Item 7.01 Regulation FD Disclosure.
Registrant has been engaged in completing a restatement of its financial reports
contained in its previous filings on Form 10-Q for the periods ending
The delinquent filings for 2019 resulted from a number of unexpected and unavoidable issues, including:
1. Our previous independent accounting firm advised us in
did not have the capacity to undertake the audit for 2019 and resigned the engagement. This resignation was unexpected and there was no prior indication of any issues. The resignation was reported on Form 8-K filed onJanuary 13, 2020 .
2. On
Rosenberg Rich Baker Berman P.A . ("RRBB") as reported on Form 8-K filed onJanuary 31, 2010 . RRBB had no prior information regarding our company and undertook a complete review of prior filings and financial reports, resulting in a determination that certain items related to the acquisition of the CareClix operating software inApril 2019 and the issuance of convertible notes in April andMay 2019 had been reported incorrectly. This determination required us to retain an outside consulting group to complete a valuation of the assets acquired as a business combination and to restate the reporting of the convertible notes to reflect a derivative feature of those notes.
3. The COVID-19 pandemic significantly affected the business and operations of
the company as it moved into the telemedicine market as a result of the acquisition of the CareClix telemedicine software. OnMarch 30, 2020 , the company filed a Form 8-K report advising that we would be taking advantage of the extended filing period contained in SEC Release No. 34-88465.
4. In
suspension of a number of public telemedicine companies, to which the company responded by a Form 8-K filing datedApril 14, 2020 . The temporary trading suspension expired after two weeks and subsequently, the company requested and received from theSEC a letter advising that there was no investigation of the company underway. The suspension did, however, result in the automatic termination of the trading of the company shares on the OTC Markets, which has affected additional fund-raising efforts of the company. In turn, the company had difficulty expanding staff to meet demands of the business and could not expand staff to assist with the financial reporting or expansion of the business.
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