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Novume Solutions, Inc. – ‘424B3’ on 8/3/17

On:  Thursday, 8/3/17, at 6:46pm ET   ·   As of:  8/4/17   ·   Accession #:  1193125-17-247718   ·   File #:  333-216014

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/04/17  Novume Solutions, Inc.            424B3       8/03/17    1:3.3M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML   2.30M 

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Filed Pursuant to Rule 424(b)(3)

Registration No. 333-216014

Information Statement/Prospectus

We Are Not Asking You for a Proxy and You are Requested Not to Send Us a Proxy.

Dear Brekford Stockholders:

Brekford Traffic Safety, Inc., fka Brekford Corp., or Brekford, is sending you this information statement/prospectus to give you important information about a transaction affecting the company.

On July 12, 2017, Brekford entered into that certain Second Amended and Restated Agreement and Plan of Merger, being the second amended and restated version of an agreement originally dated February 10, 2017 (the “Merger Agreement”). The purpose of the transactions contemplated by the Merger Agreement is to combine the businesses of Brekford and KeyStone Solutions, Inc., a Delaware corporation (“KeyStone”). The Merger Agreement provides for Brekford and KeyStone to each engage in merger transactions (the “Mergers”) with separate wholly-owned subsidiaries of Novume Solutions, Inc., a Delaware corporation (“Novume”). One wholly-owned subsidiary of Novume will merge with and into Brekford, leaving Brekford as a wholly-owned subsidiary of Novume (the “Brekford Merger”), and KeyStone will merge with and into another wholly-owned subsidiary of Novume (“KeyStone Merger Sub”), with KeyStone Merger Sub surviving such merger (the “KeyStone Merger”).

The time at which the Mergers are completed in accordance with the Merger Agreement is referred to herein as the “Effective Time”. As soon as practicable after the Effective Time, KeyStone Merger Sub will change its name to “KeyStone Solutions, LLC. ” References herein to “KeyStone” after the Effective Time refer to KeyStone Merger Sub.

If the Mergers are completed: (1) each share of the common stock, par value $0.0001 per share, of Brekford (“Brekford Common Stock”) issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall, without any action on the part of any holder thereof, cease to exist and be converted into and become exchangeable for the right to receive 1/15^th of a share (the “Brekford Exchange Ratio”) of the common stock, par value $0.0001 per share, of Novume (“Novume Common Stock”), (2) each share of the common stock, par value $0.0001 per share, of KeyStone (“KeyStone Common Stock”) issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall, without any action on the part of any holder thereof, cease to exist and be converted into and become exchangeable for, 1.9399449 (for convenience and readability, this ratio is referred to as 1.9399 hereinafter, but all calculations based on the ratio were completed using the actual ratio of 1.9399449) shares of Novume Common Stock (the “KeyStone Common Exchange Ratio”), and (3) each share of Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share, of KeyStone (“KeyStone Preferred Stock”) and all rights in respect thereof, shall, without any action on the part of any holder thereof, cease to exist and be converted into and become exchangeable for 1 share of the Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share, of Novume (“Novume Preferred Stock” and such 1 for 1 ratio, the “KeyStone Preferred Exchange Ratio”). The Brekford Exchange Ratio, the KeyStone Common Exchange Ratio and the KeyStone Preferred Exchange Ratio (collectively the “Exchange Ratios”) have been determined with the intent that immediately after the Mergers, the pre-merger stockholders of Brekford will own that portion of the capital stock of Novume as shall be equal to approximately 20% of the issued and outstanding Novume Common Stock, on a fully-diluted basis, and the pre-merger stockholders of KeyStone will own that portion of the capital stock of Novume as is equal to approximately 80% of the issued and outstanding Novume Common Stock, on a fully-diluted basis.

The number of issued and outstanding shares of Brekford Common Stock and the number of shares of Brekford Common Stock underlying outstanding derivative securities of Brekford, and the number of issued and outstanding shares of KeyStone Common Stock and the number of shares of KeyStone Common Stock underlying outstanding derivative securities of KeyStone, at the Effective Time, cannot be determined until the Mergers are completed. As a result, the aggregate number of shares of Novume Common Stock to be issued (or made issuable upon exercise of derivative securities) in the Mergers cannot be determined until such time.

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If the Effective Time were on August 1, 2017, based on the number of shares of Brekford Common Stock, KeyStone Common Stock and KeyStone Preferred Stock issued or issuable as of such date (assuming a conversion price of the KeyStone Preferred Stock of $11.00 per share), the following securities of Brekford and KeyStone would convert into the following corresponding securities of Novume and an aggregate of 16,875,421 shares of Novume Common Stock would be issued or become issuable pursuant to the Mergers:

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The Board of Directors of Brekford has approved the Merger Agreement and determined that the transactions contemplated thereby, including but not limited to the Brekford Merger, are in the best interests of Brekford and its stockholders. Brekford also has obtained approval of the adoption of the Merger Agreement, and the consummation of the Brekford Merger and the other transactions consummated thereby by a majority of the holders of Brekford Common Stock, in accordance with the requirements of Delaware law and Brekford’s certificate of incorporation, as currently in effect. Such stockholder approval will become effective twenty (20) days after this information statement/prospectus is first mailed to our stockholders. This information statement/prospectus also serves as notice to our stockholders under Delaware law of the approval of the Merger Agreement by less than unanimous written consent of our stockholders. No further vote or consent of any other stockholder of Brekford is necessary to approve the adoption of the Merger Agreement.

Brekford Common Stock is quoted on the OTCQX. Effective June 7, 2017, the units (the “Units”) sold during an offering described in an offering statement on Form 1-A and the offering circular appended thereto (the “Reg A Offering”), which was qualified by the SEC on November 8, 2016 (the “Qualification Date”), with each Unit consisting of one share of KeyStone Preferred Stock and one warrant (a “KeyStone Unit Warrant”) to purchase 0.25 shares of KeyStone Common Stock at an exercise price of $2.00 per share, were available for trading on the OTCQB. Effective June 29, 2017, KeyStone Common Stock, KeyStone Preferred Stock and KeyStone Unit Warrants were available for trading on the OTCQB. There is currently no public market for Novume Common Stock, Novume Preferred Stock, the warrants to be issued in exchange for KeyStone Unit Warrants (the “Novume Unit Warrants”) or any other securities of Novume.

At the initial closing of the Reg A Offering, on December 23, 2016, KeyStone sold 301,570 Units. At the second closing, on January 23, 2017, KeyStone sold 119,757 Units. At the third and final closing, on March 21, 2017, KeyStone sold 81,000 Units, for an aggregate sale of 502,327 Units in all three closings. As reported by KeyStone in its Current Report on Form I-U, as filed with the SEC on March 22, 2017, the Reg A Offering is now closed, effective as of the third closing.

After the Effective Time, Novume intends to apply for a listing of Novume Common Stock, Novume Preferred Stock and Novume Unit Warrants on a national stock exchange; provided, that, there can be no assurance that it will be successful in obtaining such listings.

You are urged to review carefully this information statement/prospectus to consider how the matters discussed will affect you.

You should carefully consider the “Risk Factors” section beginning on page 18 of this information statement/prospectus.

This information statement/prospectus is also Novume’s prospectus for an aggregate of 13,934,018 shares of Novume Common Stock, 808,501 warrants to purchase shares of Novume Common Stock (“Novume Warrants”), and 502,327 shares of Novume Preferred Stock that shall be issued or become issuable under the Merger Agreement.

Brekford’s Board of Directors would like to express its appreciation for your continued interest in Brekford.

Sincerely,

Robert West

Chairman of the Board of Directors of Brekford Traffic Safety, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this joint information statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement/prospectus is dated August 4, 2017 and is first being mailed on or about August 4, 2017.

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ADDITIONAL INFORMATION

To obtain further information and learn about other ways that you can receive this information, please contact Brekford at:

Brekford Traffic Safety, Inc.

Attn: Rodney Hillman, President

7020 Dorsey Road

Hanover, Maryland 21076

Phone: (410) 762-0800

Please also see “Where You Can Find More Information” beginning on page 139 of this information statement/prospectus to obtain further information and learn about other ways that you can receive this information.

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QUESTIONS AND ANSWERS ABOUT THE MERGERS

Accordingly, at the Effective Time, each outstanding share of Brekford Common Stock immediately preceding the Effective Time (other than shares subject to perfected appraisal rights and other than shares held by Brekford, Brekford Merger Sub, Novume or any subsidiary of Novume), will be converted into and exchangeable for the right to receive shares of Novume Common Stock at the Brekford Exchange Ratio. Brekford Warrants and Brekford Options will be converted into and exchangeable for Novume Warrants and Novume Options, in a manner, more fully described below, that will maintain the ownership ratio described in the preceding paragraph. Simultaneously, each share of outstanding share of KeyStone Common Stock immediately preceding the Effective Time (other than shares subject to perfected appraisal rights and other than shares held by KeyStone, KeyStone Merger Sub, Novume or any subsidiary of Novume) will be converted into and exchangeable for shares of Novume Common Stock at the KeyStone Common Exchange Ratio, and each outstanding share of KeyStone Preferred Stock immediately preceding the Effective Time (other than shares subject to perfected appraisal rights and other than shares held by KeyStone, KeyStone Merger Sub, Novume or any subsidiary of Novume) will be converted into and exchangeable for the right to receive shares of Novume Preferred Stock at the KeyStone Preferred Exchange Ratio. KeyStone Warrants and KeyStone Options outstanding at the Effective Time will be converted into and exchangeable for Novume Warrants and Novume Options at the KeyStone Common Exchange Ratio.

The number of issued and outstanding shares of Brekford Common Stock and KeyStone Common Stock, and the number of shares of Brekford Common Stock and KeyStone Common Stock issuable upon the conversion or exercise of derivative securities of each such company, as of the Effective Time, may fluctuate pending completion of the Mergers. As a result, the aggregate number of shares of Novume Common Stock to be issued or made issuable at the Effective Time cannot be determined until immediately before the consummation of the Mergers and therefore will not be known until such time.

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(i) the number of shares of Novume Common Stock to be subject to each Novume Option will be equal to the product of (x) the number of shares of KeyStone Common Stock or Brekford Common Stock subject to the original option and (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable;

(ii) the exercise price per share of Novume Common Stock under each Novume Option will be equal to (x) the exercise price per share of the KeyStone Common Stock or Brekford Common Stock under the original option divided by (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable; and

(iii) upon each exercise of a Novume Option by a holder thereof, the aggregate number of shares of Novume Common Stock deliverable upon such exercise will be rounded down, if necessary, to the nearest whole share and the aggregate exercise price will be rounded up, if necessary, to the nearest cent.

As a result, at the Effective Time, all outstanding Brekford Options will terminate and cease to represent a right to acquire Brekford Common Stock and all outstanding KeyStone Options will terminate and cease to represent a right to acquire KeyStone Common Stock.

(i) the number of shares of Novume Common Stock issuable upon exercise of each Novume Warrant will be equal to the product of (x) the number of shares of KeyStone Common Stock or Brekford Common Stock issuable upon exercise of the original warrant and (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable;

(ii) the exercise price per share of Novume Common Stock under the Novume Warrants will be equal to (x) the exercise price per share of the KeyStone Common Stock or Brekford Common Stock under the original warrant divided by (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable; and

(iii) upon each exercise of Novume Warrants by a holder thereof, the aggregate number of shares of Novume Common Stock deliverable upon such exercise will be rounded down, if necessary, to the nearest whole share and the aggregate exercise price will be rounded up, if necessary, to the nearest cent.

As a result, at the Effective Time, all outstanding Brekford Warrants will terminate and cease to represent a right to acquire Brekford Common Stock and all outstanding KeyStone Warrants will terminate and cease to represent a right to acquire KeyStone Common Stock.

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Novume does not expect to pay dividends on Novume Common Stock in the foreseeable future. Novume anticipates that future earnings generated from operations, if any, will be retained to develop and expand its business. Novume’s ability to pay dividends on Novume Common Stock will be restricted by the terms of Novume Preferred Stock, which will require Novume to pay full cumulative dividends on the Novume Preferred Stock before making any dividend payment on Novume Common Stock.

Following the Effective Time, the Novume Board will consist of seven (7) members, four (4) of whom will be independent within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the national stock exchange to which Novume intends to apply for the listing of Novume Common Stock, Novume Preferred Stock and certain Novume Warrants that will be issuable to the holders of certain KeyStone Warrants (as more fully discussed below). Six (6) members will be designated by KeyStone and one (1) member will be designated by Brekford, subject to KeyStone’s approval. The members designated by KeyStone as of July 20, 2017, are James McCarthy, who shall serve as Chairman, Robert A. Berman, Dr. Richard Nathan, Glenn Goord and Paul de Bary. The remaining members shall be appointed as soon as practicable but likely after the Effective Time.

Brekford stockholders and KeyStone stockholders who desire to exercise their appraisal rights must submit a written demand for an appraisal within twenty (20) days of the mailing of this information statement/prospectus, and must continue to hold their Brekford shares or KeyStone shares, as applicable, through the Effective Time. Brekford stockholders and KeyStone stockholders must also comply with other procedures as required by Section 262 of the DGCL. Brekford stockholders and KeyStone stockholders who validly demand appraisal of their shares in accordance with the DGCL and do not withdraw their demand or otherwise forfeit their appraisal rights will not receive the merger consideration described herein. Instead, after the

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Effective Time, the Court of Chancery of the State of Delaware will determine the fair value of their shares exclusive of any value arising from the Brekford Merger or the KeyStone Merger, as applicable. This appraisal amount will be paid in cash and could be more than, the same as or less than the value a Brekford stockholder or a KeyStone stockholder, as applicable, would be entitled to receive under the Merger Agreement.

A copy of Section 262 of the DGCL is included as Annex B to this information statement/prospectus and a summary of this provision is included under “The Transaction—Appraisal Rights” beginning on page 41 of this information statement/prospectus.

Brekford Traffic Safety, Inc.

Attn: Rodney Hillman, President

7020 Dorsey Road

Hanover, Maryland 21076

Phone: (410) 762-0800

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This information statement/prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this information statement/prospectus, including statements regarding future results of operations and financial position, business strategy, prospective products and services, timing and likelihood of success, plans and objectives of management for future operations, and future results of current and anticipated products and services, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. These forward-looking statements are based largely on current expectations. and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described under the sections in this prospectus entitled “Risk Factors” and elsewhere in this information statement/prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

This information statement/prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about the lines of business and industries in which we are involved. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.

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These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

The forward-looking statements are based upon beliefs and assumptions of the management of Novume, Brekford and KeyStone and are made as of the date of this information statement/prospectus. Novume, Brekford and KeyStone undertake no obligation to publicly update or revise any forward-looking statements included in this information statement/prospectus or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. Any investor should consider all risks and uncertainties disclosed in the companies’ filings with the SEC, described below under the heading “Where You Can Find More Information,” all of which is accessible on the SEC’s website at www.sec.gov.

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SUMMARY

This summary highlights selected information from this information statement/prospectus and may not contain all of the information that is important to you. To understand the Merger Agreement and the Mergers fully and for a more complete description of the legal terms of the Merger Agreement and the Mergers, you should carefully read this entire information statement/prospectus and the other documents to which you have been referred. See “Where You Can Find More Information” beginning on page 139 of this information statement/prospectus.

The Companies

Novume Solutions, Inc.

Novume is a Delaware corporation formed on February 6, 2017 to effectuate the Mergers and to become a holding company for Brekford and KeyStone and their respective subsidiaries following the consummation of the Mergers. Prior to the consummation of the Mergers, Novume has had and will have no operations other than those incidental to its formation, its execution of the Merger Agreement, and the preparation of this information statement/prospectus. Novume currently has no operations and no or nominal assets and liabilities.

In accomplishing the Mergers through a holding company, KeyStone and Brekford intend to pursue their existing lines of business separately while achieving certain economies and benefits from pooled management, shared regulatory compliance costs and other complementary resources that can assist in supporting Novume’s growth. Through internal growth and strategic acquisitions, where appropriate and available, Novume seeks to develop its core business as a service provider to global and domestic companies that do business with governments both in the United States and abroad. In selective situations, Novume will also seek to serve as a partner or incubator for emerging businesses, like Brekford’s automated traffic safety enforcement business, where an understanding of government contracting procedures and contacts with other seasoned providers of government services or products can be critical to success.

The mailing address of Novume’s principal executive offices is 14420 Albemarle Point Place, Suite 200, Chantilly, VA 20151, and its telephone number is (703) 953-3838.

KeyStone Solutions, Inc.

KeyStone was formed in March 2016 as a holding company for the purpose of creating or acquiring professional services companies that provide support to the government contracting (“GovCon”) industry. KeyStone was formed through a corporate reorganization of AOC Key Solutions, Inc., a Delaware corporation (“AOC Key Solutions”), which, as a result, became a wholly owned subsidiary of KeyStone. Consistent with KeyStone’s acquisitive growth strategy, on January 25, 2017 KeyStone executed the previously announced acquisition of Firestorm Solutions, LLC and Firestorm Franchising, LLC. Thus, the operations of KeyStone are currently being conducted by and through three wholly-owned subsidiaries: AOC Key Solutions, Firestorm Solutions, LLC and Firestorm Franchising, LLC (the latter two such entities hereinafter referred to as “Firestorm”).

KeyStone’s strategy for AOC Key Solutions includes diversifying its services offerings within the GovCon market while gaining a critical mass of sustainable revenues. This is expected to involve adding both vertical and horizontal capabilities by acquiring GovCon service providers through a disciplined acquisition strategy. KeyStone intends to foster communication and knowledge transfer by constructing a “bridge” across which efficiencies and best practices will be shared between the private sector and government, benefiting government, industry and the taxpayer. KeyStone through its recently-formed subsidiary Novume Media developed a television show called The Bridge – a weekly 30-minute program featuring panel discussions and interviews with leaders from the government, business, academia and associations. The show premiered on April 2, 2017 in the Washington, DC market.

AOC Key Solutions. AOC Key Solutions is a business development and consulting firm that assists government contractors in many aspects of their business. Its primary services cover all aspects of the government procurement process, including identifying individual and teaming opportunities, understanding and meeting qualification standards, team development and coordination, proposal strategy and development, and all aspects of support for their clients prior to and after winning government contracts. It also helps commercially focused firms gain entry into the government contracting market for the first time. Since commencing operations in 1983, AOC Key Solutions has assisted clients in winning over approximately $150 billion of government contract awards.

A guiding objective of AOC Key Solutions is to perform in a manner that improves outcomes for all stakeholders, working in a way that increases the efficiency and effectiveness of both the government and the companies who are in, or seek to enter, the government contracting market. In this way, AOC Key Solutions seeks to help contractors achieve positive societal contributions as well as success measured by profits and return on investment.

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AOC Key Solutions identifies winnable government contracts for clients and provides teaming support to help its clients identify qualified teaming opportunities from AOC Key Solutions large database of government contractors. Next, AOC Key Solutions helps its clients develop the strategy and plan to win contracts, implement and execute their strategy and plan, and prepare a compliant, compelling and winning proposal document. For more than 30 years AOC Key Solutions has provided market intelligence, proposal, capture, advisory and teaming support and other important services to Fortune 50 companies and small businesses alike.

Firestorm. Firestorm is a nationally recognized leader in crisis management, crisis communications, emergency response, and business continuity, including workplace violence prevention, cyber-breach response, communicable illness/pandemic planning, predictive intelligence, and other emergency, crisis and disaster preparedness initiatives. Firestorm is focused on prevention in addition to planning and response initiatives. For example, Firestorm has developed a behavioral risk and threat assessment program, referred to as BERTHA^®, which positions organizations to prevent violence from occurring through the delivery of awareness training, anonymous reporting and predictive intelligence programs that enable the identification of warning signs that may be exhibited by an individual long before they are on a path to violence.

By educating others on emerging threats and strategies to combat those threats Firestorm increases awareness of its initiatives through the deployment of no-fee webinars, stress tests, and blog articles that include analyses by members of its highly-credentialed Expert Council as well as other social media. Firestorm partners with industry associations and aggregators to deliver meaningful risk mitigation strategies and education. It serves clients ranging from some of the world’s largest global companies to main street businesses, public and private, across all industry sectors. Firestorm offers services to federal contractors that enhance their ability to manage risk and respond to adverse events, thereby minimizing people, brand, reputation, financial, legal and regulatory impacts. As part of the Firestorm acquisition, KeyStone gained additional management expertise and has appointed Firestorm executives, Harry Rhulen, as President of KeyStone, and Suzanne Loughlin, as Chief Administrative Officer and General Counsel of KeyStone.

Management. Collectively, the members of KeyStone’s management team have experience in the GovCon sector and in managing organic growth as well as growth through acquisitions and integration. In connection with the formation of KeyStone as a platform for expansion in the GovCon sector, Robert A. Berman joined KeyStone as Chief Executive Officer and became an investor in KeyStone. See “Interest of Certain Persons in the Mergers.” Prior to investing in KeyStone, Mr. Berman executed a growth acquisition strategy for a services company focused on the hospitality industry that had, at the time Mr. Berman joined as Chairman and CEO, a $6 million in annual revenue and 50-employees. Within three years under Mr. Berman’s leadership, it opened offices around the world, grew to more than 3,000 employees and generated $220 million in annual revenue. In addition to operating and growing businesses through acquisitions, Mr. Berman has capital markets experience in both the public and private sectors. Mr. James McCarthy is KeyStone’s Chairman and his career spans over 30 years of marketing strategy creation, proposal development, and oral presentation coaching to contractors seeking to expand their market shares or to enter the GovCon sector. Dr. Richard Nathan, KeyStone’s Chief Operating Officer and member of the Board of Directors of KeyStone (the “KeyStone Board”), brings over 45 years of corporate management, program management, and business and proposal development experience. He has led large management and operation contracts valued at more than a billion dollars and managed service and technical contracts for the United States Department of Energy (DoE), Department of Defense (DoD), Department of Homeland Security (DHS), NASA, Environmental Protection Agency (EPA), and state governments. KeyStone believes that the combined expertise of Mr. Berman, Mr. McCarthy and Dr. Nathan will help KeyStone to identify and evaluate key strategic acquisitions as KeyStone pursues its growth strategy.

The mailing address of KeyStone’s principal executive offices is 14420 Albemarle Point Place, Suite 200, Chantilly, VA, 20151, and its telephone number is (703) 953-3838.

Brekford Traffic Safety, Inc.

Brekford recognizes that traffic safety is a major concern for most communities, yet there is continual pressure on the budgets of state, local and federal government agencies and other public safety providers. Since 2010, Brekford has provided full turnkey automated traffic safety enforcement (“ATSE”) programs, offering a variety of technologies and processing capabilities, to assist government agencies in their mission to reduce deaths and accidents on public roadways. Red light, speed, and distracted driving camera systems enable law enforcement agencies to address traffic safety concerns, while freeing officers to attend to more critical crime prevention activities. ATSE systems have been shown to be effective at reducing vehicle speeds and intersection crashes. Brekford’s ATSE systems contain one or more motor vehicle sensors that produce recorded images of motor vehicles traveling at speeds above a defined threshold, passing through a red light, or where the driver is illegally using a handheld device. Images captured by the camera are processed and reviewed in a secure facility utilizing a proprietary web-based citation management system, and violation notices are mailed to the registered owner of the identified vehicle. Revenue generated from these violator-funded programs reduces the tax burden on the community, and is routinely allocated to other public safety initiatives.

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Until recently, Brekford also operated within the law enforcement and public safety industry providing vehicle upfitting and technology services (“Vehicle Services”) to state, local, and federal agencies. On February 6, 2017, Brekford signed a definitive agreement to sell 80.1% of its Vehicle Services business to LB&B Associates, Inc., a nationally recognized government service provider (“LB&B”). The closing of the transaction occurred on February 28, 2017 (the “Vehicle Services Closing”). Brekford continues to own a 19.9% share of the Vehicle Services business, which is now housed in the entity Global Public Safety, LLC (“GPS”). Brekford intends to assist in providing strategic and tactical advice to the new owners, who intend to grow the business nationally. The Vehicle Services Closing occurred on February 28, 2017 and subsequently Brekford used proceeds from the disposition to repay an investor note of $413,906, a revolving loan and accommodation loan of $1,143,851, a vehicle loan of $17,640 and officer notes of $500,000, which represented all the debt of Brekford on such date thereby satisfying that closing condition. See “Information about Brekford Traffic Safety, Inc. – Sale of Assets and Investment in Global Public Safety.”

The majority of Brekford’s sales are to government agencies whose operating budgets, while historically stable, are dependent on national and local economic conditions. Brekford’s recurring revenue model offers these agencies much needed traffic safety services, without an impact to operating budgets. In fact, in most cases, agencies experience a net positive revenue stream from these programs. The ATSE industry has experienced substantial growth in recent years; however, intense competition from a handful of competitor companies and lack of national standards create both a challenge and an opportunity. Brekford provides distinctive modern technology, and its size, strategy, and low-cost structure enable bidding on smaller to medium sized municipalities, which collectively constitute the majority of installation opportunities within the U.S.

The mailing address of Brekford’s principal executive offices is 7020 Dorsey Road, Hanover, Maryland 21076, and its telephone number is (410) 762-0800.

The Mergers

Reasons for the Mergers

Brekford and KeyStone’s management believe that the combination of Brekford and KeyStone presents the opportunity to realize significant value for both companies. KeyStone subsidiary AOC Key Solutions has the ability to assist Brekford in identifying new opportunities to meet the needs of government entities looking for the types of products and services that Brekford offers. KeyStone subsidiary Firestorm, through its principal offices in locations throughout the United States, can approach local municipalities to educate them about Brekford’s products and services thereby expanding the implementation of these programs, products and services. As Firestorm is a risk management and preparedness consultancy that regularly works with organizations, public and private, municipal and corporate, to identify vulnerabilities and threats that could harm people, brand and reputation, it has expertise in designing programs to identify threats, develop strategies and plans to mitigate those threats, and educate all stakeholders on their roles and responsibilities in responding to such threats, should they materialize. It is well known that speeding, running red lights, and distracted driving cause serious injuries and fatalities throughout our nation. Brekford has proven solutions that change driver behavior, thereby reducing the number of traffic infractions in municipalities that have implemented these solutions. Therefore, Firestorm and Brekford expect to be able to collaborate productively to expand the development of comprehensive life-saving programs for municipalities.

Ownership of Novume After the Mergers

Immediately following the Effective Time, the stockholders of Brekford immediately preceding the Effective Time will collectively own such portion of the capital stock of Novume as is equal to approximately 20% of the issued and outstanding shares of Novume Common Stock, on a fully-diluted basis, and the stockholders of KeyStone immediately preceding the Effective Time will own such portion of Novume capital stock as is equal to approximately 80% of the issued and outstanding Novume Common Stock, on a fully-diluted basis.

Consideration to be Received by Stockholders of Brekford and KeyStone

Novume, Brekford and KeyStone entered into the Merger Agreement in its original form on February 10, 2017, and subsequently amended and restated it on June 7, 2017 to make minor adjustments that do not change the overall business terms of, or the value of the consideration under, the Merger Agreement. See—“The Transaction—Background of the Transaction”.

