On
March 4, 2020 the Securities and Exchange Commission issued an order (the “Original Order”) providing conditional
regulatory relief and assistance to reporting companies impacted by the 2019 novel coronavirus disease (“COVID-19”),
and on March 25, 2020, the SEC modified the exemptions in the Original Order to cover filings due on or before July 1, 2020, pursuant
to its authority under Section 36 the Exchange Act (the “Modified Order”). The Company has been impacted by COVID-19
and, due to this impact, is unable to meet the original deadline for filing its Quarterly Report on Form 10-Q for the Fiscal Quarter
ending March 31, 2019 (the “Form 10-Q”). The Company is relying on the Modified Order to extend the filing deadline
for the Form 10-Q to June 29, 2020. As a result of the COVID-19 pandemic and the resulting government restrictions including mandatory
school and business closings, shelter-in-place and other containment strategies, various personnel responsible for preparing,
confirming and filing of the Form 10-Q were unable to work on, and finalize the Form 10-Q. While there can be no assurances, the
Company is working to file the Form 10-Q on or before June 29, 2020, as provided by the Modified Order.
Item
1.1A of registrant’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2019 includes the following Risk
Factor related to COVID-19:
Impact
of COVID-19 Pandemic
In
December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. In January 2020, this coronavirus
spread to other countries, including the United States, and efforts to contain the spread of this coronavirus intensified. The
outbreak and any preventative or protective actions that governments or we may take in respect of this coronavirus may result
in a period of business disruption, reduced customer traffic and reduced operations. The Company has observed a decline in customer
demand for its services and expects this decline to continue. Any resulting financial impact cannot be reasonably estimated at
this time but may materially affect our business, financial condition and results of operations. The extent to which the coronavirus
impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information
which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among
others. The economic impact of the COVID-19 pandemic will be global and will impact our clients. As a result, our clients may
be unable to make required payments, and due to delays experienced by civil courts throughout the country, enforcing such agreements
may be significantly delayed. Client defaults on payment obligations could have a material adverse impact on our business, finances
and prospects.
In
reaction to the COVID-19 pandemic, federal and state legislatures have been attempting to push through legislation, much of which
affects the employee-employer relationship and these new laws may have a material impact on our operations, business, finances
and prospects. No certainty can be provided as to the nature of these new regulations or their impact.
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including
those relating to the Company’s expectations, anticipations, intentions, or beliefs regarding the PPP Loan, including any
amount of the PPP Loan that will be eligible to be forgiven, and other statement that are predictive in nature. These forward-looking
statements are based on current expectations, estimates, forecasts and projections and management’s current beliefs and
assumptions.
Forward
looking statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,”
“anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions and the negatives
of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties,
and other factors which may cause actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things,
actions by the PPP Loan parties, changes by the SBA or other governmental authorities regarding the CARES Act, the Payroll Protection
Program or related administrative matters, the Company’s ability to comply with the terms of the PPP Loan and the CARES
Act, including to use the proceeds of the PPP Loan as described herein, and those set forth in the Company’s filings with
the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information, future events or otherwise.