Edgar Filing: Rosen Selma

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

BEESFREE INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

07712Y109

(CUSIP Number)

December 16, 2011

(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 in 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. 07712Y109

(1) Names of reporting persons. Selma Rosen

(2) Check the appropriate box if a member of a group

(a) ¨

(b) x

(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

932,500

(6) Shared voting power

(7) Sole dispositive power

932,500

(8) Shared dispositive power

(9) Aggregate amount beneficially owned by each reporting person

932,500

(10) Check if the aggregate amount in Row (9) excludes certain shares x

(11) Percent of class represented by amount in Row 9

5.6%

(12) Type of reporting person

CUSIP No. 07712Y109

(1)Names of reporting persons. Greenwich Trading 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

Florida

Number of shares beneficially owned by each reporting person with:

(5) Sole voting power

810,000

(6) Shared voting power

(7) Sole dispositive power

810,000

(8) Shared dispositive power

(9) Aggregate amount beneficially owned by each reporting person

810,000

(10) Check if the aggregate amount in Row (9) excludes certain shares ¨

(11) Percent of class represented by amount in Row 9

4.99%

(12) Type of reporting person

Item 1.

Item 1(a) Name of issuer:

BEESFREE INC.

Item 1(b) Address of issuer's principal executive offices:

2101 Vista Parkway

West Palm Beach FL 33411

Item 2.

2(a) Name of person filing:

Selma Rosen

2(b) Address or principal business office or, if none, residence:

2000 Ocean Beach Blvd.

Palm Beach FL 33480

2(c) Citizenship:

Florida

2(d) Title of class of securities:

Common Stock

2(e) CUSIP No.: 07712Y109

Item 3. N/A

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

¨ Broker or dealer registered under Section 15 of the Act;

¨ Bank as defined in Section 3(a)(6) of the Act;

¨ Insurance company as defined in Section 3(a)(19) of the Act;

¨ Investment company registered under Section 8 of the Investment Company Act of 1940;

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

¨ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: N/A

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.

As at December 16, 2011, Ms. Rosen beneficially owned an aggregate of 932,500 shares of the common stock (“Common Stock”) of BeesFree Inc. (“Company”). Such beneficial ownership consisted of the ownership by Ms. Rosen individually of (a) 22,500 shares of Common Stock, (b) 50,000 shares of the Company’s Series A Preferred stock (“Preferred Stock”) which were convertible into 50,000 shares of Common Stock, and (c) warrants (“Warrants”) to purchase 50,000 shares of Common Stock, as well as the ownership by Greenwich Trading LLC, a Florida limited liability company (“LLC”) of which Ms. Rosen was then the sole manager, of 810,000 shares of Common Stock. Ms. Rosen disclaims beneficial ownership of the shares of Common Stock owned by Greenwich Trading LLC since she has no economic interest in such company. The above numbers give no effect to any shares of Common Stock which might be issuable on the Preferred Stock as a result of any accrued interest thereon. Both the Warrants and the Preferred Stock contain restrictions upon their exercise or conversion, as the case may be, if doing so would result in the holder thereof owning more than 4.99% of the outstanding Common Stock. Such restrictions are subject to being waived by the holders thereof under certain circumstances. The shares owned by Ms. Rosen and by the LLC were acquired in a privately-held company which merged with the Company as reported and described in the Company’s Current Report on Form 8-K, dated December 16, 2011. The Preferred Stock and Warrants were acquired in a private placement from the Company which is also described on such Current Report on Form 8-K. Ms. Rosen resigned as manager of the LLC on November 4, 2012 and no longer beneficially owns the shares of Common Stock held by such LLC.

Item 5.

Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

N/A

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

N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

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: December 18, 2012

Signature: Selma Rosen

/s/ Selma Rosen
Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his/her signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Exhibit A

POWER OF ATTORNEY

The undersigned, Greenwich Trading LLC, a limited liability company duly organized under the laws of the State of Florida (the "LLC"), does hereby make, constitute and appoint Selma Rosen, as its true and lawful attorney-in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether acting individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as it might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person's execution, delivery, furnishing or filing of the applicable document.

This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 20^th day of December, 2012.

GREENWICH TRADING LLC

By: /s/ Cori Rosen

Name: Cori Rosen

Title: Manager