UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
The Quarterly Period Ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s phone number, including area code
+
Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities registered pursuant to Section 12(g) of the Securities Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES ☐ ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer ☐ Accelerated Filer ☐
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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The aggregate market value of the Company’s Common Stock held by non-affiliates computed by reference to the closing bid price of the Company’s Common Stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:
N/A.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at July 29, 2022 | |
| Common Stock, $.0001 par value |
TABLE OF CONTENTS
| 2 |
ECCO AUTO WORLD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2021 AND MARCH 31, 2021
(Expressed in United States Dollars)
December 31, 2021 | March 31, 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities (includes $ | $ | $ | ||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and Contingencies | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common Stock, par value $; shares authorized, shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
ECCO AUTO WORLD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 and 2020
(Expressed in United States Dollars, except for number of shares)
(Unaudited)
| Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations (including $ | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued operations: | ||||||||||||||||
| - Income from discontinued operations | ||||||||||||||||
| Net (loss) income | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive loss: | ||||||||||||||||
| - Foreign exchange translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted (loss) income per share: | ||||||||||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Income from discontinued operations | $ | $ | $ | $ | ||||||||||||
| Net (loss) income per share, basic and diluted: | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Weighted average number of common shares outstanding - Basic and diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
ECCO AUTO WORLD CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in United States Dollars, except for number of shares)
(Unaudited)
| Three months ended December 31, 2021 (Unaudited) | ||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number of shares | Amount | Paid-in Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||||
| Balance as of September 30, 2021 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2021 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Nine months ended December 31, 2021 (Unaudited) | ||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number of shares | Amount | Paid-in Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||||
| Balance as of March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2021 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Three months ended December 31, 2020 (Unaudited) | ||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number of shares | Amount | Paid-in Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||||
| Balance as of September 30, 2020 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2020 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Nine months ended December 31, 2020 (Unaudited) | ||||||||||||||||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number of shares | Amount | Paid-in Capital | Comprehensive Income | Accumulated Deficit | Stockholders’ Deficit | |||||||||||||||||||
| Balance as of March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of December 31, 2020 (Unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 5 |
ECCO AUTO WORLD CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31 2021 AND 2020
(Expressed in United States Dollars)
(Unaudited)
Nine Months Ended December 31 | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustment to reconcile net (loss) income to net cash generated from operating activities: | ||||||||
| Income from discontinued operations | ( | ) | ||||||
| Depreciation | ||||||||
| Changes in operating liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ||||||
| Net cash generated from operating activities - discontinued operations | ||||||||
| Net cash generated from operating activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 6 |
ECCO AUTO WORLD CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020
(In U.S. dollars, except share and per share data)
(Unaudited)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
ECCO Auto World Corporation (the “Company”) was incorporated in Nevada on June 6, 2016.
On
June 7, 2017, the Company acquired
Basis of presentation
The accompanying condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2021, filed with the SEC on July 22, 2022. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of December 31, 2021, and the results of its operations and its cash flows for the nine months ended December 31, 2021 and 2020. The balance sheet as of March 31, 2021, is derived from the Company’s audited financial statements. Since the disposal of ECCO Labuan and FSX Vtrade on January 2, 2021, the financial statements include the accounts of the Company only.
The results of operations for the nine months ended December 31, 2021 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending March 31, 2022.
Going concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
As
reflected in the accompanying financial statements for the nine months ended December 31, 2021, the Company incurred a net loss of
$
The continuation of the Company as a going concern is dependent upon the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.
COVID-19
The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The Company monitors guidance from national and local public health authorities and has implemented health and safety precautions and protocols in response to these guidelines. The extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company’s business is highly uncertain and difficult to predict and quantify at this time.
| 7 |
Use of estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheet, and the reported revenue and expenses during the periods reported. Significant estimates include those related to the accrual of potential liabilities. Actual results may differ from these estimates.
Revenue recognition
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. To determine revenue recognition under ASC 606, an entity performs the following five-steps (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-steps to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.
Basic income (loss) per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed like basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the Statements of Operations and Comprehensive Income or Loss.
The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$.
Recent accounting pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
| 8 |
2. DISCONTINUED OPERATIONS
On
January 2, 2021, the Company sold its interests in its wholly owned subsidiaries, ECCO Labuan and FSX Vtrade, to an unrelated party for
$
ECCO Labuan and FSX Vtrade were deconsolidated effective January 2, 2021, and the Company does not have any continuing involvement in the operations of the disposed subsidiaries. The disposal is accounted for as discontinued operations and, accordingly, all prior periods presented in the accompanying condensed consolidated statements of operations and statements of cash flows have been adjusted to conform to this presentation; no adjustment has been made to the condensed consolidated balance sheet as a result of the disposal.
The following table summarizes certain selected components of discontinued operations for the disposed subsidiaries for the three and nine months ended December 31, 2020:
| Three months ended | Nine months ended | |||||||
| December 31, 2020 | December 31, 2020 | |||||||
| Revenues | $ | $ | ||||||
| Income from discontinued operations | $ | $ | ||||||
| Income per share from discontinued operations - Basic and Diluted | $ | $ | ||||||
3. RELATED PARTY TRANSACTIONS
| 9 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended March 31, 2021 filed with the Securities and Exchange Commission on July 22, 2022 (the “Form 10-K”) and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guaranteed of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Results of Operations
Revenues
The Company did not generate any revenues for the three and nine months ended December 31, 2021 and 2020, respectively.
General and Administrative Expenses
General and administrative (“G&A”) expenses were $8,503 and $6,930 for the three months ended December 31, 2021 and 2020, respectively.
