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) October 20, 1998
----------------
APPLEWOODS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-27850 13-3859709
- --------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Formation)
15 WEST 26TH STREET, NEW YORK, NEW YORK 10010
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 679-8515
--------------
- --------------------------------------------------------------------------------
(Former name or former address, if changes since last report)
- --------------------------------------------------------------------------------
<PAGE>
Item 5. OTHER EVENTS.
On October 20, 1998, Applewoods, Inc. (the "Registrant") was advised by
The Nasdaq Stock Market that it did not comply with Marketplace Rule 4310(c)(14)
because it failed to file its Form 10-KSB for the fiscal year ended June 30,
1998 with The Securities and Exchange Commission and The Nasdaq Stock Market.
Accordingly, The Nasdaq Stock Market advised the Registrant that its
securities would be delisted effective on October 27, 1998. The Registrant has
applied for a hearing and intends to promptly file its Form 10-KSB upon
finalization of the audit of its financial statements. For additional
information please see Form 8-K filed on October 13, 1998. There is, however, no
assurance that the Registrant will be successful in satisfying the continued
listing requirements of The Nasdaq SmallCap Market. In such event, the
Registrant's shares of Common Stock will begin trading on the NASD OTC Bulletin
Board. As a result, the price of, and the volume of trading in, the Registrant's
securities may be negatively effected.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
(i) Letter from The Nasdaq SmallCap Market dated October 20,
1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
APPLEWOODS, INC.
By: /s/ DAVID H. KNIGHT
-------------------------------
David H. Knight
Chief Financial Officer
Dated: October 28, 1998
[NASDAQ LOGO]
The Nasdaq Stock Market, Inc.
1735 K Street NW
Washington, DC 20006-1500
202-496-2500
Fax 202-496-2698
VIA FACSIMILE/FED EX
October 20, 1998
Mr. Roger M. Buoy
Chief Executive Officer
Applewoods, Inc.
International House, Heathfield
Ind. Est., Newton Abbot
Devon, TQ126-RY ENGLAND
Dear Mr. Buoy:
As a public company with securities listed on The Nasdaq Stock Market, I am
certain you appreciate the importance of providing timely information to the
investment community. As such, you can understand our concern that Applewoods,
Inc. has not filed its Form 10-K for the fiscal year ended June 30, 1998 with
The Securities and Exchange Commission and The Nasdaq Stock Market, as required
by Marketplace Rule 4310(c)(14).(1)
Accordingly, the securities of Applewoods, Inc. will be delisted from The Nasdaq
SmallCap Market, effective with the opening of business on October 27, 1998.
Please note that the Company's Nasdaq symbol will be changed from "APWD" to
"APWDE", effective with the opening of the market on October 21, 1998 to reflect
the Company's filing deficiency.
The Company may seek further procedural remedies. For information regarding a
review of the staff's findings, please contact the Hearings Department at (202)
496-2635.
- -----------------
(1) Marketplace Rule 4310(c)(14) "The issuer shall file with Nasdaq three (3)
copies of all reports and other documents filed or required to be filed with the
Commission. An issuer that is not required to file reports with the Commission
shall file with Nasdaq (3) copies of the reports required to be filed with the
appropriate regulatory authority. All required reports shall be filed with
Nasdaq on or before the date they are required to be filed with the Commission
or appropriate authority. Annual reports filed with Nasdaq shall contain audited
financial statements." Filing and acceptance through the SEC's Edgar System
fulfills The Nasdaq Stock Market's filing requirements.
<PAGE>
If you have any questions concerning the compliance issues discussed above,
please contact Marilyn Bacot at (800) 955-8109.
Very truly yours,
/s/ KIT MILHOLLAND
- ----------------------------------
Kit Milholland
Assistant Director
Nasdaq Listing Qualifications
