SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) - October 14, 2008
LIQUOR GROUP WHOLESALE, INC.
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(Exact Name of Registrant as Specified in Charter)
COLORADO 333-147526 84-1039267
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(State or Other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of Incorporation)
4600 Touchton Road
Building 100, Suite 150
Jacksonville, FL 32224
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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)
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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
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On October 14, 2008, Liquor Group Wholesale, Inc. LIQR.OB (the "Company")
issued a press release announcing, among other things, its financial results for
the year and three months ended August 31, 2008. A copy of the Release is
furnished as Exhibit 99, together with the Company's unaudited financial
statements for the year and three months ended August 31, 2008.
Item 7.01. Regulation FD Disclosure.
See Item 2.02 of this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99 Press Release and unaudited financial statements. .
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Liquor
Group Wholesale, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LIQUOR GROUP WHOLESALE, INC.
By: /s/Jason Bandy
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Jason Bandy
Chief Financial Officer
Date: October 14, 2008
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EXHIBIT INDEX
Exhibit No. Description
99 Press Release and unaudited financial statements.
Liquor Group Wholesale, Inc. Announces Fiscal 2008 Results; Operating Income at
22% - Profitable for the year, Unaffected by the Credit Crunch
Jacksonville, Florida October 14, 2008: Liquor Group Wholesale, Inc. (OTCBB:
LIQR) today announced its results for their fiscal fourth quarter of 2008.
The Company announced unaudited net income on a U.S. GAAP basis of $324,923 or
$0.037 per share, for the fourth quarter of its fiscal year and overall
unaudited results of fiscal 2008. These figures include the costs of the merger
with North American Food & Beverage including the time consuming and costly
process of bringing the newly merged Company back into full reporting compliance
with the Securities and Exchange Commission to allow it to trade again on the
public markets.
Some of the Company's key financial highlights for the fiscal year of 2008
include the following:
o Gross margin of 30%
o Operating income of 22.6%
o Cash Flow from Operations of $0.034 per share (9.5 Million weighted
average in Q4)
o $19,025,702 Market Capitalization ($2.00 per share S1 price)
o 33.5% Net Income
o Current Ratio of +1.21 (Liquidity)
C. J. Eiras, President and CEO commented, "The Company has continued to see
positive developments in its operations as evidenced by the strong performance
in the final quarter of our fiscal year. The Net Income of $324,923 from fourth
quarter operations demonstrates that even in this tough economy our Company was
still profitable. The continued expansion of high margin brand sales coupled
with increased market presence and continued growth of our portfolio has led to
positive sales."
Mr. Eiras continued, "The areas of our core business operations that have been
positively impacted by our current business practices are increased sales in
Control States due to new additions to our brand representation portfolio as
well as the expansion of our sales force selling products with increased margins
due to our buying power leverage. We believe that with some of the US's leading
premium products we can take advantage of the growing trends in the spirit and
wine market as well as the value priced products that are increasingly becoming
more main stream."
The Company earned net income per share of $0.038 for the quarter which would be
higher except for the one-time costs of the merger with North American Food and
Beverage Corp. The Company provides these results to investors so that they
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might gain better insight into its underlying business trends from continuing
operations. The Company also enjoys the use of a $22 million dollar net
operating tax loss captured from North American Food and Beverage in the merger
in August of 2007, an asset that has already come in handy every quarter this
year to offset tax due on net profits.
The Company does not use any form of bank financing, floor plans or other credit
facilities in its' business. The Company's business model provides insulation
from the current credit market squeeze. Distributors following the "traditional"
business model for spirits distribution must have access to credit in order to
pay for the supplies of products they buy for distribution. The Company's Patent
Pending bailment system allows the Company to pay only for the product sold with
collected funds, eliminating the need for increasingly expensive and tight
credit sources. This essential difference between the "traditional" and the
Company's business model increases the Company's access to many specialty and
mid-level brands as other distributors, following the "traditional" model, are
forced to eliminate brands in their portfolios as the credit crunch makes it
increasingly difficult for them to locate financing.
