Liverpool Group, Inc. (LVRP)

[Hanibal]

Thanks for the reply. I looked in the LOCN filings and could not see a reference to the phone number. I looked here:

http://www.sec.gov/Archives/edgar/data/1431837/000122527910000223/f101025locanform10a1clean.htm

Other things are indeed a little too similar. For example:

LOCN 10/A:

Organizational Background: We were incorporated February 29, 2008 as a subsidiary of Roadhouse Merger, Inc. Our former parent company, Roadhouse Foods, Inc. (Roadhouse) was originally incorporated in Delaware on June 20, 2005. Prior to 2006, the Company’s activities consisted of the production and distribution of ready-to-eat sandwiches. The company marketed its products under the label of Cuban Foods. On March 7, 2008 Roadhouse re-domiciled to Oklahoma., under the name Roadhouse Merger, Inc. (“ROADHOUSE MERGER”).

During the fiscal period ended February 29, 2008 we consummated a reorganization which we refer to collectively as the “2008 Reorganization” pursuant to Section 1081(g) of the Oklahoma General Corporation Law, as a tax-free organization. On February 8, 2008, ROADHOUSE MERGER caused Locan, Inc. (“LOCAN”) to be incorporated in the State of Oklahoma, as a direct, wholly-owned subsidiary of ROADHOUSE MERGER and caused Roadhouse Foods, Inc. (“ROADHOUSE OK”) to also be incorporated in the State of Oklahoma as a direct wholly-owned subsidiary of LOCAN. Under the terms of the Reorganization, ROADHOUSE MERGER was merged with and into ROADHOUSE OK pursuant to Section 1081(g) of the General Corporation Law of the State of Oklahoma (”OGCL”). Upon consummation of the Reorganization, each issued and outstanding share of ROADHOUSE MERGER Common Stock was converted into and exchanged for a share of common stock of LOCAN (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions as the shares of ROADHOUSE MERGER being converted. There was no spin-off and ROADHOUSE MERGER’s corporate existence ceased. Under the 2008 Reorganization all ROADHOUSE MERGER shareholders became shareholders of LOCAN in the same proportion. In conjunction with the 2008 Reorganization, ROADHOUSE MERGER concluded a downstream merger into the second subsidiary ROADHOUSE OK. All of ROADHOUSE MERGER’s losses and net operating losses carried forward to ROADHOUSE OK. Following the Reorganization the Company was re-domiciled to Delaware. Since 2006 and prior to consummation of the domiciliary merger in 2008, neither ROADHOUSE MERGER nor LOCAN had any existing operations.


Since 2006 and prior to consummation of the domiciliary merger in 2008, neither Roadhouse nor Locan had any existing operations.




LVRP 10/A:

Organizational Background: We were incorporated February 29, 2008 as a subsidiary of Scott Contracting Merger Sub, Inc. Our former parent company, Scott Contracting Merger Sub, Inc. (“Scott Merger”) was originally incorporated on November 25, 1985, in Utah as Yellow Jack Corp. and later re-domiciled to Florida in April, 2007. On June 12, 2007, Yellow Jacket Corp. changed its name to Scott Contracting Holdings, Inc. (“Scott Florida”). Scott Florida later re-domiciled to Oklahoma in March, 2008, under the name Scott Contracting Merger Sub, Inc. (“SCMS”).


During the fiscal period ended March 31, 2008 we consummated a reorganization which we refer to collectively as the “2008 Reorganization” pursuant to Section 1081(a) of the Oklahoma General Corporation Law, as a tax-free organization. On February 8, 2008, Scott Merger caused Liverpool Group, Inc. (“Liverpool”) to be incorporated in the State of Oklahoma, as a direct, wholly-owned subsidiary of Scott Merger and caused Scott Contracting Holdings, Inc. (“Scott Oklahoma”) to also be incorporated in the State of Oklahoma as a direct wholly-owned subsidiary of Liverpool. Under the terms of the Reorganization, Scott Merger was merged with and into Scott Oklahoma pursuant to Section 1081(g) of the General Corporation Law of the State of Oklahoma (”OGCL”). Upon consummation of the Reorganization, each issued and outstanding share of Scott Merger Common Stock was converted into and exchanged for a share of common stock of Liverpool (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions as the shares of Scott Merger being converted. There was no spin-off and Scott Merger’s corporate existence ceased. Under the 2008 Reorganization all Scott Merger shareholders became shareholders of Liverpool in the same proportion. In conjunction with the 2008 Reorganization, Scott Merger concluded a downstream merger into the second subsidiary Scott Oklahoma. All of Scott Merger’s losses and net operating losses carried forward to Scott Oklahoma. Following the Reorganization the Company was re-domiciled to Delaware. Prior to ceasing operations in 2002, Scott Florida was focused on the development, design, manufacturing and sale of multimedia kiosks for several applications and to develop software tools (WAP) for the telecommunications industry.

Since 2002 and prior to consummation of the domiciliary merger in 2008,neither Scott Merger nor Liverpool had any existing operations.

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These similarities could just be general phrases widely accepted as filing templates.