UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
Report (Date of earliest event reported): May 15, 2020
name of the registrant as specified in its charter)
(State or other jurisdiction
80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483
of principle executive offices) (Zip code)
telephone number, including area code: (800)
name or address if changed since last report)
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
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)).
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
Emerging growth company
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Section 8.- OTHER EVENTS
Item 8.01 Other Events.
COVID-19 – Quarterly Report for 3 Months ended March 31,
result of the global outbreak of the COVID-19 virus, on May 14,
2020 the Company evaluated its ongoing effort to prepare and file
its quarterly report on Form 10-Q for the quarter ended March 31,
disruptions caused by the COVID-19 outbreak and related work and
travel restrictions, certain Company officers and management as
well as professional staff and consultants have been delayed in
conducting the work required to prepare our financial report for
the quarter ended March 31, 2020. As a result, the Company expects
to be unable to compile and review certain information required in
order to permit the Company to file a timely and accurate quarterly
report on Form 10-Q for its quarter ended March 31, 2020 by the
prescribed date without unreasonable effort or expense due to
circumstances related to COVID-19.
March 25, 2020 the Securities and Exchange Commission (the "SEC")
issued an Order under Section 36 (Release No. 34-88465) of the
Securities Exchange Act of 1934 ("Exchange Act") granting
exemptions from specified provisions of the Exchange Act and
certain rules thereunder (the "Order"). The Order provides that a
registrant (as defined in Exchange Act Rule 12b-2) subject to the
reporting requirements of Exchange Act Section 13(a) or 15(d), and
any person required to make any flings with respect to such a
registrant, is exempt from any requirement to file or furnish
materials with the Commission under Exchange Act Sections 13(a),
13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A,
Regulation 13D-G (except for those provisions mandating the fling
of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D,
and Exchange Act Rules 13f-1, and 14f-1, as applicable, where
certain conditions are satisfied.
Company is relying on the Order for filing of this Form 8-K and
expects to file its quarterly report on Form 10-Q for the quarter
ended March 31, 2020 within 45 days after May 15,
Company has previously supplemented its risk factors to address
certain risks presented by the COVID-19 outbreak as set forth in
its Current Report on Form 8-K/A filed March 17, 2020, which is
hereby incorporated by reference.
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
May 15, 2020
By: /s/ Kenneth