The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete. |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
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OMB APPROVAL |
OMB Number: |
3235-0076 |
Estimated average burden |
hours per response: |
4.00 |
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1. Issuer's Identity
CIK (Filer ID Number) |
Previous Names |
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Entity Type |
0001456043 |
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X |
Corporation |
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Limited Partnership |
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Limited Liability Company |
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General Partnership |
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Business Trust |
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Other (Specify) |
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Name of Issuer |
PREMIER GROCERY INC |
Jurisdiction of Incorporation/Organization |
CALIFORNIA |
Year of Incorporation/Organization |
X |
Over Five Years Ago |
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Within Last Five Years (Specify Year) |
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Yet to Be Formed |
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2. Principal Place of Business and Contact Information
Name of Issuer |
PREMIER GROCERY INC |
Street Address 1 |
Street Address 2 |
11811 N TATUM BLVD |
SUITE 2400 |
City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
PHOENIX |
AZ |
85028 |
480-814-8016 |
3. Related Persons
Last Name |
First Name |
Middle Name |
Denton |
Bradley |
A. |
Street Address 1 |
Street Address 2 |
11811 N. Tatum Blvd. |
Suite 2400 |
City |
State/Province/Country |
ZIP/PostalCode |
Phoenix |
AZ |
85028 |
Relationship: |
X |
Executive Officer |
|
Director |
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Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Boney |
Shon |
Street Address 1 |
Street Address 2 |
11811 N. Tatum Blvd. |
Suite 2400 |
City |
State/Province/Country |
ZIP/PostalCode |
Phoenix |
AZ |
85028 |
Relationship: |
X |
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Boney |
Stan |
Street Address 1 |
Street Address 2 |
11811 N. Tatum Blvd. |
Suite 2400 |
City |
State/Province/Country |
ZIP/PostalCode |
Phoenix |
AZ |
85028 |
Relationship: |
X |
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Easler |
Kevin |
Street Address 1 |
Street Address 2 |
11811 N. Tatum Blvd. |
Suite 2400 |
City |
State/Province/Country |
ZIP/PostalCode |
Phoenix |
AZ |
85028 |
Relationship: |
X |
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Last Name |
First Name |
Middle Name |
Wing |
Scott |
Street Address 1 |
Street Address 2 |
11811 N. Tatum Blvd. |
Suite 2400 |
City |
State/Province/Country |
ZIP/PostalCode |
Phoenix |
AZ |
85028 |
Relationship: |
X |
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
4. Industry Group
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Agriculture |
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Banking & Financial Services |
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Commercial Banking |
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Insurance |
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Investing |
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Investment Banking |
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Pooled Investment Fund |
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Is the issuer registered as an investment company under the Investment Company Act of 1940? |
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Other Banking & Financial Services |
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Business Services |
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Energy |
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Health Care |
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Manufacturing |
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Real Estate |
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Retailing |
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Restaurants |
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Technology |
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Travel |
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Tourism & Travel Services |
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Other |
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5. Issuer Size
Revenue Range |
OR |
Aggregate Net Asset Value Range |
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No Revenues |
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No Aggregate Net Asset Value |
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$1 - $1,000,000 |
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$1 - $5,000,000 |
X |
$1,000,001 - $5,000,000 |
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$5,000,001 - $25,000,000 |
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$5,000,001 - $25,000,000 |
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$25,000,001 - $50,000,000 |
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$25,000,001 - $100,000,000 |
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$50,000,001 - $100,000,000 |
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Over $100,000,000 |
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Over $100,000,000 |
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Decline to Disclose |
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Decline to Disclose |
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Not Applicable |
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Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504(b)(1) (not (i), (ii) or (iii)) |
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Rule 505 |
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Rule 504 (b)(1)(i) |
X |
Rule 506 |
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Rule 504 (b)(1)(ii) |
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Securities Act Section 4(5) |
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Rule 504 (b)(1)(iii) |
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Investment Company Act Section 3(c) |
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Section 3(c)(1) |
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Section 3(c)(9) |
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Section 3(c)(2) |
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Section 3(c)(10) |
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Section 3(c)(3) |
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Section 3(c)(11) |
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Section 3(c)(4) |
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Section 3(c)(12) |
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Section 3(c)(5) |
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Section 3(c)(13) |
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Section 3(c)(6) |
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Section 3(c)(14) |
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7. Type of Filing
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New Notice |
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Date of First Sale |
2009-01-12 |
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First Sale Yet to Occur |
X |
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
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Equity |
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Pooled Investment Fund Interests |
X |
Debt |
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Tenant-in-Common Securities |
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Option, Warrant or Other Right to Acquire Another Security |
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Mineral Property Securities |
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Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
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Other (describe) |
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10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor |
$25,000
|
USD |
12. Sales Compensation
Recipient |
Recipient CRD Number |
X |
None |
|
Thomas Foulds |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
11811 N. Tatum Blvd. |
Suite 2400 |
City |
State/Province/Country |
ZIP/Postal Code |
Phoenix |
AZ |
85028 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Chad Johnson |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
6024 W. 89th Terrace |
City |
State/Province/Country |
ZIP/Postal Code |
Overland Park |
KS |
