Current Report Filing (8-k)
March 30 2020 - 4:16PM
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 and Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 30, 2020
Frélii,
Inc.
(Exact
name of Registrant as specified in its charter)
Nevada
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333-107179
& 000-51210
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980380519
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2701
North Thanksgiving Way Suite 100
Lehi,
UT 84043
(Address
of principal executive offices, including zip code)
(833)
437-3544
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
[ ]
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
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.
The
board of directors and management of Frélii, Inc., a Nevada corporation (the “Company”), has determined that,
in light of the circumstances and uncertainty surrounding the effects of the COVID-19 coronavirus pandemic on the Company’s
business, employees, consultants and service providers, the Company will delay the filing of its annual report on Form 10-K for
the year ended December 31, 2019 (the “Annual Report”) by up to 45 days in accordance with the SEC’s March 4,
2020 Order (Release No. 34-88318) (the “Order”), which allows for the delay of certain filings required under the
Securities and Exchange Act of 1934, as amended. 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 it is
unable to timely review and prepare the Company’s financial statements for the 2019 fiscal year. The Company will file its
Annual Report by no later than May 14, 2020, 45 days after the original due date of its Annual Report.
Below
is a risk factor regarding the coronavirus that the Company’s stockholders and potential investors in the Company should
consider with respect to the year that will end on December 31, 2020.
We
face risks related to Novel Coronavirus (COVID-19) which could significantly disrupt our research and development, operations,
sales, and financial results.
Our
business will be adversely impacted by the effects of the Novel Coronavirus (COVID-19). In addition to global macroeconomic effects,
the Novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments will cause disruption to our
operations and sales activities. Our third-party vendors, third-party distributors, and our customers have been and will be disrupted
by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, disruptions
to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the
magnitude of such effects on our activities or the operations of our third-party vendors and third-party distributors, the supply
of our products will be delayed, which could adversely affect our business, operations and customer relationships. In addition,
the Novel Coronavirus (COVID-19) or other disease outbreak will in the short-run and may over the longer term adversely affect
the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products
and services and impact our operating results. There can be no assurance that any decrease in sales resulting from the Novel Coronavirus
(COVID-19) will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the Novel Coronavirus
(COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19)
or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions
will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and
will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions
on the ability of our employees to perform their jobs that may impact our ability to develop and design our products and services
in a timely manner or meet required milestones or customer commitments.
SIGNATURE
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.
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Frelii,
Inc.
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Date:
March 30, 2020
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By:
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/s/
Ian Jenkins
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Ian
Jenkins
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Chief
Executive Officer
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Frlii (CE) (USOTC:FRLI)
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