SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 11, 2010 (June 8, 2010)
Date of Report (Date of earliest event reported)
BWI HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 333-145471 N/A
(State or Other Jurisdiction (Commission IRS Employer
of Incorporation) File Number) Identification No.)
3915 - 61st Ave. S.E., Calgary, Alberta Canada T2C 1V5
(Address of Principal Executive Offices) (Zip Code)
(403) 255-2900
(Registrant's Telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
[ ] 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))
SECTION 7. REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
REVERSE STOCK SPLIT
On June 8, 2010, the Board of Directors of BWI Holdings, Inc., a Nevada
corporation (the "Corporation") authorized and approved a reverse stock split of
one for every ten (1:10) of the Corporation's total issued and outstanding
shares of common stock (the "Reverse Stock Split"). The Reverse Stock Split was
effectuated based on market conditions and upon a determination by the Board of
Directors that the Reverse Stock Split was in the Corporation's best interests
and those of its shareholders. Certain factors were discussed among the members
of the Board of Directors concerning the need for the Reverse Stock Split,
including: (i) current trading price of the Corporation's shares of common stock
on the OTC Bulletin Board and potential to increase the marketability and
liquidity of the Corporation's common stock; (ii) possible reluctance of
brokerage firms and institutional investors to recommend lower-priced stocks to
their clients or to hold in their own portfolios; and (iii) desire to meet
future requirements of per-share price and net tangible assets and shareholders'
equity relating to admission for trading on other markets;
The Reverse Stock Split will be effectuated on August 16, 2010 based upon the
filing with and acceptance by FINRA of the appropriate documentation. The
Reverse Stock Split will decrease the Corporation's total issued and outstanding
shares of common stock from 94,980,630 to 9,498,063 shares of common stock. The
common stock will continue to be $0.001 par value.
The Corporation's trading symbol on the Over-the-Counter Bulletin Board will
change to "BWIHD.PK". After twenty business days, the Corporation's trading
symbol will revert back to the original symbol of "BWIH.PK".
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.
BWI HOLDINGS, INC.
DATE: August 11, 2010
/s/ Jim Can
---------------------------------
Name: Jim Can
Title: President/Chief Executive Officer