On March 4, 2020, the U.S. Securities and Exchange Commission,
or the SEC, issued an order (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, granting exemptions from specified provisions of the Exchange Act and certain rules thereunder. On March 25, 2020,
the order was modified and superseded by a new SEC order (Release No. 34-88465), or the SEC Order, that provides conditional relief
to public companies that are unable to timely comply with their filing obligations as a result of the COVID-19 pandemic.
Iweb, Inc. (the “Company”) is relying on the SEC
Order to delay the filing of its quarterly report on Form 10-Q for the quarter ended March 31, 2020, or the Quarterly Report, due
to circumstances related to the COVID-19 pandemic. Our headquarters are located in Thailand, which has been affected by COVID-19.
In response to the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines of local authorities
as it prioritizes the health and safety of its employees, contractors, suppliers and business partners. Our office in Thailand
has been closed and all of the Company’s employees in Thailand have been working from home since March 23, 2020 until May
7, 2020, including the Company’s limited number of general administrative and accounting personnel. Our office in Thailand
was only recently re-opened on May 7, 2020 and employees have gradually come back to work at the office since then. These safety
measures have restricted access to the Company’s offices and books and records, and have disrupted routine interactions among
the Company’s staff, advisors and third parties involved in the preparation of the Quarterly Report. Due to these disruptions,
the Company is unable to timely file its Quarterly Report, originally due on May 15, 2020. The Company expects to file the Quarterly
Report on or before June 29, 2020, which is 45 days after the original filing deadline of the Quarterly Report.
The Company is supplementing its risk factors previously disclosed
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 with the following risk factor:
An occurrence of an uncontrollable
event such as the COVID-19 pandemic may negatively affect our operations and financial results.
In recent years, there have been outbreaks
of epidemics in various countries. Recently, there was an outbreak of a novel strain of coronavirus (COVID-19) in China, which
has spread rapidly to many parts of the world, including Thailand and the U.S. In March 2020, the World Health Organization declared
the COVID-19 a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings
and facilities in Thailand.
Substantially all of our revenues are generated
in Thailand. Consequently, our results of operations will likely be adversely, and may be materially, affected, to the extent that
the COVID-19 or any other epidemic harms the Thailand and global economy. Any potential impact to our results will depend on, to
a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 and
the actions taken by government authorities and other entities to contain the COVID-19 or treat its impact, almost all of which
are beyond our control. Potential impacts include, but are not limited to, the following:
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temporary closure of offices, travel restrictions
or suspension of our wifi network system installation sevices to our customers; Our suppliers have negatively been affected, and
could continue to be negatively affected in their ability to supply and ship wifi related devices and parts to us;
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our customers that are negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase our wifi system and services, which may materially adversely impact our revenue;
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our customers may require additional time to pay us or fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts;
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the business operations of our customers have been and could continue to be negatively impacted by the outbreak, which may result in loss of customers or disruption of our business or services, which may in turn materially adversely affect our financial condition and operating results;
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any disruption of our supply chain, logistics providers or lack of active installation workers and service providers could adversely impact our business and results of operations, including causing our suppliers to cease manufacturing products for a period of time or materially delay delivery to customers, which may also lead to loss of customers, as well as reputational, competitive and business harm to us;
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some of our customers, contractors, suppliers
and other business partners are small and medium-sized enterprises (SMEs), which may not have strong cash flows or be well capitalized,
and may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. If the SMEs that we work with cannot weather
the COVID-19 and the resulting economic impact, or cannot resume business as usual after a prolonged outbreak, our revenues and
business operations may be materially and adversely impacted; and
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the global stock markets have experienced, and
may continue to experience, significant decline from the COVID-19 outbreak, which could materially adversely affect our stock price.
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Because of the uncertainty surrounding the COVID-19 outbreak,
the financial impact related to the outbreak of and response to the coronavirus cannot be reasonably estimated at this time, but
our results for the first two quarters of and full year 2020 may be adversely affected. There is no guarantee that our total revenues
will grow or remain at a similar level year over year in 2020.
The global economy
has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration and intensity
of its impacts. The Thailand and global growth forecast is extremely uncertain, which would seriously affect investment in infrastructures
including building wifi network and related installation business.
While the potential
economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result
in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our
liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business
and the value of our common stock.
Further, as we
do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing
in the future in the event that we require additional capital. We currently believe that our financial resources will be adequate
to see us through the outbreak. However, in the event that we do need to raise capital in the future, outbreak-related instability
in the securities markets could adversely affect our ability to raise additional capital.
In general, our business could be adversely
affected by the effects of epidemics, including, but not limited to, COVID-19, avian influenza, severe acute respiratory syndrome
(SARS), the influenza A virus, the Ebola virus, or other outbreaks. In response to an epidemic or other outbreaks, government and
other organizations may adopt regulations and policies that could lead to severe disruption to our daily operations, including
temporary closure of our offices and other facilities. These severe conditions may cause us and/or our partners to make internal
adjustments, including but not limited to, temporarily closing down business, limiting business hours, and setting restrictions
on travel and/or visits with clients and partners for a prolonged period of time. Various impacts arising from severe conditions
may cause business disruption, resulting in material, adverse effects to our financial condition and results of operations.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” related to the Company that involve substantial risks, uncertainties and assumptions that, if they never materialize
or prove incorrect, could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These statements are subject to numerous risks and uncertainties and are often identified by the use of words such as “will”,
“could”, “expect”, or “may” and similar expressions or variations. Such forward-looking statements
include, but are not limited to, the following: the Company’s ability to rely on the SEC Order to delay the filing of
its Form 10-Q, the Company’s timeline for its quarterly financial statement and expected filing date of its Form 10-Q, and
the impact of COVID-19 on the Company’s operations and financial performance, including supply chain impacts. These statements
are based on the beliefs and assumptions of the Company’s management based on information currently available to management.
These statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain
events to differ materially from future results expressed or implied by such forward-looking statements. The Company disclaims
any obligation to update information contained in these forward-looking statements whether as a result of new information, future
events, or otherwise.