SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 9, 2021
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
90 STATE STREET, SUITE 700, OFFICE 40, ALBANY, NY 12207
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
(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 the 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
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 ¨
If an emerging growth company, indicate by checkmark 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
Registrant is planning the provision of a back-to-back irrevocable standby letter of guarantee (“SBLC”) credit towards Tianjin Flame New Energy Technology Co. Ltd. based in Tianjin, China for the monthly purchase and business of gloves distribution in the amount of 50-70 million boxes per month. The standby letter of guarantee credit would be in the amount of USD $20.5M in trial and may be raised up to $410M to $574M per month upon assessment of market demand. The estimated profit projections for this arrangement and distributorship activity for the Registrant would be approximately USD $9M to $12.6M per month.
THERE IS NO GUARANTEE THAT THE REGISTRANT WILL BE ABLE TO COMPLETE THE SBLC ARRANGEMENT. EVEN IF SBLC IS EXECUTED BY THE REGISTRANT, REGISTRANT MAY ALSO NOT OBSERVE INCOME OR CAPITAL GAINS FROM PURCHAE AS EXPECTED AND/OR EARNINGS PAY BACK MAY TAKE LONGER THAN EXPECTED TIME. THERE IS NO GUARANTEE THAT ONCE GOODS ARE PURCHASED, REGISTRANT WILL BE ABLE TO APPROPRIATELY IDENTIFY A BUYER OR BUYERS TO DISTRIBUTE THE GOODS TO. AN SBLC ARRANGEMENT ON THE PART OF THE REGISTRANT AND REGISTRANT’S STAKEHOLDERS MAY BE SUBJECT TO CERTAIN ECONOMIC, SECRUITY, AND POLITICAL RISKS AS WELL SUCH AS THOSE POSED BY THE ONGOING CORONAVIRUS PANDEMIC, LOSS, THEFT, AND FORCE MAJEURE. GOODS TRADING ACTIVITIES ARE ADDITIONALLY SUBJECT TO REGULATORY AND GOVERNMENT GUIDELINES PROVIDED BY MULTIPLE AND OFTEN DIFFERING JURISDICTIONS. THERE MAY THUS AND ALSO BE ADDITIONAL UNFORSEEN COSTS OR CIRCUMSTANCES THAT MAY IMPACT THE REGISTRANT AND ITS BUSINESS IN THESE INTERNATIONAL GOODS DISTRIBUTORSHIP. REGISTRANT MAY THEREFORE INCUR LOSSES AND PAYABLE DEBTS VIA THE SBLC WITHOUT PROMISE OF REVENUE. REGISTRANT MAY NOT BE ABLE TO RECOVER SUCH MONIES GUARANTEED VIA SBLC AND FALL INTO LIQUIDITY ISSUES WITH THIS LINE OF BUSINESS TO BECOME FINANCIALLY ENSTRANGED. THIS MAY SUBJECT REGISTRANT AND ITS INVESTORS TO LOSE SEVERELY TO THE EXTENT THAT INVESTED CAPITAL MAY EVEN BE WIPED AWAY COMPLETELY AND REGISTRANT’S CASH FLOW SEVERELY IMPACTED.
NOTE ON FORWARD LOOKING STATEMENTS
This Report on Form 8-K may include both historical and forward-looking statements, which include information relating to future events, future financial performance, strategies, expectations, competitive environment and regulations. Words such as “may,” “shall”, “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “intending”, “contemplating”, “plans,” “believes,” “estimates,” “hopefully” and similar expressions, as well as statements in future tense, present and past continuing, identify forward-looking statements. Such statements are intended to operate as “forward-looking statements” of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). That legislation protects such predictive statements by creating a “safe harbor” from liability in the event that a particular prediction does not turn out as anticipated. Forward-looking statements should not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made, or on our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
The inclusion of the forward-looking statements should not be regarded as a representation by us, or any other person, that such forward-looking statements will be achieved. You should be aware that any forward- looking statement made by us in this Report on Form 8-K, or elsewhere, speaks only as of the date on which we make it. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report on Form 8-K.
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.
February 9, 2021
Laxmi Prasad, Chairman