The Merger Agreement provides for two separate, simultaneous Mergers to occur at the Effective Time, after satisfaction of the conditions to the Mergers under the Merger Agreement. In the Brekford Merger, Brekford Merger Sub will merge with and into Brekford, with Brekford surviving as a wholly-owned subsidiary of Novume. Simultaneously, in KeyStone Merger, KeyStone will merge with and into KeyStone Merger Sub, with KeyStone Merger Sub surviving. As soon as practicable after the Effective Time, KeyStone Merger Sub will change its name to “KeyStone Solutions, LLC.” References herein to “KeyStone” after the Effective Time refer to KeyStone Merger Sub as the surviving company of the KeyStone Merger.

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If the Mergers are completed, each share of Brekford Common Stock issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall, without any action on the part of any holder thereof, cease to exist and be converted into and become exchangeable for the right to receive 1/15^th of a share of Novume Common Stock, in accordance with the Brekford Exchange Ratio. If the Mergers are completed, each share of KeyStone Common Stock issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall, without any action on the part of any holder thereof, cease to exist and be converted into and become exchangeable for 1.9399 shares of Novume Common Stock, in accordance with the KeyStone Common Exchange Ratio, and each share of KeyStone Preferred Stock and all rights in respect thereof shall, without any action on the part of any holder thereof, cease to exists and be converted into and become exchangeable for 1 share of Novume Preferred Stock in accordance with the KeyStone Preferred Exchange Ratio. The Brekford Exchange Ratio, the KeyStone Common Exchange Ratio and the KeyStone Preferred Exchange Ratio have been determined with intent that immediately after the Mergers, the stockholders of Brekford immediately preceding the Effective Time will own such portion of the capital stock of Novume as is equal to approximately 20% of the issued and outstanding shares of Novume Common Stock, on a fully-diluted basis, and the stockholders of KeyStone immediately preceding the Effective Time will own such portion of Novume capital stock as is equal to approximately 80% of the issued and outstanding Novume Common Stock, on a fully-diluted basis.

The number of issued and outstanding shares of Brekford Common Stock and the number of shares of Brekford Common Stock underlying outstanding derivative securities of Brekford, and the number of issued and outstanding shares of KeyStone Common Stock and the number of shares of KeyStone Common Stock underlying outstanding derivative securities of KeyStone, at the Effective Time, cannot be determined until that time. Consequently, the aggregate number of shares of Novume Common Stock to be issued, or made issuable upon exercise of derivative securities, in the Mergers, cannot be determined until the Mergers are completed.

Brekford Common Stock is quoted on the OTCQX. KeyStone Units, KeyStone Common Stock, KeyStone Preferred Stock and KeyStone Unit Warrants are available for trading on the OTCQB as described above. There is currently no public market for Novume Common Stock, Novume Preferred Stock, Novume Unit Warrants or any other securities of Novume. After the Effective Time, Novume intends to apply for a listing of Novume Common Stock, Novume Preferred Stock and Novume Unit Warrants on a national stock exchange; provided, that, there can be no assurance that it will be successful in obtaining such listings.

Consideration to be Received by Holders of Brekford Options and KeyStone Options

If the Mergers are completed, all outstanding Brekford Options will terminate and cease to represent a right to acquire Brekford Common Stock and all outstanding KeyStone Options will terminate and cease to represent a right to acquire KeyStone Common Stock.

At the Effective Time, each Brekford Option and each KeyStone Option which is outstanding and unexercised immediately prior to the Effective Time shall be assumed by Novume and converted into a Novume Option, enabling the holder to purchase shares of Novume Common Stock in such amount and at such exercise price as provided below and otherwise having the same terms and conditions as are in effect immediately prior to the Effective Time:

(i) the number of shares of Novume Common Stock to be subject to each Novume Option will be equal to the product of (x) the number of shares of KeyStone Common Stock or Brekford Common Stock subject to the original option and (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable;

(ii) the exercise price per share of Novume Common Stock under each Novume Option will be equal to (x) the exercise price per share of the KeyStone Common Stock or Brekford Common Stock under the original option divided by (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable; and

(iii) upon each exercise of a Novume Option by a holder thereof, the aggregate number of shares of Novume Common Stock deliverable upon such exercise will be rounded down, if necessary, to the nearest whole share and the aggregate exercise price will be rounded up, if necessary, to the nearest cent.

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Consideration to be Received by Holders of Brekford Warrants and KeyStone Warrants

If the Mergers are completed, all outstanding Brekford Warrants will terminate and cease to represent a right to acquire Brekford Common Stock and all outstanding KeyStone Warrants will terminate and cease to represent a right to acquire KeyStone Common Stock.

At the Effective Time, each outstanding Brekford Warrant or KeyStone Warrant which is outstanding and unexercised immediately prior to the Effective Time, shall be assumed by Novume and converted into a Novume Warrant representing a right to purchase shares of Novume Common Stock in such amount and at such exercise price as provided below and otherwise having the same terms and conditions as are in effect immediately prior to the Effective Time:

(i) the number of shares of Novume Common Stock issuable upon exercise of each Novume Warrant will be equal to the product of (x) the number of shares of KeyStone Common Stock or Brekford Common Stock issuable upon exercise of the original warrant and (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable;

(ii) the exercise price per share of Novume Common Stock under the Novume Warrants will be equal to (x) the exercise price per share of the KeyStone Common Stock or Brekford Common Stock under the original warrant divided by (y) the KeyStone Common Exchange Ratio or the Brekford Exchange Ratio, as applicable; and

(iii) upon each exercise of Novume Warrants by a holder thereof, the aggregate number of shares of Novume Common Stock deliverable upon such exercise will be rounded down, if necessary, to the nearest whole share and the aggregate exercise price will be rounded up, if necessary, to the nearest cent.

For clarity, KeyStone Unit Warrants shall be exchanged for Novume Unit Warrants, which shall contain substantially similar terms to the KeyStone Unit Warrants, but for any adjustments in order to reflect the KeyStone Common Exchange Ratio.

Additionally, on March 16, 2016, KeyStone entered into a Subordinated Note and Warrant Purchase Agreement with Avon Road Partners, L.P., a limited partnership controlled by affiliate Robert Berman (“Avon Road” and such agreement, the “Avon Road Purchase Agreement”) pursuant to which KeyStone agreed to issue up to $1,000,000 in subordinated debt (to be represented by subordinated notes referred to herein as “Avon Road Notes”) and warrants to purchase up to 125,000 shares of KeyStone Common Stock (“Avon Road Warrants”). As of August 1, 2017, one Avon Road Note is outstanding, with an outstanding principal amount of $500,000, and Avon Road Warrants to purchase 62,500 shares of KeyStone Common Stock are outstanding and exercisable at a price of $2.00 per share. At the Effective Time, the Avon Road Warrants will be exchanged, in the manner described above, for Novume Warrants.

Approval of Brekford’s Board of Directors

The Board of Directors of Brekford (the “Brekford Board”) determined that the adoption of the Merger Agreement, and the consummation of the Brekford Merger thereunder and the other transactions contemplated thereby, is fair to, advisable and in the best interests of Brekford and its stockholders, and, accordingly, it has duly approved the Merger Agreement, and the consummation of the Brekford Merger thereunder and the other transactions contemplated thereby.

Board of Directors and Management of Novume, Brekford and KeyStone

The Merger Agreement provides that at the Effective Time, Robert A. Berman, currently Chief Executive Officer of KeyStone, will be appointed Chief Executive Officer of Novume; Harry Rhulen, currently President of KeyStone, will be appointed President of Novume; Dr. Richard Nathan, currently Chief Operating Officer of KeyStone, will be appointed Chief Operating Officer of Novume; James McCarthy, currently Chief Strategy Officer of KeyStone, will be appointed Chief Strategy Officer of Novume; Suzanne Loughlin, currently Chief Administrative Officer and General Counsel of KeyStone, will be appointed Chief Administrative Officer and General Counsel of Novume; and Riaz Latifullah, currently Chief Financial Officer of KeyStone, will be appointed Chief Financial Officer of Novume.

At the Effective Time or as soon as practicable thereafter, the Novume Board will consist of seven (7) members, four (4) of whom will be independent within the meaning of the rules and regulations of the SEC and the national stock exchange to which Novume has applied for the listing of Novume Common Stock, Novume Preferred Stock and Novume Unit Warrants. Six (6) members will be designated by KeyStone and one (1) member shall be designated by Brekford, subject to KeyStone’s approval. The members designated by KeyStone as of July 20, 2017, are James McCarthy, who shall serve as Chairman, Robert A. Berman, Dr. Richard Nathan, Glenn Goord and Paul de Bary. The remaining members shall be appointed as soon as practicable but likely after the Effective Time.

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The Merger Agreement provides that each of Rodney Hillman and Scott Rutherford, currently President/Chief Operating Officer and Chief Strategic Officer of Brekford, respectively, shall, as of or prior to the Effective Time, enter into separate five (5)-year employment agreements with Brekford or one or more of its subsidiaries to serve as President/Chief Operating Officer and Chief Technology Officer, respectively, of such entity. Additionally, at the Effective Time, Novume is expected to assume the existing employment agreements of KeyStone with each of Robert Berman, Richard Nathan, Harry Rhulen, Riaz Latifullah and Suzanne Loughlin, and KeyStone’s offer letter with James McCarthy. All of the forgoing are referred to collectively herein as, the “Employment Agreements.”

For a more complete description of the above-described arrangements, see “The Transaction – Interests of Certain Persons in the Transaction – Employment Agreements.”

Conditions to the Mergers

The Mergers will not be completed unless customary conditions set forth in the Merger Agreement are satisfied or waived by Brekford or KeyStone. Several such conditions have been fulfilled as of the date hereof, including that each party to the Merger Agreement receive the corporate authorizations required for the consummation of the Mergers under the DGCL, the Delaware Limited Liability Company Act (the “DLLCA”), and each such party’s organizational documents.

As of August 1, 2017, the effectiveness of the Registration Statement, the distribution of this information statement/prospectus to Brekford’s stockholders, and the completion of the required “Blue Sky” filings, were the only outstanding non-waivable conditions to the closing of the Merger Agreement, barring the unforeseen enactment of a law or regulation that has the effect of making the consummation of the Mergers illegal. See “The Merger Agreement – Conditions to the Mergers”.

Termination of the Merger Agreement; Termination Fee

The Merger Agreement may be terminated prior to the Effective Time by either Brekford or KeyStone under certain circumstances, including (i) if the Mergers are not consummated on or before August 31, 2017 (the “Termination Date”), provided, that, if on the Termination Date all conditions to the closing of the Merger Agreement, as set forth therein, shall be fulfilled, except the condition that this Registration Statement shall have become effective, then the Termination Date shall be extended to a date as shall be agreed by the parties; (ii) if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; (iii) if the other shall have breached, or failed to comply with, in any material respect any of its obligations under the Merger Agreement or any representation or warranty made by such other party shall have been incorrect in any material respect when made or shall have since ceased to be true and correct in any material respect, and such breach, failure or misrepresentation is not cured within thirty (30) days after notice thereof and such breaches, failures or misrepresentations, individually or in the aggregate and without regard to materiality qualifiers contained therein, results or would reasonably be expected to result in a Material Adverse Effect on Novume, Brekford or KeyStone; (iv) upon the occurrence of a Material Adverse Effect on the other or on Novume or an event which could reasonably be expected to result in a Material Adverse Effect on the other or on Novume; (v) if the Board of Directors of the other or any committee of the Board of Directors of the other (1) shall withdraw or modify in any adverse manner its approval or recommendation of this Agreement or the Mergers, (2) shall fail to reaffirm such approval or recommendation upon such party’s request, (3) approve or recommend any acquisition of the other or a material portion of its assets or any tender offer for shares of its capital stock, in each case, other than by the other party or an affiliate thereof, or (5) shall resolve to take any of the forgoing actions; and (vi) if any required approvals of the stockholders of Brekford or KeyStone shall fail to have been obtained prior to the Effective Time.

In certain circumstances, the Merger Agreement obligates Brekford to pay to KeyStone a fee of $250,000 (the “Termination Fee”) if the Merger Agreement is terminated. KeyStone may terminate the Merger Agreement without incurring a Termination Fee.

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Key Stockholder Agreements

The officers of Brekford and KeyStone have significant holdings in the voting securities of their respective companies. C.B. Brechin, Scott Rutherford, and Robert West each entered into an agreement with Brekford, and Robert A. Berman, James McCarthy, and Dr. Richard Nathan each entered into an agreement with KeyStone (such persons, collectively, the “Key Stockholders” and such agreements, collectively, the “Key Stockholder Agreements”), in connection with the signing of Merger Agreement, pursuant to which they agreed to vote all of their voting securities in Brekford or KeyStone, as applicable, (a) in favor of the Merger Agreement and the Mergers and (b) against any action that is intended to, or that could reasonably be expected to, impede, delay or materially adversely affect the transactions contemplated by the Merger Agreement. The forgoing agreements were subject to the condition that each such Key Stockholder Agreement would terminate upon the earlier of the Effective Time and the termination of the Merger Agreement. Each of the Key Stockholders has further agreed that, until the earlier of the termination of the Merger Agreement and the Effective Time, such Key Stockholders will not, directly or indirectly, sell or otherwise transfer any shares of Brekford Common Stock or KeyStone Common Stock, as applicable.

On February 9, 2017, each Key Stockholder voted his outstanding KeyStone Common Stock or Brekford Common Stock, as applicable, in favor of the Mergers.

As of February 9, 2017, the Key Stockholders of Brekford voted the following issued and outstanding Brekford Common Stock in favor of the Mergers:

Together, the Key Stockholders of Brekford voted an aggregate of 52.2% of the then issued and outstanding shares of Brekford Common Stock, achieving in excess of the required majority stockholder approval of the Brekford stockholders required to authorize the Mergers.

As of February 9, 2017, the Key Stockholders of KeyStone voted the following issued and outstanding KeyStone Common Stock in favor of the Mergers:

Accordingly, the Key Stockholders of KeyStone voted an aggregate of 81.1% of the then issued and outstanding shares of KeyStone Common Stock, achieving in excess of the required majority stockholder approval of the KeyStone stockholders required to authorize the Mergers. As of February 9, 2017, Robert A. Berman held no issued and outstanding shares of KeyStone Common Stock. For this reason, although he has executed a Key Stockholder Agreement he did not have any shares to vote with respect to the authorization of the Mergers. Mr. Berman held, at the time he executed the Key Stockholder Agreement, significant beneficial (rather than actual) ownership of KeyStone. He continues to have a right to acquire up to 41.7% of the issued and outstanding shares of KeyStone, and therefore continues to be considered a Key Stockholder of KeyStone. As with the other Key Stockholders of KeyStone (and the Key Stockholders of Brekford), to the extent Mr. Berman holds any outstanding shares of KeyStone Common Stock at the applicable time, he would be required to fulfill his obligations as set forth in his Key Stockholder Agreement, including to vote against any action that is intended to, or that could reasonably be expected to, impede, delay or materially adversely affect the transactions contemplated by the Merger Agreement.

Interests of Certain Persons in the Mergers

Certain of Brekford’s and KeyStone’s executive officers and directors have financial interests in the Mergers that are different from, or in addition to, their interests as Brekford stockholders generally. The Brekford Board was aware of and considered these interests, among other matters, in evaluating the Merger Agreement and in recommending that the Brekford stockholders adopt the Merger Agreement.

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Employment Agreements. Certain of Brekford’s executive officers will be employed by Novume, Brekford or one of Brekford’s subsidiaries after the Effective Time. The Merger Agreement provides, as described above, that at or before the Effective Time Rodney Hillman and Scott Rutherford shall enter into the Employment Agreements to serve as the President/Chief Operating Officer of Brekford and as the Chief Strategic Officer of Brekford or one or more of its subsidiaries. Additionally, at or before the Effective Time Robert Berman will be appointed Chief Executive Officer of Novume, Harry Rhulen will be appointed President of Novume, James McCarthy will be appointed Chair of the Novume Board, Richard Nathan will be appointed Chief Operating Officer of Novume, Riaz Latifullah will be appointed Chief Financial Officer of Novume, and Suzanne Loughlin will be appointed Chief Administrative Officer and General Counsel of Novume. Novume is expected to assume KeyStone’s existing Employment Agreements with each of the forgoing individuals.

Brekford and KeyStone intend that additional key executives of Novume, KeyStone and Brekford, as shall be mutually agreed by Brekford and KeyStone, will enter into employment agreements with Novume or one or more of its subsidiaries. Agreements with these executive officers are being negotiated but have not yet been entered into.

Avon Road Option Agreement. On March 16, 2016, James McCarthy, Richard Nathan and Avon Road entered into an option agreement (the “Avon Road Option Agreement”). Pursuant to the Avon Road Option Agreement, Messrs. McCarthy and Nathan (each a “Grantor”) granted Avon Road the right to purchase up to 50% of the shares of KeyStone Common Stock held by each such Grantor as of the date of the Avon Road Option Agreement. Mr. Berman beneficially owns approximately 41.7% of the issued and outstanding KeyStone Common Stock due primarily to this option. The parties to the Avon Road Option Agreement have entered into an agreement (the “Amended and Restated Avon Road Option Agreement”) so that, at the Effective Time, the Avon Road Option Agreement will evidence the right of Avon Road to acquire the number shares of Novume Common Stock into which the shares of KeyStone Common Stock are converted in the KeyStone Merger. Due to his significant beneficial ownership of KeyStone Common Stock, and what will be a significant beneficial ownership of Novume Common Stock as of the Effective Time, Mr. Berman has an interest in the completion of the Mergers. His option may become more valuable if the Mergers contribute to an increase in the stock price of the shares he beneficially owns and (B) his option, following the Effective Time, will be for shares that are registered (though still control securities) and should have more liquidity than a private company like KeyStone. Further, at the Effective Time, Novume’s directors, executive officers and principal stockholders, and their respective affiliates, will beneficially own the majority of the outstanding shares of Novume Common Stock; to the extent that Mr. Berman exercises his options under the Avon Road Option Agreement, ownership of Novume Common Stock will be further concentrated under his ownership. As a result, Mr. Berman may have the ability to control the outcome of matters submitted to Novume’s stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of Novume’s assets. By exercising his options and by acting alone or together with other affiliated stockholders, Mr. Berman may have the ability to control the management and affairs of Novume. Accordingly, this concentration of ownership might harm the market price of Novume Common Stock, Novume Warrants and/or Novume Preferred Stock by i) delaying, deferring or preventing a change in corporate control, ii) impeding a merger, consolidation, takeover or other business combination involving Novume, or iii) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of Novume.

Regulatory Matters

There are no regulatory consents or approvals required to complete the Merger.

Appraisal Rights

Brekford stockholders and KeyStone stockholders will be entitled to appraisal rights under the DGCL, and receive payment for the fair value of their shares of Brekford Common Stock if the Brekford Merger is completed and the dissenting stockholders follow the requirements of Section 262 of the DGCL, or the fair value of their shares of KeyStone Common Stock and/or KeyStone Preferred Stock if the KeyStone Merger is completed and the dissenting stockholders follow the requirements of Section 262 of the DGCL.

Brekford stockholders and KeyStone stockholders who desire to exercise their appraisal rights must submit a written demand for an appraisal within twenty (20) days of the mailing of this information statement/prospectus, and must continue to hold their Brekford shares or KeyStone shares, as applicable, through the Effective Time. Brekford stockholders and KeyStone stockholders must also comply with other procedures as required by Section 262 of the DGCL. Brekford stockholders and KeyStone stockholders who validly demand appraisal of their shares in accordance with the DGCL and do not withdraw their demand or otherwise forfeit their appraisal rights will not receive the merger consideration described herein. Instead, after the Effective Time, the Court of Chancery of the State of Delaware will determine the fair value of their shares exclusive of any value arising from the Brekford Merger or the KeyStone Merger, as applicable. This appraisal amount will be paid in cash and could be more than, the same as or less than the value a Brekford stockholder or a KeyStone stockholder, as applicable, would be entitled to receive under the Merger Agreement.

A copy of Section 262 of the DGCL is included as Annex B to this information statement/prospectus and a summary of this provision is included under “The Transaction—Appraisal Rights” beginning on page 41 of this information statement/prospectus.

Accounting Treatment

Novume will account for the KeyStone Merger as a recapitalization. Because the majority of the voting rights of Novume will be derived from the existing stockholders of KeyStone, KeyStone will be considered the predecessor entity for accounting purposes. In determining KeyStone as the predecessor entity, the companies considered the relative voting rights in Novume, the composition of

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the Novume Board and senior management of Novume as of the Effective Time of the Mergers and the relative share ownership of the Novume Common Stock as of the Effective Time by former KeyStone and Brekford stockholders. As a result, the historical financial statements of KeyStone will become the historical financial statements of Novume as of the Effective Time. Novume will account for the Brekford Merger as a purchase of Brekford by Novume, using the acquisition method of accounting as required under United States generally accepted accounting principles, or “GAAP.” The assets, including identifiable intangible assets, and liabilities of Brekford as of the Effective Time will be recorded at their respective fair values and added to those of KeyStone to form the consolidated financial statements of Novume. Any excess of purchase price over the net fair values of Brekford’s assets and liabilities will be recorded as goodwill under GAAP. Consolidated financial statements of Novume after the Effective Time will reflect those fair values and will not be restated retroactively to reflect the historical financial position or results of operations of Brekford. The results of operations of Brekford will be combined with the results of operations of KeyStone and will be included in the results of operations of Novume, beginning on the effective date of the Mergers. Following the Mergers, the earnings of Novume will reflect the effect of any additional indebtedness and adjustments under the acquisition method of accounting, including increased interest expense and depreciation and amortization of acquired assets.

Material U.S. Federal Income Tax Consequences of the Mergers

If, as planned and expected, the Mergers are completed in accordance with the Merger Agreement, neither Brekford stockholders nor KeyStone stockholders should recognize gain or loss upon the receipt of Novume Common Stock or Novume Preferred Stock, or warrants or options to purchase shares of Novume Common Stock, as applicable, in exchange for Brekford Common Stock, Brekford Warrants or Brekford Options in connection Brekford Merger or in exchange for KeyStone Common Stock, KeyStone Preferred Stock or warrants or options to purchase shares of KeyStone Common Stock in the KeyStone Merger, as applicable. However, Brekford and KeyStone stockholders will recognize gain or loss upon the receipt of cash for fractional shares, if applicable. You should read “Material U.S. Federal Income Tax Consequences of the Mergers” for a more complete discussion of the U.S. federal income tax consequences of the merger, including the limitations, exceptions, assumptions and conditions set forth therein.

Tax matters can be complicated, and the tax consequences of the transaction to you will depend on your particular tax situation. Accordingly, you are urged to consult your own tax advisors to determine the particular federal, state, local or foreign income, reporting or other tax consequences of the Mergers to you.

Risk Factors

SEE “RISK FACTORS” BELOW FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS IN EVALUATING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY.

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CERTAIN FINANCIAL INFORMATION

Selected Unaudited Pro Forma

Condensed Combined Financial Data

As of the date of this information statement/prospectus, Novume has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Firestorm, acquired by KeyStone in January 2017, and Brekford assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Firestorm’s and Brekford’s accounting policies to Novume’s accounting policies. A final determination of the fair value of Firestorm’s and Brekford’s assets and liabilities, including intangible assets with both indefinite and finite lives, will be based on the actual net tangible and intangible assets and liabilities of Firestorm and Brekford that exist as of the closing date of each of the Mergers. Pursuant to the terms of the Merger Agreement, each share of Brekford Common Stock will be converted into the right to receive the shares of Novume Common Stock at the Brekford Exchange Ratio, each share of KeyStone Common Stock will be converted into the right to receive shares of Novume Common Stock at the KeyStone Common Exchange Ratio, and each share of KeyStone Preferred Stock will be converted into the right to receive shares of Novume Preferred Stock at the KeyStone Preferred Exchange Ratio. For more information regarding the Mergers, see “The Transaction” and “The Merger Agreement.” As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements presented below. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma combined balance sheet and/or combined statements of operations. The final purchase price allocations may be materially different than that reflected in the pro forma purchase price allocations presented herein. The Mergers will be accounted for as a recapitalization of KeyStone and an acquisition of Brekford under the acquisition method of accounting, and the acquisition of Firestorm prior to the KeyStone Merger will also be accounted for under the acquisition method.

The Novume Unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with the historical financial statements of Brekford, KeyStone, and Firestorm and the related notes thereto, included elsewhere in this information statement/prospectus.

Assumptions and estimates underlying the adjustments to the unaudited pro forma condensed combined financial statements, which are referred to as the pro forma adjustments, are described in the accompanying notes to the Novume Unaudited Pro Forma Condensed Combined Financial Statements elsewhere in this information statement/prospectus. The historical consolidated financial statements have been adjusted in the Novume Unaudited Pro Forma Condensed Combined Financial Statements to give effect to pro forma events that are: (1) directly attributable to the Mergers, acquisition of Firestorm and other related transactions; (2) factually supportable; and (3) with respect to the unaudited pro forma statements of operations, expected to have a continuing impact on the combined results of Novume following the Mergers and the acquisition of Firestorm. The Novume Unaudited Pro Forma Condensed Combined Financial Statements are presented for comparative purposes only and do not give effect to any potential cost savings and synergies that could result from the Mergers and acquisition of Firestorm. The pro forma data are not intended to be indicative of actual results had the Mergers and acquisition of Firestorm occurred as of the dates indicated below, nor do they purport to indicate results which may be achieved in the future.

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Comparative Historical and Unaudited Pro Forma Per Share Financial Information

Presented below are KeyStone’s historical and Brekford’s historical and pro forma per share data for the three months ended March 31, 2017 and the year ended December 31, 2016. Also presented below, is the pro forma per share data of Novume giving consideration to the fact that Novume was not incorporated until February 2017. This information should be read together with the historical consolidated financial statements and related notes of KeyStone and Brekford included elsewhere in this information statement/prospectus, and with the unaudited pro forma condensed combined financial statements included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 106.

The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Mergers had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring, or other factors that may result as a consequence of the Mergers and, accordingly, does not attempt to predict or suggest future results.

The historical book value per share is computed by dividing stockholders’ equity by the number of shares of common stock outstanding at the end of the period. The pro forma earnings (loss) per share of the combined company is computed by dividing the pro forma loss by the pro forma weighted average number of shares outstanding.

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Comparative Market Information and Dividends

Brekford Common Stock is quoted on the OTCQX. KeyStone Units, KeyStone Common Stock, KeyStone Preferred Stock and KeyStone Unit Warrants are available for trading on the OTCQB as described above. There is currently no public market for Novume Common Stock, Novume Preferred Stock, Novume Unit Warrants or any other securities of Novume.

After the Effective Time, Novume intends to apply for a listing of Novume Common Stock, Novume Preferred Stock and Novume Unit Warrants on a national stock exchange; provided, that, there can be no assurance that it will be successful in obtaining such listings.

The following table sets forth, for the calendar quarter indicated, the bid and ask prices per KeyStone Unit, KeyStone Common Stock, KeyStone Preferred Stock and KeyStone Unit Warrants, as reported on the OTCQB.

