Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard, Transfer of Listing
In September 2020, the Securities and Exchange Commission ("SEC") amended
Exchange Act Rule 15c2-11, which primarily governs a broker's ability to submit
or publish quotations for securities that trade on the over-the-counter ("OTC")
markets. In essence, Rule 15c2-11 prohibits dealers from publishing quotations
for OTC securities to quotation mediums without first reviewing certain issuer
financial information and ensuring that information is current and publicly
available before quoting that security.
Under the amended Rule 15c2-11 (the "Amended Rule"), which takes effect
September 28, 2021, current information about an issuer must be publicly
available in order for an issuer's security to become quoted initially, and
remain quoted, on one of the public markets (the "OTC Markets") operated by the
OTC Markets Group. According to guidance from the OTC Markets Group, issuers
subject to SEC reporting obligations will satisfy the requirements of the
Amended Rule if such issuers are current in their SEC reporting obligations in
accordance with the provisions of the Amended Rule. Companies that do not make
current information publicly available, and thus do not meet the requirements
for ongoing quoting, will be shifted to the OTC Markets Group's "Expert Market."
The Expert Market will be available for unsolicited quotes only, meaning
broker-dealers may use the Expert Market to publish unsolicited quotes
representing limit orders from retail and institutional investors who are not
affiliates or insiders of the issuer. Quotations in Expert Market securities are
made available to broker-dealers, institutions, and other sophisticated
investors.
A company relegated to the Expert Market will be able to reapply for listing on
the OTC Markets through the filing of a new Form 211 with FINRA once the Company
has made current information available and is in compliance with the Amended
Rule.
At present, Global Boatworks Holdings, Inc. (the "Company") is not current with
its SEC reporting obligations with respect to its Annual Report on Form 10-K for
year ended December 31, 2020 and its Quarterly Reports on Form 10-Q for the
periods ending March 31, 2021 and June 30 2021 (the "Missed Filings") and such
Missed Filings will not be completed and filed by September 28, 2021, the date
the Amended Rule goes into effect. The Company cannot guarantee if its stock
will continue to be quoted on the OTC Markets after September 28, 2021.
Moreover, once the Company is moved to the Expert Market, there is no guarantee
that it will be accepted for relisting on the OTC Markets thereafter.
If the common stock of the Company ceases to be quoted on the OTC Markets,
stockholders will no longer have a public trading market for such shares,
trading bid and ask prices and share trading volumes will not be publicly quoted
and the trading market for the common stock will be illiquid and may be limited
primarily to private purchases and sales among individual stockholders, if at
all. Such transactions will be opaque to the public marketplace and will not
provide the Company's stockholders with a reliable market value of the common
stock. Stockholders may be unable to sell their shares when they desire to do so
or at all, or may receive less than what they perceive their shares are worth in
such a transaction.
As previously announced on August 6, 2021, the Company engaged Rosenberg Rich
Baker Berman P.A. ("RRBB") as its independent registered public accounting firm
for the Company's fiscal year ended
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December 31, 2020. Also, as previously announced on September 1, 2021, the
Company engaged Lang Financial Services, Inc., and its principal, Lanny R. Lang,
to assist the Company's efforts toward restoring its SEC financial reporting
deficiencies. The Company will continue working diligently to complete and file
the Missed Filings as soon as possible to become, and will endeavor to continue
to be, current with its SEC reporting obligations. As soon as possible after it
has done so, the Company intends to apply for relisting on the OTC Markets
through the filing of a new Form 211.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended, based on our current expectations,
estimates and projections about our operations, financial condition, results of
operations, and liquidity. Statements containing words such as "may," "believe,"
"anticipate," "expect," "intend," "plan," "project," "estimate," or similar
expressions constitute forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding expectations
and beliefs about the preparation and filing of Missed Filings and the Company's
listing on OTC Markets. Actual outcomes and results may differ materially from
those contemplated by these forward-looking statements as a result of
uncertainties, risks, and changes in circumstances, including, but not limited
to, risks and uncertainties related to: (i) the audit of the Company's annual
financial statements for year ended December 31, 2020 by RRBB; (ii) the
Company's ability to complete and file its Missed Filings; (iii) the
determinations of the OTC Markets Group; and (iv) the Company's ability to
locate a market maker to file a Form 211 for the Company after it is moved to
the Expert Market. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. Such forward-looking statements are not guarantees of future
performance or results and involve risks and uncertainties that may cause actual
performance and results to differ materially from those predicted. Reported
results should not be considered an indication of future performance. Except as
required by law, the Company undertakes no obligation to publicly release the
results of any revision to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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