Item 8.01Other Events.
Due to the outbreak of coronavirus disease 2019 ("COVID-19"), New Asia Holdings,
Inc. (the "Company") is filing this Current Report on Form 8-K to avail itself
of an extension to file its Quarterly Report on Form 10-Q for the period ended
March 31, 2020 (the "Quarterly Report"), originally due on May 15, 2020, relying
on an order issued by the Securities and Exchange Commission (the "SEC") on
March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934, as
amended (Release No. 34-88465) (the "Order") regarding exemptions granted to
certain public companies.
The Company's operations and business have experienced disruption due to the
unprecedented conditions surrounding the COVID-19 pandemic spreading throughout
the United States and the world and thus the Company's business operations have
been disrupted and it is unable to timely review and prepare the Company's
financial statements for the period ending March 31, 2020.
In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China, which has and is continuing to spread throughout China and other
parts of the world, including the United States. On January 30, 2020, the World
Health Organization declared the outbreak of the COVID-19 coronavirus disease a
"Public Health Emergency of International Concern," and on March 11, 2020, the
World Health Organization characterized the outbreak as a "pandemic". Our
operations are located in Singapore and Irvine, California, members of our
senior management work in Singapore and Irvine, and the Company's independent
auditor is located in Houston, Texas, with the principal office conducting the
Company's quarterly reviews located in Beijing, China. The Company has been
following the recommendations of local health authorities to minimize exposure
risk for its employees for the past several weeks, including the temporary
closures of its offices and having employees work remotely to the extent
possible, which has to an extent adversely affected their efficiency. As a
result, the Company's books and records were not easily accessible, resulting in
delays in preparation and completion of its financial statements. Further, the
various governmental mandatory closures of businesses in these locations have
precluded the Company's personnel, particularly its senior accounting staff,
from obtaining access to its subsidiary's books and records necessary to prepare
the Company's unaudited financial statements that, once reviewed, comprise the
essence of the Quarterly Report.
As such, the Company will be relying upon the 45-day grace period provided by
the SEC's Order to delay filing of its Quarterly Report. The Company will file
its Quarterly Report no later than June 29, 2020, 45 days after the original due
date of its Quarterly Report.
The Company is supplementing its risk factors previously disclosed in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019
and its subsequent Quarterly Reports on Form 10-Q with the following risk
factor:
Public health pandemics, epidemics or outbreaks, such as COVID-19, or
coronavirus, could adversely impact our business.
In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan,
Hubei Province, China. While initially the outbreak was largely concentrated in
China and caused significant disruptions to its economy, it has now spread to
several other countries, including the United States, and infections have been
reported globally. The spread of COVID-19 has affected segments of the global
economy and may affect our operations.
Our business has been disrupted, but the extent to which COVID-19 impacts our
operations will depend on future developments, which are highly uncertain and
cannot be predicted with confidence, including the duration of the outbreak, new
information which may emerge concerning the severity of COVID-19 and the actions
to contain the coronavirus or treat its impact. International stock markets have
begun to reflect the uncertainty associated with the slow-down in the American
and Asian economies, particularly Singapore, and the reduced levels of
international travel experienced since the beginning of January 2020. The
significant decline in the Dow Industrial Average in February and March 2020 was
largely attributed to the effects of COVID-19.
The COVID-19 outbreak is a widespread health crisis that could adversely affect
the economies and financial markets of many countries, resulting in an economic
downturn that could materially impact our operating results.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this report should be considered
forward-looking statements. These forward-looking statements may be identified
by words such as "may," "will," "expect," "intend," "anticipate," "believe,"
"estimate," "plan," "project," "could," "should," "would," "continue," "seek,"
"target," "guidance," "outlook," "if current trends continue," "optimistic,"
"forecast" and other similar words. Such statements include, but are not limited
to, statements about the Company's plans, objectives, expectations, intentions,
estimates and strategies for the future, and other statements that are not
historical facts. These forward-looking statements are based on the Company's
current objectives, beliefs and expectations, and they are subject to
significant risks and uncertainties that may cause actual results and financial
position and timing of certain events to differ materially from the information
in the forward-looking statements. These risks and uncertainties include, but
are not limited to, those set forth in the Company's Annual Report on Form 10-K
for the year ended December 31, 2019, and other risks and uncertainties listed
from time to time in the Company's other filings with the SEC. There may be
other factors of which the Company is not currently aware that may affect
matters discussed in the forward-looking statements and may also cause actual
results to differ materially from those discussed. In addition, there is
uncertainty about the spread of the COVID-19 virus and the impact it may have on
the Company's operations and economic activity in general. The Company does not
assume any obligation to publicly update or supplement any forward-looking
statement to reflect actual results, changes in assumptions or changes in other
factors affecting these forward-looking statements other than as required by
law. Any forward-looking statements speak only as of the date hereof or as of
the dates indicated in the statement.
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