The following table sets forth, for the calendar quarters indicated, the high and low sales prices per share of Brekford Common Stock, as reported on the OTCQX.

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On December 6, 2016, the last full trading day prior to the public announcement of the proposed Mergers, the last reported closing sale price per share of Brekford Common Stock as reported on the OTCQX was $0.07 per share. On August 2, 2017, the most recent practicable date prior to the mailing of this information statement/prospectus, the last reported closing sale price per share of Brekford Common Stock as reported on the OTCQX was $0.11 per share. Holders of Brekford Common Stock are urged to obtain current market quotations prior to making any decision with respect to the Mergers. While all KeyStone securities have been available for trading on the OTXQB since June 30, 2017, none have traded as of August 1, 2017.

As of August 1, 2017, Brekford had 56 holders of record of Brekford Common Stock, and KeyStone had 7 holders of record of KeyStone Common Stock and 133 holders of record of KeyStone Preferred Stock.

Neither Brekford nor KeyStone has paid any cash dividends on Brekford Common Stock or KeyStone Common Stock, as applicable, and Novume does not anticipate paying any cash dividends on Novume Common Stock for the foreseeable future after completion of the Mergers.

KeyStone Preferred Stock is entitled to quarterly cash dividends of $0.175 (7% per annum) per share. Novume intends that after the Effective Time Novume Preferred Stock will also be entitled to, quarterly cash dividends of $0.175 (7% per annum) per share, thereby maintaining equivalent rights as between the holders of KeyStone Preferred Stock and holders of Novume Preferred Stock when accounting for the KeyStone Preferred Exchange Ratio. KeyStone currently pays, and Novume anticipates paying, such quarterly cash dividends through cash flow and potential business growth from acquired entities.

Novume anticipates that future earnings generated from operations, if any, will be retained to develop and expand its business. Novume’s ability to pay dividends on Novume Common Stock will be restricted by the terms of Novume Preferred Stock, which will require Novume to pay full cumulative dividends on the Novume Preferred Stock before making any dividend payment on Novume Common Stock. The declaration and payment in the future of any cash dividends will be at the discretion of the Novume Board and will depend upon, among other factors, the earnings, capital requirements and financial position of Novume, and existing and/or future loan covenants and general economic conditions.

RISK FACTORS

There are risks associated with the Mergers, combining the businesses of Brekford and KeyStone and holding Novume Common Stock or Novume Preferred Stock to be issued in the Mergers. Brekford and KeyStone stockholders should consider the following risks:

Risks Relating to the Mergers

Because none of the Brekford Exchange Ratio, the KeyStone Common Exchange Ratio or the KeyStone Preferred Exchange Ratio is adjustable based on the market price of Novume Common Stock, Brekford Common Stock, KeyStone Common Stock or KeyStone Preferred Stock, you cannot be sure of the value of the Merger Consideration that you will receive.

The number of shares of Novume Common Stock, or of Novume Preferred Stock convertible into Novume Common Stock, to be issued or to become issuable by Novume in the Mergers is not adjustable based on the market price of Brekford Common Stock or Novume Common Stock, and the Merger Agreement may not be terminated as a result of any changes in such market prices. The market value of the shares of Novume Common Stock or Novume Preferred Stock, as applicable, that Brekford and KeyStone stockholders will be entitled to receive when the Mergers are completed will depend on the market value of shares of Novume Common Stock at that time, which could vary significantly from the market value of shares of Novume Common Stock on the date the Merger Agreement was executed or the date of this information statement/prospectus. Accordingly, as of the date of this information statement/prospectus, neither Brekford nor KeyStone stockholders will know or be able to calculate the market value of the consideration they will receive upon completion of the Mergers. These variations may result from, among other factors, market expectations of the likelihood that the Mergers will be completed and the timing of completion, the prospects of post-merger operations, the effect of any conditions or restrictions imposed on or proposed with respect to Novume by regulatory agencies and authorities, general market and economic conditions and other factors.

Novume may fail to realize the anticipated benefits of the Mergers.

The Mergers involve the integration of two companies that have previously operated independently. There can be no assurance that Novume will not encounter significant difficulties in integrating the respective operations of Brekford and KeyStone or that the benefits expected from such integration will be realized. In addition, the achievement of the benefits expected from such integration will require Novume to incur significant costs. The incurrence of any such costs, as well as any unexpected costs or delays, in connection with such integration, could have a material adverse effect on Novume’s business, operating results or financial condition.

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Brekford and KeyStone will be subject to business uncertainties and contractual restrictions while the Mergers are pending that could adversely affect their businesses.

Uncertainty about the effect of the Mergers on employees and customers may have an adverse effect on Brekford and/or KeyStone, and consequently on Novume following the Mergers. These uncertainties may impair each company’s ability to attract, retain and motivate key personnel until the Mergers are completed and for a period of time thereafter, and could cause customers, suppliers and others that deal with either of Brekford or KeyStone to seek to change existing business relationships with Brekford or KeyStone, as applicable. Employee retention may be particularly challenging during the pendency of the Mergers, as employees may experience uncertainty about their future roles with Brekford or KeyStone. If, despite Brekford’s or KeyStone’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Brekford or KeyStone, as the case may be, Brekford’s and/or KeyStone’s business and consequently the business of Novume following the Mergers could be seriously harmed.

Failure to complete the Mergers could negatively affect Novume, Brekford and KeyStone.

If the Mergers are not completed for any reason, Novume, Brekford and KeyStone may be subject to a number of material risks, including the following:

Brekford’s ability to pursue alternatives to the Brekford Merger is restricted.

The Merger Agreement contains an exclusivity provision that provides that, without the prior written consent of the KeyStone, Brekford will not, and will not authorize or permit any of its representatives to, directly or indirectly, solicit, initiate, entertain or encourage or support (including by way of furnishing information) or take any other action to facilitate any inquiries or the making of any proposal or offer which constitutes or may reasonably be expected to lead to an alternative acquisition proposal from any person, or engage in any discussion or negotiations relating thereto or accept any alternative acquisition proposal. The exclusivity provision is subject to certain exceptions that permit the board of directors of Brekford to comply with its fiduciary duties, which, under certain circumstances, would enable Brekford to provide information to, and engage in discussions or negotiations with, third parties with respect to alternative acquisition proposals. Upon termination of the Merger Agreement under certain circumstances, Brekford may be obligated to pay KeyStone a termination fee of $250,000. This provision could discourage a potential acquirer that might have an interest in acquiring all or a significant part of Brekford from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration Novume proposes to pay in the Brekford Merger or might result in a potential competing acquirer proposing to pay a lower per share price to acquire Brekford than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable to KeyStone in certain circumstances.

Each of Brekford and KeyStone stockholders will have reduced ownership and voting interests in Novume and will be able to exercise less influence over management following the Mergers.

Immediately after the Mergers, based on the Exchange Ratios, the pre-merger stockholders of Brekford will own such portion of the capital stock of Novume as is equal to approximately 20% of the issued and outstanding shares of Novume Common Stock, on a fully-diluted basis, and the stockholders of KeyStone immediately preceding the Effective Time will own such portion of Novume capital stock as is equal to approximately 80% of the issued and outstanding Novume Common Stock, on a fully-diluted basis.

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There currently is no public trading market for any of Novume Common Stock, Novume Preferred Stock or Novume Unit Warrants and active markets may not develop or, if developed, be sustained. If public trading markets do not develop, holders of Novume Common Stock, Novume Preferred Stock and/or Novume Unit Warrants issued under the Merger Agreement may not be able to sell any such shares of Novume Common Stock, or of Novume Preferred Stock, or the Novume Unit Warrants.

As of the date of this information statement/prospectus, there is currently no public trading market for any of Novume Common Stock, Novume Preferred Stock or the Novume Unit Warrants, and an active market may not develop or be sustained. Novume intends to use its best efforts to obtain, prior to the Effective Time, or as soon as reasonably practicable thereafter, the approval for listings on a national stock exchange of shares of Novume Common Stock and Novume Preferred Stock, and the Novume Unit Warrants, but there is no guarantee that it will be successful. If active public trading markets for Novume Common Stock, Novume Preferred Stock or Novume Unit Warrants do not develop or are not sustained, it may be difficult or impossible for holders of Novume Common Stock, Novume Preferred Stock or Novume Unit Warrants issued under the Merger Agreement to resell such Novume Common Stock, Novume Preferred Stock or Novume Unit Warrants at any price. Even if markets develop for shares of Novume Common Stock, Novume Preferred Stock or Novume Unit Warrants, these shares may be thinly traded, with wide share price fluctuations, low share prices and minimal liquidity.

The success of Novume’s business will depend, in part, on the continued services of certain key personnel.

After the Effective Time, the success of Novume’s business will depend, in part, on the continued services of certain members of KeyStone’s and Brekford’s management. In particular, the loss of the services of any of Robert A. Berman as Chief Executive Officer and director of Novume, Harry Rhulen as president of Novume, Richard Nathan as Chief Operating Officer and director of Novume, Suzanne Loughlin as Chief Administrative Officer and General Counsel of Novume, Riaz Latifullah as Chief Financial Officer of Novume, James McCarthy as Chair of the Novume Board and Chief Strategy Officer of KeyStone, Rodney Hillman as President/Chief Operating Officer of Brekford could have a material adverse effect on the business, results of operations, and financial condition of Novume.

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Because at the Effective Time, certain of Novume’s stockholders will control a significant number of shares of Novume Common Stock, they may have effective control over actions requiring stockholder approval.

Novume’s directors, executive officers and principal stockholders, and their respective affiliates, will beneficially own the majority of the outstanding shares of Novume Common Stock at the Effective Time. Notably, Mr. Robert Berman, the CEO of KeyStone and Novume, has options to purchase a significant portion of Novume Common Stock. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to Novume’s stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of Novume’s assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of Novume. To the extent Mr. Berman exercises his options, his ability to control the foregoing may increase substantially. Accordingly, this concentration of ownership might harm the market price of Novume Common Stock, Novume Warrants and/or Novume Preferred Stock by:

The tax treatment of the Mergers is not certain.

Counsel to KeyStone and to Brekford have opined that each Merger “should” qualify as a tax-free reorganization. While no opinion is a guarantee, subject to the assumptions and conditions stated in the opinions, a “should” level opinion reflects a reasonably high level of confidence (and significantly higher than a “more likely than not” level) that the positions discussed in the opinion would be sustained. In the case of the KeyStone Merger, counsel is unable to opine at a higher level of certainty (generally called a “will” level) because of the complicated capital structure of KeyStone. In the case of the Brekford Merger, counsel is unable to opine at a “will” level because of the complexity of the transaction and because Brekford disposed of certain assets earlier in 2017 (see discussion below). If the IRS were to determine that the KeyStone Merger were taxable rather than tax-free, the KeyStone stockholders would recognize gain or loss on the exchange of their KeyStone shares for Novume Common Stock or Novume Preferred Stock, as applicable. Moreover, KeyStone would recognize gain or loss at the corporate level on the exchange of its assets. If the IRS were to determine that the Brekford Merger were taxable rather than tax-free, the Brekford shareholders would recognize gain or loss on the exchange of their Brekford Common Stock for Novume Common Stock.

Risks Related to Brekford

Brekford’s business is subject to a number of risks, some of which are discussed below. Other risks are presented elsewhere in this report. You should consider the following risks carefully in addition to the other information contained in this report and Brekford’s other filings with the SEC before deciding to buy, sell or hold Brekford Common Stock. The risks and uncertainties described below are not the only ones facing Brekford. Additional risks and uncertainties not presently known to Brekford or that Brekford currently deems immaterial may also affect Brekford’s business operations. If any of these risks actually occurs, Brekford’s business, financial condition, or results of operations could be seriously harmed. In that event, the market price for Brekford Common Stock could decline and you may lose all or part of your investment.

Because Brekford depends on government contracts and subcontracts, Brekford faces additional risks related to contracting with federal, state and local governments, including budgetary issues and fixed price contracts.

A significant portion of Brekford’s revenues is derived from contracts with governmental agencies, as a general contractor, subcontractor or supplier. Brekford anticipates that revenue from government contracts will continue to remain a significant portion of Brekford’s revenues. Government business is, in general, subject to special risks and challenges, including:

Governmental budgets and plans are subject to change without warning. Certain risks of selling to governmental entities include dependence on appropriations and administrative allocation of funds, changes in governmental procurement legislation and regulations and other policies that may reflect political developments or agendas, significant changes in contract scheduling, intense competition for government business and termination of purchase decisions for the convenience of the governmental entity. Substantial delays in purchase decisions by governmental entities, and the current constraints on government budgets at the federal, state and local level, could cause Brekford’s revenues and income to drop substantially or to fluctuate significantly between fiscal periods.

In addition, a number of Brekford’s government contracts are fixed price contracts. As a result, Brekford may not be able to recover any cost overruns it may incur. These fixed price contracts require Brekford to estimate the total project cost based on preliminary projections of the project’s requirements. The financial viability of any given project depends in large part on Brekford’s ability to estimate these costs accurately and complete the project on a timely basis. In the event Brekford’s costs on these projects exceed the fixed contractual amount, Brekford will be required to bear the excess costs. Such additional costs would adversely affect Brekford’s financial condition and results of operations. Moreover, certain of Brekford’s government contracts are subject to termination or renegotiation at the convenience of the government, which could result in a large decline in Brekford’s revenues in any given period. Brekford’s inability to address any of the foregoing concerns or the loss or renegotiation of any material government contract could seriously harm its business, financial condition and results of operations.

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State budgetary constraints may have a material adverse impact on Brekford.

Many states have experienced, and are continuing to experience, significant budget shortfalls and other related budgetary issues and constraints. Ongoing uncertainty as to the timing and accessibility of budgetary funding, changes in state funding allocations to local agencies and municipalities, or other budget deficiencies that do not permit agencies to fund their internal portion of program expenses may have a negative impact on Brekford’s revenues and income.

If Brekford does not keep pace with rapid technological changes and evolving industry standards, it will not be able to remain competitive, and the demand for its products will likely decline.

Brekford’s markets are in general characterized by the following factors:

Brekford’s future success will depend upon its ability to anticipate and adapt to changes in technology and industry standards, and to effectively develop, introduce, market and gain broad acceptance of new products and product enhancements incorporating the latest technological advancements.

If Brekford is unable to develop and introduce new products and product enhancements successfully and in a cost-effective and timely manner, or are unable to achieve market acceptance of Brekford’s new products, Brekford’s operating results would be adversely affected.

Brekford believes its revenue growth and future operating results will depend on Brekford’s ability to complete development of new products and enhancements, introduce these products in a timely, cost-effective manner, achieve broad market acceptance of these products and enhancements, and reduce production costs. In addition, the introduction of any new products could adversely affect the sales of certain of existing products.

The markets in which Brekford operates are highly competitive and have many more established competitors than Brekford does, which could adversely affect Brekford’s revenues or the market acceptance of its products.

Brekford competes with numerous other companies in its target markets including, but not limited to, large, multinational corporations and many smaller regional firms. Brekford competes with existing, well-established companies and technologies both domestically and abroad. Only a small portion of the public safety market has adopted automated enforcement technologies, and Brekford’s future success will depend in part upon gaining broad market acceptance. Certain technological barriers to entry make it difficult for new competitors to enter the market with competing technologies; however, Brekford is aware of new market entrants from time to time. Increased competition could result in loss of market share, price reductions and reduced gross margins, any of which could seriously harm its business, financial condition and results of operations.

Several of Brekford’s competitors have far greater name recognition and greater financial, technological, marketing and customer service resources than Brekford does. This may allow Brekford’s competitors to respond more quickly to new or emerging technologies and changes in customer requirements. It may also allow them to devote greater resources to the development, promotion, sale and support of their products and services than Brekford can. As a result of the foregoing factors, Brekford may not be able to compete effectively in its target markets and competitive pressures could adversely affect Brekford’s business, financial condition and results of operations.

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Brekford may not be able to adequately protect or enforce its intellectual property rights, which could harm Brekford’s competitive position.

If Brekford is not able to adequately protect or enforce the proprietary aspects of its technology, competitors could be able to access its proprietary technology and its business, financial condition and results of operations will likely be seriously harmed. Brekford currently attempts to protect its technology through a combination of patent, copyright, trademark and trade secret laws, employee and third party nondisclosure agreements and similar means. Despite Brekford’s efforts, other parties may attempt to disclose, obtain or use Brekford’s technologies or systems. Brekford’s competitors may also be able to independently develop products that are substantially equivalent or superior to Brekford’s products or design around its patents. In addition, the laws of some foreign countries do not protect Brekford’s proprietary rights as fully as do the laws of the U.S. As a result, Brekford may not be able to protect its proprietary rights adequately in the U.S. or abroad.

Litigation may be necessary in the future to enforce Brekford’s intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation may also be necessary to defend against claims of infringement or invalidity by others. Brekford has not in the past, but may in the future, be subject to litigation regarding its intellectual property rights. An adverse outcome in litigation or any similar proceedings could subject Brekford to significant liabilities to third parties, require Brekford to license disputed rights from others or require it to cease marketing or using certain products or technologies. Brekford may not be able to obtain any licenses on terms acceptable to it, or at all. Brekford also may have to indemnify certain customers or strategic partners if it is determined that Brekfrod has infringed upon or misappropriated another party’s intellectual property. Any of the foregoing could adversely affect Brekford’s business, financial condition and results of operations. In addition, the cost of addressing any intellectual property litigation claim, including legal fees and expenses, and the diversion of management’s attention and resources, regardless of whether the claim is valid, could be significant and could seriously harm Brekford’s business, financial condition and results of operations.

Brekford may be unable to attract and retain key personnel, including senior management, which could seriously harm its business.

Due to the specialized nature of Brekford’s business, Brekford is highly dependent on the continued service of its executive officers and other key management, engineering and technical personnel. The loss of any of Brekford’s officers, or any of other executives or key members of management could adversely affect its business, financial condition, or results of operations. Brekford’s success will also depend in large part upon its ability to continue to attract, retain and motivate qualified engineering and other highly skilled technical personnel, as well as new management personnel and senior executives. Competition for qualified employees, particularly development engineers and software developers, is intense. Brekford may not be able to continue to attract and retain sufficient numbers of such highly skilled employees. Brekford’s inability to attract and retain additional key employees or the loss of one or more of its current key employees could adversely affect its business, financial condition and results of operations.

Brekford’s failure to successfully bid on new contracts and renew existing contracts could reduce its revenues and profits.

Brekford’s business depends on its ability to successfully bid on new contracts and renew existing contracts with public sector customers. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which are affected by a number of factors, such as market conditions, financing arrangements and required governmental approvals. For example, a customer may require Brekford to provide a surety bond or letter of credit to protect the client should it fail to perform under the terms of the contract. If negative market conditions continue, or if Brekford fails to secure adequate financing arrangements or the required governmental approval or fail to meet other required conditions, Brekford may not be able to pursue particular projects, which could reduce or eliminate its profitability.

Brekford’s sale of its Vehicle Services business could have a negative impact of future operations and attributable operating cashflow.

Brekford’s Vehicle Services business provided approximately $1.2 million of cashflow from discontinued operations in the year ended December 31, 2016. The net proceeds received from the sale of the Vehicle Services business, after the repayment of vehicle services outstanding debt, may not be sufficient to sustain long-term operating cashflow if Brekford sustains deficits.

Brekford may have future obligations to provide a capital contribution to GPS.

Brekford currently maintains a 19.9% interest in Global Public Safety, LLC. In accordance with the operating agreement of GPS, as currently in effect, Brekford may be required to make additional capital contributions (i) if required with respect to a tax audit of Global Public Safety, LLC or (ii) if deemed by the board of representatives of GPS, in its sole discretion, to be required, provided, however, that, with respect to clause (ii), (x) each such required additional capital contribution must be required pro rata with respect to the Class A Members (currently, Brekford and LB&B) and (y) the amount of all such capital contributions may not exceed $500,000 in the aggregate.

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Brekford’s ability to utilize certain net operating loss carryforwards to offset future taxable income may be significantly limited as a result of the merger under the Internal Revenue Code.

As of December 31, 2016, Brekford had federal and state net operating loss carryforwards of approximately $7.55 million which could offset future taxable income. Its ability to utilize deferred tax assets to offset future federal taxable income may be significantly limited as it enters into the Brekford Merger, which would likely be considered an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).

If Brekford experiences declining or flat revenues and Brekford fails to manage such declines effectively, Brekford may be unable to execute its business plan and may experience future weaknesses in operating results.

Based on Brekford’s business objectives, and in order to achieve future growth, Brekford will need to continue to add additional qualified personnel, and invest in additional research and development and sales and marketing activities, which could lead to increases in its expenses and future declines in operating results. In addition, Brekford’s future expansion is expected to place a significant strain on its managerial, administrative, operational, financial and other resources. If Brekford is unable to manage these activities or any revenue declines successfully, Brekford’s growth, Brekford’s business, its financial condition and results of operations could continue to be adversely affected.

Brekford is currently not profitable and it may be unable to become profitable on a quarterly or annual basis.

For the three months ended March 31, 2017, Brekford had a loss from continuing operations before taxes of $562,862 and a gain from discontinued operations before taxes of $5,406,147 attributable to the disposition of its Vehicle Services business on February 28, 2017. Brekford cannot assure you that it will be profitable in the future. Brekford’s ability to become profitable in future periods could be impacted by budgetary constraints, government and political agendas, economic instability and other items that are not in its control. Furthermore, Brekford relies on operating profits to fund investments in sales and marketing and research and development initiatives. Brekford cannot assure you that its financial performance will sustain a sufficient level to completely support those investments. Most of Brekford’s expenses are fixed in advance. As such, Brekford generally is unable to reduce its expenses significantly in the short-term to compensate for any unexpected delay or decrease in anticipated revenues or increases in planned investments. As a result, Brekford may continue to experience operating losses and net losses in the future, which would make it difficult to fund operations and achieve its business plan, and could cause the market price of Brekford Common Stock to decline.

If Brekford’s internal controls over financial reporting do not comply with the requirements of the Sarbanes-Oxley Act, Brekford’s business and stock price could be adversely affected.

Section 404 of the Sarbanes-Oxley Act of 2002 currently requires Brekford to evaluate the effectiveness of its internal controls over financial reporting at the end of each fiscal year and to include a management report assessing the effectiveness of its internal controls over financial reporting in all annual reports. In connection with the audit of its consolidated financial statements for the year ended December 31, 2016, Brekford determined that its disclosure controls and procedures were not effective due to the material weakness in its internal control over financial reporting. Management concluded that a material weakness exists because Brekford does not currently employ a sufficient number of qualified accounting personnel to ensure proper and timely evaluation of complex accounting, tax, and disclosure issues that may arise during the course of the Company’s business. A material weakness is a control deficiency (within the meaning of the Standards of the Public Company Accounting Oversight Board Auditing) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

As a smaller reporting company, for the year ended December 31, 2016, Brekford was exempt from the auditor attestation requirement over its internal control over financial reporting; however, to the extent it does not qualify as a non-accelerated filer or smaller reporting company in subsequent fiscal years, it will be subject to the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act. In such an event, it may not be able to complete the work required for such attestation on a timely basis and, even if it timely completes such requirements, Brekford’s independent registered public accounting firm may still conclude that its internal controls over financial reporting are not effective.

Brekford’s management does not expect that Brekford’s internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control

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system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Over time, Brekford’s controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Brekford’s quarterly operating results fluctuate as a result of many factors. Therefore, Brekford may fail to meet or exceed the expectations of securities analysts and investors, which could cause Brekford’s stock price to decline.

Brekford’s quarterly revenues and operating results have fluctuated and are likely to continue to vary from quarter to quarter due to a number of factors, many of which are not within Brekford’s control. Factors that could affect Brekford’s revenues include, among others, the following:

Due to all of the factors listed above as well as other unforeseen factors, Brekford’s future operating results could be below the expectations of securities analysts or investors. If that happens, the trading price of Brekford Common Stock could decline. As a result of these quarterly variations, you should not rely on quarter-to-quarter comparisons of Brekford’s operating results as an indication of its future performance.

Brekford may be subject to ATSE related litigation.

The ATSE industry in general is subject to litigation claims due to the nature of contractual arrangements and governing laws associated with each state. As a provider of ATSE services, Brekford could in the future be, from time to time, subject to litigation for ATSE programs, even if Brekford’s products or services were delivered according to contract. While Brekford generally carries insurance against these types of claims, some claims may not be covered by insurance or the damages resulting from such litigation could exceed its insurance coverage limits. In the event that Brekford is required to pay significant damages as a result of one or more lawsuits that are not covered by insurance or exceed its coverage limits, it could materially harm Brekford’s business, financial condition or cash flows. Even defending against unsuccessful claims could cause Brekford to incur significant expenses and result in a diversion of management’s attention.

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Brekford may experience production gaps that could materially and adversely impact Brekford’s sales and financial results and the ultimate acceptance of Brekford’s products.

It is possible that Brekford could experience unforeseen quality control issues or part shortages as it adjusts production to meet current demand for its products. Brekford has historically used single suppliers for certain significant components in its products. Should any such delay or disruption occur, or should a key supplier discontinue operations because of the current economic climate, Brekford’s future sales will likely be materially and adversely affected.

Brekford’s international business operations may be threatened by many factors that are outside of its control.

While Brekford historically has had limited international sales, revenues and operations experience, Brekford began work on its first international contracts in Mexico in 2015. Brekford may further expand its international efforts, and in particular, plans to expand its distribution channels in Latin America. Brekford cannot assure you that it will be successful in its expansion efforts. International operations subject Brekford to various inherent risks including, among others:

Any of the factors mentioned above may adversely affect Brekford’s future international revenues and, consequently, affect its business, financial condition and operating results. Additionally, as Brekford pursues the expansion of its international business, certain fixed and other overhead costs could outpace its revenues, thus adversely affecting results of operations. Brekford may likewise face local competitors in certain international markets who are more established, have greater economies of scale and stronger customer relationships.

Brekford may need to raise additional capital in the future, which may not be available on terms acceptable to it, or at all.

Brekford has historically experienced volatility in its earnings and cash flows from operations from year to year. It also may have a need for significant capital in relation to new contracts for camera deployments and general growth of the business. If Brekford’s business declines, Brekford may need to raise additional capital to pursue acquisitions or expand its operations. Such additional capital may be raised through bank borrowings, or other debt or equity financings. Brekford cannot assure you that any additional capital will be available on a timely basis, on acceptable terms, or at all, and such additional financing may result in further dilution to Brekford’s stockholders.

Brekford’s capital requirements will depend on many factors, including, but not limited to:

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If Brekford’s capital requirements are materially different from those currently planned, Brekford may need additional capital sooner than anticipated. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of its stockholders will be reduced and such securities may have rights, preferences and privileges senior to Brekford Common Stock. Additional equity or debt financing may not be available on favorable terms, on a timely basis, or at all. If adequate funds are not available or are not available on acceptable terms, Brekford may be unable to continue its operations as planned, develop or enhance Brekford’s products, expand its sales and marketing programs, take advantage of future opportunities or respond to competitive pressures.