For the nine months ended December 31, 2021 and 2020, the Company recorded G&A expenses of $25,477 and $26,596, respectively. A decrease in G&A expenses was a result of the Company’s cost management.
Other Income
There was no other income incurred for the three months ended December 31, 2021 and 2020.
No other income was incurred for the nine months ended December 31, 2021 as compared to other income for the nine months ended December 31, 2020 amounted to $12 which was derived from bank interest income.
Net Loss or Income
Net loss for the three months ended December 31, 2021 and 2020 was $8,503 and $1,293, respectively.
Net loss for the nine months ended December 31, 2021 was $25,477 as compared to net income of $8,402 for the nine months ended December 31, 2020.
Liquidity and Capital Resources
As of December 31 and March 31, 2021, cash and cash equivalents both were $1,544.
During the nine months ended December 31, 2021, the Company recorded no change in cash and cash equivalents comparing to a decrease in cash and cash equivalents of $1,445 for the nine months ended December 31, 2020.
During the nine months ended December 31, 2021, the Company recorded no cash generated from or used in operating activities as compared to $11,206 of net cash generated from operating activities for the nine months ended December 31, 2020.
Going concern
For the nine months ended December 31, 2021, the Company incurred a net loss of $25,477 and at December 31, 2021 had a stockholders’ deficit of $76,833. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the year ended March 31, 2021, with respect to this going concern uncertainty. This going concern opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities and future reports on our financial statements may also include an explanatory paragraph with respect to our ability to continue as a going concern.
The continuation of the Company as a going concern for one year from the date the financial statements are ready to be issued is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.
| 10 |
Critical Accounting Policies and Estimates
Use of estimates
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ from these estimates.
Revenue recognition
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. To determine revenue recognition under ASC 606, an entity performs the following five-steps (i) identifies the contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-steps to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.
Recent accounting pronouncements
See Note 1 of the financial statements for a discussion of recent accounting pronouncements.
Off-balance sheet arrangements
As of December 31, 2021, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
Other significant events
The Company is unable to file its Form 10-Q for the period ended December 31, 2021 (the “Report”) on time due to circumstances related to the COVID-19 global outbreak. The main operation of the Company is carried out in Kuala Lumpur, Malaysia. During the year 2020, the Malaysian government had imposed Movement Control Oder (MCO).
The MCO continued to year 2021 as Recovery Movement Control Order (RMCO), and even extended to total lockdown in June 2021. The officers had a limited access to the essential accounting documents and information stored in the Company’s office in Kuala Lumpur and the industry which the Company operates in was not deemed as essential services by the Malaysian government. Throughout the pandemic, the Company also experienced significant delays in operation and business development. The Company’s operation was suspended since then.
As such, the officers of the Company had a limited access to the documents and information necessary, it had been highly affected our operations along with our accountants, auditors, consultants, and professional advisors in their efforts to timely file the Report until early 2022. In relation to a letter issued by the SEC on May 10, 2022, the Company is not in compliance with the reporting requirements under Section 13(a) of the Securities Exchange Act of 1934, the Company is trying to fulfill the requirements and expects to file the Report no later than July 29, 2022.
| 11 |
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive and Financial Officer. Based upon that evaluation, our Chief Executive and Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The matters involving internal controls and procedures that our management considered to be material weaknesses were: (i) we had an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (ii) we did not have written documentation of our internal control policies and procedures, including written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of U.S. GAAP and SEC disclosure requirements; (iii) we had ineffective controls over our financial statement close and reporting process and did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved, (iv) we did not maintain effective controls over the recording and approval of recurring and non-recurring journal entries and (v) we had inadequate segregation of duties consistent with control objectives.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the period ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 12 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
Delay in filing of Form 10-Q
The Company is unable to file its Form 10-Q for the period ended December 31, 2021 (the “Report”) on time due to circumstances related to the COVID-19 global outbreak. The main operation of the Company is carried out in Kuala Lumpur, Malaysia. During the year 2020, the Malaysian government had imposed Movement Control Oder (MCO) for the period from March 18 to March 31, 2020. The MCO was later extended for additional two weeks to April 14, 2020, and subsequently further extended to April 28 and May 12, 2020, respectively. Under the MCO, only businesses categorized under essential services such as water, electricity, energy, telecommunications, postal, transportation, banking, health, pharmacy, and food supply were allowed to operate with limited business hours. All other non-essential businesses were required to halt physical operations and public were only allowed to leave home for certain reasons, such as seeking medical assistance and buying groceries.
The MCO continued to year 2021 as Recovery Movement Control Order (RMCO), and even extended to total lockdown in June 2021. The officers had a limited access to the essential accounting documents and information stored in the Company’s office in Kuala Lumpur and the industry which the Company operates in was not deemed as essential services by the Malaysian government. Throughout the pandemic, the Company also experienced significant delays in operation and business development. The Company’s operation was suspended since then.
As such, the officers of the Company had a limited access to the documents and information necessary, it had been highly affected our operations along with our accountants, auditors, consultants, and professional advisors in their efforts to timely file the Report until early 2022. In relation to a letter issued by the SEC on May 10, 2022, the Company is not in compliance with the reporting requirements under Section 13(a) of the Securities Exchange Act of 1934, the Company is trying to fulfill the requirements and expects to file the Report no later than July 29, 2022.
| 13 |
ITEM 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 14 |
SIGNATURES
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, thereunto duly authorized.
| ECCO AUTO WORLD CORP. | ||
| (Name of Registrant) | ||
| Date: July 29, 2022 | ||
| By: | /s/ Wong Chee Hon Jason | |
Wong Chee Hon Jason Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) | ||
| 15 |