The Company currently represents more than 1700 spirit and wind brands in 31 US
States and is one of the top emerging national distributors of alcoholic
beverages in the US. The Company uses 31 state level customer distribution
centers to make available many of the world's leading alcohol beverage brands,
including Happy Vodka, Tequila, Rum and Gin, Trump Vodka and Trump Flavored
Vodkas, Pendleton's Canadian Whisky, Pravda Vodka, Old St Andrews Scotch Whisky,
Azzaro Wines, Old Whisky River Bourbon and many others ranging from value priced
to super premium. Liquor Group's Single Malt Scotch selection is among the
largest in the United States representing many top Scotch Specialists with
offerings from all major Scotch Distillers including: Macallan, Highland Park,
Glenlivet, Ardmore, Bowmore, Bruichladdich, Cao Isla, Longmorn, Edradour,
Rosebank, Mortlach, Glen Elgin, Old Pulteney and Craiganmore.
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
involve known and unknown risks and uncertainties that may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance, achievements expressed or implied by
forward-looking statements. Investors are cautioned that forward-looking
statements are not guarantees of future performance and that undue reliance
should not be placed on such statements. The Company undertakes no obligation to
publicly update, revise or restate any other forward-looking statements, whether
as a result of new information, future events or otherwise, unless required to
do so by securities laws. Investors are referred to the full discussion of risks
and uncertainties included in the Company's registration statement on Form S-1.
Contact:
Liquor Group Wholesale, Inc.
www.LiquorGroup.com
904-285-5885
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LIQUOR GROUP WHOLESALE, INC.
BALANCE SHEETS
AUGUST 31, 2008 (UNAUDITED) AND 2007
2008
(Unaudited) 2007
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ASSETS
Cash and cash equivalents $ 821 $ 130,000
Accounts receivable 1,994,609 1,328,774
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Total current assets 1,995,430 1,458,774
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TOTAL ASSETS $1,995,430 $1,458,774
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LIABILITIES
Accounts payable $1,261,524 $1,050,187
Other liabilities 226,503 239,779
Notes payable, unsecured, without
interest 78,900 78,900
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Total current liabilities 1,566,927 1,368,866
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COMMITMENTS AND CONTINGENCIES - -
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TOTAL LIABILITIES 1,566,927 1,368,866
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STOCKHOLDERS' EQUITY
Convertible preferred stock, Series A,
$0.0001 par value, 2,000,000 shares
authorized, issued and outstanding 953,460 95 95
Common stock, $0.0001 par value,
100,000,000 shares authorized, issued
and outstanding 9,512,851 at 2008 and
9,504,557 at 2007. 952 951
Additional paid in capital 24,839 46,660
Retained earnings 402,617 42,202
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Total stockholders' equity 428,503 89,908
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TOTAL LIABILITIES AND
STOSTOCKHOLDERS' EQUITY $1,995,430 $1,458,774
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LIQUOR GROUP WHOLESALE, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
AUGUST 31, 2008 (UNAUDITED) AND 2007
2008
(Unaudited) 2007
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SALES $1,075,694 $1,128,625
COST OF SALES 784,624 985,721
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GROSS PROFIT 291,070 142,904
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OPERATING EXPENSES
Professional and consulting fees 23,910 292
Personnel and administrative costs 24,047 34,580
Insurance 16,440 -
Interest expense 13,421 -
Rent 12,500 4,553
Licenses and fees 10,244 2,412
Bank service charges 7,863 12,642
Other 6,632 4,273
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Total operating expenses 115,057 58,752
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OTHER INCOME
Income from termination of vendor
contracts 184,402 -
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INCOME BEFORE PROVISION
FOR INCOME TAXES 360,415 84,152
PROVISION FOR INCOME TAXES - 31,666
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NET INCOME $ 360,415 $ 52,486
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LIQUOR GROUP WHOLESALE, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
AUGUST 31, 2008 (UNAUDITED) AND 2007
August 31, August 31,
2008 2007
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(Unaudited) (Unaudited)
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SALES $ 586,443 $ 374,514
COST OF SALES 404,987 332,841
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GROSS PROFIT 181,456 41,673
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OPERATING EXPENSES 40,935 6,927
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OTHER INCOME
Income from termination of vendor contracts 184,402 -
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INCOME BEFORE PROVISION
FOR INCOME TAXES 324,923 34,746
PROVISION FOR INCOME TAXES - 13,075
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NET INCOME $ 324,923 $ 21,671
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