The trading price of Brekford Common Stock is highly volatile.

Brekford Common Stock is traded under the symbol BFDI on the OTCQX. Brekford Common Stock is not actively traded and the price of Brekford Common Stock may be volatile. The trading price of Brekford Common Stock has been subject to wide fluctuations in the past. From January 1, 2016 through August 1, 2017, Brekford Common Stock has traded at prices as low as $0.06 per share and as high as $0.30 per share. The market price of Brekford Common Stock could continue to fluctuate in the future in response to various factors, including, but not limited to:

The stock market has from time to time experienced volatility, which has often affected and may continue to affect the market prices of equity securities of many technology companies. This volatility has often been unrelated to the operating performance of these companies. These broad market fluctuations may adversely affect the market price of Brekford Common Stock. In the past, companies that have experienced volatility in the market price of their securities have been the subject of securities class action litigation. If Brekford were to become the subject of a class action lawsuit, it could result in substantial losses and divert management’s attention and resources from other matters.

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Because certain of Brekford’s stockholders control a significant number of shares of Brekford Common Stock, they may have effective control over actions requiring stockholder approval.

Brekford’s directors, executive officers and principal stockholders, and their respective affiliates, beneficially own the majority of the outstanding shares of Brekford Common Stock. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to Brekford’s stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of Brekford’s assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of Brekford. Accordingly, this concentration of ownership might harm the market price of Brekford Common Stock by:

Brekford has not paid dividends on Brekford Common Stock in the past and does not expect to pay dividends on Brekford Common Stock for the foreseeable future. Any return on investment may be limited to the value of Brekford Common Stock.

No cash dividends have been paid on Brekford Common Stock. Brekford expects that any income received from operations will be devoted to its future operations and growth. Brekford does not expect to pay cash dividends on Brekford Common Stock in the near future. Payment of dividends would depend upon Brekford’s profitability at the time, cash available for those dividends, and other factors as Brekford’s board of directors may consider relevant. If Brekford does not pay dividends, Brekford Common Stock may be less valuable because a return on an investor’s investment will only occur if Brekford’s stock price appreciates.

If securities or industry analysts do not publish research or reports about Brekford’s business, or if they change their recommendations regarding Brekford’s stock adversely, Brekford’s stock price and trading volume could decline.

The trading market for Brekford Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or Brekford’s business. Brekford does not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of Brekford, the trading price of Brekford Common Stock may decrease. Even if Brekford does obtain analyst coverage, if one or more of the analysts who cover us downgrade Brekford’s stock, Brekford’s stock price would likely decline. If one or more of these analysts cease coverage of Brekford or fails to regularly publish reports on Brekford, it could lose visibility in the financial markets, which in turn could cause Brekford Common Stock’s price or trading volume to decline.

Systems and/or service failures could interrupt Brekford’s operations, leading to reduced revenue and profit.

Any interruption in Brekford’s operations or any systems failures, including, but not limited to: (1) the inability of Brekford’s staff to perform their work in a timely fashion, whether caused by limited access to, and/or closure of, Brekford’s and/or Brekford’s clients’ offices or otherwise, (2) the failure of network, software and/or hardware systems, and (3) other interruptions and failures, whether caused by Brekford, a third-party service provider, unauthorized intruders and/or hackers, computer viruses, natural disasters, power shortages, terrorist attacks or otherwise, could cause loss of data and interruptions or delays in Brekford’s business or that of its clients, or both. In addition, the failure or disruption of mail, communications and/or utilities could cause an interruption or suspension of Brekford’s operations or otherwise harm its business. Brekford’s property and business interruption insurance may be inadequate to compensate it for all losses that may occur as a result of any system or operational failure or disruption and, as a result, revenue, profits and operating results could be adversely affected.

Improper disclosure of confidential and personal data could result in liability and harm Brekford’s reputation.

Brekford stores and processes increasingly large amounts of confidential information concerning Brekford’s customers and vendors, as well as confidential information on behalf of Brekford’s customers; therefore, Brekford must ensure that it is at all times compliant with the various privacy laws, rules, and regulations in all of the countries within which it is operating. These laws, rules, and regulations can vary significantly from country to country, with many being more onerous than those in the U.S. The risk of failing to comply with these laws, rules, and regulations increases as it continues to expand globally. Moreover, it must ensure that all of its vendors who have access to such information also have the appropriate privacy policies, procedures and protections in place.

Although Brekford takes appropriate measures to protect such information, the continued occurrence of high-profile data breaches of other companies provides evidence of an external environment increasingly hostile to information security. Cybersecurity attacks in particular are evolving, and Brekford faces the constant risk of cybersecurity threats, including computer viruses, attacks by computer

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hackers and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. In particular, as a government contractor, Brekford faces a heightened risk of a security breach or disruption with respect to personally identifiable, sensitive but unclassified, or otherwise protected data resulting from an attack by computer hackers, foreign governments and cyber terrorists. Improper disclosure of this information could harm Brekford’s reputation, lead to legal exposure to customers, or subject us to liability under laws, rules and regulations that protect personal or other confidential data, resulting in increased costs or loss of revenue.

This environment demands that Brekford continuously improves its design and coordination of security controls throughout Brekford. Despite these efforts, it is possible that Brekford’s security controls over data, training, and other practices it follows may not prevent the improper disclosure of personally identifiable or other confidential information.

Risks Related to KeyStone

Risks Related to KeyStone’s Business and Industry

KeyStone is a holding company, has no direct operations. KeyStone subsidiaries generate the majority of the organization’s revenue and profit.

KeyStone was formed in March 2016 as a holding company. It has no current business operations of its own. Its significant assets reside within its subsidiaries, AOC Key Solutions and Firestorm. If AOC Key Solutions or Firestorm need to retain their funds to meet their financial obligations, or if they experience other restrictions on their ability to fund KeyStone, that may limit KeyStone’s access to funds and restrict KeyStone’s ability to meet its dividend, redemption and liquidation obligations in respect of KeyStone Preferred Stock and to pursue its acquisition strategy or other strategic objectives.

KeyStone faces aggressive competition that can impact its ability to obtain contracts and therefore affect its future revenues and growth prospects.

The business of KeyStone is highly competitive, and KeyStone competes with larger companies that have greater name recognition and financial resources, as well as many independent sole-proprietors who sell themselves as business development experts.

The markets in which KeyStone operates are characterized by rapidly changing technology, and the needs of KeyStone’s clients change and evolve regularly. Accordingly, KeyStone’s success depends on its ability to develop services and solutions that address these changing needs of their government contractor clients, and to provide people and technology needed to deliver these services and solutions. To remain competitive, KeyStone must consistently provide superior service, technology and performance on a cost-effective basis to its clients. KeyStone’s competitors may be able to provide KeyStone’s clients with different or greater capabilities or technologies or better contract terms than KeyStone can provide, including technical qualifications, past contract experience, geographic presence, price and the availability of qualified professional personnel. Additionally, KeyStone anticipates that larger or new competitors or alliances among competitors may emerge which may adversely affect KeyStone’s ability to compete for new contracts.

The U.S. government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time.

KeyStone’s industry has experienced, and KeyStone expects it will continue to experience, significant changes to business practices as a result of an increased focus on affordability, efficiencies and recovery of costs, among other items. U.S. government agencies may face restrictions or pressure regarding the type and amount of services that they may obtain from private contractors. Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential conflicts of interest, deterrence of fraud, and environmental responsibility or sustainability, as well as any resulting shifts in the buying practices of U.S. government agencies, such as increased usage of fixed-price contracts, multiple award contracts and small business set-aside contracts, could have adverse effects on government contractors and the business development services KeyStone provides. Any of these changes could impair KeyStone’s ability to obtain new support contracts or renew its existing contracts when those contracts are recompleted. Any new contracting requirements or procurement methods could be costly or administratively difficult for KeyStone to implement and could adversely affect its future revenues, profitability and prospects, or alternatively may reduce the need for government contractors to acquire KeyStone’s services.

Technology improvements and disruptions could diminish the need for KeyStone’s traditional services.

Based on recent technological developments, the market for consultants has diminished and may continue to diminish. Some companies are beginning to use the Internet to advertise for different services, including experts for sale, anonymous authors to

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complete certain proposal sections for an “introductory fee,” and even buying entire proposals on-line, sometimes from overseas vendors. The market trend seems to be that these competitors are offering similar types of services at extremely low prices. This trend towards utilization of unknown and unproven companies advertising traditional consulting services may diminish the demand for KeyStone’s services, which may adversely affect KeyStone’s revenues, results of operations and financial condition.

The spending cuts imposed by the Budget Control Act of 2011 (“BCA”) could impact KeyStone’s operating results and profit.

The U.S. government continues to focus on developing and implementing spending, tax, and other initiatives to stimulate the economy, create jobs, and reduce the deficit. One of these initiatives, the BCA, imposed constraints around U.S. government spending. In an attempt to balance decisions regarding defense, homeland security, and other federal spending priorities, the BCA imposed spending caps that contain approximately $487 billion in reductions to the Department of Defense base budgets over a seven year period (to 2021). Additionally, the BCA triggered an automatic sequestration process, effective March 1, 2013, that would have reduced planned defense spending by an additional $500 billion over a nine-year period that began in the U.S. government’s 2013 fiscal year.

On November 2, 2015, the President signed into law the Bipartisan Budget Act of 2015 (“BBA 2015”). BBA 2015 raises the limit on the U.S. government’s debt until March 2017 and raises the sequester caps imposed by the BCA by $80 billion, split equally between defense and non-defense spending over the next two years ($50 billion in the U.S. government’s 2016 fiscal year and $30 billion in the U.S. government’s 2017 fiscal year). On December 18, 2015, the President signed into law the Consolidated Appropriations Act of 2016, funding the government through September 30, 2016 and on February 9, 2016, the President submitted a budget proposal for the U.S. government’s 2017 fiscal year, consistent with BBA 2015 funding levels. BBA 2015 includes discretionary funding for Department of Defense of approximately $580 billion in the U.S. government’s 2016 fiscal year and $583 billion in the U.S. government’s 2017 fiscal year. This funding includes a base budget for the Department of Defense of approximately $521 billion in the U.S. government’s 2016 fiscal year and $524 billion in the U.S. government’s 2017 fiscal year. BBA 2015 also provides approximately $59 billion for Department of Defense Overseas Contingency Operations (OCO) spending in each of the U.S. government’s 2016 and 2017 fiscal years.

The Bipartisan Budget Act of 2013 (“BBA 2013”) passed by Congress in December 2013 alleviated some budget cuts that would have otherwise been instituted through sequestration in the U.S. government’s 2014 and 2015 fiscal years. While BBA 2013 and BBA 2015 (collectively, the “Bipartisan Budget Acts”), taken together, increased discretionary spending limits through the U.S. government’s 2017 fiscal year, the Bipartisan Budget Acts retained sequestration cuts for the U.S. government’s 2018 through 2021 fiscal years, including the across-the-board spending reduction methodology provided for in the BCA. As a result, there remains uncertainty regarding how, or if, sequestration cuts will be applied in the U.S. government’s 2018 fiscal year and beyond. Department of Defense and other agencies may have significantly less flexibility in how to apply budget cuts in future years. While the defense budget sustained the largest single reductions under the BCA, other civil agencies and programs have also been impacted by significant spending reductions. In light of the BCA and deficit reduction pressures, and the upcoming change in administrations, it is likely that discretionary spending by the U.S. government will remain constrained for a number of years. Additionally, if an annual appropriations bill is not enacted for the U.S. government’s 2018 fiscal year or beyond, the U.S. government may operate under a continuing resolution, abating RFP processes, restricting new contract or program starts and government slowdowns, or even shutdowns, could arise. The new administration has signaled an intent to increase U.S. government defense, homeland security and infrastructure spending and to decrease spending in other areas such as housing, foreign assistance and environmental programs, however, there is no guarantee these changes will take place. KeyStone anticipates there will continue to be significant debate within the U.S. government over spending throughout the budget appropriations process for the U.S. government’s 2018 fiscal year and beyond. The outcome of these debates and the volume of RFPs issued by the U.S. government could have long-term impacts for KeyStone’s industry and for KeyStone, including that KeyStone may not have sufficient resources to handle any increase in demand for services.

Since KeyStone generates most of its revenues from clients that bid on contracts with U.S. government agencies, KeyStone’s operating results could be adversely affected by spending caps or changes in the budgetary priorities of the U.S. government, as well as by delays in RFP processes, program starts or the award of contracts or task orders under contracts.

Consolidation of KeyStone’s client base could lead to less demand for KeyStone’s services.

Last year witnessed a variety of transactions impacting KeyStone’s client base: CACI acquired L-3’s National Security Solutions business unit for $550 million; Harris Corporation acquired Exelis, Inc. for $4.7 billion; Science Applications International Corporation (“SAIC”) acquired Scitor Corporation from Leonard Green Partners for $790 million; The Carlyle Group acquired Novetta Solutions from Arlington Capital; and Computer Sciences Corporation (“CSC”) split its public sector business from its commercial and international business (the public sector business then merged with SRA International to form CSRA, Inc. the largest professional services firm to the U.S. government). This consolidation of KeyStone’s client base could lead to less demand for KeyStone’s services.

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Due to the competitive process to obtain contracts and an increase in bid protests, KeyStone may be unable to achieve or sustain revenue growth and profitability.

KeyStone expects that a majority of the business that it seeks in the foreseeable future will be under service agreements awarded to its clients through a competitive bidding process, including Indefinite Delivery/Indefinite Quantity (“ID/IQ”) contracts. The U.S. government has increasingly relied on contracts that are subject to a competitive bidding process, which has resulted in greater competition and increased pricing pressure. As a result, there is a tendency for it to place undue emphasis on low price over technical merit when selecting contractors. This in turn can result in the U.S. government contracts market attracting extremely low-priced competitors who see certain consulting products and services as mere “commodities” and price accordingly. Government contractors may decide that they can prepare their bid responses with internal resources and not engage outside organizations to assist this process.

The competitive bidding process involves substantial costs and a number of risks, including significant cost and managerial time to prepare bids and proposals for contracts that may not be awarded to KeyStone’s clients, and therefore puts KeyStone’s reputation at risk and may affect KeyStone’s future contracts with these clients, or that may be awarded but for which KeyStone’s customers do not receive meaningful task orders which might make them less likely to bid for additional task orders. For support contracts awarded to KeyStone, KeyStone also face the risk of inaccurately estimating the resources and costs that will be required to fulfill these engagements, which also could impact KeyStone’s reputation and the likelihood of getting additional engagements for capture and proposal support.

KeyStone’s business is directly tied to the success of its government contracting clients, which are increasingly reliant on ID/IQ contracts. ID/IQ contracts are not firm orders for services, and KeyStone may generate limited or no revenue from these contracts which could adversely affect its operating performance.

ID/IQ contracts are typically awarded to multiple contractors, and the award of an ID/IQ contract does not represent a firm order for services. Generally, under an ID/IQ contract, the government is not obligated to order a minimum of services or supplies from its contractor, irrespective of the total estimated contract value. In effect, an ID/IQ award acts as a “hunting license,” permitting a contractor to bid on task orders issued under the ID/IQ contract, but not guaranteeing the award of individual task orders. Following an award under a multi-award ID/IQ program, the customer develops requirements for task orders that are competitively bid against all of the contract awardees. However, many contracts also permit the U.S. government to direct work to a specific contractor. KeyStone’s clients may not win new task orders under these contracts for various reasons, including price, past performance and responsiveness, among others. KeyStone supports its government contractor clients both when they compete to get the umbrella ID/IQ contract and subsequently when KeyStone helps the winners of those contracts compete for individual tasks. The proposals for both of these stages can be relatively brief and require quick turn-arounds, thus potentially reducing some opportunities to be awarded significant turn-key engagements. While it is possible that the increased importance of winning the umbrella ID/IQ contract will prompt clients to hire outside firms to prepare their proposals, it is also likely that government contractors will decide to prepare ID/IQ proposals without the assistance from outside experts.

Increased reliance on task order responses as the preferred method of proposal submission may significantly and adversely affect KeyStone’s future revenues, cash flow and financial results.

The U.S. government sometimes makes use of abbreviated (miniature) submissions to a solicitation by requiring a task order response rather than a full proposal, especially for ID/IQ contracts. Task Order Responses (TORs) as a rule tend to be relatively brief and have a short response period (often 10 days). These reduced page counts and shorter response times reduce the need for KeyStone’s traditional services, and if TORs become more of a standard for the U.S. government, this could adversely impact KeyStone’s operations, cash flow and financial results.

Novume will become subject to the Sarbanes-Oxley Act and will be required to maintain effective internal controls over financial reporting but if Novume does not do not comply with the requirements of the Sarbanes-Oxley Act its business and stock price could be adversely affected.

Section 404 of the Sarbanes-Oxley Act of 2002 currently requires public registrants to evaluate the effectiveness of its internal controls over financial reporting at the end of each fiscal year and to include a management report assessing the effectiveness of its internal control over financial reporting in all annual reports. In connection with the audit of its consolidated financial statements for the years ended December 31, 2016 and 2015, KeyStone’s management concluded that it had material weaknesses in its internal control because KeyStone does not currently have adequately designed internal controls to ensure the timely preparation and review of the accounting for certain complex, non-routine transactions by those with appropriate technical expertise, which was necessary to provide reasonable assurance that the Company’s consolidated financial statements and related disclosures would be prepared in

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accordance with GAAP. In addition, KeyStone did not have adequately designed and documented financial close and management review controls to properly detect and prevent certain accounting errors and omitted disclosures in the footnotes to the consolidated financial statements. Novume’s management is developing a plan to remediate the material weaknesses but there is no assurance that such plans, when enacted, will be successful.

As defined in the Standards of the Public Company Accounting Oversight Board, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Novume is expected to qualify as a smaller reporting company and therefore be exempt from the auditor attestation requirement over its internal control over financial reporting; however, to the extent Novume does not qualify as a non-accelerated filer or smaller reporting company in subsequent fiscal years, it will be subject to the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act. In such an event, it may not be able to complete the work required for such attestation on a timely basis and, even if it timely completes such requirements, Novume’s independent registered public accounting firm may still conclude that its internal controls over financial reporting are not effective.

Novume’s management does not expect that Novume’s internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Over time, Novume’s controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

KeyStone’s business could be negatively impacted by cyber and other security threats or disruptions.

KeyStone faces various cyber and other security threats, including attempts to gain unauthorized access to sensitive information and networks; insider threats; threats to the safety of KeyStone’s directors, officers and employees; threats to the security of KeyStone’s facilities and infrastructure; and threats from terrorist acts or other acts of aggression. KeyStone’s clients and partners (including subcontractors and joint ventures) face similar threats. Although KeyStone utilizes various procedures and controls to monitor and mitigate the risk of these threats, there can be no assurance that these procedures and controls will be sufficient. These threats could lead to losses of sensitive information or capabilities, harm to personnel, infrastructure or products, and/or damage to KeyStone’s reputation as well as its partners’ ability to perform.

Cyber threats are evolving and include, but are not limited to, malicious software, destructive malware, attempts to gain unauthorized access to data, disruption or denial of service attacks, and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential, personal or otherwise protected information (KeyStone’s or that of its employees, customers or partners), and corruption of data, networks or systems. In addition, KeyStone could be impacted by cyber threats or other disruptions or vulnerabilities found in products it uses or in its partners’ or customers’ systems that are used in connection with KeyStone’s business. These threats, if not prevented or effectively mitigated, could damage KeyStone’s reputation, require remedial actions and lead to loss of business, regulatory actions, potential liability and financial losses.

KeyStone provides services to various customers (commercial and occasionally government) who also face cyber threats. KeyStone’s services may themselves be subject to cyber threats and/or they may not be able to detect or deter threats, or effectively to mitigate resulting losses. These losses could adversely affect KeyStone’s customers and KeyStone.

The impact of these factors is difficult to predict, but one or more of them could result in the loss of information or capabilities, harm to individuals or property, damage to KeyStone’s reputation, loss of business, regulatory actions and potential liability, any one of which could have a material adverse effect on KeyStone’s financial position, results of operations and/or cash flows.

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Although KeyStone has identified general criteria and guidelines that KeyStone believes are important in evaluating prospective target businesses for merger or acquisition, KeyStone may enter into a potential business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into a potential business combination may not have attributes entirely consistent with KeyStone’s general criteria and guidelines.

Although KeyStone has identified general criteria and guidelines for evaluating prospective target businesses for merger or acquisition, it is possible that a target business with which KeyStone enters into a potential business combination will not have all of these positive attributes. If KeyStone completes a potential business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of KeyStone’s general criteria and guidelines.

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

KeyStone anticipates that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If KeyStone decides not to complete a potential business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if KeyStone reaches an agreement relating to a specific target business, KeyStone may fail to complete a potential business combination for any number of reasons including those beyond KeyStone’s control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

KeyStone may seek investment opportunities in industries outside of its management’s area of expertise.

KeyStone intends to focus on target businesses in industries that complement its management team’s backgrounds including consulting for the procurement of government contracts. However, KeyStone may also pursue acquisition opportunities in other markets. Although KeyStone’s management will endeavor to evaluate the risks inherent in any particular business combination candidate, KeyStone cannot provide assurance that it will adequately ascertain or assess all of the significant risk factors.

KeyStone’s strategy of growth through acquisitions could harm KeyStone’s business.

It is KeyStone’s intent to continue to grow through strategic acquisitions. Successful integration of newly acquired target companies may place a significant burden on KeyStone’s management and internal resources. The diversion of management’s attention and any difficulties encountered in the transition and integration processes could harm KeyStone’s business, financial condition and operating results. In addition, KeyStone may be unable to execute its acquisition strategy, resulting in under-utilized resources and a failure to achieve anticipated growth. KeyStone’s operating results and financial condition will be adversely affected if it is unable to achieve, or achieve on a timely basis, cost savings or revenue opportunities from any future acquisitions, or incur unforeseen costs and expenses or experience unexpected operating difficulties from the integration of acquired businesses.

KeyStone’s ability to successfully effect a potential business combination and to be successful thereafter will be totally dependent upon the efforts of KeyStone’s key personnel, some of whom may join KeyStone following a potential business combination. The loss of key personnel could negatively impact the operations and profitability of KeyStone’s post-combination business.

KeyStone’s ability to successfully effect business combinations is dependent upon the efforts of its key personnel. The role of its key personnel in the target business, however, cannot presently be ascertained. Although some of KeyStone’s key personnel may remain with the target business in senior management or advisory positions following business combination, it is likely that some or all of the management of the target business will remain in place. While KeyStone intends to closely scrutinize any individuals we engage after business combination, KeyStone cannot provide assurance that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause KeyStone to have to expend time and resources helping them become familiar with such requirements and take time away from oversight of its operations.

KeyStone may have a limited ability to assess the management of a prospective target business and, as a result, may effect a potential business combination with a target business whose management may not have the skills, qualifications or abilities to manage a growing company.

When evaluating the desirability of effecting a potential business combination with a prospective target business, KeyStone’s ability to assess the target business’s management may be limited due to a lack of time, resources or information. KeyStone’s assessment of the

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capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities KeyStone suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a growing company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. The officers and directors of an acquisition candidate may resign upon completion of a potential business combination. The departure of a potential business combination target’s key personnel could negatively impact the operations and profitability of KeyStone’s post-combination business. The role of an acquisition candidate’s key personnel upon the completion of a potential business combination cannot be ascertained at this time.

KeyStone may issue additional notes or other debt securities, or otherwise incur substantial additional debt, to complete a business combination, which may adversely affect KeyStone’s leverage and financial condition and thus negatively impact the value of KeyStone’s stockholders’ investment in KeyStone.

The anticipated cash needs of KeyStone’s business could change significantly as KeyStone pursues and complete business acquisitions, if KeyStone’s business plans change, if economic conditions change from those currently prevailing or from those now anticipated, or if other unexpected circumstances arise that may have a material effect on the cash flow or profitability of KeyStone’s business. If KeyStone requires additional capital resources to grow its business, either internally or through acquisition, it may seek to secure debt financing. KeyStone may not be able to obtain financing arrangements in amounts or on terms acceptable to it in the future.

In connection with the acquisition of Firestorm, on January 25, 2017, KeyStone issued four five-year promissory notes, as follows: Lancer Financial Group, Inc., in the amount of $500,000, Suzanne Loughlin, in the amount of $166,666, Harry Rhulen, in the amount of $166,666, and James W. Satterfield, in the amount of $166,666. Although KeyStone has no commitments as of the date of this information statement/prospectus to issue any additional notes or other debt securities, or to otherwise incur additional outstanding debt, it may choose to incur substantial debt to complete one or more other business combinations. The incurrence of debt could have a variety of negative effects, including:

KeyStone may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder its ability to complete a business combination and give rise to increased costs and risks that could negatively impact KeyStone’s operations and profitability.

If KeyStone attempts to simultaneously acquire several businesses that are owned by different sellers, KeyStone may need for each of such sellers to agree that its purchase of its business is contingent on the simultaneous closings of the other business combinations. With multiple business combinations, KeyStone could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If KeyStone is unable to adequately address these risks, it could negatively impact KeyStone’s profitability and results of operations.

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This information statement/prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this information statement/prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products and services, timing and likelihood of success, plans and objectives of management for future operations, and future results of current and anticipated products and services, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. These forward-looking statements are based largely on current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this information statement/prospectus and are subject to a number of risks, uncertainties and assumptions described under the sections in this information statement/prospectus entitled “Risk Factors” and elsewhere in this information statement/prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

This information statement/prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

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The forward-looking statements are based upon beliefs and assumptions of the management of Novume, Brekford and KeyStone and are made as of the date of this information statement/prospectus. Novume, Brekford and KeyStone undertake no obligation to publicly update or revise any forward-looking statements included in this information statement/prospectus or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. Any investor should consider all risks and uncertainties disclosed in the companies’ filings with the SEC, described below under the heading “Where You Can Find More Information,” all of which is accessible on the SEC’s website at www.sec.gov.

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THE TRANSACTION

General

The Merger Agreement provides for a business combination between Brekford and KeyStone in which, subject to the satisfaction of the conditions set forth therein, Brekford Merger Sub will be merged with and into Brekford and KeyStone will be merged with and into KeyStone Merger Sub, with Brekford and KeyStone Merger Sub continuing as the surviving companies of the Mergers.

Upon the effectiveness of the Mergers, each outstanding share of KeyStone Common Stock will be converted into the right to receive 1.9399 shares of Novume Common Stock, each outstanding share of KeyStone Preferred Stock will be converted into the right to receive 1 share of Novume Preferred Stock and each outstanding share of Brekford Common Stock will be converted into the right to receive 1/15^th of one share of Novume Common Stock. As a result of the Mergers, the former stockholders of Brekford will own such portion of the capital stock of Novume as is equal to approximately 20% of the issued and outstanding shares of Novume Common Stock, on a fully-diluted basis, and the stockholders of KeyStone immediately preceding the Effective Time will own such portion of Novume capital stock as is equal to approximately 80% of the issued and outstanding Novume Common Stock, on a fully-diluted basis.

