<PAGE>
Page 1 of 11 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
QUESTRON TECHNOLOGY, INC.
-------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
---------------------------------------
(Title of Class of Securities)
748372-208
--------------
(CUSIP Number)
Dominic A. Polimeni
Gulfstream Financial Group, Inc.
6400 Congress Avenue
Suite 200A
Boca Raton, FL 33487
(561) 241-5251
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 8, 1996
------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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.
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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 748372 20 8 PAGE 2 OF 11 PAGES
1. NAME OF REPORTING PERSON: Gulfstream Financial Group, Inc. ("Gulfstream")
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON: 65-0212776
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS 00
- ------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Florida corporation
- ------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER: Sole Voting Power: 420,773
BENEFICIALLY shares of Common Stock. (Includes 120,000 shares
OWNED BY issuable upon exercise of options held by
EACH Gulfstream to acquire these shares at $3.75 per
REPORTING share, and 40,500 shares issuable upon exercise
PERSON WITH of options held by Gulfstream to acquire these
shares at $6.625 per share.)
------------------------------------------------------
8. SHARED VOTING POWER
------------------------------------------------------
9. SOLE DISPOSITIVE POWER: 420,773 shares of
Common Stock. (Includes 120,000 shares issuable
upon exercise of options held by Gulfstream to
acquire these shares at $3.75 per share and 40,500
shares issuable upon exercise of options held by
Gulfstream to acquire these shares at $6.625
per share.)
------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
420,773 shares of Common Stock.* (Includes 120,000 shares issuable
upon exercise of options held by Gulfstream to acquire these shares
at $3.75 per share and 40,500 shares issuable upon exercise of
options held by Gulfstream to acquire these shares at $6.625 per
share.)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
*Does not include warrants to purchase 1,000,000 shares at $5.75 per share
which become exercisable on March 4, 1998.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.53% of Common Stock, based on 2,110,590 shares of Common Stock
outstanding at February 12, 1998. See response to Item 5 herein.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 748372 20 8 PAGE 3 OF 11 PAGES
1. NAME OF REPORTING PERSON: Dominic A. Polimeni
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS 00
- ------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER:
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER: 420,773 shares of Common
EACH Stock. (Includes 120,000 shares issuable upon
REPORTING exercise of options held by Mr. Polimeni to
PERSON acquire these shares at $3.75 per share, and
WITH 40,500 shares issuable upon exercise of options
held by Mr. Polimeni to acquire these shares
at $6.625 per share.)
------------------------------------------------------
9. SOLE DISPOSITIVE POWER:
------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 420,773 shares of
Common Stock. (Includes 120,000 shares issuable
upon exercise of options held by Mr. Polimeni to
acquire these shares at $3.75 per share and 40,500
shares issuable upon exercise of options held by
Mr. Polimeni to acquire these shares at $6.625
per share.)
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
420,773 shares of Common Stock.* (Includes 120,000 shares issuable
upon exercise of options held by Mr. Polimeni to acquire these shares
at $3.75 per share and 40,500 shares issuable upon exercise of
options held by Mr. Polimeni to acquire these shares at $6.625 per
share.)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
*Does not include warrants to purchase 1,000,000 shares at $5.75 per share
which become exercisable on March 4, 1998.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.53% of Common Stock, based on 2,110,590 shares of Common Stock
outstanding at February 12, 1998. See response to Item 5 herein.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 748372 20 8 PAGE 4 OF 11 PAGES
1. NAME OF REPORTING PERSON: Joan R. Gubitosi
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON:
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS 00
- ------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- ------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER:
SHARES
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER: 420,773 shares of Common
EACH Stock. (Includes 120,000 shares issuable upon
REPORTING exercise of options held by Mrs. Gubitosi to
PERSON acquire these shares at $3.75 per share, and
WITH 40,500 shares issuable upon exercise of options
held by Mrs. Gubitosi to acquire these shares
at $6.625 per share.)
------------------------------------------------------
9. SOLE DISPOSITIVE POWER:
------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 420,773 shares of
Common Stock. (Includes 120,000 shares issuable
upon exercise of options held by Mrs. Gubitosi to
acquire these shares at $3.75 per share and 40,500
shares issuable upon exercise of options held by
Mrs. Gubitosi to acquire these shares at $6.625
per share.)
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
420,773 shares of Common Stock.* (Includes 120,000 shares issuable
upon exercise of options held by Mrs. Gubitosi to acquire these shares
at $3.75 per share and 40,500 shares issuable upon exercise of
options held by Mrs. Gubitosi to acquire these shares at $6.625 per
share.)
- ------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
*Does not include warrants to purchase 1,000,000 shares at $5.75 per share
which become exercisable on March 4, 1998.
