amex8_k.htm
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): September 11, 2008
XELR8
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50875
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84-1575085
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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480
South Holly Street
Denver,
CO 80246
(Address
of principal executive offices, including zip code)
(303) 316-8577
(Registrant’s
telephone number, including area code)
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):
o Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
The
Company received a deficiency letter from the American Stock Exchange (Amex)
dated September 5, 2008, advising that, based upon its review of our Form 10-Q
for the three and six months ended June 30, 2008, we are not in compliance with
Amex's continued listing requirements. Specifically, the Company is not in
compliance with Section 1003(a)(i) of the Company Guide because the Company’s
stockholders’ equity was less than $2,000,000 and it had losses from continuing
operations and net losses in two of the last three most recent fiscal
years.
The
Company intends to submit a plan on or before October 6, 2008, to Amex which
will outline our plans to regain compliance with Amex' continued listing
standards identified above by March 5, 2010, and otherwise comply with all
requirements set forth by Amex. Final approval of this plan is
subject to the discretion of Amex.
On September 11, 2008, we issued a
press release announcing the matters discussed above. The full text of the press
release is attached as Exhibit 99.1 to this report.
Item
9.01 Financial
Statements and Exhibits
99.1 Press
Release
SIGNATURE
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.
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Dated: September
11, 2008
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XELR8
HOLDINGS, INC.
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By: /s/ John D.
Pougnet
John
D. Pougnet
Chief
Executive Officer & Chief Financial
Officer
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