Background of the Transaction

Brekford and KeyStone each regularly evaluate strategic opportunities, including possible alliances, joint ventures, acquisitions and other business combinations with various industry participants. Under appropriate circumstances, representatives of Brekford or KeyStone may establish direct or indirect contact with potential candidates. Set forth below is a summary of the background of these negotiations.

During the early fall of 2016 KeyStone management was in discussions with several investment banks and brokers about its business plan and the then-proposed Reg A offering. After an introduction by one of these firms, KeyStone contacted Brekford’s senior management and a call was held on October 7, 2016 between, Robert Berman, KeyStone’s CEO, and Rod Hillman, then Brekford’s President & Chief Operating Officer. On that call, the parties exchanged general information about both companies’ businesses and strategic directions and agreed that further conversation was warranted. The parties agreed to brief their respective boards of directors, review each other’s public filings, put in place a mutual non-disclosure agreement and pursue setting up an in-person meeting. After informally briefing board members James McCarthy and Richard Nathan, who are also KeyStone’s principal stockholders, Mr. Berman scheduled a meeting at Brekford’s corporate headquarters in Hanover, Maryland on October 14, 2016. That meeting was attended by Mr. Berman on behalf of KeyStone and three members of the Brekford Board, including two of Brekford’s largest stockholders, Scott Rutherford and CB Brechin, and its Chairman, Robert West.

At the October 14^th meeting, there were extensive discussions about both companies’ business plans, models and opportunities, including KeyStone’s new “Enterprise Initiative”. Both sides felt there were potential synergies because Brekford’s Vehicle Services and photo-enforcement businesses could both draw on resources that KeyStone might be able to provide. A particular concern for Brekford was the ability to service its debt while funding the operating needs of its Vehicle Services business and exploiting the full potential of its photo-enforcement business. Brekford was considering a possible debt restructuring or equity offering for this purpose. As an alternative, Mr. Berman suggested that Brekford consider taking on a partner for its Vehicle Services business by selling the controlling interest to an operator that would have the necessary financial and operational wherewithal to grow the Vehicle Services business to its full potential. He felt that KeyStone would be able to help facilitate such a transaction. The parties agreed that they would proceed with further discussions.

Subsequent to the October 14, 2016 meeting, KeyStone identified LB&B, a long-term client of KeyStone, as a potential partner for the Vehicle Services business. After confidential discussions with LB&B it became clear that it had an interest in the Vehicle Services business and a transaction was arranged for the sale of approximately 80% of that business, which closed on February 28, 2017. KeyStone did not receive any compensation for introducing LB&B to Brekford.

Once LB&B’s interest in Brekford’s Vehicle Services business was confirmed, KeyStone management evaluated the benefits of a business combination with Brekford. In particular, it considered that Brekford should, at closing, be debt free, have residual capital to exploit its photo-enforcement business and could further benefit from KeyStone’s resources in government contracting, including the Firestorm network of offices and contacts with governmental units throughout the United States. After further informal discussion among KeyStone’s board members and principal shareholders, the idea of a consolidation was considered. It was anticipated that the combined entity of Brekford and KeyStone would benefit from the growth of Brekford’s Vehicle Services business, with a new operating partner for the that division, while concentrating on exploiting the opportunities for the photo-enforcement business that would be available if the resources of both KeyStone and Brekford were combined. On November 28, 2016, based on an assessment of the then current and expected future benefits that could be generated by both businesses and the risks associated with them, as well

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as their current and expected future liquidity and financial resources, KeyStone management made a proposal to Brekford management to consider the concept of a transaction whereby KeyStone’s stockholders would receive approximately 80% and Brekford’s stockholders would receive approximately 20% of the fully-diluted outstanding equity interests in the consolidated entity.

Thereafter, there were a series of meetings between various members of both companies’ management teams, director and significant stockholders to discuss the proposed transaction, its proposed terms and conditions, and the potential sale of a controlling interest in Brekford’s Vehicle Services business and its impact on the combined entity.

Ultimately, this led to the companies entering into a letter of intent on December 6, 2016. The companies then continued discussions concerning the definitive terms of the proposed combination, engaged in the process of diligence, worked to advance the sale of the Vehicle Services business and began helping Brekford to identify opportunities for its photo enforcement business.

After signing the letter of intent the parties started to actively negotiate a definitive merger agreement.

The KeyStone Board received reports from management and staff concerning the transaction as it developed, as well as drafts of the principal agreements as they were prepared. Their assessment of the fairness of the transaction to KeyStone stockholders was based on an assessment of the mutual opportunities that the combination would provide for both companies. It also included an evaluation of the then current and expected future profits that could be generated by both businesses and the risks associated with them, together with their current and expected future liquidity and financial resources. In particular, the KeyStone Board considered that after the sale of approximately 80% of Brekford’s Vehicle Services business, Brekford would be debt free, have residual capital to exploit its photo-enforcement business, could further benefit from KeyStone’s resources in government contracting, contacts with governmental units, as well as the Firestorm network of offices throughout the United States. For these and other reasons, the boards of the respective companies determined that a business combination between KeyStone and Brekford was likely to mutually benefit both companies. The boards determined that the optimal form of business combination was to form a holding company that would be owned, on a fully-diluted basis, 80% by KeyStone stockholders and 20% by Brekford stockholders.

As a result of the foregoing, the parties negotiated a letter of intent with respect to a combination substantially on the terms in the merger agreement, which was signed on December 6, 2016. After signing the letter of intent the parties started to actively negotiate a definitive merger agreement, culminating in the execution of such agreement on February 10, 2017.

On May 9, 2017, KeyStone and Brekford agreed to extend the Termination Date of the Merger Agreement from its original date of June 1, 2017 until July 31, 2017, in order to provide KeyStone more time to finalize the audited financial statements required to be included herein. On June 7, 2017, KeyStone and Brekford further agreed to amend and restate the Merger Agreement. The amendment and restatement largely arose because of a determination that the calculations would be simpler if i) KeyStone Preferred Stock was exchanged for Novume Preferred Stock at a 1:1 exchange ratio rather than at the same ratio as KeyStone Common Stock was exchanged for Novume Common Stock, and ii) fractional shares were cashed out rather than rounded up, as previously contemplated. The changes to the Merger Agreement provided for by the amendment and restatement were designed to leave the business proposition of the Mergers, and the value of the merger consideration, unaffected.

Approval of the Mergers by the Brekford Board of Directors

On February 9, 2017, the Brekford Board determined that the terms of the Merger Agreement are fair to, and in the best interests of, Brekford and the holders of Brekford Common Stock.

The price at which LB&B agreed to purchase approximately 80% of the Brekford Vehicle Services business can be seen as indicative of the fair market value of the remaining 20% of such business. While the photo-enforcement services is a newer line of business, Brekford has demonstrated success in being able to develop innovative products and secure contracts in this business and now has significant cash resources to exploit that business, which Brekford believes continues to have considerable potential in North America and throughout the world. Brekford therefore represents a promising new growth opportunity for KeyStone shareholders. It should be noted that 100% of the holders of KeyStone Common Stock have executed written consents to the Mergers and that the proposed merger transaction was disclosed to all holders of KeyStone Series A Preferred Stock prior to their acquisition of the preferred shares. For the Brekford shareholders, the combination with KeyStone allows them to acquire a stake in a seasoned business with a long track record of success, while divesting itself of a seasoned business that was facing significant operational challenges.

In reaching its determination to approve the Merger Agreement and the transactions contemplated thereby, the Brekford Board consulted with Brekford management and its legal advisors and considered the proposed Merger Agreement and related agreements. In reaching its conclusions, the Brekford Board considered the strategic advantages of the Mergers described below, as well as, among other things, the following: (i) the terms of the Merger Agreement; (ii) its knowledge of the business, operations, properties, assets,

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financial condition, operating results and prospects of Brekford and KeyStone; (iii) current industry, economic and market conditions; (iv) presentations by Brekford management and its financial and legal advisors regarding KeyStone; (v) the compatibility of the respective business philosophies of Brekford and KeyStone; and (vi) continuing the existing business plan of Brekford as an independent corporation.

The Brekford Board also recommended that, to the extent required by law, the stockholders of Brekford authorize, adopt and approve the Merger Agreement and the consummation of the Mergers thereunder.

Approval of the Mergers by the Brekford Stockholders

On February 9, 2017, Brekford obtained stockholder approval of the Mergers and the Merger Agreement under the DGCL and its Amended and Restated Certificate of Incorporation and Bylaws, each as amended and as currently in effect. Brekford may first take corporate action in accordance with the stockholder approval twenty (20) business days after this information statement/prospectus is first mailed to Brekford’s stockholders. No vote or consent of any other stockholder of Brekford is necessary to approve and adopt the Merger Agreement or the consummation of the Mergers thereunder. Accordingly, Brekford is not soliciting any stockholder votes or consents by this joint information statement/prospectus. BREKFORD IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND BREKFORD A PROXY.

Section 251 of the DGCL permits a Delaware corporation to merge with or into another Delaware corporation if the merger is approved by the holders of a majority of the voting power of the outstanding capital stock of the corporation entitled to vote thereon. Pursuant to Brekford’s Amended and Restated Certificate of Incorporation, the holders of Brekford Common Stock are entitled to one vote per share on all matters voted upon by Brekford’s stockholders.

On February 9, 2017, the Key Stockholders of Brekford voted the following issued and outstanding Brekford Common Stock in favor of the Mergers:

Together, the Key Stockholders of Brekford voted an aggregate of 52.2% of the then issued and outstanding shares of Brekford Common Stock, achieving in excess of the required majority stockholder approval of the Brekford stockholders required to authorize the Mergers. Additionally, on February 10, 2017, the Key Stockholders of Brekford entered into individual Key Stockholder Agreements, pursuant to which they will have additional obligations to vote against any action that is intended to, or that could reasonably be expected to, impede, delay or materially adversely affect the transactions contemplated by the Merger Agreement.

A copy of the foregoing written consents are attached as Annex C to this information statement/prospectus. As a result, in accordance with the DGCL and Brekford’s Amended and Restated Certificate of Incorporation, the adoption of the Merger Agreement and the consummation of the Mergers thereunder were approved and adopted by the holders of a majority of the voting power of the outstanding shares of Brekford Common Stock entitled to vote on this matter.

This information statement/prospectus serves as notice to Brekford’s stockholders pursuant to Section 228 of the DGCL of the approval of the adoption of the Merger Agreement by less than unanimous consent of Brekford’s stockholders.

Reasons for the Mergers

Brekford and KeyStone’s management believe that the combination of Brekford and KeyStone presents the opportunity to realize significant value for both companies. KeyStone subsidiary AOC Key Solutions has the ability to assist Brekford in identifying new opportunities to meet the needs of government entities looking for the types of products and services that Brekford offers. KeyStone subsidiary Firestorm, through its principal offices in locations throughout the United States, can approach local municipalities to educate them about Brekford’s products and services thereby expanding the implementation of these programs, products and services. As Firestorm is a risk management and preparedness consultancy that regularly works with public and private organizations to identify vulnerabilities and threats that could harm people, brands and reputations, it has expertise in designing programs to identify threats, develop strategies and plans to mitigate those threats, and educate all stakeholders on their roles and responsibilities in responding to such threats, should they materialize. It is well known that speeding, running red lights, and distracted driving cause serious injuries

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and fatalities throughout our nation. Brekford has proven solutions that change driver behavior, thereby reducing the number of traffic infractions in municipalities that have implemented these solutions. Therefore, Firestorm and Brekford expect to be able to profitably collaborate to expand the development of comprehensive life-saving programs for municipalities.

Interests of Certain Persons in the Mergers

Certain of Brekford’s and KeyStone’s executive officers and directors have financial interests in the Mergers that are different from, or in addition to, their interests as Brekford stockholders generally. The Brekford Board was aware of and considered these interests, among other matters, in evaluating the Merger Agreement and in recommending that the Brekford stockholders adopt the Merger Agreement.

Employment Agreements

Pursuant to the terms of the Merger Agreement, it is expected that, at the Effective Time, Novume will assume the existing employment agreements of KeyStone with each of Robert Berman, Richard Nathan, Harry Rhulen, Riaz Latifullah and Suzanne Loughlin, and KeyStone’s offer letter with James McCarthy. (See “Novume Executive Compensation—Employment Agreements”). Additionally, as of April 18, 2017 Brekford entered into employment agreements with Rodney Hillman and Scott Rutherford, currently the President/Chief Operating Officer and Chief Strategic Officer of Brekford, respectively.

Hillman Employment Agreement

The Employment Agreement with Rod Hillman (the “Hillman Employment Agreement”) provides that Mr. Hillman will serve as Brekford’s President and Chief Operating Officer. The agreement has an initial term, effective as of the Effective Time, of two years. Mr. Hillman’s base salary is $225,000 per annum, and he is eligible for a bonus as determined by Novume’s to be established Compensation Committee. Mr. Hillman is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume.

Rutherford Employment Agreement

The Employment Agreement with Scott Rutherford (the “Rutherford Employment Agreement”) provides that Mr. Rutherford will serve as Brekford’s Chief Technology Officer. The agreement has an initial term, effective as of the Effective Time, of five years. Mr. Rutherford’s base salary is $230,000 per annum, and he is eligible for a bonus as determined by Novume’s to be established Compensation Committee. Mr. Rutherford is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume.

Key Stockholder Agreements

On February 9, 2017, each of C.B. Brechin, Scott Rutherford, and Robert West entered into Key Stockholder Agreements with Brekford, and each of Robert A. Berman, James McCarthy and Dr. Richard Nathan entered into Key Stockholder Agreements with KeyStone, pursuant to which they agreed to vote all of their voting securities in Brekford or KeyStone, as applicable, (a) in favor of the Merger Agreement and the Mergers and (b) against any action that is intended to, or that could reasonably be expected to, impede, delay or materially adversely affect the transactions contemplated by the Merger Agreement. The forgoing agreements are subject to the condition that the Key Stockholder Agreements will terminate upon the earlier of the Effective Time and the termination of the Merger Agreement. On the same date, each of the Key Stockholders of Brekford and KeyStone voted their shares of Brekford Common Stock or KeyStone Common Stock, as applicable, in favor of the Mergers. They Key Stockholders remain obligated by the Key Stockholder Agreements to vote any shares that they hold at the time of a stockholder vote, against any action that is intended to, or that could reasonably be expected to, impede, delay or materially adversely affect the transactions contemplated by the Merger Agreement. Each of the Key Shareholders has further agreed that, until the earlier of the termination of the Merger Agreement and the Effective Time, such Key Stockholders will not, directly or indirectly, sell or otherwise transfer any of its shares of Brekford Common Stock or KeyStone Common Stock, as applicable. As a result of the forgoing vote and the additional obligations of the Key Stockholders under the Key Stockholder Agreements (but subject to the condition described above), the requisite approvals of the Merger Agreement by the holders of Brekford Common Stock and KeyStone Common Stock have been obtained and will be maintained until the Effective Date. However, the Key Stockholder Agreements will not prevent such persons from exercising any duties and obligations that they may have as a member of the Brekford Board, the KeyStone Board or in their capacities as executive officers of either of Brekford or KeyStone

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Avon Road Option Agreement

On March 16, 2016, James McCarthy, Richard Nathan and Avon Road entered into the Avon Road Option Agreement. Pursuant to the Avon Road Option Agreement, Messrs. McCarthy and Nathan (each a “Grantor”) granted Avon Road the right to purchase up to 50% of the shares of KeyStone Common Stock held by such Grantor as of the date of the Avon Road Option Agreement (the “Avon Road Option”). The parties to the Avon Road Option Agreement have entered into the Amended and Restated Avon Road Option Agreement, so that, at the Effective Time, the Avon Road Option will evidence the right of Avon Road to acquire the number shares of Novume Common Stock into which the shares of KeyStone Common Stock are converted in the KeyStone Merger. Mr. Berman’s possession of the Avon Road Option enhances his interest in the Mergers. Further, at the Effective Time, Novume’s directors, executive officers and principal stockholders, and their respective affiliates, will beneficially own the majority of the outstanding shares of Novume Common Stock; to the extent that Mr. Berman exercises his options under the Avon Road Option Agreement, ownership of Novume Common Stock will be further concentrated under his ownership. As a result, Mr. Berman may have the ability to control the outcome of matters submitted to Novume’s stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of Novume’s assets. By exercising his options and by acting alone or together with other affiliated stockholders, Mr. Berman may have the ability to control the management and affairs of Novume. Accordingly, this concentration of ownership might harm the market price of Novume Common Stock, Novume Warrants and/or Novume Preferred Stock by i) delaying, deferring or preventing a change in corporate control, ii) impeding a merger, consolidation, takeover or other business combination involving Novume, or iii) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of Novume.

Regulatory Matters

There are no regulatory consents or approvals required to complete the Merger.

Appraisal Rights

Brekford stockholders and KeyStone stockholders will be entitled to appraisal rights under the DGCL, and receive payment for the fair value of their shares of Brekford Common Stock if the Brekford Merger is completed and the dissenting stockholders follow the requirements of Section 262 of the DGCL, or the fair value of their shares of KeyStone Common Stock and/or KeyStone Preferred Stock if the KeyStone Merger is completed and the dissenting stockholders follow the requirements of Section 262 of the DGCL.

Brekford stockholders and KeyStone stockholders who desire to exercise their appraisal rights must submit a written demand for an appraisal within twenty (20) days of the mailing of this information statement/prospectus, and must continue to hold their Brekford shares or KeyStone shares, as applicable, through the Effective Time. Brekford stockholders and KeyStone stockholders must also comply with other procedures as required by Section 262 of the DGCL. Brekford stockholders and KeyStone stockholders who validly demand appraisal of their shares in accordance with the DGCL and do not withdraw their demand or otherwise forfeit their appraisal rights will not receive the merger consideration described herein. Instead, after the Effective Time, the Court of Chancery of the State of Delaware will determine the fair value of their shares exclusive of any value arising from the Brekford Merger or the KeyStone Merger, as applicable. This appraisal amount will be paid in cash and could be more than, the same as or less than the value a Brekford stockholder or a KeyStone stockholder, as applicable, would be entitled to receive under the Merger Agreement.

Accounting Treatment

Novume will account for the KeyStone Merger as a recapitalization. Because the majority of the voting rights of Novume will be derived from the existing shareholders of KeyStone, KeyStone will be considered the predecessor entity for accounting purposes. In determining KeyStone as the predecessor entity, the companies considered the relative voting rights in Novume, the composition of the board of directors and senior management of Novume as of the Effective Time of the Mergers and the relative share ownership of the Novume Common Stock as of the Effective Time by former KeyStone and Brekford stock holders. As a result, the historical financial statements of KeyStone will become the historical financial statements of Novume as of the Effective Time. Novume will account for the Brekford Merger as a purchase of Brekford by Novume, using the acquisition method of accounting as required under United States generally accepted accounting principles, or “GAAP.” The assets, including identifiable intangible assets, and liabilities of Brekford as of the Effective Time will be recorded at their respective fair values and added to those of KeyStone to form the consolidated financial statements of Novume. Any excess of purchase price over the net fair values of Brekford’s assets and liabilities will be recorded as goodwill under GAAP. Consolidated financial statements of Novume after the Effective Time of the Mergers will reflect those fair values and will not be restated retroactively to reflect the historical financial position or results of operations of Brekford. The results of operations of Brekford will be combined with the results of operations of KeyStone and will be included in the results of operations of Novume, beginning on the effective date of the Mergers. Following the Mergers, the earnings of Novume will reflect the effect of any additional indebtedness and adjustments under the acquisition method of accounting, including increased interest expense and depreciation and amortization of acquired assets.

Material U.S. Federal Income Tax Considerations of the Mergers

The following discussion is a general summary of the material federal income tax consequences of the Mergers and is based on the Internal Revenue Code of 1986, as amended (the “Code”), the final, proposed and temporary treasury regulations promulgated thereunder, administrative rulings and interpretations, and judicial decisions, in each case as in effect as of the date hereof. All of the foregoing are subject to change at any time, possibly with retroactive effect. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

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This discussion addresses only those Brekford or KeyStone stockholders that hold their Brekford Common Stock or KeyStone Common Stock and/or KeyStone Preferred Stock, as applicable, as a capital asset (generally, property held for investment) within the meaning of Section 1221 of the Code. This discussion does not include any description of the tax laws of any state, local or non-U.S. government that may be applicable to a particular holder, does not consider any aspects of U.S. federal tax law other than income taxation and does not address all the U.S. federal income tax consequences that may be relevant to particular Brekford or KeyStone stockholders, as applicable, in light of their individual circumstances or to Brekford or KeyStone stockholders, as applicable, that are subject to special rules, such as:

Determining the actual tax consequences of the Mergers to you may be complex. Such tax consequences will depend on your specific situation and on factors that are not within Brekford’s and KeyStone’s control. Brekford and KeyStone urge you to consult your own tax advisor concerning your particular U.S. federal, state, local and non-U.S. tax consequences of the Mergers.

Brekford has secured an opinion of Sichenzia Ross Ference Kesner LLP, counsel to Brekford in form and substance reasonably satisfactory to Brekford, substantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion: (A) no gain or loss should be recognized for federal income tax purposes by Novume, Brekford or Brekford Merger Sub as a result of the formation of Novume and Brekford Merger Sub or the Brekford Merger; and (B) no gain or loss should be recognized for federal income tax purposes by the stockholders of Brekford upon their exchange of Brekford Common Stock, or other Brekford securities, as applicable, solely for Novume Common Stock, or other Novume securities, as applicable, pursuant to the Brekford Merger. But gain or loss will be recognized by such stockholders on their receipt of cash, if any, in exchange for fractional shares. KeyStone has secured an opinion of Crowell & Moring LLP, counsel to KeyStone, in form and substance reasonably satisfactory to KeyStone, substantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion: (A) no gain or loss should be recognized for federal income tax purposes by Novume, KeyStone or KeyStone Merger Sub as a result of the formation of Novume and KeyStone Merger Sub or the KeyStone Merger; and (B) no gain or loss should be recognized for federal income tax purposes by the stockholders of KeyStone upon their exchange of KeyStone Common Stock or KeyStone Preferred Stock, or other KeyStone securities, as applicable, solely for Novume Common Stock or Novume Preferred Stock, or other Novume securities, as applicable, pursuant to the KeyStone Merger (but gain or loss will be recognized by such stockholders on their receipt of cash, if any, in exchange for fractional shares).

For purposes of this discussion, the term “U.S. Holder” is used to mean a beneficial owner of Brekford Common Stock, KeyStone Common Stock and/or KeyStone Preferred Stock that is, for U.S. federal income tax purposes:

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The mergers of Brekford Merger Sub with and into Brekford, and of KeyStone with and into KeyStone Merger Sub, are intended to qualify as reorganizations within the meaning of Section 368(a) of the Code, and the Mergers have been structured consistently with such intent. Based on and assuming (i) the representations of Brekford and KeyStone in the Merger Agreement and (ii) that the Mergers will be completed in accordance with the Merger Agreement, the Mergers should be treated for U.S. federal income tax purposes as reorganizations within the meaning of Section 368(a) of the Code. There can be no assurance that the Mergers will be completed. It is possible that the Mergers may not qualify as reorganizations, and the tax consequences of the Mergers could differ materially from those summarized below. For a further discussion, see the section entitled “Taxable Acquisition” below.

Sichenzia Ross Ference Kesner LLP, counsel to Brekford, and Crowell & Moring LLP, counsel to Keystone, have given the opinions referenced above at the “should” level of confidence. While no opinion is a guarantee, subject to the assumptions and conditions stated therein, a “should” level opinion represents a reasonably high level of confidence (and significantly higher than a “more likely than not” level) that the positions discussed in the opinion would be sustained.

Crowell & Moring LLP’s opinion is not at a higher level of confidence because the capital structures of Keystone and Novume are complex. In particular, while the view of Crowell & Moring LLP is that the Novume Preferred Stock and the Keystone Preferred Stock should be considered nonqualified preferred stock for U.S. income tax purposes, the matter is not free from doubt, since the determination of whether an instrument is “preferred stock” is inherently fact based and depends on the extent to which stock participates in the growth of a corporation. If the Keystone Preferred Stock were to be considered “common stock” and the Novume Preferred Stock were to be considered “nonqualified preferred stock,” in each case for federal income tax purposes, the holders of Keystone Preferred Stock would recognize gain or loss on the exchange of the Keystone Preferred Stock for Novume Preferred Stock.

Sichenzia Ross Ference Kesner LLP’s opinion is not at a higher level of confidence because the February 2017 sale by Brekford of its Vehicle Services business raises a factual issue as to whether the portion of the business that was retained was “significant” within the meaning of the Regulations. If the portion of the business that was retained was not “significant”, the merger would fail the continuity-of-business test and would not be a tax-free reorganization. While the view of Sichenzia Ross Ference Kesner LLP is that the portion of the business retained was significant, the absence of a precise definition of the term “significant” in Treasury Regulations, and the lack of case law that addresses the meaning of the term under the Treasury Regulations, means that the resolution of this issue is also not free from doubt.

The following summary sets forth material U.S. federal income tax considerations for Brekford stockholders and KeyStone stockholders, and the corporate parties to the Mergers if, as planned and expected, the Mergers are completed in accordance with the Merger Agreement:

Tax Implications to holders of Brekford Common Stock.

No gain or loss should be recognized for federal income tax purposes by holders of Brekford Common Stock, or warrants or options to purchase shares of Brekford Common Stock, who exchange their Brekford Common Stock for Novume Common Stock, or their warrants or options to purchase shares of Brekford Common Stock for warrants or options to purchase Novume Common Stock, pursuant to the Brekford Merger.

If no gain or loss is recognized by the stockholders of Brekford on their exchange of Brekford Common Stock for Novume Common Stock then (i) the aggregate tax basis of Novume Common Stock (including, for this purpose, any fractional share of Novume for which cash is received) received as a result of the Brekford Merger will be the same as the stockholder’s aggregate tax basis in the Brekford Common Stock surrendered in the exchange and (ii) the holding period of the Novume Common Stock held by former holders of Brekford Common Stock as a result of the exchange will include the period during which such stockholders held the Brekford Common Stock exchanged.

To the extent that a Brekford shareholder receives cash in lieu of a fractional share of Brekford Common Stock, the shareholder will be deemed to have received that fractional share in the merger and then to have received the cash in redemption of that fractional share. The shareholder generally will recognize gain or loss equal to the difference between the cash received and the portion of the shareholder’s tax basis in the shares of Brekford Common Stock surrendered allocable to that fractional share. This gain or loss generally will be long-term capital gain or loss if the holding period for those shares of Brekford Common Stock is more than one year as of the date of the Brekford merger.

A dissenting stockholder who perfects appraisal rights and receives cash will generally recognize gain or loss with respect to his or her shares of the Brekford Common Stock equal to the difference between the amount of cash received and his or her basis in such shares. Such gain or loss will generally be long-term capital gain or loss, provided the shares were held for more than one year before the disposition of the shares, or short-term capital gain or loss, if not. Interest, if any, awarded in an appraisal proceeding by a court would be included in such stockholder’s income as ordinary income.

