
|
|
|
40,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (S V Associates) |
|
7/24/2013 |
|
|
|
50,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (S V Associates) |
|
7/31/2013 |
|
|
|
50,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (SV Associates) |
|
8/11/2013 |
|
|
|
100,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Grid Note - Note B |
|
|
|
|
$ |
560,819.35 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NFC III - Note A |
|
2/24/2013 |
|
|
|
400,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (Stacy Shapiro CSS) |
|
7/11/2013 |
|
|
|
5,000.00 |
|
|
12/31/2014 |
|
|
11/30/2015 |
|
|
NFC III (Fieldstone Affiliates) |
|
9/30/2013 |
|
|
|
75,000.00 |
|
|
12/31/2014 |
|
|
11/30/2015 |
|
|
NFC III (Craigmore Corporation) |
|
10/15/2013 |
|
|
|
30,000.00 |
|
|
10/14/2016 |
|
|
11/30/2015 |
|
|
NFC III (Shapiro Fam. D I) |
|
10/30/2013 |
|
|
|
100,000.00 |
|
|
12/31/2014 |
|
|
11/30/2015 |
|
|
NFC III (Gary Shapiro) |
|
1/17/2014 |
|
|
|
8,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III |
|
2/13/2014 |
|
|
|
8,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III (SFNextGen) |
|
3/6/2014 |
|
|
|
100,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III |
|
3/12/2014 |
|
|
|
5,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
NFC III |
|
3/13/2014 |
|
|
|
5,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total NFC III Loans |
|
|
|
|
$ |
1,296,819.35 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender SIII Associates |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
SIII Associates (note Max $1,435,000) |
|
11/8/2013 |
|
|
|
878,688.00 |
|
|
3/31/2014 |
|
|
11/30/2015 |
|
|
Payment |
|
5/8/2014 |
|
|
|
(54,932.73 |
) |
|
|
|
|
|
|
| |
|
|
|
|
|
823,755.27 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIII Associates |
|
11/27/2013 |
|
|
|
518,000.00 |
|
|
3/31/2014 |
|
|
12/31/2014 |
|
|
SIII Associates |
|
2/26/2014 |
|
|
|
7,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
SIII Associates |
|
2/27/2014 |
|
|
|
3,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total SIII Associates Loans |
|
|
|
|
$ |
1,351,755.27 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Bulova Tech. Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bulova Tech.Machinery LLC |
|
7/18/2013 |
|
|
|
60,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
2/7/2014 |
|
|
|
8,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
3/27/2014 |
|
|
|
8,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
4/23/2014 |
|
|
|
40,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
6/5/2014 |
|
|
|
50,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
6/13/2014 |
|
|
|
10,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
6/20/2014 |
|
|
|
15,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
7/3/2014 |
|
|
|
20,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
7/8/2014 |
|
|
|
15,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
7/16/2014 |
|
|
|
10,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
7/23/2014 |
|
|
|
10,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
8/1/2014 |
|
|
|
5,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
8/13/2014 |
|
|
|
7,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Bulova Tech.Machinery LLC |
|
8/26/2014 |
|
|
|
12,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total BTM Loans |
|
|
|
|
$ |
270,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Craigmore Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craigmore Machinery Co. LLC |
|
12/27/2013 |
|
|
|
20,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. LLC |
|
1/24/2014 |
|
|
|
20,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. LLC |
|
1/31/2014 |
|
|
|
8,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. LLC |
|
7/10/2014 |
|
|
|
43,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total CMC Loans |
|
|
|
|
$ |
91,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender SV Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SV Associates |
|
1/9/2014 |
|
|
|
41,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total SV Associates Loans |
|
|
|
|
$ |
41,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Tropico Equity Partners |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tropico Equity Partners, LLC |
|
2/3/2014 |
|
|
|
68,160.78 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total Tropico Equity Partners Loans |
|
|
|
|
$ |
68,160.78 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for Principal loans BTG |
|
|
|
|
$ |
3,118,735.40 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BORROWER: BTM |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Shapiro D-1 Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shapiro D-1 Trust |
|
7/10/2013 |
|
|
|
100,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Shapiro D-1 Trust |
|
10/8/2013 |
|
|
|
50,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shapiro D-1 Trust |
|
4/28/2014 |
|
|
|
400,000.00 |
|
|
4/28/2017 |
|
|
4/28/2017 |
|
|
Total Shapiro D-1 Trust Loans |
|
|
|
|
$ |
550,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Craigmore Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Craigmore Machinery Co. |
|
8/15/2013 |
|
|
|
49,212.40 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. |
|
8/15/2013 |
|
|
|
50,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. |
|
9/1/2013 |
|
|
|
5,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. |
|
1/9/2014 |
|
|
|
30,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. |
|
7/15/2014 |
|
|
|
75,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Craigmore Machinery Co. |
|
8/12/2014 |
|
|
|
60,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total for CMC Loans |
|
|
|
|
$ |
269,212.40 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender GLS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary Shapiro |
|
9/10/2013 |
|
|
|
75,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Gary Shapiro |
|
12/10/2013 |
|
|
|
50,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total for GLS Loans |
|
|
|
|
$ |
125,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Rachel 2002 Irrevocable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rachel 2002 Irrevocable Trust |
|
2/14/2014 |
|
|
|
31,500.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Rachel 2002 Irrevocable Trust |
|
4/3/2014 |
|
|
|
20,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total for Rachel 2002 Irr.Trust Loans |
|
|
|
|
$ |
51,500.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Banyan Capital Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banyan Capital Finance |
|
3/12/2014 |
|
|
|
15,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Banyan Capital Finance |
|
2/25/2014 |
|
|
|
8,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total for Banyan Capital F. Loans |
|
|
|
|
$ |
23,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender Colleen S.2007 T |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colleen S.2007 Trust |
|
4/23/2014 |
|
|
|
160,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total for Collen S. 2007 Trust Loans |
|
|
|
|
$ |
160,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lender SIII Associates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S III Associates |
|
5/8/2014 |
|
|
|
100,000.00 |
|
|
POD |
|
|
11/30/2015 |
|
|
Total for S III Associates Loans |
|
|
|
|
$ |
100,000.00 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for Principal and Interest BTM |
|
|
|
|
$ |
1,278,712.40 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grand Total for BTM & BTGI Loans |
|
|
|
|
|
4,397,447.80 |
|
|
|
|
|
|
|
|
Intercompany |
|
|
|
|
|
(270,000.00 |
) |
|
|
|
|
|
|
|
Grand Total (net of Intercompany) |
|
|
|
|
$ |
4,127,447.80 |
|
|
|
|
|
|
|
Note A: As part of this credit extension of $4,000,000 Warrants were issued as follows:
FBO Gary L. Shapiro 1,980,851
FBO Colleen Stacy Shapiro 1,980,851
FBO Ryan McKim 3,961,702
Note B: Warrants for loan extensions of 560,819.35 were issued
FBO Gary L Shapiro 3,166,667
FBO Colleen Stacy Shapiro 3,166,667
FBO William McMillen 3,166,667
Note C: the Reporting Persons received 30,000,000 Warrants as part of a Forbearance Agreement and interest rate reduction as follows:
FBO Colleen Stacy Shapiro 15,000,000 Warrants
FBO Gary L Shapiro 15,000,000 Warrants
From time to time Mr Shapiro and his affiliates make loans and advances available to the Issuer. As of November 24, 2014, in addition to the above loans for which warrants were issued as scheduled above, Mr Shapiro and his affiliates have advanced the Company approximately $497,818.50. These affiliated entities have a blanket lien on all of the Issuer's and it's subsidiaries assets.