Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8K
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Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 2010
LIQUOR GROUP WHOLESALE, INC.
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(Exact name of registrant as specified in its charter)
Colorado 000-22095 84-1039267
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(State or other jurisdiction of (Commission File (IRS Employer Identifi
incorporation) Number) -cation Number)
4600 Touchton Road, Building 100, Suite 150, Jacksonville, FL 32246
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(Address of Principal Executive Offices) (Zip Code)
904-285-5885
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Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The Company was unable to complete its 2008 FY audit within the requirement
times of SEC Reporting Rules and Regulations due to a change in auditor and
other issues. On January 8, 2010, the Board of Directors of Liquor Group
Wholesale, Inc. (the "Company") authorized the deregistration of the Company's
common shares with the SEC. The deletion from the OTC:BB quotes is expected to
become effective within the next few days. Upon the deletion of the Company's
stock from OTC:BB, it will trade on the Pink Sheets.
The Company had received notice on December 15, 2009 of FINRA's intent to delete
the Company from OTC:BB if the delinquent 10-K could not be filed by January 15,
2010. The Company determined it cannot achieve the completion of its audits to
file its 10-K for FY 2008 by January 15, 2010.
In approving this action, a special committee of the Company's Board of
Directors determined that it would be in the best interest of the Company and
its stockholders to delete and suspend its filing obligations as a reporting
company. In making that decision, the special committee considered several
factors, including the following:
(a) the Company has a limited number of stockholders of record;
(b) the significant costs associated with maintaining the Company's
status as a reporting company are expected to increasingly reduce
profitability;
(c) the limited volume of trading of the shares has resulting in the
shares not providing a practical source of capital for the
Company or liquidity for its stockholders;
(d) the inability of the Company to operate in compliance with SEC
and Sarbanes-Oxley Regulations with a Director that is unwilling
to fulfill their fiduciary duties to the shareholders; and
(e) no analysts currently cover the Company and its shares.
When it is current with its financial statements, the Company may
reconsider whether to file a new Form 10.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On January 11, 2010, the Company made a press release regarding the Company's
voluntary filing to delist its shares. The text of the press release is attached
hereto as Exhibit 99.1.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following is a complete list of exhibits filed as part of this
Report. Exhibit numbers correspond to the numbers in the exhibit table of Item
601 of Regulation S-K.
99.1 Press Release of the Company dated January 11, 2010 regarding
voluntary filing to deregister its shares
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LIQUOR GROUP WHOLESALE, INC.
(Registrant)
Dated: January 11, 2010 By: /s/ C.J. Eiras
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C.J. Eiras, Chief Executive Officer