If you are a non-corporate holder of Brekford Common Stock you may be subject to information reporting and backup withholding on any cash payments for perfecting appraisal rights. You will not be subject to backup withholding, however, if you:

Any amounts withheld under the backup withholding rules are a credit against your U.S. federal income tax liability, provided you furnish timely the required information to the IRS.

Tax Implications to holders of KeyStone Common Stock and/or KeyStone Preferred Stock.

No gain or loss should be recognized for federal income tax purposes by holders of KeyStone Common Stock and/or KeyStone Preferred Stock as a result of the KeyStone Merger.

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The aggregate tax basis of Novume Common Stock and/or Novume Preferred Stock, as applicable, (including, for this purpose, any fractional share of Novume for which cash is received) received as a result of the KeyStone Merger will be the same as the shareholder’s aggregate tax basis in the KeyStone Common Stock and/or KeyStone Preferred Stock surrendered in the exchange. The holding period of the Novume Common Stock and/or Novume Preferred Stock held by former holders of KeyStone Common Stock and/or KeyStone Preferred Stock as a result of the exchange will include the period during which such shareholder held the KeyStone Common Stock or KeyStone Preferred Stock, as applicable, exchanged.

To the extent that a KeyStone shareholder receives cash in lieu of a fractional share of KeyStone Common Stock, the shareholder will be deemed to have received that fractional share in the merger and then to have received the cash in redemption of that fractional share. The shareholder generally will recognize gain or loss equal to the difference between the cash received and the portion of the shareholder’s tax basis in the shares of KeyStone Common Stock surrendered allocable to that fractional share. This gain or loss generally will be long-term capital gain or loss if the holding period for those shares of KeyStone Common Stock is more than one year as of the date of the KeyStone merger.

A dissenting stockholder who perfects appraisal rights will generally recognize gain or loss with respect to his or her shares of the KeyStone Common Stock and/or KeyStone Preferred Stock equal to the difference between the amount of cash received and his or her basis in such shares. Such gain or loss will generally be long-term capital gain or loss, provided the shares were held for more than one year before the disposition of the shares, and short-term capital gain or loss, if not.

If you are a non-corporate holder of KeyStone Common Stock and/or KeyStone Preferred Stock you may be subject to information reporting and backup withholding on any cash payments for perfecting appraisal rights. You will not be subject to backup withholding, however, if you:

Tax Implications to Novume, Brekford, KeyStone, Brekford Merger Sub and KeyStone Sub.

No gain or loss should be recognized for federal income tax purposes by Novume, Brekford, KeyStone, Brekford Merger Sub or KeyStone Merger Sub as a result of the formation of Novume, Brekford Merger Sub, or KeyStone Merger Sub or the Mergers.

Tax Return Reporting Requirements

If you receive Novume Common Stock or Novume Preferred Stock as a result of the Brekford Merger or the KeyStone Merger, as applicable, you will be required to retain records pertaining to the Brekford Merger or the KeyStone Merger, as applicable, and you may be required to file with your U.S. federal income tax return for the year in which the merger takes place a statement setting forth certain facts relating to such merger as provided in Treasury Regulations Section 1.368-3(b).

Taxable Acquisition

The failure of either or both of the Mergers to qualify as a reorganization within the meaning of Section 368(a) of the Code would result in a Brekford or KeyStone stockholder, as applicable, recognizing gain or loss with respect to the shares of Brekford Common Stock, KeyStone Common Stock or KeyStone Preferred Stock, as applicable, surrendered by such stockholder equal to the difference between the stockholder’s basis in the shares and the fair market value, as of the effective time of the applicable Merger, of the Novume stock received in exchange for the Brekford Common Stock, the KeyStone Common Stock or the KeyStone Preferred Stock, as applicable. In such event, a stockholder’s aggregate basis in the Novume Common Stock or Novume Preferred Stock so received would equal its fair market value, and such stockholder’s holding period would begin the day after the Effective Time. The gain or loss would generally be long-term capital gain or loss, if, as of the Effective Time, the applicable stockholder held the Brekford Common Stock, KeyStone Common Stock or KeyStone Preferred Stock, as applicable, for more than one year, and short-term capital gain or loss, if not. A dissenting stockholder who receives cash will be required to recognize gain or loss in the same manner as described above. The failure of the KeyStone Merger to qualify as a reorganization within the meaning of Section 368(a) would also cause KeyStone to recognize gain or loss as if it had sold all of its assets in a taxable transaction for the fair market value of the assets.

The foregoing discussion is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the Brekford Merger or the KeyStone Merger, or the Mergers, together. In addition, the discussion does not address tax consequences which may vary with, or are contingent on, your individual circumstances. Moreover, the discussion does not address any non-income tax or any non-U.S., state or local tax consequences of the Brekford Merger or the KeyStone

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Merger, or the Mergers, together. Accordingly, Brekford and KeyStone stockholders are urged to consult with their own tax advisors to determine the particular U.S. federal, state, local or foreign income or other tax consequences to them of the Mergers.

Additional Information Regarding Brekford Net Operating Loss Carryforwards

As of December 31, 2016, Brekford has approximately $7.55 million of U.S. federal and state net operating loss carryforwards available to offset future taxable income, if any, through 2034. These net operating losses begin to expire in 2028.

Upon the consummation of the Brekford Merger, Brekford’s realizable net operating loss carryforward would be significantly limited.

Stock Exchange Listing

After the Effective Time, Novume intends to apply for a listing of Novume Common Stock, Novume Preferred Stock and Novume Unit Warrants on a national stock exchange; provided, that, there can be no assurance that it will be successful in obtaining such listings.

Federal Securities Laws Consequences

All shares of Novume Common Stock received by holders of Brekford Common Stock and holders of KeyStone Common Stock, and all shares of Novume Common Stock issuable upon exercise or conversion, as applicable, of Novume Warrants, Novume Options or Novume Preferred Stock received by holders of Brekford Warrants, Brekford Options, KeyStone Warrants, KeyStone Options or KeyStone Preferred Stock, in the Mergers will be freely transferable, except that shares of Novume Common Stock received by persons who are deemed to be “affiliates” (as such term is defined under the Securities Act) of Brekford or KeyStone prior to the Effective Time may be resold by them only in transactions permitted by the resale provisions of Rule 145 promulgated under the Securities Act (or Rule 144 in the case of such persons who become affiliates of Novume) or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of Brekford, KeyStone or Novume generally include individuals or entities that control, are controlled by, or are under common control with, such party and may include certain officers and directors of such party as well as principal stockholders of such party. Each affiliate of Brekford and KeyStone has delivered a letter agreement (an “Affiliate Letter”) to the effect that such person will not offer or sell or otherwise dispose of any of the shares of Novume Common Stock issued to such person in the Mergers in violation of the Securities Act or the rules and regulations promulgated thereunder. In addition, the Merger Agreement requires Brekford and KeyStone to use their best efforts to cause any additional persons who are identified as affiliates to execute an Affiliate Letter on or prior to the date of the closing under the Merger Agreement.

INFORMATION ABOUT NOVUME

Overview

Novume is a Delaware corporation formed on February 6, 2017 to effectuate the Mergers and act as a holding company for Brekford and KeyStone and their respective subsidiaries following the consummation of the Mergers. Prior to the consummation of the Mergers, Novume has had and will have no operations other than those that are incidental to its formation, its execution of the Merger Agreement, and the preparation of this information statement/prospectus. Novume currently has no operations and no or nominal assets and liabilities.

In accomplishing the Mergers through a holding company, KeyStone and Brekford intend to pursue their existing lines of business separately while achieving certain economies and benefits from pooled management, shared regulatory compliance costs and other complementary resources that can assist in supporting Novume’s growth. Through internal growth and strategic acquisitions, where appropriate and available, Novume seeks to develop its core business as a service provider to government contractors both in the United States and abroad. In selective situations, Novume will also seek to serve as a partner or incubator for emerging businesses, like Brekford’s automated traffic safety enforcement business, where an understanding of government contracting procedures and contacts with other seasoned providers of government services or products can be critical to success.

The mailing address of Novume’s principal executive offices is 14420 Albemarle Point Place, Suite 200, Chantilly, VA 20151, and is telephone number is (703) 953-3838.

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DIRECTORS AND OFFICERS OF NOVUME

The following table sets forth the directors and executive officers of Novume after the Mergers with their ages as of August 1, 2017.

Executive Officers and Directors

James K. McCarthy, Chief Strategy Officer and Chairman

James K. McCarthy serves as the Chief Strategy Officer and Chairman of the Board of Directors of Novume, and, until the Effective Time, continues to serve in the same capacity at KeyStone. Mr. McCarthy’s career spans over 30 years of marketing strategy creation, proposal development, and oral presentation coaching to contractors seeking to expand their market shares or to enter the government contracts market sector. As a founder and the Technical Director of AOC Key Solutions, he built an organization that, over the last five years, has played a part in winning an average of $9 billion per year in federal contract awards for its clients. Mr. McCarthy has worked at AOC Key Solutions for over 33 years.

An innovative builder of tools and processes aimed at continuous improvement, Mr. McCarthy created AOC Key Solutions’ approach known as Principle Centered Winning – a collection of proven best practices for market assessment, capture support, and proposal services that help win government contracts.

Mr. McCarthy often serves as a strategic advisor and “capture coach” to senior executives and rising corporate professionals. In these capacities, Mr. McCarthy mentors and guides both business clients on market leadership, capture management, and strategy development to pursue government contracts. Mr. McCarthy frequently crafts executive summaries, presentations, or other key documents in pursuit of government contracts. These contracts are valued from tens of millions of dollars to a billion dollars or more. He also frequently serves as a guest speaker on topics ranging from leadership to winning government contracts through every legitimate means available and is an advisor to the Arbinger Institute. Mr. McCarthy has served in an advisory role with the George Washington University, Virginia Science and Technology Campus, Technology Accelerator and has been a frequent speaker with the George Mason University Procurement and Technical Assistance Center. Mr. McCarthy has also served on the board of Coalition for Government Procurement and on the Veterans Institute for Procurement GovCon Council. In February 2016, Mr. McCarthy was named to Executive Mosaic’s Washington 100 as one of the top–100 most influential leaders in the government contracting arena.

Mr. McCarthy was the founder and host of Government Contracting Weekly, the only television show dedicated to supporting contractors in their quest for government business.

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Robert A. Berman, Chief Executive Officer and Director

Robert Berman is the Chief Executive Officer of Novume. He also currently serves as the Chief Executive Officer of KeyStone also as the General Partner of Avon Road Partners, L.P., a limited partnership investing in real estate and the broadcast media industry. Mr. Berman was previously the Chief Executive Officer of KeyStone. From 2006 through March 2015 Mr. Berman held the office of Chairman and Chief Executive Officer at Cinium Financial Services Corporation, a privately held specialty finance company, which included as one of its subsidiaries a New York State domiciled property and causality carrier licensed and admitted in 19 states.

While Mr. Berman led Cinium, it made the ranking of the Inc. 500 for both 2012 and 2013. Prior to Cinium Mr. Berman was Chairman and Chief Executive Officer of Empire Resorts, Inc., a NASDAQ-listed gaming company, from 2001-2005.

From 1995 until 2000, Mr. Berman was Chairman and Chief Executive Officer of Hospitality Worldwide Services (“HWS”), a publicly traded company that became the premiere service provider to the hospitality industry. Under Mr. Berman’s leadership HWS grew profitably from a small company with 50 employees and $6 million in revenues to excess of $280 million in revenues with offices on several continents and 3,000 employees. While at HWS Mr. Berman executed a successful acquisition strategy that resulted in multiple strategic operating divisions that created a one-stop shop for the hotel industry.

Mr. Berman was also instrumental in forging partnerships with institutional investors including ING and Apollo RE leading to the acquisition, re-positioning, and sale of more than $100 million of hotel properties such as the Historic Inn in Richmond, VA, the Warwick Hotel in Philadelphia, and the Radisson Hotel at Chicago O’Hare airport among others.

Mr. Berman was director at Executone Information Systems, Inc. a publicly traded telecom company. In 1996 Executone’s board chose Mr. Berman to chair a special committee whose task it was to identify a new strategic direction for the company. The result of the special committees work was the transformation of the company increasing the company’s market capitalization by more than $500 million.

Dr. Richard Nathan, Chief Operating Officer and Director

Dr. Nathan brings over 45 years of corporate management, program management and business and proposal development experience. He has led large management and operation contracts valued at more than a billion dollars and managed service and technical contracts for DOE, DoD, DHS, NASA, EPA, and state governments. Dr. Nathan has directed and grown the environmental and energy business for a large corporation, and served as a corporate officer and held management and technical positions at Battelle Memorial Institute and Mason & Hanger. Dr. Nathan had worked at AOC Key Solutions, and its predecessor company American Operations Corporation, for over 17 years, most recently as AOC Key Solutions Chief Executive Officer, before joining KeyStone Solutions as its President and COO.

Dr. Nathan excels in assisting companies to increase their market share through effective growth management, strategic planning, competitive analysis, and other approaches through all phases of the business development process. This includes building upon initial strategic decisions to develop tactical implementation plans for business sector growth.

Dr. Nathan’s management and business development skills span the full range of activities. He has served as capture manager, proposal manager, orals coach, and review team lead. His ability to develop and integrate effective win themes and discriminators unique to a given contract opportunity has resulted in multiple large contract wins for the KeyStone’s customers to include contracts with DOE, NASA, DHS, and DoD as well as state and local governments.

Harry Rhulen, President

Mr. Rhulen is a founder and served as CEO of Firestorm, since its inception in 2005, until the KeyStone acquisition of Firestorm in January of 2017. Firestorm Solutions, LLC is a national leader in preparedness and crisis management. Mr. Rhulen previously served as an executive and CEO of a public company with U.S. and European operations, commencing 1989 through 2005. Mr. Rhulen has extensive due diligence experience having participated in over thirty M&A transactions. He has lead several public offerings raising in excess of $350 million.

Mr. Rhulen, while serving on the board of the American Insurance Association, testified before Congress to expand the opportunities for financial service companies. Mr. Rhulen worked as a consultant in many industries, using his risk management, crisis management, and business management skills, as well as his public company, legal, bankruptcy, and due diligence experience to help his clients.

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He has served on the boards of several profit and not-for-profit entities. He has received humanitarian awards for many of his efforts, including the “Quality of Human Life” Award from the American Red Cross. Mr. Rhulen graduated Cum Laude from the College of Insurance and has both a Juris Doctor and Masters of Business Degree from Syracuse University.

Riaz Latifullah, Chief Financial Officer

Riaz Latifullah serves as Chief Financial Officer of Novume, and, until the Effective Time, serves in the same capacity at KeyStone. Prior to joining KeyStone, Riaz Latifullah served as the Chief Financial Officer of the American Grandparents Association / Grandparents.com. In this position he was responsible for directing and overseeing all of the company’s financial and accounting activities. He provided strategic advice to executive management on the financial implications of business activities and interacted with the board of directors.

Mr. Latifullah spent 13 years with AARP, a non-profit organization that advocates on behalf of people over age 50. With AARP he served as Vice President, Financial Management, Senior Director Strategic Markets and Director Brand Operations. As an in-house entrepreneur with AARP he created and launched five start-up operations bringing significant changes to the organization.

In other positions before AARP Mr. Latifullah served as General Manager for TV on the WEB, an internet video production company, a Government Relations Representative for the US Merchant Marine Academy Alumni Foundation and an Investment Banking Associate for Ryan, Lee and Company.

Suzanne Loughlin, Chief Administrative Officer and General Counsel

Ms. Loughlin is the Chief Administrative Officer (CAO) and General Counsel of KeyStone Solutions, Inc. She is also a founder and Chief Risk Officer of Firestorm Solutions, LLC.

Ms. Loughlin has extensive consultative experience in the development of crisis management & communications, workplace violence, emergency response, and business continuity plans for clients ranging from some of the world’s largest global companies to educational institutions (P-12 and higher education, public and private) and summer camps, as well as governmental entities.

Ms. Loughlin’s previous career experience includes serving as a Director and CAO of a public insurance holding company, between 1998 and 2005, where she was responsible for HR, IT, Corporate Communications, Facilities, Government Relations and Internal Audit. Suzanne was also a litigator with a major New York City law firm and Managing Attorney of a law firm with multiple offices throughout the country between 1986 and 1998. Since 2005, Ms. Loughlin has focused on building Firestorm Solutions, LLC as one of its founders.

Ms. Loughlin is a licensed attorney in New York and serves as a member of the New York State Bar Association and the Sullivan County Bar Association. Ms. Loughlin also holds an Emergency Management Professional Development Series Certification from FEMA, and is a member of the Association of Threat Assessment Professionals.

Very active in her community, Ms. Loughlin serves as a board member of Rhinebeck Bank as well as Hudson Valley Pattern for Progress, Sullivan County Industrial Development Agency, and Sullivan County Partnership for Economic Development. She also serves as President of the Trevor Loughlin Foundation, Inc. which raises funds and issues grants to individuals battling blood cancer and other acute catastrophic illnesses. Ms. Loughlin has received numerous awards for her service, including the Anti Defamation League’s Americanism Award.

Glenn Goord, Director 

Mr. Goord is a 32-year veteran of the New York State Department of Correctional Services and served as Commissioner from 1996 until 2006. As Commissioner, he oversaw the nation’s fourth largest state prison system, administering an operating budget of $2.3 billion in state and federal funds, plus $245 million in capital expenditures.

Mr. Goord’s outstanding contributions to furthering excellence in corrections earned him the Carl Robison Award, the highest honor bestowed by the Middle Atlantic States Correctional Association. In 1998 he earned the Charles Evans Hughes Award for public service from the Albany based Capital Area Chapter for the American Society for Public Administration (ASPA). In 2002, the ASPA awarded Mr. Goord its highest honor, the Governor Alfred E. Smith Award, for his direction of the Department’s immediate and expansive efforts to aid New York City following the September 11, 2001 terrorist attack. He also currently serves on the American Correctional Association Board of Governors.

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Paul A. de Bary, Director

Paul A. de Bary, 70, has been a member of the board of managers of TDI, LLC, an agent for a manufacturer of digital X-ray systems for medical, veterinary and industrial applications from 2001 through the present. He has also served as chairman of the board of ethics of the Town of Greenwich, Connecticut since 2008. He was a managing director at Marquette de Bary Co., Inc., a New York based broker-dealer, from 1996 to 2015, where he served as a financial advisor for state and local government agencies, public and private corporations and non-profit organizations, as well as general counsel. He previously served as a director of Empire Resorts, Inc. (Nasdaq: NYNY) from 1996 to 2010, where he served as chairman of its audit committee as well as, at various times throughout his tenure as a director, a member of the governance and compensation committees and various special committees. Prior to that, Mr. de Bary was a managing director in the Public Finance Department of Prudential Securities from 1994 to 1997 and a partner in the law firm of Hawkins, Delafield & Wood in New York from 1975 to 1994. Mr. de Bary received an AB in 1968, and an M.B.A. and J.D. in 1971 from Columbia University. Mr. de Bary is a member of the American Bar Association, the New York State Bar Association and the Association of the Bar of the City of New York. Mr. de Bary also serves as a director of several non-profit organizations, including the Columbia Club Foundation, the Society of Columbia Graduates and the AA Alumni Foundation.

Significant Employees

James Satterfield, Chief Executive Officer and President of Firestorm Solutions, LLC and Firestorm Franchising, LLC

Jim W. Satterfield is the President/CEO and co-founder of Firestorm. Jim is a nationally recognized expert, keynote speaker and author on crisis management, threat assessment, disaster preparedness and business continuity planning. Prior to founding Firestorm in 2005, he served as President, CEO and COO of various public and private companies in business continuity, communications, crisis management, environmental, insurance, reinsurance, risk management and technology. Jim has extensive expertise in the identification and quantification of risk. Jim has led in the development of national standards for risk management, environmental risk and environmental due diligence. He has spoken to hundreds of groups on risk management, crisis management, governance, disaster planning and preparedness.

Jim’s analysis and experience in working with thousands of businesses has led to the creation of the Firestorm PREDICT.PLAN.PERFORM.^® methodology, the foundation of all Firestorm programs, services and initiatives. Jim emphasizes promoting and enforcing a culture of preparedness to protect an organization’s assets, brand/reputation, revenues and enterprise value.

Jim led the Firestorm team that provided the crisis and media management support at Virginia Tech in response to the shootings, as well as hundreds of other client crisis engagements.

Jim’s philosophy is that “Every crisis is a human crisis.” He co-authored Disaster Ready People For A Disaster Ready America. The book guides individuals in developing their own preparedness plans at home. This benefits corporations as the key to having employees perform at work is for them to know their families are safe – a fundamental building block for all business continuity plans – at work.

Greg McCarthy, Chief Executive Officer of AOC Key Solutions and Member of the Board

Greg McCarthy has over 25 years of sales management, marketing, capture and proposal experience. As President, Mr. McCarthy is responsible for overseeing the high degree of customer satisfaction that our clients expect. Mr. McCarthy has worked in virtually every role of the bid and proposal process, including proposal management, proposal writing, orals coach, and compliance manager.

Mr. McCarthy also leads the Key Solutions group specializing in Third Party Performance Assessments. In that capacity, he has interviewed more than 1,000 government personnel regarding contractor performance across dozens of government agencies, giving him “front line” experience in understanding Government needs and translating that understanding into winning proposals. As former COO of AOC Key Solutions, Mr. McCarthy was honored with Smart CEO Magazine’s Executive Management Award.

Committees of the Novume Board

Audit Committee

As soon as practicable after the Effective Time, the Novume Board intends to establish an Audit Committee comprised of directors who are “independent” within the meaning of NASDAQ Rule 5605(b)(1). The Audit Committee will assist the Novume Board in maintaining the integrity of its financial statements, and of its financial reporting processes and systems of internal audit controls, and our compliance with legal and regulatory requirements. The Audit Committee will be responsible for reviewing Novume’s annual audit and meeting with Novume’s independent registered public accounting firm to review Novume’s internal controls and financial management practices. The Novume Board intends to identify and appoint an “audit committee financial expert,” as defined by the SEC in Item 407 of Regulation S-K.

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Compensation Committee

As soon as practicable after the Effective Time, the Novume Board intends to establish a Compensation Committee. All members of the Compensation Committee will be “Non-Employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, unless otherwise determined by the Novume Board, “outside directors” within the meaning of Section 162(m) of the Code. They shall also be “independent” directors within the meaning of NASDAQ Rule 5605(b)(1). The Compensation Committee will be responsible for establishing salaries, bonuses, and other compensation for Novume’s executive officers and for administering and Novume’s executive compensation plans and programs. The Compensation Committee will advise and make recommendations to the Novume Board on all matters concerning director compensation.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee shall have been, during 2016, an officer or employee of Novume, KeyStone or Brekford was formerly an officer of Novume, KeyStone or Brekford or had any relationship requiring disclosure by Novume under Item 404 of Regulation S-K. No interlocking relationship as described in Item 407(e)(4) of Regulation S-K shall between any of Novume’s executive officers or Compensation Committee members, on the one hand, and the executive officers or compensation committee members of any other entity, on the other hand, nor has any such interlocking relationship existed in the past.

Corporate Governance Committee

As soon as practicable after the Effective Time, the Novume Board intends to establish a Corporate Governance Committee that will evaluate and recommend candidates for election to the Novume Board, review the performance and contribution of directors, recommend membership for standing committees, review director independence, and adopt and review Novume corporate governance guidelines and codes of conduct. The committee shall be comprised of “independent” directors within the meaning of NASDAQ Rule 5605(b)(1).

COMPENSATION OF NOVUME DIRECTORS

Directors who are officers or employees of Novume or its subsidiaries will not receive any compensation for service on the Novume Board, but employee directors will be reimbursed by Novume for expenses incurred in attending meetings of the Novume Board or any committees thereof.

NOVUME EXECUTIVE COMPENSATION

Bonus Eligibility

Bonuses for the Novume executive officers may be conditioned on the achievement of objective goals, which may not be waived after being set, based on one or more of the following performance measures: earnings; operating profits (including measures of earnings before interest, taxes, depreciation and amortization; free cash flow or adjusted free cash flow; cash from operating activities; revenues; net income (before or after tax); financial return ratios; market performance; stockholder return and/or value; net profits; earnings per share; profit returns and margins; stock price; working capital; capital investments; returns on assets; returns on equity; returns on capital investments; selling, general and administrative expenses; discounted cash flows; productivity; expense targets; market share; cost control measures; strategic initiatives; changes between years or periods that are determined with respect to any of the above-listed performance criteria; net present value; sales volume; cash conversion costs; leverage ratios; maintenance of liquidity; integration of acquired businesses; operational efficiencies, including Lean Six Sigma initiatives; regulatory compliance, including the Sarbanes-Oxley Act of 2002; and economic profit.

Employment Agreements

The following executives are currently employed by KeyStone, but, as of the Effective Time their employment agreements will be assumed by Novume. Accordingly, in the summaries below, references to KeyStone have been replaced with references to Novume to reflect the change in employer.

Berman Employment Agreement

The Employment Agreement with Robert Berman (the “Berman Employment Agreement”) provides that Mr. Berman will serve as Novume’s Chief Executive Officer. The agreement has an initial term, which was effective as of December 23, 2016, of five years with automatically renewing one-year terms thereafter. Mr. Berman’s base salary is $395,000 per annum, and he is eligible for a bonus

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as determined by Novume’s to be established Compensation Committee. Mr. Berman is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume.

In the event of a “Change of Control”, as defined in the Berman Employment Agreement, whether during the initial term or thereafter, Novume shall have the right to terminate the Berman Employment Agreement. In the event Novume exercises the option to terminate Mr. Berman’s agreement, Novume will be required to pay Mr. Berman an amount equal to Mr. Berman’s base salary per annum multiplied by the number of years and portions thereof remaining under the Berman Employment Agreement. Mr. Berman may be terminated by the Company for “Cause”, as defined in the Berman Employment Agreement.

Mr. Berman also agreed as consideration for entering into the Berman Employment Agreement, that for the period during his employment and for twelve months thereafter, he will not (i) compete with Novume in the “Geographic Area”, as defined in the Berman Employment Agreement, or (ii) solicit any of Novume’s existing employees, suppliers or customers.

Rhulen Employment Agreement

The employment agreement with Harry Rhulen (the “Rhulen Employment Agreement”) provides that Mr. Rhulen will serve as Novume’s President for an initial five-year term that began on January 25, 2017. His base salary is $275,000 per annum, and he will be eligible for a bonus as determined by Novume’s to be established Compensation Committee. Mr. Rhulen is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume. Prior to the assumption of the Rhulen Employment Agreement by Novume, Mr. Rhulen was granted options to purchase 80,000 shares of KeyStone Common Stock, which were to begin vesting on the first anniversary of his initial employment as President of KeyStone and continue vesting monthly over the following two years, at a strike price of $3.00 per share. At the Effective Time, these options will be converted into the right to receive Novume Options and will continue to vest in accordance with the forgoing schedule.

