-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GrJOLl5sUszAVpVTftZOKiB3MR773N+5Nf1MXwmsCJ5oFy/DTLiUUGdGf2PPE0/A o0fakIoCU7ZrzJWYHk01jw== 0001144204-05-011354.txt : 20050414 0001144204-05-011354.hdr.sgml : 20050414 20050414130603 ACCESSION NUMBER: 0001144204-05-011354 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050414 DATE AS OF CHANGE: 20050414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FBO AIR, INC. CENTRAL INDEX KEY: 0001128281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 870617649 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80659 FILM NUMBER: 05750192 BUSINESS ADDRESS: STREET 1: 9078 EAST CHARTER OAK CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 480.634.6565 MAIL ADDRESS: STREET 1: 9078 EAST CHARTER OAK CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: SHADOWS BEND DEVELOPMENT INC DATE OF NAME CHANGE: 20010220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WACHTEL WILLIAM B CENTRAL INDEX KEY: 0001236945 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129099500 MAIL ADDRESS: STREET 1: 110 EST 59TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 v016231_13d.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FBO Air, Inc. -------------------------------- (Name of Issuer) Common Stock, $0.001 par value ------------------------------- (Title of Class of Securities) 30246 H -------------------------------- (CUSIP Number) Robert W. Berend Wachtel & Masyr, LLP 110 East 59th Street New York, New York 10022 (212) 909-9595 --------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 2005 ------------------------------- (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), 13d-1(f) or 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 for other parties to whom copies are to be sent. (Continued on following pages) Page 1 of 5 Pages Page 2 of 5 1. NAME OF REPORTING PERSON William B. Wachtel I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 7. SOLE VOTING POWER 2,947,781 shares BENEFICIALLY OWNED BY EACH 8. SHARED VOTING POWER 0 shares REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 2,947,781 shares REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 shares 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,947,781 shares 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.98% 14. TYPE OF REPORTING PERSON IN Page 3 of 5 Item 1. Security and Issuer This Statement on Schedule 13D, filed with respect to an event that occurred on March 31, 2005, relates to shares of the Common Stock, $0.001 par value (the "Common Stock"), of FBO Air, Inc., a Nevada corporation (the "Issuer"), whose principal executive offices are located at 9078 East Charter Oak, Scottsdale, AZ 85260. Item 2. Identity and Background (a), (b), (c) and (f). This Statement on Schedule 13D is filed on behalf of William B. Wachtel (the "Reporting Person"). The following table sets forth the name, the principal occupation, the address of the principal office and the citizenship of the Reporting Person. Name: William B. Wachtel Principal Occupation: Mr. Wachtel is a partner of Wachtel & Masyr, LLP, 110 East 59th Street, New York, NY 10022, which serves as legal counsel to, among other clients, the Issuer. Business Address: c/o Wachtel & Masyr, LLP 110 East 59th Street New York, NY 10022 Citizenship: United States (d) - (e). During the five years prior to the date hereof, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person 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 Not Applicable Item 4. Purpose of the Transaction The Reporting Person acquired the securities of the Issuer as an investment. On March 31, 2005, he was elected as a director of the issuer and as its Chairman of the Board. While he has no present plans to do so, the Reporting Person reserves the right to acquire additional shares of the Common Stock in the open market or otherwise. The Reporting Person also reserves the right to sell shares that he has purchased. The Reporting Person currently has no other plans or proposals which would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; Page 4 of 5 (c) Except for his election as a director and as Chairman of the Board of the Issuer as described above, no other change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (d) Any material change in the present capitalization or in the dividend policy of the Issuer; (e) Any other material change in the Issuer's business or corporate structure; (f) Changes in the Issuer's charter or bylaws or other actions which might impede the acquisition of control of the Issuer by any person; (g) Causing the Common Stock to be deleted from trading on the OTC Bulletin Board, although the Reporting Person as Chairman of the Board and a director of the Issuer will seek to have the Common Stock, when it qualifies, listed on a national securities exchange or to be quoted on the Nasdaq Stock Market; (h) The Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (i) Any action similar to any of those enumerated. Item 5. Interest in Securities of the Issuer (a) Based on information provided to the Reporting Person by the Issuer, as of March 31, 2005, there were 10,194,393 shares of the Common Stock issued or outstanding as of the date hereof. The Reporting Person beneficially owns an aggregate of 2,947,781 shares of the Common Stock or approximately 24.98% of the outstanding shares of the Common Stock. The holdings referenced herein include 1,400,000 shares of the Common Stock issuable upon the conversion of 42 shares of the Issuer's Series A Convertible Preferred Stock, $0.001 par value (the "Convertible Preferred Stock"), and 208,336 shares issuable upon the exercise of a warrant expiring March 30, 2010 (the "Co-Investor Warrant"). (b) The Reporting Person has the sole power to vote or direct the disposition of all 2,947,781 shares of the Common Stock, except that there is no voting right with respect to the Co-Investor Warrant, which is currently exercisable, until exercised. (c) On March 31, 2005, the Reporting Person acquired the 42 shares of the Convertible Preferred Stock and the Co-Investor Warrant for an aggregate purchase price of $416,667 as part of the Co-Investment phase of a private placement by the Issuer pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended. In the Co-Investment phase, the Issuer offered units (the "Co-Investment Units") at $100,000 per Co-Investment Unit, each Co-Investment Unit consisting of (i) ten shares of the Convertible Preferred Stock and (ii) a Co-Investor Warrant to purchase 50,000 shares of the Common Stock. On April 8, 2005, the Reporting Person acquired for an aggregate purchase price of $133,332, an aggregate of 1,339,445 shares of the Common Stock from the holders of the Company's 8% Convertible Notes due April 15, 2009 (the "Convertible Notes") in the aggregate principal amount of $400,000 which they converted on March 31, 2005 into an aggregate of 4,018,375 shares of the Common Stock. (d) Not applicable. (e) Not applicable. Page 5 of 5 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except as described elsewhere in this Schedule 13D, the Reporting Person has no contract, arrangement, understanding or relationship with one or more security holders of the Issuer or others, with respect to the purchase, holding, voting or disposition of shares of Common Stock or other securities of the Issuer which are convertible or exercisable into such shares. The Reporting Person reserves the right to enter into any such contract, arrangement, understanding or relationship in the future. Item 7. Material to be Filed as Exhibits None Signatures After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 8, 2005 /s/ William B. Wachtel ---------------------- William B. Wachtel -----END PRIVACY-ENHANCED MESSAGE-----