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
18.53% of Common Stock, based on 2,110,590 shares of Common Stock
outstanding at February 12, 1998. See response to Item 5 herein.
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- -------------------------------------------------------------------------------
<PAGE>
Page 5 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (par value $.001 per
share) of Questron Technology, Inc., a Delaware corporation (sometimes
hereinafter in this Schedule 13D referred to as the "Issuer" or the
"Company"), having its principal executive offices at 6400 Congress Avenue,
Suite 200A, Boca Raton, Florida 33487.
ITEM 2. IDENTITY AND BACKGROUND.
I. Corporate Securityholder
------------------------
(a) This statement is being filed by Gulfstream
Financial Group, Inc., a Florida corporation
(sometimes hereinafter referred to as
"Gulfstream").
(b) The address of Gulfstream's principal business and
principal office is: 6400 Congress Avenue, Suite 200A,
Boca Raton, FL 33487.
(c) The principal business of Gulfstream: Gulfstream was
formed for the purpose of providing financial consulting
and investment banking services.
(d) During the last five (5) years, Gulfstream has not been
convicted in a criminal proceeding.
(e) During the last five (5) years, Gulfstream has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
is not subject to a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
II. Executive Officers and Directors of, and Persons Controlling,
Gulfstream Financial Group, Inc.
-------------------------------------------------------------
Dominic A. Polimeni
-------------------
(a) The statement is also being filed by Dominic A. Polimeni,
the President, one of two Directors and a principal
stockholder of Gulfstream.
(b) Mr. Polimeni's business address is 6400 Congress Avenue,
Suite 200A, Boca Raton, FL 33487.
(c) Mr. Polimeni's principal occupation is as a Director and
the Chief Executive Officer and Chief Operating Officer of
the Issuer. Mr. Polimeni is also the Chief Executive
Officer and Chief Financial Officer of Quest Electronic
Hardware, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Issuer ("Quest"). Quest is a specialized
distributor of fasteners and electronic hardware sold to
electronic equipment manufacturers. Mr. Polimeni is also a
financial consultant and investment banker for Gulfstream,
which has
<PAGE>
Page 6 of 11 Pages
offices located at 6400 Congress Avenue, Suite 200A, Boca
Raton, FL 33487.
(d) During the last five (5) years, Mr. Polimeni has not
been convicted in a criminal proceeding.
(e) During the last five (5) years, Mr. Polimeni has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and is not
subject to a judgment, decree or final order enjoining
further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Mr. Polimeni is a United States citizen.
Joan R. Gubitosi
----------------
(a) The statement is also being filed by Joan R. Gubitosi,
the Secretary, one of two Directors and a principal
stockholder of Gulfstream.
(b) Mrs. Gubitosi's business address is 6400 Congress Avenue,
Suite 200A, Boca Raton, FL 33487.
(c) Mrs. Gubitosi's principal occupation is serving as
a Director and the Secretary for Gulfstream, which has
offices located at 6400 Congress Avenue, Suite 200A, Boca
Raton, FL 33487. Mrs. Gubitosi is also a Director and the
Secretary of Quest Electronic Hardware, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Issuer
("Quest"). Quest is a specialized distributor of fasteners
and electronic hardware sold to electronic equipment
manufacturers.
(d) During the last five (5) years, Mrs. Gubitosi has not been
convicted in a criminal proceeding.
(e) During the last five (5) years, Mrs. Gubitosi has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and is not
subject to a judgment, decree or final order enjoining
further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Mrs. Gubitosi is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The disclosure under Item 3 of the Schedule 13D dated April 7, 1995,
filed on behalf of Gulfstream Financial Group, Inc. is incorporated herein by
reference. All amounts reported in this amendment have been adjusted and all
amounts previously reported should be adjusted, as necessary, to reflect the
one-for-ten reverse split of the Common Stock of the Company which became
effective January 2, 1997.
<PAGE>
Page 7 of 11 Pages
Pursuant to an Exchange Agreement dated as of November 8, 1996
("Exchange Agreement"), Gulfstream agreed to exchange its right to receive
warrants to purchase up to 10% of the Common Stock outstanding as of March 31,
1995. Based upon the number of shares of Common Stock outstanding on such date
(after giving effect to the exercise of all the outstanding options and
warrants), the foregoing represented the right to acquire 264,172 shares of
Common Stock at $1.00 per share. Pursuant to the Exchange Agreement, Gulfstream
received the options, warrants and rights described in Item 6.
Pursuant to the Company's 1996 Stock Option Plan, Gulfstream was
granted options to purchase 40,500 shares at $6.625 per share. The options are
exercisable as follows: 13,500 become exercisable June 22, 1998; 13,500
options become exercisable March 22, 1999; and 13,500 become exercisable
December 22, 1999.