Novume may terminate Mr. Rhulen’s employment agreement for “Cause,” as defined in the Rhulen Employment Agreement. In the event that Novume terminates Mr. Rhulen’s employment other than for “Cause,” or Mr. Rhulen terminates his employment for “Good Reason”, as defined in the Rhulen Employment Agreement, Novume will be required to pay Mr. Rhulen an amount equal to the remaining amount of base salary payable under the Rhulen Employment Agreement until the end of the initial five-year term and Novume’s contribution to Mr. Rhulen’s health insurance premiums.

Mr. Rhulen also agreed that, for the period during his employment and for one year thereafter, he will not (i) compete with Novume in the “Restricted Territory”, as defined in Exhibit A to the Rhulen Employment Agreement, or (ii) solicit any of Novume’s existing employees, suppliers or customers.

James K. McCarthy Offer Letter

The James K. McCarthy Offer Letter (the “McCarthy Offer Letter”) provides that Mr. McCarthy will serve as Novume’s Chief Strategy Officer. His employment is at will, subject to providing 120-days’ notice of resignation or termination. Novume may pay Mr. McCarthy’s salary in lieu of notice for some or all of the 120-day notice period. His base salary is $279,789 per annum, and he is eligible for a bonus as determined by Novume’s to be established Compensation Committee. Mr. McCarthy will also be eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of the Company.

Mr. McCarthy also agreed that, for the period during his employment and for two years thereafter, he will not (i) compete with Novume in the “Restricted Territory”, as defined in Exhibit A to the McCarthy Offer Letter, or (ii) solicit any of Novume’s existing employees, suppliers or customers.

Nathan Employment Agreement

The employment agreement with Richard Nathan (the “Nathan Employment Agreement”) provides Mr. Nathan will serve as Novume’s Chief Operating Officer for a term until December 31, 2017, with the option to extend the term in writing. His base salary is $225,200 per annum, and he is eligible for a bonus as determined by Novume’s to be established Compensation Committee. Mr. Nathan is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume.

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Novume may terminate Mr. Nathan’s employment agreement for “Cause,” as defined in the Nathan Employment Agreement. In the event that Novume terminates Mr. Nathan’s employment other than for “Cause,” or Mr. Nathan terminates his employment for “Good Reason”, as defined in the Nathan Employment Agreement, Novume will be required to pay Mr. Nathan an amount equal to six months of Mr. Nathan’s base salary and Novume’s contribution to Mr. Nathan’s health insurance premiums.

Mr. Nathan also agreed that, for the period during his employment and for two years thereafter, he will not (i) compete with Novume in the “Restricted Territory”, as defined in Exhibit A to the Nathan Employment Agreement, or (ii) solicit any of Novume’s existing employees, suppliers or customers.

Latifullah Employment Agreement

The employment agreement with Riaz Latifullah (the “Latifullah Employment Agreement”) provides that he is Chief Financial Officer for an initial three-year term that began on December 23, 2016. His base salary is $285,000 per annum, and he will be eligible for a bonus as determined by Novume’s to be established compensation committee. Mr. Latifullah is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume. Prior to the assumption of the Latifullah Employment Agreement by Novume, Mr. Latifullah was granted options to purchase 90,000 shares of KeyStone Common Stock, which will begin vesting on March 1, 2017 and continue vesting monthly over the following two years, at a strike price of $2.75. At the Effective Time, these options will be converted into the right to receive Novume Options and will continue to vest in accordance with the forgoing schedule.

Loughlin Employment Agreement

The employment agreement with Suzanne Loughlin (the “Loughlin Employment Agreement”) provides Ms. Loughlin is General Counsel and Chief Administrative Officer for an initial five-year term that began on January 25, 2017. Her base salary is $225,000 per annum, and she is eligible for a bonus as determined by Novume’s to be established Compensation Committee. Ms. Loughlin is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume. Prior to the assumption of the Loughlin Employment Agreement by Novume, Ms. Loughlin was granted options to purchase 80,000 shares of KeyStone Common Stock, which were to begin vesting on the first anniversary of her initial employment as General Counsel and Chief Administrative Officer of KeyStone and continue vesting monthly over the following two years, at a strike price of $3.00 per share. At the Effective Time, these options will be converted into the right to receive Novume Options and will continue to vest in accordance with the forgoing schedule.

Novume may terminate Mr. Loughlin’s employment agreement for “Cause,” as defined in the Loughlin Employment Agreement. In the event that Novume terminates Ms. Loughlin’s employment other than for “Cause,” or Ms. Loughlin terminates her employment for “Good Reason”, as defined in the Loughlin Employment Agreement, Novume will be required to pay Ms. Loughlin an amount equal to the remaining amount of base salary payable under the Loughlin Employment Agreement until the end of the initial five-year term and Novume’s contribution to Ms. Loughlin’s health insurance premiums.

Ms. Loughlin also agreed that, for the period during her employment and for one year thereafter, she will not (i) compete with Novume in the “Restricted Territory”, as defined in Exhibit A to the Loughlin Employment Agreement, or (ii) solicit any of Novume’s existing employees, suppliers or customers.

Greg McCarthy Employment Agreement

The employment agreement with Greg McCarthy (the “Greg McCarthy Employment Agreement”) provides that Mr. McCarthy is the Chief Executive Officer of AOC Key Solutions through April 20, 2018 with the option to extend the term in writing. His base salary is $275,000 per annum, and he will be eligible for a bonus as determined by KeyStone’s Compensation Committee. Mr. McCarthy is also eligible to receive all such other benefits as are provided by KeyStone to other management employees that are consistent with KeyStone’s fringe benefits available to any other officer or executive of KeyStone.

KeyStone may terminate the Greg McCarthy Employment Agreement for “Cause,” as defined in such Agreement. In the event that KeyStone terminates Mr. McCarthy’s employment other than for “Cause,” or Mr. McCarthy terminates his employment for “Good Reason”, as defined in the Gregory McCarthy Employment Agreement, KeyStone will be required to pay Mr. McCarthy an amount equal to six months of Mr. McCarthy’s base salary and KeyStone’s contribution to Mr. McCarthy’s health insurance premiums.

Mr. McCarthy also agreed that, for the period during his employment and for two years thereafter, he will not (i) compete with KeyStone in the “Restricted Territory”, as defined in Exhibit A to the Gregory McCarthy Employment Agreement, or (ii) solicit any of KeyStone’s existing employees, suppliers or customers.

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Satterfield Employment Agreement

The employment agreement with James Satterfield (the “Satterfield Employment Agreement”) President of Firestorm Solutions, LLC and Firestorm Franchising, LLC, for an initial five-year term that began on January 25, 2017. His base salary is $225,000 per annum, and he will be eligible for a bonus as determined by Novume’s to be established Compensation Committee. Mr. Satterfield is also eligible to receive all such other benefits as are provided by Novume to other management employees that are consistent with Novume’s fringe benefits available to any other officer or executive of Novume. Prior to the assumption of the Satterfield Employment Agreement by Novume, Mr. Satterfield was granted options to purchase 50,000 shares of KeyStone Common Stock, which were to begin vesting on the first anniversary of his initial employment as President of KeyStone and continue vesting monthly over the following two years, at a strike price of $3.00 per share. At the Effective Time, these options will be converted into the right to receive Novume Options and will continue to vest in accordance with the forgoing schedule.

Novume may terminate Mr. Satterfield’s employment agreement for “Cause,” as defined in the Satterfield Employment Agreement. In the event that Novume terminates Mr. Satterfield’s employment other than for “Cause,” or Mr. Satterfield terminates his employment for “Good Reason”, as defined in the Satterfield Employment Agreement, Novume will be required to pay Mr. Satterfield an amount equal to the remaining amount of base salary payable under the Satterfield Employment Agreement until the end of the initial five-year term and Novume’s contribution to Mr. Satterfield’s health insurance premiums.

Mr. Satterfield also agreed that, for the period during his employment and for one year thereafter, he will not (i) compete with Novume in the “Restricted Territory”, as defined in Exhibit A to the Satterfield Employment Agreement, or (ii) solicit any of Novume’s existing employees, suppliers or customers.

2017 Equity Award Plan

At or prior to the Effective Time, the Novume Board intends to adopt a 2017 Equity Award Plan the terms of which are intended to be substantially identical to those of KeyStone’s 2016 Equity Award Plan. The purpose of the 2017 Equity Award Plan shall be to promote the interests of Novume (including its subsidiaries and affiliates, if any) and its stockholders by using equity interests in Novume to attract, retain and motivate its management, nonemployee directors and other eligible persons and to encourage and reward their contributions to Novume’s performance and profitability. See “KeyStone Executive Compensation—KeyStone Solutions, Inc. 2016 Equity Award Plan”.

SECURITY OWNERSHIP OF NOVUME

There are currently 1,000 shares of Novume Common Stock outstanding, all of which are owned by KeyStone and will be canceled in the KeyStone Merger. It is anticipated that, after giving effect to the Mergers, approximately 13,934,018 shares of Novume Common Stock will be issued and outstanding, approximately 1,003,385 additional shares will be reserved for issuance upon the exercise of options assumed by Novume, approximately 1,811,886 additional shares will be reserved for issuance upon the exercise of warrants assumed by Novume, approximately 885,896 additional shares will be reserved for issuance upon the conversion of Novume Preferred Stock and approximately 812,821 additional shares will be available for issuance in connection with grants made after the Effective Time under the 2017 Equity Award Plan.

The following table sets forth, as of August 2, 2017, information concerning the beneficial ownership of Novume Common Stock after giving effect to the Mergers by (i) each person or group of persons known to Brekford or KeyStone expected to beneficially own more than 5% of the outstanding shares of Novume Common Stock, (ii) each person who is (or, upon consummation of the Mergers, will be) an executive officer or director of Novume and (iii) all such executive officers and directors of Novume as a group.

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INFORMATION ABOUT KEYSTONE SOLUTIONS, INC.

General

KeyStone was formed in March 2016 as a holding company for the purpose of creating or acquiring professional services companies that provide support to the government contracting (“GovCon”) industry. KeyStone was formed through a corporate reorganization of AOC Key Solutions (“AOC Key Solutions”), which, as a result, became a wholly owned subsidiary of KeyStone. Consistent with KeyStone’s acquisitive growth strategy, on January 25, 2017 KeyStone executed the previously announced acquisition of Firestorm Solutions, LLC and Firestorm Franchising, LLC. The operations of KeyStone are currently conducted by and through its subsidiaries which include AOC Key Solutions, Firestorm Solutions, LLC and Firestorm Franchising, LLC (the latter two such entities hereinafter referred to as “Firestorm”). AOC Key Solutions is an established business development and consulting firm that assists government contractors in winning government contracts. It also helps commercially focused firms gain entry into the government contracting market for the first time. Since commencing operations in 1983, AOC Key Solutions has assisted clients in winning over approximately $150 billion of government contract awards. Firestorm is a nationally-recognized leader in crisis management and related matters that provides services to government contractors.

AOC Key Solutions seeks to improve how the federal government and government contractors operate. AOC Key Solutions works to increase the efficiency and effectiveness of government on behalf of the taxpayer, while assisting companies who are in, or seek to enter, the lucrative government contracting market. AOC Key Solutions helps contractors achieve two types of results: positive societal contributions and success measured by profits and return on investment. AOC Key Solutions’ strategy includes diversifying its services offerings within the GovCon market while gaining a critical mass of sustainable revenues. AOC Key Solutions intends to add both vertical and horizontal capabilities by acquiring GovCon service providers through a disciplined acquisition strategy. It intends to foster communication and knowledge transfer by constructing a “bridge” across which efficiencies and best practices will be shared between the private sector and government, benefiting government, industry and the taxpayer. KeyStone through its recently-formed subsidiary Novume Media developed a television show called The Bridge — a weekly 30-minute program featuring panel discussions and interviews with leaders from the government, business, academia and associations. The show premiered on April 2, 2017 in the Washington, DC market.

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AOC Key Solutions identifies winnable government contracts for clients and provides teaming support to help its clients identify qualified teaming opportunities from AOC Key Solutions’ large database of government contractors. Next, AOC Key Solutions helps its clients develop the strategy and plan to win contracts, implement and execute their strategy and plan, and prepare a compliant, compelling and winning proposal document. For more than 30 years AOC Key Solutions has provided market intelligence, proposal, capture, advisory and teaming support and other important services to Fortune 50 companies and small businesses alike. For the years ended December 31, 2016 and 2015, respectively, AOC Key Solutions generated over $12.1 million and $9.6 million of revenue, respectively, and a loss before taxes of approximately $259,000 and income before taxes of $369,400, respectively. For the three months ended March 31, 2017 and 2016, respectively, AOC Key Solutions generated approximately $3.3 million and $3.4 million of revenue, respectively, and income before taxes of approximately $268,600 and $431,600, respectively.

Firestorm is the nationally recognized leader in crisis management, crisis communications, emergency response, and business continuity. Firestorm demonstrates leadership in workplace violence prevention, cyber-breach response, communicable illness/pandemic planning, predictive intelligence, and every emergency, crisis and disaster preparedness initiative. Firestorm is focused on prevention, in addition to planning and response initiatives. For example, Firestorm has developed a behavioral risk and threat assessment program, referred to as BERTHA^®, which positions organizations to prevent violence from occurring through the delivery of awareness training, anonymous reporting, and predictive intelligence programs that enable the identification of warning signs that may be exhibited by an individual long before they are on a path to violence. Firestorm utilizes social media channels to educate others on emerging threats and strategies to combat those threats, through the deployment of no-fee webinars, stress tests, and blog articles that include analyses by members of its highly-credentialed Expert Council. Firestorm partners with industry associations and aggregators to deliver meaningful risk mitigation strategies and education. It serves clients ranging from some of the world’s largest global companies to main street businesses, public and private, across all industry sectors. Firestorm offers services to federal contractors that enhance their ability to manage risk and respond to adverse events, thereby minimizing people, brand, reputation, financial, legal and regulatory impacts. As part of the Firestorm acquisition, KeyStone gained additional management expertise and has appointed Firestorm executives, Harry Rhulen, as President of KeyStone, and Suzanne Loughlin, as Chief Administrative Officer and General Counsel of KeyStone. Both officers have previously served as public company directors and officers and bring needed expertise to the KeyStone leadership team.

Members of KeyStone’s management team have extensive experience in the GovCon sector and collective breadth of experience managing organic growth as well as growth through acquisitions and integration. In connection with the formation of KeyStone as a platform for expansion in the GovCon sector, Robert A. Berman joined KeyStone as Chief Executive Officer and became an investor in KeyStone. See “Interest of Certain Persons in the Mergers.” Prior to investing in KeyStone, Mr. Berman executed a successful growth acquisition strategy for a company in the hospitality industry that had, at the time Mr. Berman joined as Chairman and CEO, a $6 million in annual revenue and making the 50-employee company into the hospitality sector’s premier service provider. Under Mr. Berman’s leadership, it opened offices around the world by acquiring well-run synergistic companies. Within three years, the company grew by more than 3,000 employees and generated $220 million in annual revenue. In addition to successfully operating and growing businesses through acquisitions, Mr. Berman has extensive capital markets experience in both the public and private sectors. Mr. James McCarthy is KeyStone’s Chairman and his career spans over 30 years of marketing strategy creation, proposal development, and oral presentation coaching to contractors seeking to expand their market shares or to enter the GovCon sector. Dr. Richard Nathan, KeyStone’s Chief Operating Officer and member of the Board of Directors of KeyStone, brings over 45 years of corporate management, program management, and business and proposal development experience. He has led large management and operation contracts valued at more than a billion dollars and managed service and technical contracts for the United States Department of Education (DoE), Department of Defense (DoD), Department of Homeland Security (DHS), NASA, Environmental Protection Agency (EPA), and state governments. KeyStone believes that the combined expertise of Mr. Berman, Mr. McCarthy and Dr. Nathan will help KeyStone to identify and evaluate key strategic acquisitions as KeyStone pursues its growth strategy.

The mailing address of KeyStone’s principal executive offices is 14420 Albemarle Point Place, Suite 200, Chantilly, VA, 20151, and its telephone number is (703) 953-3838.

KeyStone’s Mission Statement

Through acquisitions and integration, KeyStone intends to provide a “one-stop,” full suite of services and products to the Government Contracting Market, making it a cohesive force in an extremely fragmented industry. KeyStone will diversify its services within the market it knows well in an effort to gain a critical mass of sustainable revenues.

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Background

On March 15, 2016, KeyStone entered into a merger agreement (the “KCS Merger Agreement”) with KCS Merger Sub, Inc. (“KCS Merger Sub”), a wholly owned subsidiary of KeyStone, and AOC Key Solutions. Pursuant to the KCS Merger Agreement, on March 15, 2016, KCS Merger Sub was merged with and into AOC Key Solutions, with AOC Key Solutions becoming a wholly owned subsidiary of KeyStone.

KeyStone’s Process

AOC Key Solutions works with clients across nearly all federal agencies and market sectors, and specializes in information technology, defense and homeland security, healthcare, energy and environment, infrastructure support services, design/build, and new and emerging markets. KeyStone’s full service business development process is shown below.

Distinctive Characteristics

The United States Government purchases between $450 billion and $500 billion in products and services each year from the private sector, making it the single largest customer on the planet. As policy evolves, KeyStone evolves with government keeping itself and its clients ahead of the curve.

The following characteristics have contributed to KeyStone’s success and, KeyStone’s management believes will have a material and positive impact on the growth anticipated from KeyStone’s strategy:

Win Record. Each year KeyStone lists, in its Billion Dollar Club, the major contract awards that it has helped clients win. From 2011 through 2016 KeyStone provided support to its clients for over 200 winning bids. During this period, KeyStone averaged $8 billion annually in government contract award wins for our clients. KeyStone is compensated on a time and materials basis for the majority of the services it provides. KeyStone does not provide additional services after a contract has been awarded.

Ability to Provide Value to the Influx of Small Businesses. Recent data suggest that the Small Business Administration helps to start approximately 14,200 small businesses per year. KeyStone’s management believes that a number of these new entities intend to enter the GovCon sector and may be potential KeyStone clients. KeyStone has a toolbox of services and products tailored to help new businesses gain entry into this lucrative market.

Access to Government and Industry Decision-Makers. KeyStone supports clients in seeking work from a majority of federal agencies. KeyStone knows well the executive and working-level staff at all of our government contractor clients, and they are aware of the value of KeyStone’s services. As a result, KeyStone has key market intelligence that allows it to recommend teaming arrangements that have strategic value and are designed to increase the likelihood of a client winning a contract.

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Government Contracting Weekly. This is a TV show KeyStone produced and are transitioning to the Internet to broaden its exposure. This show was previously broadcast for several years on CBS in Washington, DC and continues to open doors to KeyStone. Government Contracting Weekly also provides an open and transparent forum to discuss the many issues relevant to both the government and contractors.

Expertise and Depth of Resources. KeyStone employs over 25 in-house proposal development specialists backed by approximately 350 contract technical and management subject matter experts. Many of KeyStone’s employees maintain federal security clearances up to and including Top Secret.

Client Base of World Class Companies. KeyStone’s client base has grown to over 490 companies, ranging from Fortune 50 firms to small and minority-owned businesses and start-ups. Over the KeyStone’s 33-year history, KeyStone has supported a majority of the top-100 federal contractors, based on revenue.

Client Base Continues to Expand. Even with the size of KeyStone’s client base, the total number of contractors registered in the government’s System for Acquisition Management (SAM) exceeds 413,000, the majority of whom KeyStone does not currently serve.

Successful Long-Term Performance is Due to Our Sound and Proven Business Model. KeyStone has been in business for over 34 years with continuity of management from the beginning. KeyStone’s proprietary processes and tools have afforded us the opportunity to train the next generation of talent.

Dedication to Principle-Centered Winning (PCW). KeyStone creates value for its clients by focusing on winning— but winning the right way, not just any way. PCW is a code of conduct, a set of ethical principles and rules; based on service, sacrifice where necessary, and always seeking to act in the interests of KeyStone’s clients. KeyStone also seeks to act in the best interests of the Federal Government. In part, this is because KeyStone is selective about who it takes on as clients – only those companies which KeyStone believes will be able to successfully perform to government requirements. Thus, KeyStone plays the important role of providing the right capabilities and the right price to the government entity with which its clients are contracting.

State-of-the-Art Proposal Facility. For those clients who prefer an off-site proposal venue, KeyStone has a modern, secure and well-equipped proposal facility capable of simultaneously hosting multiple client engagements.

Our Network of Strategic Relationships. To increase KeyStone’s access to senior executives in government and industry, it has created a wide network of strategic relationships with organizations that include the George Washington University, Virginia Science and Technology Campus, Technology Accelerator, George Mason University Procurement and Technical Assistance Center, Arbinger Institute, Coalition for Government Procurement and the Veterans Institute for Procurement. It is through these relationships that KeyStone is able to:

KeyStone’s Services

KeyStone’s management believes clients value KeyStone’s services for four primary reasons. First, KeyStone offers a full suite of services for GovCon industry best practices allowing clients to outsource their non-core competencies and focus on performing their contracts more efficiently. Second, many companies cannot maintain a large support infrastructure in-house and find it more cost effective to outsource. Third, KeyStone’s proprietary tools help clients maintain a healthy pipeline. And fourth, KeyStone’s win record supports their top-line revenue growth.

Clients engage KeyStone for a variety of important reasons when they:

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The services KeyStone provides include:

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KeyStone’s Clients

KeyStone works with many highly-regarded government contractors, including start-ups, small and medium sized businesses, and large defense contractors and integrators. KeyStone has supported brand name firms such as Lockheed Martin, Northrop Grumman, Boeing, Raytheon, General Dynamics, Honeywell, BAE, Siemens, CSC, SAID/Libidos, HP, CACTI, AT&T, Booz Allen Hamilton, IBM, Oshkosh, Sodexo and others. Over KeyStone’s 33-year history, it has supported a majority of the top-100 federal contractors (by revenue). KeyStone provides its clients with quality value-added service through efficiencies of scale, productivity enhancements and expertise.

KeyStone’s potential GovCon clients are the various levels of government and those companies that support them. They consist of two groups:

The Private Sector Group consists of those contractors and service companies that serve and support the various levels of Government. Contractors include firms that offer an array of important products and services. These are provided in the areas of national security, defense, homeland security, intelligence, information technology, energy, environment, healthcare, transportation, education, operations and maintenance, infrastructure, logistics, and others. Examples of service companies include law firms, accounting firms, banks and financial institutions, insurance companies, staffing and recruiting firms, media companies, market research, public relations houses, and all manner of consulting firms dedicated to supporting the taxpayer at every level of government.

The Public Sector Group is comprised of the government entities or agencies of the United States including those at the federal, state and municipal levels.

Business Development

In the GovCon market, business development is tailored and scaled to meet the opportunity and the players associated with that opportunity. Business development is primarily carried out by KeyStone’s team of full-time business developers. To promote KeyStone, KeyStone’s officers and employees take leadership positions in key GovCon industry organizations including industry trade groups and associations, chambers of commerce, veterans organizations, and civic and community organizations. KeyStone’s leadership routinely engages in writing blogs, newsletters, white papers and thought pieces and developing podcasts and webinars for

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the GovCon industry on various GovCon subjects. KeyStone furthers this educational and brand recognition process by offering seminars and training, participating on roundtables and presenting at industry conferences. KeyStone also uses several technology platforms to monitor industry developments and identify targets of contract opportunity for its clients. Because of KeyStone’s breadth of industry contacts and relationships, KeyStone frequently facilitate and help create teams of multiple companies to pursue targets of opportunity. On each occasion, KeyStone becomes accessible to potential new clients by brokering the relationships.

The GovCon Market Defined

KeyStone defines the GovCon market as:

“The economic system through which different companies compete with each other to sell their services

or products to the Government.”

A government contractor is an organization — either for profit or non-profit — that produces goods or services under a contract for the government. The GovCon market functions at the intersection of government and private industry.

Size of GovCon Market—Leading Market Metrics

The GovCon market is massive. The U.S. Federal Government is estimated to procure between $450 billion and $500 billion annually for products and services from the private sector — making it the world’s largest customer. KeyStone is positioned to become a leading provider of outsourced services to government contractors.

Government Contracting Sector Outlook

KeyStone’s management believes the outlook for the GovCon sector for GFY 2017 (the federal government fiscal year starts on October 1 and ends on September 30) is promising. With the new administration brings new contracting opportunity. An anticipated emphasis in defense, infrastructure and homeland security spending could place KeyStone in a favorable position.

KeyStone’s management believes the following indicators suggest an upturn in the market:

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KeyStone’s management believes that GovCon’s future appears bright. The following chart provides a recap of federal government spending, demonstrating the size and scope of the GovCon market.

Source: USAspending.gov

Our Growth Strategy

KeyStone intends to bring together in one platform many of the products, services, and expertise used by both the public and private sector groups in the GovCon market. The intent of KeyStone’s management is to set up a structure of “cross pollination” and “cross selling” among all companies throughout the platform. This gives KeyStone a strong marketing tool which KeyStone’s management believes will help us achieve our vision.

KeyStone intends to acquire companies that provide a wide range of complementary services as described below. KeyStone’s acquisition strategy is to buy well-run profitable businesses, like AOC Key Solutions, focusing on top-line revenues to achieve critical mass while concurrently leveraging KeyStone’s platform to create economies of scale and best practices. KeyStone’s strategy targets companies that provide both vertical and horizontal integrated services. KeyStone’s management intends for any such acquisitions to become 100% wholly-owned subsidiaries of KeyStone. KeyStone’s management does not anticipate that KeyStone’s ownership in any particular acquisition will be less than 80%. KeyStone’s management does not believe that its acquisition strategy will cause KeyStone to become an “investment company” under the 1940 Act, nor does it intend to become one.

A vertical is a company that provides products and services within the GovCon market that are compatible and synergistic, and supplement those currently provided by KeyStone. Through strategic acquisitions of verticals, KeyStone’s plan is to be the preeminent source for many of the services and products required to provide end-to-end support to government contractors.

GovCon verticals under consideration include companies engaged in staffing and recruiting, back office support services, information technology support, operations and contract performance, opportunity identification tracking and pipeline management services, teaming solutions, training and business development, price-to-win strategies, hardware and product offerings, traditional and social media services, M&A-related products and services, market research, specialized insurance, government executive recruiting, event planning and concierge services and logistics. KeyStone may consider investing in more than one company in any vertical category if it is a strategic fit.

A horizontal is a company that provides products and services that compete in whole or in part with AOC Key Solutions, which operates in a highly-fragmented market. No single firm is dominant in the market and none has a large market share. As part of KeyStone’s growth strategy, KeyStone will seek to acquire firms that are qualified, meet its standards and offer a supportable business case.

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In the past KeyStone has been presented with numerous opportunities where a potential client has asked KeyStone to go at risk in some fashion in pursuit of a particular contract opportunity. The likely recipients of any direct investments are high potential/high performing companies, primarily, but not exclusively, small businesses. Candidates could also include firms whose owners are executing a growth or exit strategy and are positioning themselves for an eventual liquidity event.

