Statement of Beneficial Ownership (sc 13d)
November 23 2016 - 4:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
BlastGard
International, Inc.
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
Steven
Morse, Esq., Morse & Morse, PLLC., 1400 Old Country Road, Westbury, NY 11590 (516-487-1446)
|
(Name,
address and telephone number of person
authorized
to receive notices and communications)
|
November
14, 2016
|
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-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 Rule
13d-7(b) for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled 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 the 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 purpose of Section
18 of the Securities Exchange Act of 1934 (“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)
CUSIP
No. 093442101
|
SCHEDULE
13D
|
Page
2 of 5 Pages
|
1
|
NAME
OF REPORTING PERSONS
2538093
Ontario Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Canada
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
242,330,155
(1)
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
242,330,155
(1)
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,330,155
(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.3
|
14
|
TYPE
OF REPORTING PERSON
CO
|
(1)
|
Includes
Warrants to purchase 41,801,793 shares.
|
|
|
(2)
|
Based
upon 366,976,178 shares outstanding as of September 30, 2016.
|
CUSIP
No. 093442101
|
SCHEDULE
13D
|
Page
3 of 5 Pages
|
Item
1.
Security and Issuer.
This
statement relates to the Common Stock of BlastGard International, Inc. (the “Issuer”). The Issuer’s executive
office is located at 2451 McMullen Booth Road, Suite 212, Clearwater, FL 33759.
Item
2.
Identity and Background.
|
(a)
|
The
reporting person is 2538093 Ontario Inc.
|
|
|
|
|
(b)
|
The
address of the reporting person is 140 Yonge Street, Suite 200, Toronto, Ontario M5C 1X6.
|
|
|
Place
of incorporation: Ontario
|
|
|
Principal
Business: Investments
|
|
|
|
|
(c)
|
Not
applicable.
|
|
|
|
|
(d)
|
None.
|
|
|
|
|
(e)
|
None.
|
|
|
|
|
(f)
|
Canada
|
Item 3.
Source or Amount of Funds or Other Consideration.
As
reported below, the acquisition of securities by the reporting person did not involve cash, but rather was a stock for stock swap.
Description
of transaction resulting in a change of control.
On
November 14, 2016, 2538093 Ontario Inc. (“Ontario”) acquired in a stock for stock exchange with 8464081 Canada Inc.
(“Canada”) 200,528,362 shares of common stock of BlastGard and warrants to purchase 41,801,793 additional shares of
common stock of BlastGard at an exercise price of $.009 per share. After the completion of this transaction, Ontario will have
the beneficial ownership interest in 242,330,155 shares of common stock of BlastGard, representing 59.3% of the outstanding shares
of BlastGard. Accordingly, at the completion of the transaction, Canada has transferred 100% of its ownership interest in BlastGard
to Ontario. Canada, which is controlled by Barbara J. Amiel, will continue to have 50% of the voting rights of Ontario, whose
other principal owner is an entity controlled by Craig Campbell, a former director of BlastGard and the President and owner of
our newly engaged consultant, Resilience Capital Inc. Craig Campbell has an indirect ownership of 40%, and the right to exercise
the remaining 50% of the voting rights, of Ontario. Paul Sparkes, Chairman of BlastGard, has an indirect minority interest (i.e.
10%) of Ontario through a 20% ownership interest in the entity owned by Mr. Campbell.
Prior
to the change in control described herein, Canada, by agreement with BlastGard, which rights have been assigned to Ontario, has
the right to appoint a majority of the directors of BlastGard and right of first refusal to participate in future financings.
Currently, three of the existing seven directors of BlastGard were appointed by Canada. Contemporaneous with the reporting person’s
acquisition of control of the Registrant, an affiliated entity, Resilience Capital Inc. entered into a consulting agreement with
the Registrant pursuant to which it will receive consulting fees with an annual fee of $250,000. This entity is owned by Craig
Campbell, the president and principal owner of Resilience.
CUSIP
No. 093442101
|
SCHEDULE
13D
|
Page
4 of 5 Pages
|
Item 4.
Purpose of the Transaction.
The
purpose of the acquisition of a controlling interest in the Issuer was solely for investment purposes and not for the purposes
identified under (a) – (j), except as follows: (i) the reporting person has the right to nominate and appoint a majority
of the directors to the board and (ii) it has a right of first refusal to maintain its beneficial stock ownership stock interest.
An affiliate of the reporting person as described above, has entered into a consulting agreement with BlastGard. Reference is
made to a Form 8-K (date of earliest event November 14, 2016) filed with the Securities and Exchange Commission for additional
information.
Item 5.
Interest in Securities of the Issuer.
|
(a)–
(b)
|
As
of November 14, 2016, the Issuer has outstanding 366,976,178 shares of Common Stock. On that date, the reporting person acquired
a beneficial ownership in securities of the Issuer totaling 242,330,155 shares of common stock, representing 59.3% of the outstanding
shares. The reporting person has the sole voting power and dispositive power with respect to the aforementioned securities. As
of November 14, 2016, the reporting person acquired warrants to purchase 41,801,793 shares of common stock exercisable at $.009
per share. These warrants are included in the beneficial share ownership described above.
|
|
|
|
|
(c)
|
Reference is made to Item 3 above for a description
of the transaction in which the reporting person acquired control of the Issuer.
|
|
|
|
|
(d)
|
Not
applicable.
|
|
|
|
|
(e)
|
Not
applicable.
|
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On
April 4, 2013, Alpha Capital Anstalt, closed on an agreement (the “Purchase and Exchange Agreement”) with 8464081
Canada Inc. (“Canada”), pursuant to which Canada acquired control of the Issuer. In connection with Canada acquiring
control of the Issuer, the Issuer agreed as follows:
●
|
Canada
has the right to nominate and appoint to the Board at least 50% of the Board members;
|
|
|
●
|
Canada
has a right of first refusal to participate in future financings up to its pro rata share of Common Stock of the Issuer.
|
Pursuant
to the transaction described under Item 3, Canada assigned the contractual rights described above to Ontario.
Item 7.
Material to be filed as Exhibits.
Incorporated
by reference is the Issuer’s Form 8-K dated November 14, 2016, which includes a copy of a consulting agreement entered into
between the Issuer and Resilience Capital, an affiliated entity.
CUSIP
No. 093442101
|
SCHEDULE
13D
|
Page
5 of 5 Pages
|
SIGNATURES
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.
|
2538093
Ontario Inc.
|
|
|
|
Dated:
November 23, 2016
|
By:
|
/s/
Craig Campbell
|
|
|
Craig
Campbell, President
|
Highcom Global Security (CE) (USOTC:HCGS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Highcom Global Security (CE) (USOTC:HCGS)
Historical Stock Chart
From Jul 2023 to Jul 2024