Item 7.01. Regulation FD Disclosure
Need for a Further Extension to File Form 10-Q for the period ended March 31,
2020.
On March 25, 2020, the U.S. Securities and Exchange Commission (the
"Commission") issued Release No 34-88465 (the "Order") under Section 36 of the
Securities Exchange Act of 1934, as amended ("Exchange Act") which superseded an
order under Section 36 (Release No. 34-88318) of the Exchange Act, granting
public companies a 45-day extension to file certain disclosure reports that
would otherwise have been due from March 1, 2020 through July 1, 2020. Among
other conditions, companies must continue to convey through a current report a
summary of why the relief is needed in their particular circumstances for each
periodic report that is delayed. Companies that receive an extension on filing
Exchange Act annual reports or quarterly reports pursuant to the Order will be
considered to have a due date 45 days after the filing deadline for thes report.
As such, those companies will be permitted to rely on Rule 12b-25 if they are
unable to file the required reports on or before the extended due date. We
believe that the Order also requires us to keep the public informed of any
additional circumstances that may further delay our timely filing(s). The
purpose of this Current Report on Form 8-K is to comply with these conditions
under the Order
The Company has already filed a Form 8-K on May 14, 2020 for a 45 day extension
of the deadline to file Form 10-Q for the period ended on March 31, 2020 in
reliance on the March 25, 2020 revised order from the United States Securities
and Exchange Commission ("SEC"). This would have provided for a timely filing on
or before June 30, 2020. On June 30, 2020 we filed Form 12b-25 NT-10-Q/A for the
5 day extension period to further extend our filing deadline to July 6, 2020.
These actions were necessary due to circumstances caused by the outbreak of
Covid-19, which has been determined to be a global pandemic and has resulted in
business shut-downs, restrictions on travel, quarantines and governmental stay
at home orders throughout the world. This has affected our ability to raise
capital to pay required professional service providers, the timing and
availability of certain professional service providers whom are now working from
home, and our ability to perform on site inventory inspections on temporarily
shut down businesses among other reasons.
In addition to these challenges which many public companies are facing, our
Company is facing additional extraordinary issues. Our CEO was in China in the
first part of January 2020 to inspect new equipment for our software and was
thus caught in the early lockdowns in China. When he returned to Hong Kong, he
was placed on an enforced quarantine for an extended length of time. Similarly,
our CFO had been quarantined in Tokyo, Japan. Neither officer can travel to the
United States due to U.S. governmental restrictions, where they were needed to
supervise the Company's interactions with our U.S. professional service
providers.
Also due to the efforts and time spent on our NOT TIMELY filing of our 2019 Form
10-K which occurred on June 18, 2020, we got a late start on our Form 10-Q for
the period ending March 31, 2020. We had not been able to start our Form 10-Q
efforts prior to the completion of our 2019 Form 10-K. We are further hampered
by the July 4, 2020 national holiday in the United States and the recent
renewals of business shutdowns by local and state governments.
On Friday June 19, 2020 our accounting firm informed us that they had some doubt
that they would be able to complete their review procedure by Monday, July 6.
2020 but that they would try their best. We contacted the SEC office of Chief
Legal Counsel to inquire about obtaining an additional filing extension based on
these extraordinary circumstances that would not exist without the Covid-19
pandemic and due to circumstances well beyond our control as a smaller reporting
company which has operations in jurisdictions particularly hard hit by Covid-19.
At the time of the filing of this Form 8-K we have not yet heard back from the
SEC office of Chief Legal Counsel as to whether or not they will grant our
request for 30 extra days to timely file our complete Form 10-Q for the period
ended March 31, 2020. We believe that our circumstances warrant this relief but
have no guarantees that this will be granted. Whether or not our request is
granted we believe that we will be able to file within a 30 day window of the
current due date by August 5, 2020.
- 2 -
© Edgar Online, source Glimpses