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Company (Questron Technology, Inc.) referenced
herein were acquired for investment purposes.
While the Reporting Persons (and their affiliates) have no present
plans or proposals which relate to or would result in the acquisition or
disposition by any person of securities of the Issuer, the investments in the
Issuer by the Reporting Persons (and their affiliates) will be periodically
reviewed and at any time the amount of such investments may be increased or
decreased. Except as may otherwise be set forth herein, the Reporting Persons
do not at the present time have any plans or proposals which relate to or
would result in:
(1) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(2) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(3) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(4) Any 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;
(5) Any material change in the present capitalization or dividend
policy of the Issuer;
(6) Any other material change in the Issuer's business or corporate
structure;
(7) Changes in the Issuer's articles of incorporation, by-laws
or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(8) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
<PAGE>
Page 8 of 11 Pages
(9) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)
(4) of the Securities Exchange Act of 1934; or
(10) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
Gulfstream Financial Group, Inc.
--------------------------------
As of the date hereof, Gulfstream is the record and beneficial owner
of 420,773 shares of Common Stock (par value $.001 per share) of the Issuer,
over which it has sole voting power and sole power to dispose of such shares.
This number includes 120,000 shares issuable upon the exercise of options to
acquire such shares at $3.75 per share. These options became exercisable as of
May 8, 1997, and expire on November 8, 2006. This number also includes 40,500
shares issuable upon the exercise of options granted pursuant to the Company's
1996 Stock Option Plan to acquire such shares at $6.625 per share. These
options are exercisable as follows: 13,500 become exercisable as of June 22,
1998; 13,500 become exercisable as of March 22, 1999; and 13,500 become
exercisable as of December 22, 1999. Said 420,773 shares represent 18.53% of
the outstanding shares of such Common Stock of the Issuer, based on 2,110,590
shares outstanding at February 12, 1998. The foregoing number does not include
Series IV Warrants to purchase 1,000,000 shares of Common Stock of the Company
at $5.75 per share. The Warrants become exercisable as of March 4, 1998, and
expire on March 4, 2002.
Dominic A. Polimeni
-------------------
As of the date hereof, Dominic A. Polimeni, as an executive officer,
director and principal stockholder of Gulfstream, is the indirect beneficial
owner of 420,773 shares of Common Stock (par value $.001 per share) of the
Issuer, over which he has shared power (shared with Joan R. Gubitosi) to
direct the vote and shared power (shared with Joan R. Gubitosi) to dispose of
such shares. This number includes 120,000 shares issuable upon the exercise of
options to acquire such shares at $3.75 per share. The options became
exercisable as of May 8, 1997, and expire on November 8, 2006. This number
also includes 40,500 shares issuable upon the exercise of options to acquire
such shares at $6.625 per share. These options are exercisable as follows:
13,500 become exercisable as of June 22, 1998; 13,500 become exercisable as of
March 22, 1999; and 13,500 become exercisable as of December 22, 1999. Said
420,773 shares represent 18.53% of the outstanding shares of such Common Stock
of the Issuer, based on 2,110,590 shares outstanding at February 12, 1998. The
foregoing number does not include Series IV Warrants to purchase 1,000,000
shares of Common Stock of the Company at $5.75 per share. The Warrants become
exercisable as of March 4, 1998, and expire on March 4, 2002.
Joan R. Gubitosi
----------------
As of the date hereof, Joan R. Gubitosi, as an executive officer,
director and principal stockholder of Gulfstream, is the indirect beneficial
owner of 420,773 shares of Common Stock (par value $.001 per share) of the
Issuer, over which she has shared power (shared with Dominic A.
<PAGE>
Page 9 of 11 Pages
Polimeni) to direct the vote and shared power (shared with Dominic A. Polimeni)
to dispose of such shares. This number includes 120,000 shares issuable upon
the exercise of options to acquire such shares at $3.75 per share. The options
became exercisable as of May 8, 1997, and expire on November 8, 2006. This
number also includes 40,500 shares issuable upon the exercise of options to
acquire such shares at $6.625 per share. These options are exercisable as
follows: 13,500 become exercisable as of June 22, 1998; 13,500 become
exercisable as of March 22, 1999; and 13,500 become exercisable as of December
22, 1999. Said 420,773 shares represent 18.53% of the outstanding shares of
such Common Stock of the Issuer, based on 2,110,590 shares outstanding at
February 12, 1998. The foregoing number does not include Series IV Warrants to
purchase 1,000,000 shares of Common Stock of the Company at $5.75 per share.
The Warrants become exercisable as of March 4, 1998, and expire on March 4,
2002.
