Current Report Filing (8-k)
May 15 2020 - 4:22PM
Edgar (US Regulatory)
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 15, 2020
NOCERA,
INC.
(Exact
name of registrant as specified in charter)
Nevada
(State
or other jurisdiction of incorporation)
000-55993
|
|
16-1626611
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
2030
POWERS FERRY ROAD SE, SUITE #212
ATLANTA,
GA 30339
(Address
of principal executive offices and zip code)
404-816-8240
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant 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 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))
Securities
registered pursuant to Section 12(b) of the Act: None
Title of each Class
|
Trading Symbol
|
Name of each exchange on which registered
|
N/A
|
N/A
|
N/A
|
Indicate
by check mark whether the registrant is an emerging growth company 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 chapter)
Emerging
Growth Company x
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. ¨
Item
8.01 Other Events.
Delayed
Filing of Form 10-Q.
Nocera,
Inc. (“Nocera” or the “Company”) will be relying on the Securities and Exchange
Commission’s Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and
Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) to delay the filing of its
Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (the “Q1 10-Q”) due to circumstances
related to COVID-19. The Order supersedes a similar order issued by the Securities and Exchange Commission on March 4,
2020.
Numbers of cities in China have been quarantined, and many of our supplier and customer operations have been
suspended due to the ongoing virus situation. Accounting confirmations from our customers, suppliers, and banks for audit
purposes have been delayed. Furthermore,
our staff has been substantially impeded in preparing the final financial statements due to quarantines and travel
restrictions imposed on our staff. The Company expects to file the Q1 10-Q no later than June 29, 2020 (which is 45
days from the Q1 10-Q original filing deadline of May 15, 2020).
Risk
Factors
Since
our main PE sheet supplier, SIMONA, has still been under suspension due to the ongoing virus situation, the estimated completed
dates of several RAS projects in China have been postponed, which will also postpone the revenue recognition of the Company from
these projects.
We
expect that as the Covid-19 Virus expands as a pandemic and state actions are taken that are disrupting commerce at all levels
of industry, there will be various adverse effects experienced by companies such as ours. Although the Company is taking measures
to mitigate the effect as much as possible there is no assurance that the steps will be sufficient. In most respects it is too
early in the pandemic to be able to quantify all the ramifications.
Although
the Company is confident that filing will take place within the timeline of the extension, this is not a certainty as locations
from where the Company requires information for our reporting circumstances may change for the worse.
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.
Nocera,
Inc.
By:
/s/
Erik S. Nelson
____________________
Erik
S. Nelson
Title:
Corporate Secretary
Date:
May 15, 2020