These types of investments may be deployed in certain sectors of the GovCon market including but not limited to: information technology; health care; national defense; homeland security; energy and the environment; maintenance and operation of government facilities and infrastructure; architecture, engineering, and construction; transportation; law enforcement; and new and emerging market sectors.

Properties

KeyStone’s principal properties as of the date of this information statement/prospectus are set forth below:

KeyStone’s management believes KeyStone’s existing facilities are adequate to meet its current needs and it can renew its existing leases or obtain alternate space on terms that would not have a material impact on KeyStone’s financial results.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

OF KEYSTONE

The tables below set forth information regarding the members of the KeyStone Board and non-director executive officers of KeyStone prior to and after the Effective Time with their ages as of August 1, 2017.

Prior to the Effective Time

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After the Effective Time

Executive Officers and Directors

Below is set forth the biography of Greg McCarthy, who, prior to the Effective Time, is a director of KeyStone but who shall not serve on the board of directors of any of Novume, KeyStone or Brekford after the Effective Time.

Greg McCarthy, Chief Executive Officer of AOC Key Solutions and Member of the KeyStone Board

Greg McCarthy has over 25 years of sales management, marketing, capture and proposal experience. As President, Mr. McCarthy is responsible for overseeing the high degree of customer satisfaction that our clients expect. Mr. McCarthy has worked in virtually every role of the bid and proposal process, including proposal management, proposal writing, orals coach, and compliance manager.

Mr. McCarthy also leads the Key Solutions group specializing in Third Party Performance Assessments. In that capacity, he has interviewed more than 1,000 government personnel regarding contractor performance across dozens of government agencies, giving him “front line” experience in understanding Government needs and translating that understanding into winning proposals. As former COO of AOC Key Solutions, Mr. McCarthy was honored with Smart CEO Magazine’s Executive Management Award.

KEYSTONE DIRECTOR COMPENSATION

The following table sets forth the compensation paid to all persons who served as members of the KeyStone board (other than our named executive officers) during 2016:

Director Compensation

Directors who are officers or employees of KeyStone are not entitled to compensation for services as a director. KeyStone’s independent director, Glenn Goord, received annual compensation of $24,000 in equal quarterly installments. Mr. Goord also received options to purchase 25,000 shares of KeyStone Common Stock.

Non-Independent Compensation Committee

Although the KeyStone Board consists of six members, only two are independent and the remaining four are KeyStone’s executive officers. Therefore KeyStone does not currently have a Compensation Committee comprised of a majority of independent directors. Decisions concerning matters such as compensation packages to KeyStone’s officers may be made by existing members of the KeyStone Board, who may have a direct or indirect interest in the outcome of those decisions.

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KEYSTONE EXECUTIVE COMPENSATION

Prior to the Effective Time

The following table sets forth information about the annual compensation of each of the principal executive officer, principal financial officer and three highest paid persons who were executive officers of KeyStone during the fiscal years ended December 31, 2016 and 2015, and of Harry Rhulen, who would have been required to be included in this table but for the fact that he was not an executive officer of KeyStone as of December 31, 2016. While all named executive officers were eligible for bonuses in 2016, due to the startup nature of KeyStone operations and because the first closing of the Reg A Offering did not occur until December 23, 2016, management elected to only issue a bonus to Gregory McCarthy for AOC Key Solutions and individual sales performance.

Bonus Eligibility

Bonuses for the executive officers may be conditioned on the achievement of objective goals, which may not be waived after being set, based on one or more of the following performance measures: earnings; operating profits (including measures of earnings before interest, taxes, depreciation and amortization; free cash flow or adjusted free cash flow; cash from operating activities; revenues; net income (before or after tax); financial return ratios; market performance; stockholder return and/or value; net profits; earnings per share; profit returns and margins; stock price; working capital; capital investments; returns on assets; returns on equity; returns on capital investments; selling, general and administrative expenses; discounted cash flows; productivity; expense targets; market share; cost control measures; strategic initiatives; changes between years or periods that are determined with respect to any of the above-listed performance criteria; net present value; sales volume; cash conversion costs; leverage ratios; maintenance of liquidity; integration of acquired businesses; operational efficiencies, including Lean Six Sigma initiatives; regulatory compliance, including the Sarbanes-Oxley Act of 2002; and economic profit.

Employment Agreements

For a description of KeyStone’s employment agreements with its executive officers, see “Novume Executive Compensation—Employment Agreements.”

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KEYSTONE SOLUTIONS, INC. 2016 EQUITY AWARD PLAN

In May 2016, the KeyStone Board and the stockholders unanimously approved and adopted the KeyStone Solutions, Inc. 2016 Equity Award Plan (the “KeyStone Equity Award Plan”). The purpose of the KeyStone Equity Award Plan is to promote the interests of KeyStone (including its subsidiaries and affiliates, if any) and its stockholders by using equity interests in KeyStone to attract, retain and motivate its management, nonemployee directors and other eligible persons and to encourage and reward their contributions to KeyStone’s performance and profitability. The KeyStone Board believes that the ability to provide equity-based incentives will be vital to KeyStone’s ability to continue to attract and retain individuals in the competitive labor markets in which we compete.

The total shares of KeyStone Common Stock issuable under the Plan is 693,926 shares. The total number of options issued under the KeyStone Equity Award Plan is 450,900. The total shares of KeyStone Common Stock available under the KeyStone Equity Award Plan is 243,026.

Highlights of the Plan

The Plan permits KeyStone to take a flexible approach to its equity awards by permitting the grant of restricted stock, restricted stock units, restricted stock purchase rights, stock options, stock appreciation rights, performance awards and other stock awards. KeyStone has also designed the KeyStone Equity Award Plan to include a number of provisions that KeyStone’s management believes promote best practices by reinforcing the alignment of equity compensation arrangements for nonemployee directors, officers, employees, consultants and stockholders’ interests. These provisions include, but are not limited to, the following:

No Discounted Awards. Awards that have an exercise price cannot be granted with an exercise price less than the fair market value on the grant date.

No Repricing Without Stockholder Approval. KeyStone cannot, without stockholder approval, reduce the exercise price of an award (except for adjustments in connection with a KeyStone recapitalization), and at any time when the exercise price of an award is above the market value of KeyStone Common Stock, KeyStone cannot, without stockholder approval, cancel and re-grant or exchange such award for cash, other awards or a new award at a lower (or no) exercise price.

No Evergreen Provision. There is no evergreen feature under which the shares of common stock authorized for issuance under the KeyStone Equity Award Plan can be automatically replenished.

No Automatic Grants. The KeyStone Equity Award Plan does not provide for “reload” or other automatic grants to recipients.

No Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, unless approved by the Administrator.

No Tax Gross-Ups. The Plan does not provide for any tax gross-ups.

No liberal change-in-control definition. The change-in-control definition contained in the KeyStone Equity Award Plan is not a “liberal” definition that would be activated on mere stockholder approval of a transaction.

“Double-trigger” change in control vesting. If awards granted under the KeyStone Equity Award Plan are assumed by a successor in connection with a change in control of KeyStone, such awards will not automatically vest and pay out solely as a result of the change in control, unless otherwise expressly set forth in an award agreement.

No dividends on unearned performance awards. The KeyStone Equity Award Plan prohibits the current payment of dividends or dividend equivalent rights on unearned performance-based awards.

Limitation on amendments. No amendments to the KeyStone Equity Award Plan may be made without stockholder approval if any such amendment would materially increase the number of shares reserved or the per-participant award limitations under the KeyStone Equity Award Plan, diminish the prohibitions on repricing stock options or stock appreciation rights, or otherwise constitute a material change requiring stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of the principal exchange on which KeyStone’s shares are traded.

Administered by the Administrator. The KeyStone Equity Award Plan is administered by the KeyStone Board (in such capacity, the “Administrator”).

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Clawbacks. Awards based on the satisfaction of financial metrics that are subsequently reversed, due to a financial statement restatement or reclassification, are subject to forfeiture.

Plan Principal Features

The principal features of the KeyStone Equity Award Plan are summarized below. This summary is not complete, however, and is qualified by the terms of the KeyStone Equity Award Plan, a copy of which is filed as Exhibit 10.8 to this Registration Statement.

Shares Available Under the Plan

The maximum aggregate number of shares of KeyStone Common Stock available for issuance under the KeyStone Equity Award Plan is 695,913. Shares subject to an award may be authorized but unissued, or reacquired shares of KeyStone Common Stock or treasury shares. If an award under the KeyStone Equity Award Plan expires or becomes unexercisable without having been exercised in full, or an award is settled for cash, the unissued shares that were subject to the award will become available for future grant under the KeyStone Equity Award Plan, as will any shares that are withheld by KeyStone when an option is exercised or tax withholdings are satisfied by the tendering of shares. However, shares that have actually been issued under the KeyStone Equity Award Plan will not be returned to the KeyStone Equity Award Plan and will not be available for future distribution under the KeyStone Equity Award Plan.

Plan Administration

The KeyStone Equity Award Plan is administered by the Administrator. The Administrator has the exclusive authority, subject to the terms and conditions set forth in the KeyStone Equity Award Plan, to determine all matters relating to awards under the KeyStone Equity Award Plan, including the selection of individuals to be granted an award, the type of award, the number of shares of KeyStone Common Stock subject to an award, and all terms, conditions, restrictions and limitations, if any, including, without limitation, vesting, acceleration of vesting, exercisability, termination, substitution, cancellation, forfeiture, or repurchase of an award and the terms of any instrument that evidences the award.

Term

The KeyStone Equity Award Plan provides that it will continue in effect for a term of ten (10) years, unless sooner terminated pursuant to its provisions. The KeyStone Equity Award Plan will be terminated at the Effective Time.

Eligibility

Awards under the KeyStone Equity Award Plan may be granted to employees (including officers), consultants and directors of KeyStone, its subsidiaries and affiliates. In addition, an award under the KeyStone Equity Award Plan may be granted to a person who is offered employment by KeyStone or a subsidiary or affiliate, provided that such award shall be immediately forfeited if such person does not accept such offer of employment within an established time period. If otherwise eligible, an employee, consultant or director who has been granted an award under the KeyStone Equity Award Plan may be granted other awards. Although all employees of KeyStone, its subsidiaries and affiliates are eligible to receive awards under the KeyStone Equity Award Plan, it is not possible to estimate the number of additional individuals who may become eligible to receive awards under the KeyStone Equity Award Plan from time to time.

Awards

The KeyStone Equity Award Plan is broad-based and flexible, providing for awards to be made in the form of (a) restricted stock and restricted stock units, (b) restricted stock purchase rights, (c) incentive stock options, which are intended to qualify under Section 422 of the Code, (d) non-qualified stock options, which are not intended to qualify under Section 422 of the Tax Code, (e) stock appreciation rights, (f) performance awards, (g) performance shares, (h) performance units or (i) other stock-based awards that relate to or serve a similar function to the awards described above. Awards may be made on a standalone, combination or tandem basis. Additional information about some of the awards is set forth below.

Restricted Common Stock Awards, Restricted Stock Purchase Rights and Restricted Stock Units

Awards of Restricted KeyStone Common Stock, Restricted Stock Purchase Rights and Restricted Stock Units. Awards of restricted KeyStone Common Stock and grants of restricted stock purchase rights are shares of KeyStone Common Stock awarded or granted to the recipient, all or a portion of which are subject to a restriction period set by the Administrator during which restriction period the recipient or purchaser shall not be permitted to sell, transfer or pledge the restricted common stock. Restricted stock units are notional

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accounts that are valued solely by reference to shares of KeyStone Common Stock, subject to a restriction period set by the Administrator and payable in KeyStone Common Stock, cash or a combination thereof. The restriction period for both restricted stock and restricted stock units may be based on period of service, which shall not be less than one (1) year, performance of the recipient or KeyStone, its subsidiaries, divisions or departments for which the recipient is employed or such other factors as the Administrator may determine.

Rights as a Stockholder. Subject to any restrictions set forth in the award agreement, a recipient or purchaser of restricted KeyStone Common Stock will possess all of the rights of a holder of common stock of KeyStone, including the right to vote and receive dividends. Cash dividends on the shares of KeyStone Common Stock that are the subject of an award agreement shall be paid in cash to the recipient or purchaser and may be subject to forfeiture as set forth in the award agreement. The recipient of restricted stock units shall not have any of the rights of a stockholder of KeyStone; the Administrator shall be entitled to specify with respect to any restricted stock unit award that upon the payment of a dividend by KeyStone, KeyStone will hold in escrow an amount in cash equal to the dividend that would have been paid on the restricted stock units had they been converted into the same number of shares of KeyStone Common Stock and held by the recipient on that date. Upon adjustment and vesting of the restricted stock unit, any cash payment due with respect to such dividends shall be made to the recipient.

Termination of Employment, Consultancy or Director Relationship. Generally, upon termination of employment, consultancy or a director relationship for any reason during the restricted period, the recipient or purchaser will forfeit the right to the shares of restricted KeyStone Common Stock to the extent that the applicable restrictions have not lapsed at the time of such termination.

Common Stock Options

Types. Stock options to purchase shares of KeyStone Common Stock may be granted under the KeyStone Equity Award Plan to directors and consultants in the form of nonqualified stock options and to employees in the form of incentive stock options or nonqualified stock options.

Exercise Price. The per share exercise price for shares underlying common stock options will be determined by the Administrator, provided that the exercise price must be at least equal to 100% of the fair market value per share of common stock on the date of grant. In the case of an incentive stock option granted to an employee who, at the time of grant, owns more than 10% of the total combined voting power of all classes of stock of KeyStone, the per share exercise price must be at least equal to 110% of the fair market value per share of common stock on the date of grant.

Term of Option; Vesting. The term during which a common stock option may be exercised will be determined by the Administrator, provided that no common stock option will be exercisable more than ten (10) years from the date of grant. In the case of an incentive stock option granted to an employee who, at the time of grant, owns more than 10% of the total combined voting power of all classes of stock of KeyStone or its subsidiaries or affiliates, the term of such common stock option may not be more than five (5) years. The Administrator has full authority, subject to the terms of the Plan, to determine the vesting period or limitation or waiting period with respect to any common stock option granted to a participant or the shares purchased upon exercise of such option; provided, however, that such vesting restriction or limitation or waiting period shall not be less than one (1) year. In addition, the Administrator may, for any reason, accelerate the exercisability of any common stock option.

Other Awards

Stock Appreciation Rights. The Administrator may grant to an employee, consultant or a director a right to receive the excess of the fair market value of shares of KeyStone Common Stock on the date the stock appreciation right is exercised over the fair market value of such shares on the date the stock appreciation right was granted. Such spread may, in the sole discretion of the Administrator, be paid in cash or common stock or a combination of both.

Performance Awards. The Administrator may grant performance awards to employees based on the performance of a recipient over a specified period. Such performance awards may be awarded contingent upon future performance of KeyStone or its affiliates or subsidiaries during that period. A performance award may be in the form of common stock (or cash in an amount equal to the fair market value thereof) or the right to receive an amount equal to the appreciation, if any, in the fair market value of common stock over a specified period. Performance awards may be paid, in the Administrator’s discretion, in cash or stock or some combination thereof. Each performance award will have a maximum value established by the Administrator at the time the award is made. Unless otherwise provided in an award agreement or by the Administrator, performance awards terminate if the recipient does not remain an employee of KeyStone, or its affiliates or subsidiaries, at all times during the applicable performance period.

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Other Stock-Based Awards. The Administrator may, in its discretion, grant other stock-based awards that are related to or serve a similar function to the awards described above.

Material Terms of Performance Goals for Qualified Performance-Based Compensation

Under section 162(m) of the Code, in order for KeyStone to deduct compensation in excess of $1,000,000 that is paid in any year to any “covered employee,” such compensation must be treated as “qualified performance-based,” within the meaning of section 162(m) of the Tax Code. A “covered employee” is defined under section 162(m) of the Code as a company’s principal executive officer or any of such company’s three other most highly compensated executive officers named in the proxy statement (other than the principal executive officer or principal financial officer). Section 7 of the KeyStone Equity Award Plan sets forth the procedures the Administrator should follow to avoid the deductibility limitations of section 162(m) of the Tax Code when making long-term incentive performance awards under the KeyStone Equity Award Plan to current covered employees and employees whom the Administrator anticipates may become covered employees between the time of grant and payment of the award. However, there can be no guarantee that amounts payable under the Plan will be treated as “qualified performance-based” compensation and KeyStone reserves the flexibility to pay nondeductible compensation when necessary to achieve our compensation objectives.

Among other things, in order for an award under Section 7 of the KeyStone Equity Award Plan to be treated as “qualified performance-based” compensation that is not subject to the $1,000,000 cap, stockholder approval of the material terms of the performance goals is required at least every five (5) years. The material terms include the employees eligible to receive the compensation, a description of the performance criteria and the maximum amount of compensation that may be paid to any one employee. A description of the material terms for qualified performance-based compensation in the KeyStone Equity Award Plan follows.

Employees Eligible to Receive Compensation. A performance-based award under the KeyStone Equity Award Plan may be granted to employees (including officers) of KeyStone, its subsidiaries and affiliates. In addition, a performance-based award may be granted to a person who is offered employment by KeyStone or a subsidiary or affiliate, provided that such award shall be immediately forfeited if such person does not accept such offer of employment within an established time period.

Performance Criteria. When making an award under the KeyStone Equity Award Plan, the Administrator may designate the award as “qualified performance-based compensation,” which means that performance criteria must be satisfied in order for an employee to be paid the award. Qualified performance-based compensation may be made in the form of restricted common stock, restricted stock units, common stock options, performance shares, performance units or other stock equivalents. Section 7 of the KeyStone Equity Award Plan includes the performance criteria the Administrator has adopted, subject to stockholder approval, for a “qualified performance-based compensation” award, which shall consist of objective tests based on one or more of the following:

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Performance criteria may be measured solely on KeyStone, subsidiary or business unit basis, on specific capital projects or groups of projects or a combination thereof. Further, performance criteria may reflect absolute entity performance or a relative comparison of entity performance to the performance of one or more peer groups of entities or other external measure of the selected performance criteria. The measure for any such award may include or exclude items to retain the intents and purposes of specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts, acceleration of payments, costs of capital invested, discount factors, and any unusual or nonrecurring gain or loss. In order to qualify as performance-based under section 162(m) of the Code, the performance criteria will be established before 25% of the performance period has elapsed and will not be subject to change (although future awards may be based on different performance criteria). The performance periods may extend over one to five calendar years, and may overlap one another.

Other Provisions

Termination, Amendment and Employee Retirement Income Security Act of 1974 (“ERISA”) Status. The KeyStone Equity Award Plan provides that the Administrator may generally amend, alter, suspend or terminate the KeyStone Equity Award Plan and the Administrator may prospectively or retroactively amend any or all of the terms of awards granted under the KeyStone Equity Award Plan, so long as any such amendment does not impair the rights of any recipient without the recipient’s consent. Stockholder approval is required for any material KeyStone Equity Award Plan amendment or any amendment necessary to comply with the Tax Code or any other applicable laws or stock exchange requirements. The KeyStone Equity Award Plan is not subject to the provisions of ERISA.

Anti-dilution Provisions. Subject to any required action by the stockholders of KeyStone, the number of shares of common stock covered by each outstanding award (and the purchase or exercise price thereof), and the number of shares of common stock that have been authorized for issuance under the KeyStone Equity Award Plan, but as to which no awards have yet been granted (or which have been returned to the KeyStone Equity Award Plan upon cancellation or expiration of an award or the withholding of shares by the KeyStone) will be proportionately adjusted to prevent dilution or enlargement of rights in the event of any stock split, stock dividend, combination or reclassification of the common stock or other relevant capitalization change.

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Prohibition on Loans to Participants. KeyStone may not lend money to any participant under the KeyStone Equity Award Plan for the purpose of paying the exercise or base price associated with any award or for the purpose of paying any taxes associated with the exercise or vesting of an award.

Withholding Obligations. KeyStone may take such steps as are considered necessary or appropriate for the withholding of any federal, state, local or foreign taxes of any kind that KeyStone is required by any law or regulation of any governmental authority to withhold in connection with any award under the KeyStone Equity Award Plan, including, without limiting the generality of the foregoing, the withholding of all or any portion of any payment or the withholding of the issue of common stock to be issued under the KeyStone Equity Award Plan, until such time as the recipient has paid KeyStone for any amount KeyStone is required to withhold with respect to taxes. Unless otherwise determined by the Administrator, withholding obligations may be settled with vested common stock, including vested common stock that is part of the award that gives rise to the withholding requirement. The Administrator may establish such procedures as it deems appropriate, including the making of irrevocable elections, for the settlement of withholding obligations with vested common stock.

Potential Dilutive Impact of KeyStone Equity Award Plan

KeyStone is committed to effectively managing its employee equity compensation programs while minimizing stockholder dilution. For this reason, in administering KeyStone’s equity compensation program, KeyStone considers both KeyStone’s “burn rate” and “overhang” in evaluating the impact of the program on KeyStone’s stockholders. KeyStone define “burn rate” as the number of equity awards granted during the year, divided by the weighted average number of shares of KeyStone Common Stock outstanding during the period. The burn rate measures the potential dilutive effect of KeyStone’s equity grants. KeyStone defines “overhang” as the number of full value awards granted (but not yet vested or issued) and stock options granted (but not yet exercised) divided by the number of shares of common stock outstanding at the end of the period.

Certain Federal Income Tax Consequences

The following is a brief summary of the principal federal income tax consequences of the receipt of restricted common stock and restricted stock units, the grant and exercise of common stock options awarded under the KeyStone Equity Award Plan and the subsequent disposition of shares acquired upon such exercise and the receipt of certain other awards under the Plan. This summary is based upon the provisions of the Code as in effect on the date of this offering circular, current regulations adopted and proposed thereunder and existing judicial decisions, as well as administrative rulings and pronouncements of the Internal Revenue Service (all of which are subject to change, possibly with retroactive effect). This summary is not intended to be exhaustive and does not describe all federal, state or local tax laws. Furthermore, the general rules discussed below may vary, depending upon the personal circumstances of the individual holder. Accordingly, participants should consult a tax advisor to determine the income tax consequences of any particular transaction.

Taxation of Restricted KeyStone Common Stock. In general, except in the case of an election under section 83(b) of the Code, a participant will not incur any tax upon the grant of shares of stock which are subject to a substantial risk of forfeiture. However, when the restrictions lapse or the shares become freely transferable, the participant will recognize ordinary income equal to the fair market value of the applicable shares at such time, less the amount, if any, paid for such shares, unless the participant has made a section 83(b) election with respect to such shares or has elected to defer receipt of such shares, as discussed below.

If a participant makes a section 83(b) election within 30 days of a grant of restricted KeyStone Common Stock, the participant will recognize ordinary income at the time of grant in an amount equal to the difference between the fair market value of the restricted shares on the grant date and the amount, if any, paid for such restricted shares. If the participant makes such an election, he or she will not recognize any further income with respect to such shares solely as a result of a later lapse of the restrictions.

If a participant holds the restricted KeyStone Common Stock as a capital asset after the earlier of either (1) the vesting of such restricted KeyStone Common Stock or (2) the making of a timely section 83(b) election with respect to such restricted KeyStone Common Stock, any subsequent gain or loss will be taxable as long-term or short-term capital gain or loss, depending upon the holding period. For this purpose, the basis in the restricted KeyStone Common Stock generally will be equal to the sum of the amount (if any) paid for the restricted KeyStone Common Stock and the amount included in ordinary income as a result of the vesting event or section 83(b) election, as applicable; provided, however, that, if a participant forfeits restricted KeyStone Common Stock with respect to which a section 83(b) election was made prior to vesting, the participant’s capital loss is limited to the amount (if any) paid for such restricted KeyStone Common Stock.

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In general, at the time a participant recognizes ordinary income with respect to the restricted KeyStone Common Stock, KeyStone will be entitled to a deduction in an amount equal to the ordinary income recognized by the participant, which deduction may be limited by section 162(m) of the Code.

Taxation of Restricted Stock Units; Stock Appreciation Rights; Performance Shares and Performance Units. In general, a participant will not incur any tax upon the grant of restricted stock units, stock appreciation rights, performance shares or performance units. However, when the restrictions lapse, the participant will recognize ordinary income in an amount equal to the sum of the cash and the fair market value of any property received.

Taxation of Non-Qualified Stock Options. In general, a participant will not recognize any income upon the grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, however, a participant generally will recognize ordinary income in an amount equal to the excess of the fair market value of the non-qualified option stock on the date of exercise over the exercise price (i.e., the “spread”) and KeyStone will be entitled to a deduction in an equal amount, which may be limited by section 162(m) of the Code.

Upon subsequent sales of shares obtained through the exercise of non-qualified stock options, the participant may realize short-term or long-term capital gain or loss, depending upon the holding period of the shares, if such shares constitute capital assets in the participant’s hands. The gain or loss will be measured by the difference between the sales price and the tax basis of the shares sold. The tax basis for this purpose generally will be fair market value of the shares on the date of exercise.

Taxation of Incentive Stock Options. A participant who is granted an incentive stock option does not recognize taxable income at the time the option is granted or upon its exercise, although the exercise is an adjustment item for alternative minimum tax purposes and may subject the participant to alternative minimum tax. If the shares acquired upon exercise are sold after the expiration of two years from the grant of the option and one year after exercise of the option, any gain or loss is treated as long-term capital gain or loss. If these holding periods are not satisfied, the participant recognizes ordinary income at the time of disposition equal to the difference between the exercise price and the lower of (1) the fair market value of the shares at the date of the option exercise or (2) the sale price of the shares. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income is treated as long-term or short-term capital gain or loss, depending on the holding period. Unless limited by section 162(m) of the Tax Code, KeyStone is generally entitled to a deduction in the same amount as the ordinary income recognized by the participant.

Taxation of Other Stock Based Awards. Other awards may be granted under the KeyStone Equity Award Plan. Since the amount, character and timing of income recognized in connection with such awards will vary depending upon the specific terms and conditions of such awards, no information regarding the tax consequences of the receipt of such awards may be provided at this time.

Tax Withholding. The obligations of KeyStone under the KeyStone Equity Award Plan are conditioned upon proper arrangements being in place with participants in the KeyStone Equity Award Plan for the payment of withholding tax obligations. Unless otherwise determined by the Administrator, withholding tax obligations may be settled with shares of KeyStone Common Stock, including shares that are part of the award that gives rise to the withholding obligation.

In light of the factors described above, the Administrator believes that the ability to grant equity compensation is vital to KeyStone’s ability to continue to attract, motivate, reward, and retain individuals.

KEYSTONE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

General

The information provided in this discussion and analysis of KeyStone’s financial condition and results of operations covers the three months ended March 31, 2017 and 2016 and the years ended December 31, 2016 and 2015. Subsequent to December 31, 2016, KeyStone completed the acquisition of Firestorm (described below) and entered into the Merger Agreement with Novume and Brekford that is the subject of this information statement/prospectus. As of the date of hereof, Novume has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the KeyStone, Firestorm and Brekford assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform KeyStone’s, Firestorm’s and Brekford’s accounting policies to Novume’s accounting policies. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the Novume’s consolidated balance sheet and/or statements of operations, which will include operations of KeyStone, Firestorm and Brekford.

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