UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 13, 2020

 

Kaya Holdings, Inc.

 

(Exact name of registrant as specified in charter)

 

Delaware 333-177532   90-0898007
(State or other Jurisdiction     (Commission File Number)   (IRS Employer
of Incorporation)         Identification No.)
915 Middle River Drive, Suite 316,         33304
Fort Lauderdale, FL          
(Address of Principal Executive Offices)         (Zip Code)
               

 

Registrant’s telephone number, including area code: (954) 892-6911

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Company under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an 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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

        Name of each exchange on which
Title of each class   Trading Symbol(s)   registered

None

 
 

As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “the Company,” “Kaya Holdings, Inc.,” “we,” “us” and “our” refer to Kaya Holdings, Inc. and its subsidiaries.

 

Item 8.01 Other Events.

 

Kaya Holdings makes the following disclosure pursuant to an order issued by the Securities and Exchange Commission (the “SEC”) on March 4, 2020, as amended on March 25, 2020, providing conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (COVID-19) outbreak (the “SEC Order”).

 

The current outbreak of COVID-19 has posed a significant impact on the Company to file on a timely basis its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) that is due on May 14, 2020 (the “Original Due Date”), and therefore the Company elected to rely on the conditional filing relief provided under the SEC Order.

 

The current outbreak of COVID-19 in the United States has resulted in the closing of our offices and has required our internal staff to work remotely. Moreover, similar social distancing measures were taken by both our outside accountants and our independent registered public accounting firm in order to protect the health of their employees. All of the foregoing has slowed the accounting and auditing work required to compile our financial statements for the quarter ended March 31, 2020 to be included the Quarterly Report. Accordingly, we have decided to rely on the SEC Order and endeavor to file the Quarterly Report no later than June 28, 2020, or within 45 days after the Original Due Date.

 

The adverse public health developments and economic effects of the outbreak in the United States could adversely affect the Company’s customers and suppliers as a result of quarantines, facility closures and logistics restrictions in connection with the outbreak. More broadly, the outbreak could potentially lead to an extended economic downturn, which would likely decrease spending, adversely affect demand for our products and services and harm our business, results of operations and financial condition. The Company cannot accurately predict the effect the Coronavirus outbreak will have on the Company.

 

Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by the use of forward-looking terminology such as “will,” “believes,” “expects,” “endeavors” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's periodic reports that are filed with the SEC and available on the SEC's website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Dated:  May 13, 2020

KAYA HOLDINGS, INC.
     
  By: /s/ Craig Frank
   

Craig Frank,

Chief Executive Officer

 

Kaya (QB) (USOTC:KAYS)
Historical Stock Chart
From Nov 2020 to Dec 2020 Click Here for more Kaya (QB) Charts.
Kaya (QB) (USOTC:KAYS)
Historical Stock Chart
From Dec 2019 to Dec 2020 Click Here for more Kaya (QB) Charts.