================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-K CURRENT REPORT Pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934 -------- May 6, 2005 Date of Report (Date of earliest event reported) THE FLAMEMASTER CORPORATION --------------------------- (Exact name of registrant as specified in charter) NEVADA 0-2172 95-2018730 ------ ------ ---------- (state or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 11120 SHERMAN WAY SUN VALLEY, CALIFORNIA 91352 (Address of principal executive offices and zip code) (818) 982-1650 (Registrant's telephone number, including area code) (818) 765-5603 (Registrant's facsimile number including area code) NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Flamemaster Corporation (NASDAQ "FAMEC") disclosed today that it has received a NASDAQ staff determination on May 5, 2005 indicating that the Company fails to comply with the following NASDAQ marketplace rules: Rule 4310 ( C)(17) Regarding notification of the issuance of additional shares: Rule 4350(i)(1)( C) Regarding shareholder approval; Rule 4330(f) Regarding reverse mergers. Flamemaster received the NASDAQ staff determination letter due to concerns over the recent transactions with Best Candy & Tobacco Co. The Company is consulting with council regarding a response, but as of this date, has not determined a course of action. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS Exhibits Description - -------- ----------- 99 Press Release dated May 6, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLAMEMASTER CORPORATION ------------------------------ (Registrant) Date: May 6, 2005 /s/ JOSEPH MAZIN ------------------------------ (Signature) Joseph Mazin, President and Chairman and Chief Executive Officer