SC 13G 1 form13g_apitechnologies.htm SCHEDULE 13G form13g_apitechnologies.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

API Technologies Corp.
------------------------------
(Name of Issuer)

Common Stock, $.001 par value per share
---------------------------------------
(Title of Class of Securities)

00187E104
---------
(CUSIP Number)

May 10,2010
----------------
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[   ]
Rule 13d-1(b)
 
[X]
Rule 13d-1(c)
 
[   ]
Rule 13d-1(d)


*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 the 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.
00187E104
13G
Page 2 of 8



1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
             HARVEY SANDLER REVOCABLE TRUST
 
2.
Check the Appropriate Box If a Member of a Group (See Instructions)
 
             a.      [  ]
             b.      [  ]
 
3.
SEC Use Only
 
4
Citizenship or Place of Organization
 
    FLORIDA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
Sole Voting Power
 
1,748,896
 
6.
Shared Voting Power
 
0
 
7.
Sole Dispositive Power
 
1,748,896
 
8.
Shared Dispositive Power
 
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,748,896 shares of Common Stock
 
10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented By Amount in Row (9)
 
5.26%
 
12.
Type of Reporting Person (See Instructions)
 
OO
 



 
 

 
CUSIP No.
00187E104
13G
Page 3 of 8


 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
             HARVEY SANDLER
 
2.
Check the Appropriate Box If a Member of a Group (See Instructions)
 
             a.      [  ]
             b.      [  ]
 
3.
SEC Use Only
 
4
Citizenship or Place of Organization
 
    United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
Sole Voting Power
 
1,748,896
 
6.
Shared Voting Power
 
0
 
7.
Sole Dispositive Power
 
1,748,896
 
8.
Shared Dispositive Power
 
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,748,896 shares of Common Stock
 
10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
 
[  ]
 
11.
Percent of Class Represented By Amount in Row (9)
 
5.26%
 
12.
Type of Reporting Person (See Instructions)
 
IN


 
 

 
CUSIP No.
00187E104
13G
Page 4 of 8


Item 1(a)
Name of Issuer: API Technologies Corp.    (the "Issuer")

Item 1(b)
Address of the Issuer's Principal Executive Offices:

 
2220 Smithtown Avenue, Ronkonkoma, N.Y.     11779

Item 2

1.
(a)
Name of Person Filing:

 
 
Harvey Sandler Revocable Trust

 
(b) 
Address of Principal Business Office or, if None, Residence:

 
 
c/o Sandler Enterprises, Inc., 21170 N.E. 22nd Court, North Miami Beach, Florida 33180

 
(c) 
Citizenship:

 
 
Harvey Sandler Revocable Trust is a trust organized under the laws of the State of Florida.

 
(d) 
Title of Class of Securities:

 
 
Common Stock, par value $0.001 per share

 
(e) 
CUSIP Number:

 
 
00187E104

2.
(a)
Name of Person Filing:

 
 
Harvey Sandler

 
(b) 
Address of Principal Business Office or, if None, Residence:

 
 
21170 N.E. 22nd Court
North Miami Beach, Florida 33180

 
(c) 
Citizenship:

 
 
Harvey Sandler is a United States citizen.

 
(d) 
Title of Class of Securities:

 
 
Common Stock, par value $0.001 per share

 
(e) 
CUSIP Number:

 
 
00187E104

Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
 
Not applicable.

 
 
 
 

 
CUSIP No.
00187E104
13G
Page 5 of 8
 

 
Item 4.
Ownership:

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
1. 
Harvey Sandler Revocable Trust

 
(a)
Amount beneficially owned:  1,748,896 shares of Common Stock, $0.001 par value per share, of API Technologies Corp.

 
(b)
Percent of class: 5.26%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 1,748,896 shares

 
(ii)
Shared powr to vote or to direct the vote: 0 shares

 
(iii)
Sole power to dispose or to direct the disposition of:  1,748,896 shares

 
(iv)
Shared power to dispose or to direct the disposition of: 0 shares

 
2. 
Harvey Sandler

 
(a)
Amount beneficially owned:  1,748,896 shares of Common Stock, $0.001 par value per share, of API Technologies Corp.

 
(b) 
Percent of class: 0%

 
(c) 
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 1,748,896 shares(1)

 
(ii)
Shared power to vote or to direct the vote: 0 shares

 
(iii)
Sole power to dispose or to direct the disposition of: 1,748,896 shares(1)

 
(iv)
Shared power to dispose or to direct the dispositionof: 0 shares

 
________________________

 
(1)           Harvey Sandler is the sole trustee of the Harvey Sandler Revocable Trust. As a result, Mr. Sandler may be deemed to beneficially own the shares held by the Harvey Sandler Revocable Trust and each of the reporting persons may be deemed to be a member of a group within the meaning of Rule 13d-5(b)(1).  The reporting persons do not admit to being members of a group and Mr. Sandler disclaims beneficial ownership of any securities held by the Harvey Sandler Revocable Trust.

 
 

 
CUSIP No.
00187E104
13G
Page 6 of 8


 
Item 5.
Ownership of Five Percent or Less of a Class:

 
Not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 
Not applicable.

Item 8.
Identification and Classification of Members of the Group:

 
See Exhibit A for Joint Filing Agreement.
 
Item 9.
Notice of Dissolution of Group:

 
Not applicable.
 
Item 10.
Certification:

By signing below the undersigned certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.



 
 

 
CUSIP No.
00187E104
13G
Page 7 of 8


SIGNATURES


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.

 
HARVEY SANDLER REVOCABLE TRUST
 
       
Date: May 14, 2010
By:
/s/ Harvey Sandler  
    Name: Harvey Sandler  
    Title:   Sole Trustee  
       
 
 
       
Date: May 14, 2010
By:
/s/ Harvey Sandler  
   
HARVEY SANDLER
 
       
                                                    
 
 

 
CUSIP No.
00187E104
13G
Page 8 of 8


Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) 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 statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of API TECHNOLOGIES CORP.  and that this Agreement be included as an Exhibit to such statement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the dates set forth next to the undersigned's name.

 
HARVEY SANDLER REVOCABLE TRUST
 
       
Date: May 14, 2010
By:
/s/ Harvey Sandler
 
   
Name: Harvey Sandler
 
   
Title: Sole Trustee
 
       
 
 
       
Date: May 14, 2010
By:
/s/ Harvey Sandler
 
   
HARVEY SANDLER