U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Name of
Issuer)
Common
Stock, $0.10 par value
(Title of
Class of Securities)
(CUSIP
Number)
TUSA
Acquisition Corporation
520
Brickell Key Drive, #1607
Miami,
Florida 33131
Attn: Daisy
Rodriguez, President
+1-310-383-0008
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 1,
2010
(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(b)(3) or (4), check the following box.
o
*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
TUSA
Acquisition Corporation
IRS
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
IRS
No.: 27-3087547
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2
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CHECK
THE APPROPRIATE BOX IF A STOCKHOLDER OF A GROUP
(a)
o
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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
127,931
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
127,931
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
127,931
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)
33.33%
of Series E Convertible Preferred Stock*
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14
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TYPE
OF REPORTING PERSON
CO
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* Represents
63,965,500 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 29.53% 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
Daisy
Rodriquez
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 STOCKHOLDER OF A GROUP
(a)
o
(b)
o
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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)
o
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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
127,931
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
127,931
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
127,931
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)
33.33% 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
63,965,500 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 29.53% 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 TUSA Acquisition Corporation, a Delaware
corporation (“TUSA”), and Daisy Rodriquez, a citizen of the United States of
America. TUSA and Ms. Rodriquez are sometimes collectively referred
to as the “Reporting Persons”.
(b) The
business address of the Reporting Persons is c/o Daisy Rodriquez, President,
TUSA Acquisition Corporation, 520 Brickell Key Drive, #1607, Miami, Florida
33131.
(c) Ms.
Rodriquez is an investor, and the president and a stockholder of TUSA, 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
TUSA
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. Ms. Rodriquez is a stockholder and the President 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 127,931 shares of Series E Convertible Preferred Stock
of the Issuer owned directly by TUSA, representing approximately 33.3% of the
shares of such preferred stock of the Issuer outstanding. The shares
of such preferred stock is convertible into 63,965,500 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 29.53% 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. Ms. Rodriquez does
not directly own any shares of the Issuer. As a stockholder of TUSA,
Ms. Rodriquez may be deemed to have indirect beneficial ownership of the shares
of Issuer owned by TUSA to the extent of her ownership interest in
TUSA.
(b)
TUSA,
which is controlled by Ms. Rodriquez at its president, 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 TUSA
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, TUSA 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 TUSA 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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TUSA
ACQUISITION CORPORATION
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By:
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/s/ Daisy
Rodriquez
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Name:
Daisy Rodriquez
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Title:
President
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Dated: August
6, 2010
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By:
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/s/ Daisy Rodriquez
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CAMOFI
Master LDC
CAMHZN
Master LDC
c/o
Centrecourt Asset Management LLC
350
Madison Ave., 8
th
Floor
New York,
NY 10017
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Re:
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U.S. Aerospace, Inc.
(the “Company”)
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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.
Each of
the Purchasers agrees that, without the undersigned’s prior written consent,
prior to July 31,2011, they will not enforce any remedies under Section 9(b) of
the Senior Notes due July 31, 2011 (“Notes”), except for an Event of Default
that results from (a) the entering into indebtedness or the incurring of liens
on assets of the Company or its subsidiaries that is not expressly subordinate
to the Purchasers and on commercially reasonable terms, (b) the
amending of the terms of any governing documents or the acquiring or making of
any payment in respect of any of its equity securities, (c) the entering into a
transaction with an affiliate or the undersigned involving the payments of cash
or equity, (d) the selling of substantial assets of the Company or any of its
subsidiaries outside of the ordinary course of business, other than for
reasonably equivalent value, (e) the selling of all or substantially all of the
assets of the Company or any of its subsidiaries, (f) foreclosure or other
enforcement action taken against its collateral by other creditors of Company,
(f) the Company or any of its subsidiaries commences or there is commenced
against any such party a bankruptcy or similar proceeding, or (g) the Company or
any of its subsidiaries engages in a Change of Control or Fundamental
Transaction (each as defined in the Notes).
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 all of the Company’s obligations to
each of the Purchasers under the Notes have been satisfied in
full. 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.
This
letter agreement is for the benefit of the parties hereof and no third parties
shall be entitled to rely hereon and 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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TUSA
Acquisition Corporation
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Printed
Name of Holder
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By:
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Signature
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Daisy
Rodriguez, President
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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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CAMOFI
Master LDC
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By:
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Signature
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Printed
Name of Person Signing
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CAMHZN
Master LDC
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By:
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Signature
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Printed
Name of Person Signing
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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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TUSA
ACQUISITION CORPORATION
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By:
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/s/ Daisy
Rodriquez
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Name:
Daisy Rodriquez
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Title:
President
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Dated: August
6, 2010
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By:
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/s/ Daisy Rodriquez
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