Current Report Filing (8-k)
07 Mai 2021 - 3:53PM
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
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 7, 2021
Orbsat
Corp
(Exact
name of registrant as specified in its charter)
Nevada
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000-25097
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65-0783722
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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18851
N.E. 29th Ave., Suite 700, Aventura, FL 33180
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (305) 560-5355
(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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (§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 [X]
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. [X]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbols(s)
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Name
of each exchange on which registered
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NA
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NA
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NA
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Item
8.01. Other Events
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
statements set forth below are forward-looking statements. Such forward-looking statements include those that express plans, anticipation,
intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking
statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties
known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.
In
some cases, you can identify forward-looking statements by terminology, such as “expects”, “anticipates”, “intends”,
“estimates”, “plans”, “potential”, “possible”, “probable”, “believes”,
“seeks”, “may”, “will”, “should”, “vision,” “could” or the negative
of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could
cause actual results to differ materially from those expressed in them.
Preliminary
Operating Results for the First Quarter Ended March 31, 2021 and Estimated Financial Condition Information at March 31, 2021
The estimated financial information set forth
below is preliminary and unaudited. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated
in a currency other than the functional currency are included in the estimates set forth below. We have provided ranges, rather
than specific amounts, for the preliminary results described below primarily because our financial closing procedures for the
three months ended March 31, 2021 are not yet complete and, as a result, our final results upon completion of our closing procedures
may vary from the preliminary estimates within the ranges described below. In addition, such data is based on our current
expectations and may be adjusted as a result of, among other things, the completion of our quarter-end closing procedures
for the quarter ended March 31, 2021 and should not be viewed as a substitute for full reviewed quarterly financial statements
prepared in accordance with Generally Accepted Accounting Principles, consistently applied. The estimates were prepared by
our management, based upon a number of assumptions, in connection with preparation of our financial statements and completion
of our preliminary review for the quarter ended March 31, 2021. Additional items that would require adjustments to the preliminary
financial information may yet be identified. We expect to file our Quarterly Report on Form 10-Q including our financial statements
for the quarter ended March 31, 2021 on or about May 17, 2021. Our independent registered public accounting firm has not conducted
a review of, and does not express an opinion or any other form of assurance with respect to, these preliminary estimates.
Preliminary
operating results for the quarter ended March 31, 2021 and certain preliminary financial condition information at March 31, 2021 are
as follows;
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Revenue
for the quarter is expected to be between $1.4 million and $1.5 million, representing a relatively unchanged amount from $1,468,103
for the same period in 2020. While the Company experienced a greater disruption resulting from the effects of the COVID-19 pandemic
and the effects of Brexit in 2021 compared to 2020, the revenue remained primarily unchanged.
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Gross
profit for the quarter is expected to be between $0.4 million and $0.5 million, representing an increase from $348,001 for the same
period in 2020. The increase is primarily due to a greater percentage of high margin sales first quarter ended March 31, 2021 as
compared to the same period in 2020, as well to as an increase in margins on certain sales that resulted from customers bearing value
added tax (VAT) that was previously borne by the Company.
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Net
loss for the quarter is expected to be between $0.7 million and $0.8 million, representing an increase from $284,860 for the same
period in 2020. The increase is primarily due to an increase in professional fees related to the Company’s listing of its capital
stock on a national securities exchange as well as the effects of noncash charges related to its convertible note payable.
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At
March 31, 2021, total current assets were approximately $1.5 million representing an increase from $1,372,467 as of December
31, 2020. The increase is primarily due to the Company entering into a convertible note in March 2021 for
$350,000.
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At
March 31, 2021, total current liabilities were approximately $1.5 million representing a relatively unchanged amount
from $1,516,525 as of December 31, 2020.
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At
March 31, 2021, we had approximately $1.2 million in outstanding convertible debt and 6,177,203 shares of common stock outstanding.
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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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By:
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/s/
David Phipps
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Name:
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David
Phipps
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Title:
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Chief
Executive Officer
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Dated:
May 7, 2021
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