U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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(Name
of Issuer)
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Common
Stock, $0.10 par value
(Title
of Class of Securities)
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(CUSIP
Number)
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Richard
N. Berkshire, Esq.
Berkshire
& Burmeister
1301
South 75th Street, Suite 100
Omaha,
Nebraska 68124
(402)
827-7000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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(Date
of Event which Requires Filing of this Statement
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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(b)(3) or (4), check the following
box.
*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
disclosures provided in a prior cover page.
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1
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NAME
OF REPORTING PERSON
American
Defense Investments, LLC
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IRS
No.: 27-3096106
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
– See Item 3
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
255,862
shares of Series E Convertible Preferred Stock*
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
255,862
shares of Series E Convertible Preferred Stock*
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,862
shares of Series E Convertible Preferred Stock*
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%
of Series E Convertible Preferred Stock**
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14
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TYPE
OF REPORTING PERSON
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* Represents
127,931,000 shares of common stock convertible from the shares of Series E
Convertible Preferred Stock, with the shares of preferred stock voting on an
as-converted basis together with the outstanding shares of common stock as a
single combined class. See Item 5(a) below.
**
Represents 59% of the shares of preferred stock voting on an as-converted basis
together with the outstanding shares of common stock as a single combined
class.
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1
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NAME
OF REPORTING PERSON
Richard
N. Berkshire
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IRS
No.:
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
255,862
shares of Series E Convertible Preferred Stock*
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
255,862
shares of Series E Convertible Preferred Stock*
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,862
shares of Series E Convertible Preferred Stock*
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67%
of Series E Convertible Preferred Stock**
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14
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TYPE
OF REPORTING PERSON
IN
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* Represents
127,931,000 shares of common stock convertible from the shares of Series E
Convertible Preferred Stock, with the shares of preferred stock voting on an
as-converted basis together with the outstanding shares of common stock as a
single combined class. See Item 5(a) below.
**
Represents 59% of the shares of preferred stock voting on an as-converted basis
together with the outstanding shares of common stock as a single combined
class.
ITEM
1.
SECURITY
AND ISSUER
This
Schedule 13D relates to shares of Series E Convertible Preferred Stock, par
value $1.00 per share, of U.S. Aerospace, Inc., a Delaware corporation (the
“Issuer”), each share of which is convertible into 500 shares of common stock,
par value $0.10 per share, of the Issuer. The principal executive
office of the Issuer is located at 10291 Trademark Street, Suite C, Rancho
Cucamonga, California 91730.
ITEM
2.
IDENTITY
AND BACKGROUND
(a) This
Schedule 13D is being filed jointly by American Defense Investments, LLC, a
Delaware limited liability company (“ADI”), and Richard N. Berkshire, a citizen
of the United States of America. ADI and Mr. Berkshire are sometimes
collectively referred to as the “Reporting Persons”.
(b) The
business address of the Reporting Persons is c/o Richard N. Berkshire, Esq.,
Berkshire & Burmeister, Attorneys at Law, 1301 South 75th Street, Suite 100,
Omaha, Nebraska 68124.
(c) Mr.
Berkshire is a practicing attorney, and a member and the managing director of
ADI, which holds an investment in the Issuer.
(d) During
the last five years, neither Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, neither Reporting Person has 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.
ITEM
3.
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
ADI
received its shares of preferred stock from the Issuer pursuant to an Agreement
and Plan of Merger dated as of July 1, 2010, in exchange for all of its shares
of common stock of Antonov USA, Inc., a Delaware corporation, which was
subsequently merged into the Issuer.
ITEM
4.
PURPOSE
OF TRANSACTION
The
Reporting Persons intend to hold the securities for investment
purposes. Mr. Berkshire is a member and the managing director of the
Issuer, and as such influences control over the Issuer.
ITEM
5.
INTEREST
IN SECURITIES OF THE ISSUER
(a)
The
aggregate number and percentage of shares of preferred stock to which this
Schedule 13D relates is 255,862 shares of Series E Convertible Preferred Stock
of the Issuer owned directly by ADI, representing approximately 67% of the
shares of such preferred stock of the Issuer outstanding. The shares
of such preferred stock are convertible into 127,931,000 shares of common stock
of the Issuer, and the Series E Convertible Preferred Stock votes together with
the common stock on an as-converted basis on all matters upon which stockholders
may vote. Accordingly, the Reporting Persons’ preferred stock
represents approximately 59% of the aggregate shares of such preferred stock and
common stock of the Issuer outstanding as a single combined
class. The ownership percentages are calculated on the basis of
24,727,640 shares of common stock outstanding as of May 7, 2010 as
reported by the Issuer in its Form 10-Q for the quarterly period ended March 31,
2010, and the issuance of the 383,793 shares of Series E Convertible Preferred
Stock pursuant to the July 1, 2010 Agreement and Plan of Merger. Mr.
Berkshire does not directly own any shares of the Issuer. As a member
of ADI, Mr. Berkshire may be deemed to have indirect beneficial ownership of the
shares of Issuer owned by ADI to the extent of his membership interest in
ADI.
