Item
7.01. Regulation FD Disclosure
Need
for a Further Extension to file Form 10-Q for the period ended March 31, 2020 and the Need for Further Extension to file Form
10-Q for the period ended June 30, 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under Section 36 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) which superseded an order under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 this 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.
As
has been previously reported in 8-K filings on July 6, 2020, August 5, 2020 and September 4, 2020, the Company has requested additional
30 day extensions to file our Form 10-Q for the period ending March 31, 2020.
Also
as has been previously reported in an 8-K filing on August 14, 2020 the Company had given notification of its intention to take
advantage of an extra 45 days to file our Form 10-Q for the period ending June 30, 2020. The Company has done this in reliance
on the March 25, 2020 revised order from the SEC as discussed herein.
The
business shutdowns ordered by local governments due to the Covid-19 pandemic has negatively affected all of our business operations
so far in 2020. As a result, the lack of cash flow has impacted our abilities to get our Form 10-Q filings for the periods ending
March 31, 2020 and June 30, 2020 completed.
The
Company has applied for Small Business Administration EIDL loans and is optimistic that these loans will be forthcoming but cannot
estimate the time frame for approval and funding of these loans. In addition, the Company is optimistic about the reopening of
our business operations, but can not estimate the time frame in which, operations would resume. The ongoing effects of the Covid-19
pandemic has resulted in airports operating at much reduced traffic than has been seen in decades. Our operations which rely on
airport traffic have not reopened so far. When airport traffic starts to regain its former levels, we would look to reopen those
business operations. Our Fashion Group business has been hurt by the pandemic, but we have kept it running for the entirety of
2020 so far. We are optimistic that the Fashion Group business will recover to former operating levels over the next year.
With
future cash flow, we will be able to pay the service providers that we depend upon to complete our required SEC filings.
Today
we are filing this Form 8-K requesting an additional extension to November 4, 2020 for the same Form 10-Q relating to the period
ending March 31, 2020.
In
addition because the Company has to file its Form 10-Q for the period ending March 31, 2020 before it can complete its work on
the Form 10-Q for the period ending June 30, 2020, we are requesting an additional extension to December 4, 2020 before we would
file our Form 10-Q for the period ending June 30, 2020.
We
have 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 the 120 extra days (fourth extension request) to timely file our complete Form 10-Q for the period ended March 31,
2020 or grant our request for the extra 60 days to timely file our complete Form 10-Q for the period ending June 30, 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 our Form 10-Q for the period ending March 31, 2020 on or before November 5,
2020. Once this filing is complete, we intend to file our Form 10-Q for the period ending June 30, 2020 on or before December
4, 2020.