UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
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INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2
AFTERSOFT GROUP, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
00210T102
(CUSIP NUMBER)
SEPTEMBER 8, 2009
(DATE OF EVENT WHICH REQUIRES FILING 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)
CUSIP NO. 00210T102 13G Page 2 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
Parker Quillen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER 5. SOLE VOTING POWER: 26,058
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 5,494,161*
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 26,058
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 5,494,161*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,520,219
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.6%**
12. TYPE OF REPORTING PERSON:
IN
* Such shares are owned directly by BBE Group Holdings LLC, of which each of
Parker Quillen and Whitney Quillen is a director/trustee and each has voting and
disposition power over these shares.
**Based on 83,498,874 Common Shares outstanding as reported by the Company in
its annual report on Form 10-K for the year ended June 30, 2009 filed with the
Securities and Exchange Commission on September 25, 2009.
CUSIP NO. 00210T102 13G Page 3 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
BBE Group Holdings LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER 5. SOLE VOTING POWER: 5,494,161*
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER:
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 5,494,161
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER:
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,494,161
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.6%**
12. TYPE OF REPORTING PERSON:
IN
* Parker Quillen and Whitney Quillen are each a director/trustee of BBE Group
Holdings LLC and share voting and disposition power of the shares owned by BBE
Group Holdings LLC.
**Based on 83,498,874 Common Shares outstanding as reported by the Company in
its annual report on Form 10-K for the year ended June 30, 2009 filed with the
Securities and Exchange Commission on September 25, 2009.
CUSIP NO. 00210T102 13G Page 4 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY):
Whitney Quillen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER 5. SOLE VOTING POWER: 124,214*
OF SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 5,494,161**
OWNED
BY EACH 7. SOLE DISPOSITIVE POWER: 124,214
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 5,494,161
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,618,375
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.7%***
12. TYPE OF REPORTING PERSON:
IN
*3,090 of such shares are owned directly by Whitney Quillen, 60,164 are owned
directly by Q Properties, an entity of which Whitney Quillen is the general
partner and has sole voting and disposition power and 60,960 are owned by his
minor children.
** Such shares are owned directly by BBE Group Holdings LLC, of which Whitney
Quillen and Parker Quillen each is a director/trustee and each has shared voting
and disposition power over these shares.
***Based on 83,498,874 Common Shares outstanding as reported by the Company in
its annual report on Form 10-K for the year ended June 30, 2009 filed with the
Securities and Exchange Commission on September 25, 2009.
CUSIP NO. 00210T102 13G Page 5 of 9 Pages
ITEM 1 (a) NAME OF ISSUER:
Aftersoft Group, Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Second Floor, 9 Lower Bridge Street, Chester, UK CH1 1RS
ITEM 2 (a) NAME OF PERSON FILING:
Parker Quillen
BBE Group Holdings LLC ("BBE")
Whitney Quillen
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Parker Quillen
c/o Quilcap Corp.
145 East 57th Street, 10th Floor
New York, NY 10022
BBE Group Holdings LLC
c/o Quilcap Corp.
145 East 57th Street, 10th Floor
New York, NY 10022
Whitney Quillen
c/o Quilcap Corp.
145 East 57th Street, 10th Floor
New York, NY 10022
ITEM 2 (c) CITIZENSHIP:
Parker Quillen is a citizen of the United States. BBE is a
Delaware limited liability company. Whitney Quillen is a
citizen of the United States.
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.0001 per share (the "Common Shares")
ITEM 2 (e) CUSIP NUMBER:
00210T102
CUSIP NO. 00210T102 13G Page 6 of 9 Pages
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:
(a) ( ) Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) ( ) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) ( ) A Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ X ]
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
5,523, 309 shares of common stock
(b) Percentage of Class:
6.7% (based on 83,498,874 Common Shares as reported by
the Company in its annual report on Form 10-K for the
year ended June 30, 2009 filed with the Securities and
Exchange Commission on September 25, 2009).
CUSIP NO. 00210T102 13G Page 7 of 9 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: Parker
Quillen has sole power to vote or direct the vote
of 26,058 shares; Whitney Quillen has sole power
to vote or direct the vote of 124,214 shares (of
which 3,090 are owned directly by him, 60,164 are
owned indirectly by him in his capacity as the
general partner of Q properties and 60,960 are
owned indirectly by him as custodian of his minor
children) and BBE Group Holdings LLC has sole
power to vote or direct the vote of 5,494,161
shares;
(ii) shared power to vote or to direct the vote: Parker
Quillen and Whitney Quillen are each a director/
trustee of BBE Group Holdings LLC and as such share
power to vote or direct the vote of 5,494,161
shares;
(iii) sole power to dispose or to direct the disposition
of : Parker Quillen has sole power to dispose or
direct the disposition of 26,058 shares; Whitney
Quillen has sole power to dispose or direct the
disposition of 124,214 shares (of which 3,090 are
owned directly by him, 60,164 are owned indirectly
by him in his capacity as the general partner of Q
properties and 60,960 are owned indirectly by him
as custodian of his minor children) and BBE Group
Holdings LLC has sole power to dispose or direct
the disposition of 5,494,161 shares; and
(iv) shared power to dispose or to direct the
disposition of: Parker Quillen and Whitney
Quillen are each a director/ trustee of BBE Group
Holdings LLC and as such share power to dispose
or direct the disposition of 5,494,161 shares
Parker Quillen and Whitney Quillen are directors and
trustees of BBE Group Holdings LLC and as such have the
shared power to vote and dispose of the shares owned by
BBE Group Holdings LLC.
Mr. Parker Quillen is the President of Quilcap Corp.,
which is the general partner of Little Wing, L.P. and
was the sole managing member of Quilcap Management, LLC,
the investment manager of Little Wing, L.P. and
Tradewinds Funds, Ltd.
Mr. Whitney Quillen is the general partner of Q
Properties and has sole voting and disposition power
over the shares owned by Q Properties and has sole
voting power of the shares owned by his minor children.
CUSIP NO. 00210T102 13G Page 8 of 9 Pages
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.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
By signing below I certify that, to the best of my 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 the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP NO. 00210T102 13G Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: October 16, 2009
BBE GROUP HOLDINGS LLC
By: /S/ PARKER QUILLEN /S/ PARKER QUILLEN
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Parker Quillen, Co-Trustee Parker Quillen
/S/ WHITNEY QUILLEN
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Whitney Quillen