Current Report Filing (8-k)
18 Julio 2014 - 8:19AM
Edgar (US Regulatory)
UNITED STATES
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
Date of report (Date of earliest
event reported): July 18, 2014
Davi
Luxury Brand Group, Inc.
(Exact name of registrant as specified in its
charter)
Nevada |
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000-53609 |
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26-2463412 |
(State or other jurisdiction of incorporation or organization) |
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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9426 Dayton Way
Beverly Hills, CA 90210 |
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(Address of Principal Executive Offices) (Zip
Code)
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Registrant’s telephone number, including
area code: (310) 288-8393
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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 (see General
Instruction A.2. below):
| ¨ | 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 8.01 Other Events.
On July 18, 2014, Davi Luxury Brand
Group, Inc., a Nevada corporation (“Registrant”), issued a press release to announce that it will file a Form 15 with
the Securities and Exchange Commission to voluntarily deregister its common stock under the Securities Exchange Act of 1934.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this
Item 8.01.
Item 9.01 Financial Statements, Pro Forma Financial
Information and Exhibits.
(a). Press release of Davi Luxury Brand
Group, Inc., dated July 18, 2014.
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.
Date: July 18, 2014 |
DAVI LUXURY BRAND GROUP, INC.
By: /s/ Parrish Medley
Name: Parrish Medley
Title: President, Chief Executive Officer and Interim
Chief Financial Officer |
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Exhibit
99
DAVI Luxury Brand Group Announces Voluntary Deregistration
Beverly
Hills, CA. July 18, 2014 – DAVI
LUXURY BRAND GROUP INC. (“Company”) (OTC BB: MDAV) announced today that its board of directors has determined that
voluntarily deregistering the Company’s common stock from the reporting requirements of the Securities Exchange Act
of 1934, as amended (“Exchange Act”), are in the best interests of the Company. The Company is eligible to deregister
its stock because it has fewer than 300 stockholders of record.
Accordingly, the Company today filed a Form 15
with the Securities and Exchange Commission to deregister its common stock under Section 12(g) of the Securities Exchange Act of
1934 (“Exchange Act”), and to suspend the Company’s reporting obligations under Section 15(d) of the Exchange
Act. As a result of the filing of the Form 15, effective immediately, the Company no longer is required to file its periodic
reports and certain other Exchange Act reports with the SEC.
The decision of the Company's Board of Directors
to deregister its common stock was based on the consideration of numerous factors, including the large costs of preparing and filing
periodic reports with the SEC, the increased outside accounting, audit, legal and other costs and expenses associated with being
a public company, the burdens placed on Company’s management to comply with reporting requirements, and the low trading volume
in the Company's common stock.
The costs, resources, and management attention
being expended by the Company to remain an SEC reporting company were determined to be significantly greater than the possible
benefits received by the Company and its shareholders from continued registration. “We believe that the deregistering will reduce
the Company's administrative expenses, allow the Company to reinvest the savings in its products, and enable management to focus
more of its time and resources on operational matters directly impacting shareholder value.” said Parrish Medley.
The OTC Markets have informed the
Company that the Company's common stock will initially be quoted in the "Pink Sheets" (www.otcmarkets.com),
an electronic quotation service for over-the-counter securities, under the same “MDAV” ticker symbol. However,
there can be no assurance that any market maker or broker will continue to make a market in the Company's common stock.
About DAVI Luxury Brand Group, Inc.
DAVI Luxury Brand Group, Inc. is
a California based prestige beauty products company that develops, licenses and markets its luxury skincare products using the
antioxidants found in grape growing and winemaking process. The Company markets skincare products under the "DAVI®",
"DAVI NAPA®" , "DAVI SKIN®" and MERITAGE® registered brand names. The products are currently sold
in the U.S. as well as through its licensed partners in the Asian Pacific region. For more information, please visit www.daviskin.com.
Safe Harbor Cautionary Statement
Certain statements in this news release, including statements that
we "believe," "expect," "intend," "plan" or words of similar import, are forward-looking
information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of
1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this
release, including, without limitation, statements regarding potential future plans, new products and services and objectives of
the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements
will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.
This information is qualified in its entirety by cautionary statements and risk factors disclosure contained in certain of the
Company's Securities and Exchange Commission filings available at http://www.sec.gov, which
you should carefully review. Davi Luxury Brand Group, Inc. assumes no obligation to update or revise any forward-looking statements,
whether as the result of new developments or otherwise.
Contact:
President Name: Parrish Medley Phone: (310) 288.8393
E-mail: parrishmedley@daviskin.com
Davi Luxury Brand (CE) (USOTC:MDAV)
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