(b)
ADI,
which is controlled by Mr. Berkshire at its managing director, has the sole
power to vote or direct the vote and the sole power to dispose or to direct the
disposition of the shares of common stock reported as beneficially owned by ADI
in Item 5(a) above.
(c) Except
for the transactions described in Item 3, during the last sixty days there were
no transactions in shares of stock of the Issuer effected by the Reporting
Persons.
(d),
(e) Not applicable.
ITEM
6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER
Effective
July 27, 2010, ADI entered into a lock up agreement with CAMOFI Master LDC and
CAMHZN Master LDC agreeing not to sell any shares of preferred stock or common
stock convertible therefrom without their consent.
ITEM
7.
MATERIAL TO BE FILED AS
EXHIBITS
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1.
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Lock
up agreement dated July 27, 2010, between ADI and CAMOFI Master LDC and
CAMHZN Master LDC
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2.
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Joint
Filing Agreement dated August 6, 2010, between and among the Reporting
Persons, pursuant to Rule 13d-1(k) of the Securities Exchange Act of
1934, as amended.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
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Dated: August
6, 2010
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AMERICAN
DEFENSE INVESTMENTS, LLC
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By:
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/s/ Richard N. Berkshire
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Name: Richard
N. Berkshire
Title: Managing
Director
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Dated: August
6, 2010
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By:
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/s/ Richard N.
Berkshire
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July 27,
2010
CAMOFI
Master LDC
CAMHZN
Master LDC
c/o
Centrecourt Asset Management LLC
350
Madison Ave., 8
th
Floor
New York,
NY 10017
Re:
U.S. Aerospace, Inc. (the
“Company”)
Dear
Gentlemen:
The
undersigned is an owner of record or beneficially of certain shares of preferred
stock (“Preferred Stock”) of the Company. The Company proposes to enter into a
financing transaction (the “Transaction”) with CAMOFI Master LDC and CAMHZN
Master LDC (collectively, the “Purchasers”). The undersigned
recognizes that the Transaction will be of benefit to the undersigned and will
benefit the Company. The undersigned acknowledges that the Company
and the Purchasers are relying on the representations and agreements of the
undersigned contained in this letter agreement in carrying out the
Transaction.
In
consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not (and will cause any immediate family member of (i) the
undersigned or (ii) the undersigned’s spouse, living in the undersigned's
household not to), without the prior written consent of each of the Purchasers
(which consent may be withheld in its sole discretion), directly or indirectly,
sell, transfer, offer to sell or transfer, contract or grant any option to sell
(including without limitation any short sale), pledge, transfer, establish an
open “put equivalent position” within the meaning of Rule 16a-1(h) under
the Securities Exchange Act of 1934, as amended (the “1934 Act”), or otherwise
dispose of any shares of Preferred Stock, options or warrants to acquire shares
of Preferred Stock, or securities exchangeable or exercisable for or convertible
from the shares of Preferred Stock currently or hereafter owned either of record
or beneficially (as defined in Rule 13d-3 promulgated under the 1934 Act),
by the undersigned (or such spouse or family member), or publicly announce an
intention to do any of the foregoing, until July 31, 2011, except to a person
agreeing to be subject to the terms of this agreement. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of shares
of Preferred Stock or securities convertible into or exchangeable or exercisable
for or convertible from Preferred Stock held by the undersigned except in
compliance with the foregoing restrictions.
[remainder
of page intentionally left blank]
This
letter agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives and assigns of the
undersigned. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to any
conflict of laws principles.
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American Defense Investments,
LLC
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Printed
Name of Holder
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By:____________________________________
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Signature
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Richard N. Berkshire, Managing
Director
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Printed
Name of Person Signing
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(and
indicate capacity of person signing, if signing as custodian, trustee, or
on behalf of an entity)
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SCHEDULE
13D JOINT FILING AGREEMENT
In
accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing on behalf of each of
them of a Schedule 13D (including any additional amendments thereto) with
respect to the securities of U.S. Aerospace, Inc. and that this Agreement be
filed as an Exhibit to such Schedule 13D. The undersigned further
agree that any amendments to such statement on Schedule 13D may be filed
jointly on behalf of each of them without the necessity of entering into
additional joint filing agreements.
The
undersigned further agree that each party hereto is responsible for timely
filing of such statement on Schedule 13D and any amendments thereto, and
for the completeness and accuracy of the information concerning such party
contained therein; provided that no party is responsible for the completeness or
accuracy of the information concerning any other party, unless such party knows
or has reason to believe that such information is inaccurate.
The
undersigned shall not be deemed to admit membership in a group by reason of
entering into this Joint Filing Agreement.
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Dated: August
6, 2010
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AMERICAN
DEFENSE INVESTMENTS, LLC
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By:
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/s/ Richard N. Berkshire
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Name: Richard
N. Berkshire
Title: Managing
Director
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Dated: August
6, 2010
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By:
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/s/ Richard N.
Berkshire
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US Aerospace (CE) (USOTC:USAE)
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