Item 8.01 Other Events.
Bare Metal Standard, Inc., an Idaho corporation, (the "Company" or "Registrant")
is filing this Current Report on Form 8-K to report its reliance on the order of
the U.S. Securities and Exchange Commission (the "Commission") issued on March
4, 2020 (the "Order") in connection with the Company's Quarterly Report on Form
10-Q for the period-ended April 30, 2020, which Order was supplemented and
updated, as set forth below.
On March 4, 2020, the Commission issued an Order under Section 36 (Release No.
34-88318) of the Securities Exchange Act of 1934 ("Exchange Act"), which was
supplemented by Release No. 34-88465 dated March 25, 2020. Pursuant to the
Order, as supplemented on March 25, 2020, the Commission stated, in relevant
part, as follows: "(a) [If] The registrant . . . is unable to meet a filing
deadline due to circumstances related to COVID-19; (b) Any registrant relying on
this Order furnishes to the Commission a Form 8-K . . . by the later of March 16
or original filing deadline of the report [June 15, 2020] stating:(1) that it is
relying on this Order; (2) [and files] a brief description of the reasons why it
could not file such report, schedule or form on a timely basis; (3) [and
discloses] the estimated date by which the report, schedule, or form is expected
to be filed; 4 (4) if appropriate, a risk factor explaining, if material, the
impact of COVID-19 on its business; and [if applicable] (5) if the reason the
subject report cannot be filed timely relates to the inability of any person,
other than the registrant, to furnish any required opinion, report or
certification, the Form 8-K shall have attached as an exhibit a statement signed
by such person stating the specific reasons why such person is unable to furnish
the required opinion, report or certification on or before the date such report
must be filed. (c) The registrant or any person required to make any filings
with respect to such a registrant files with the Commission any report,
schedule, or form required to be filed no later than 45 days after the original
due date; and (d) In any report, schedule or form filed by the applicable
deadline pursuant to paragraph (c) above, the registrant must disclose that it
is relying on this Order and state the reasons why it could not file such
report, schedule or form on a timely basis."
As a result of the travel and work restrictions stemming from the COVID-19
pandemic, the Company is unable to obtain the necessary financial records that
it needs to permit the Company to finish the internal and external review
process in order to file a timely and accurate Quarterly Report on Form 10-Q for
the period-ended April 30, 2020 by the prescribed date of June 15, 2020, or by
the extended date of June 22, 2020, even if the Company files for an extension
on Form 12b-25.
In addition, we plan on including in our Quarterly Report on Form 10-Q a
separate risk factor under "Management's Discussion and Analysis" regarding the
potential and actual impact on our business and operations, as a result of the
growing presence and impact of the COVID-19 pandemic. The substance of the new
risk factor disclosure is still in preparation as we evaluate the various
governmental and non-governmental reports about business and banking closures in
Idaho where the Company is located and the United States where the Company's
operations are conducted.
As a precaution, the State of Idaho has ordered and the Company has directed its
key employees to work from home to the greatest extent possible, implementing
self-confinement even if not showing any COVID-19 symptoms. While the City of
Boise is presently in Stage 2 of re-opening under the Idaho Rebounds Program, we
have been set back in preparation of the April 30, 2020 Form 10-Q during the
period of closure.
Accordingly, in reliance upon the Order dated March 4, 2020, Release No.
34-88465, supplemented by Release No. 34-88465 dated March 25, 2020, the Company
expects to file its Quarterly Report on Form 10-Q on or before 45 days from the
original filing deadline of June 15, 2020, which will include an appropriate
Risk Factor disclosure on the potential and actual impact of COVID-19 on the
Company.
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