CUSIP
No. 217712207
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13D
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1
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NAME
OF REPORTING PERSON
The
Brewer Group, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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
WC,
OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Minnesota
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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
0
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8
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SHARED
VOTING POWER
510,500
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
510,500
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
510,500
(1)
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14
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TYPE
OF REPORTING PERSON
CO
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(1)
This amount represents shares of Common Stock beneficially owned by the Reporting Persons
as of December 31, 2016.
CUSIP
No. 217712207
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13D
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1
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NAME
OF REPORTING PERSON
BSI
Wealth Management LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
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SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC,
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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☐
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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
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
510,500
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
510,500
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
510,500
(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
|
14
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TYPE
OF REPORTING PERSON
IA,OO
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|
|
|
|
|
|
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(1)
This amount represents shares of Common Stock beneficially owned by the Reporting Persons
as of December 31, 2016.
1
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NAME
OF REPORTING PERSON
Jack
Brewer
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC,
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States Citizen
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|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
510,500
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
510,500
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
510,500
(1)
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
|
14
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TYPE
OF REPORTING PERSON
IN
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(1)
This amount represents shares of Common Stock beneficially owned by the Reporting Persons
as of December 31, 2016.
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Item
1. Security and Issuer.
This
Statement of Beneficial Ownership on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001
per share (the “Common Stock”), of COPsync, Inc., a Delaware corporation (the “Company”). The Company
reports that its principal executive offices are located at 16415 Addison Road, Suite 300, Addison, Texas 75001.
Item
2. Identity and Background.
This
Schedule 13D is jointly filed on behalf of (i) The Brewer Group, Inc., a consulting firm; (ii) BSI Wealth
Management LLC (d/b/a Brewer Capital Management), a registered investment adviser and affiliate of The Brewer Group, Inc.; and
(iii) Jack Brewer, Chief Executive Officer and Portfolio Manager of The Brewer Group, Inc.
The
Brewer Group, Inc., a Minnesota corporation, BSI Wealth Management LLC, a Delaware limited liability company, and Jack Brewer,
an individual and United States citizen, are sometimes referred to herein as a “Reporting Person,” on an individual
basis, and collectively, as the “Reporting Persons.”
The
principal business office for The Brewer Group, Inc. is 6200 Excelsior Boulevard, Suite 104, St. Louis Park, Minnesota 55416.
The
principal business office for BSI Wealth Management LLC is 125 Park Avenue, 16th Floor, New York, New York 10017.
The
principal business office for Mr. Brewer is 6200 Excelsior Boulevard, Suite 104, St. Louis Park, Minnesota 55416.
None
of the Reporting Persons has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
None
of the Reporting Persons has, during the last five (5) years, 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.
The
Common Stock reported herein as being beneficially owned by the Reporting Persons as of December 31, 2016 was purchased from the
Company using working capital of funds under management of the Reporting Persons and was also acquired by the Reporting Persons
as compensation for certain services rendered to the Company pursuant to endorsement and business development contracts. The Reporting
Persons expended an aggregate of approximately $600,000 in working capital to purchase 171,000 shares of Common Stock and acquired
339,500 shares of Common Stock as compensation for endorsement and business development services rendered to the Company.
Item
4. Purpose of Transaction.
Between
September 2015 and December 2016, the Reporting Persons acquired shares of Common Stock for investment purposes because they believed
such shares represented an attractive investment opportunity, as well as acquired shares of Common Stock as compensation for certain
services rendered to the Company pursuant to endorsement and business development contracts. During this period, the Reporting
Persons inadvertently acquired shares of Common Stock which caused the Reporting Persons to beneficially own more than 5% of the
Company’s outstanding shares of Common Stock. Specifically, on February 15, 2016, the Reporting Persons acquired 107,500
shares of Common Stock as compensation for services provided to the Company pursuant to endorsement contracts. As of February
15, 2016, the Reporting Persons beneficially owned 423,500 shares of Common Stock, which represented approximately 5.1% of the
Company’s outstanding shares of Common Stock based on 8,362,903 shares of Common Stock outstanding as of January 21, 2016,
as reported in the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the “SEC”) on January 26, 2016. The Reporting Persons are now filing this Schedule 13D in order to report
such beneficial ownership in compliance with the securities laws.
Item
5. Interest in Securities of the Issuer.
(a) As of December 31, 2016, the Reporting Persons beneficially owned 510,500 shares of Common Stock, which represented approximately
5.7% of the Company’s outstanding shares of Common Stock. The foregoing percentage is calculated based on 8,915,522 shares
of Common Stock outstanding as of November 8, 2016, as reported in the Company’s Quarterly Report on Form 10-Q filed with
the SEC on November 14, 2016.
(b) Mr.
Brewer, as the Chief Executive Officer and Portfolio Manager of The Brewer Group, Inc., may direct the vote and disposition of
the 510,500 shares of Common Stock beneficially owned by The Brewer Group, Inc. Mr. Brewer, as the managing member of Brewer Sports
International, LLC, which is the managing member of BSI Wealth Management LLC, may direct the vote and disposition of the 510,500
shares of Common Stock beneficially owned by BSI Wealth Management LLC.
See
also Item 2 above.
(c) While
this Schedule 13D is being filed as of February 15, 2016, on November 6, 2017, as part of its process of withdrawing as a registered
investment advisor, BSI Wealth Management LLC transferred discretionary voting and investment authority over 238,500 shares of
Common Stock to its advisory clients. As of November 6, 2017, the Reporting Persons beneficially own 92,000 shares of Common Stock,
which represent approximately 0.7% of the Company’s outstanding shares of Common Stock based on 12,282,136 shares of Common
Stock outstanding as of February 14, 2017, as reported in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5)
with the SEC on February 17, 2017.
(d) Not applicable.
(e) On
January 5, 2017, the Reporting Persons ceased to beneficially own more than 5% of the Common Stock. As of January 5, 2017, the
Reporting Persons beneficially owned 410,500 shares of Common Stock, which represented approximately 4.2% of the Company’s
outstanding shares of Common Stock based on 9,710,522 shares of Common Stock outstanding as of January 3, 2017, as reported in
the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the SEC on January 6, 2017.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
None.
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
Dated:
December 15, 2017
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THE
BREWER GROUP, INC.
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By:
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/s/
Jack Brewer
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Name:
Jack Brewer
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Title:
Chief Executive Officer
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