66207 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Jerry Stutler |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
24522 W. Mark Lane |
City |
State/Province/Country |
ZIP/Postal Code |
Wittmann |
AZ |
85361 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Lauren Sommer |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
5726 Trinity Place |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CA |
92120 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Gerry Flanigan |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
47 Highland View |
City |
State/Province/Country |
ZIP/Postal Code |
Irvine |
CA |
92603 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Frank Coughlin |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
3488 Camino Largo |
City |
State/Province/Country |
ZIP/Postal Code |
Carlsbad |
CA |
92009 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Tom Bransky |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2519 N. Southport |
City |
State/Province/Country |
ZIP/Postal Code |
Chicago |
IL |
60614 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Jody Bransky |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
6631 N. Washtenaw Ave. |
City |
State/Province/Country |
ZIP/Postal Code |
Chicago |
IL |
60645-5003 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Jennifer Alborn |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
2935 W. Jarlath St. |
City |
State/Province/Country |
ZIP/Postal Code |
Chicago |
IL |
60645-1215 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Michael D. Strasser |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
6607 S. Highland Park Drive |
City |
State/Province/Country |
ZIP/Postal Code |
Spokane |
WA |
99223 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Horowitz Limited Partnership I |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
27241 La Paz Road #B |
City |
State/Province/Country |
ZIP/Postal Code |
Laguna Niguel |
CA |
92626 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Jeff Strong |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
c/o Stong & Veleker, CPA's |
345 F. Street, Suite 200 |
City |
State/Province/Country |
ZIP/Postal Code |
Chula Vista |
CA |
91910 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Mark Spooner |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
7130 North Via Nueva |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
AZ |
85258 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Jared Nichelson |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4571 Santa Cruz Ave. |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CA |
92107-3516 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Paul Butkiewicz |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2230 S. McClintock |
City |
State/Province/Country |
ZIP/Postal Code |
Tempe |
AZ |
85282 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Lynda Sampedro |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
431 Camino de Encanto |
City |
State/Province/Country |
ZIP/Postal Code |
Redondo Beach |
CA |
90277 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
X |
None |
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David Greenberg |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
13374 Devon Drive |
City |
State/Province/Country |
ZIP/Postal Code |
Jamul |
CA |
91935 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Chad Miller |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2075 Acacia Drive |
City |
State/Province/Country |
ZIP/Postal Code |
San Marcos |
CA |
92078 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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|
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Recipient |
Recipient CRD Number |
X |
None |
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Dave Billings |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1473 Bottle Tree |
City |
State/Province/Country |
ZIP/Postal Code |
Encinitas |
CA |
92024 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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|
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Recipient |
Recipient CRD Number |
X |
None |
|
John Orth |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4839 E. Horseshoe Rd. |
City |
State/Province/Country |
ZIP/Postal Code |
Paradise Valley |
AZ |
85253 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
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Recipient |
Recipient CRD Number |
X |
None |
|
Marc Lantzman |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
11696 Sorrento Valley Rd. |
Suite 201 |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CA |
92121 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Seth Brown |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
9609 E. Poinsettia |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
AZ |
85260 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Rob Foley |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
11437 E. Witethorn Dr. |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
AZ |
85262 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Kurt Valentine |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4425 E. Wildwood Drive |
City |
State/Province/Country |
ZIP/Postal Code |
Phoenix |
AZ |
85048 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Ken Lieberman |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1112 Hohlfelder Road |
City |
State/Province/Country |
ZIP/Postal Code |
Glencoe |
IL |
60022 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
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Recipient |
Recipient CRD Number |
X |
None |
|
Neil Malkus |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2281 Canyon Dr. Unit A-2 |
City |
State/Province/Country |
ZIP/Postal Code |
Costa Mesa |
CA |
92627 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Dan Gardenswartz |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4221 Explorer Court |
City |
State/Province/Country |
ZIP/Postal Code |
La Mesa |
CA |
91941 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Craig Engler |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
11385 Wild Meadow Pl. |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CA |
92131 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Luis Sampedro |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
431 Camino de Encanto |
City |
State/Province/Country |
ZIP/Postal Code |
Redondo Beach |
CA |
90277 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Eric Greenberg |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3963 Via Palo Verde Lago |
City |
State/Province/Country |
ZIP/Postal Code |
Alpine |
CA |
91901 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Diane Howe |
None |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
2641 Central Ave. |
City |
State/Province/Country |
ZIP/Postal Code |
Roseville |
CA |
95747 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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Recipient |
Recipient CRD Number |
X |
None |
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Gentry Wealth Management |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
7135 East Camelback Road |
Suite 235 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
AZ |
85251 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
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All States |
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13. Offering and Sales Amounts
Total Offering Amount |
$24,400,000
|
USD |
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Total Amount Sold |
$24,400,000
|
USD |
Total Remaining to be Sold |
$0
|
USD |
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Clarification of Response (if Necessary):
14. Investors
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Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions |
$0
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USD |
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Finders' Fees |
$1,000,000
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USD |
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Clarification of Response (if Necessary):
Fees paid to Finders, if any, are subject to numerous contingencies, including authorization by the board of directors of the Issuer. The Issuer may engage Finders in the offering.16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified
from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer |
Signature |
Name of Signer |
Title |
Date |
PREMIER GROCERY INC |
Bradley A. Denton |
Bradley A. Denton |
Sr. Vice President and CFO |
2009-10-02 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.