(c) Other than the transactions described herein, none of the
Reporting Persons has effected any transaction in the securities of the Issuer
during the past sixty (60) days.
(d) Dominic A. Polimeni and Joan R. Gubitosi, the principal
stockholders of Gulfstream, have the right to receive or the power to direct
the receipt of dividends from, or proceeds from the sale of, the securities of
the Issuer held by Gulfstream.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The disclosure under Item 6 of the Schedule 13D dated April 7, 1995,
filed on behalf of Gulfstream Financial Group, Inc. is incorporated herein by
reference. All amounts reported in this amendment have been adjusted and all
amounts previously reported should be adjusted, as necessary, to reflect the
one-for-ten reverse split of the Common Stock of the Company which became
effective January 2, 1997.
Gulfstream and Phillip D. Schwiebert, a shareholder of the Company,
entered into an Exchange Agreement dated as of November 8, 1996 (the "Exchange
Agreement"), pursuant to which Gulfstream and Schwiebert have agreed to
exchange their rights to receive warrants to purchase up to 10% and 5%,
respectively, of the Common Stock outstanding as of March 31, 1995. Based upon
the number of shares of Common Stock outstanding on such date (after giving
effect to the exercise of all of the outstanding options and warrants), the
foregoing represented the right of Gulfstream and Schwiebert to acquire up to
264,172 and 132,086 shares of Common Stock, respectively, at $1.00 per share.
Pursuant to the Exchange Agreement, Gulfstream received the following
in exchange for the rights previously granted under its agreement:
1) Options to acquire 120,000 shares of Common Stock for a per
share exercise price equal to $3.75; and
2) Series IV Warrants to acquire 1,000,000 shares of Common Stock.
The foregoing options and warrants are discussed in further detail
under Item 5 above.
<PAGE>
Page 10 of 11 Pages
In addition, Gulfstream will be entitled to receive options to
acquire additional shares of Common Stock at an exercise price equal to the
fair market value of the Common Stock at the date of grant if the pre-tax
income targets set forth below are met or exceeded in any fiscal year up to
and including fiscal year 2001:
No. of Additional Shares Pre-tax Income at Least
------------------------ -----------------------
333,333 $2,500,000
333,333 $3,500,000
333,334 $4,500,000
Except as set forth in the immediately preceding paragraphs, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise; except the contractual and legal relationships inherent in the
relationships between or among Gulfstream and either or both of Mr. Polimeni
and Mrs. Gubitosi as a result of their positions as executive officers,
directors and principal stockholders of Gulfstream) between or among the
undersigned or any of them, or between or among the undersigned and any other
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. None of the shares
of Common Stock reported herein as beneficially owned by the undersigned are
pledged or otherwise subject to a contingency the occurrence of which would
give another person voting or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Number Document
-------------- --------
1 Exchange Agreement dated as of November 8, 1996,
by and among the Company, Gulfstream Financial
Group, Inc. and Phillip D. Schwiebert, incorporated by
reference to Exhibit 10.21 to Amendment No. 1 to the
Company's Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on
February 25, 1997 (File No. 333-18243)
2 Stock Option Grant Agreement between the Company and
Gulfstream Financial Group, Inc. made as of November 8,
1996, incorporated by reference to Exhibit 10.22 to the
Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission for the year
<PAGE>
Page 11 of 11 Pages
ended December 31, 1996 (File No. 0-13324)
3 1996 Stock Option Plan, incorporated by
reference to Exhibit 10.19 to the Company's
Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on December
19, 1996 (File No. 333-18243)
<PAGE>
Page 12 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 13, 1998 GULFSTREAM FINANCIAL GROUP, INC.
By: /s/ Dominic A. Polimeni
------------------------
Dominic A. Polimeni
President
/s/ Dominic A. Polimeni
----------------------------
Dominic A. Polimeni
/s/ Joan R. Gubitosi
----------------------------
Joan R. Gubitosi
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document Page Number Herein
-------------- -------- ------------------
<S> <C> <C>
1 Exchange Agreement dated as of November 8, 1996,
by and among the Company, Gulfstream Financial
Group, Inc. and Phillip D. Schwiebert, incorporated by
reference to Exhibit 10.21 to Amendment No. 1 to the
Company's Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on
February 25, 1997 (File No. 333-18243)
2 Stock Option Grant Agreement between the Company and
Gulfstream Financial Group, Inc. made as of November 8,
1996, incorporated by reference to Exhibit 10.22 to the
Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission for the year ended
December 31, 1996 (File No. 0-13324)
3 1996 Stock Option Plan, incorporated by
reference to Exhibit 10.19 to the Company's
Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on December
19, 1996 (File No. 333-18243)
</TABLE>
