Item 8.01 Other Events
On March 26, 2020, the Company determined that it will not be able to file its
Form 10-K for the year ended December 31, 2019 on time as a result of factors
relating to the COVID-19 pandemic and the steps taken by states to seek to
reduce the spread of the virus by either requesting or requiring businesses to
close or work remotely. As a result, the Company's accounting staff and the
staff of the independent auditors are not able to complete the audit in a timely
manner in order to file the Form 10-K by the required date, after giving effect
to the extension permitted by Section 12b-25. On March 27, 2020, the Company
filed a report on Form 8-K (the "Initial Filing") in which it reported that it
will rely on the exemption from timely filing provided by the SEC in Release No.
34-88318, dated March 4, 2020 (the "Release"). The Release permits the Company
to file permits the Company to file the Form 10-K not later than 45 days after
the original due date. The Company initially anticipated that it would file the
Form 10-K by April 30, 2020. For the reasons set forth in the Initial Filing,
the Company now anticipates that it will file the Form 10-K no later May 14,
2020, which is 45 days after the initial due date of March 30, 2020. The Company
anticipates that it will file the historical financial statements for JAS
Practice Management, Inc., a Texas corporation doing business as JAS Consulting,
Inc. ("JAS"), for the years ended December 31, 2019 and 2018 and the pro forma
financial statements at or about the time the Company files its Form 10-K.
As reported in the Initial Filing, the acquisition of JAS is being accounted for
as a reverse acquisition, with JAS being the acquiring party for accounting
purposes. As a result, the Company's historical financial statements will
reflect the results of operations of JAS for 2018 and 2019 through December 18,
2019, the combined results of operations of the JAS and the Company from
December 19, 2019, the date of the acquisition, through December 31, 2019.
Based on preliminary financial information, the Company expects to report a net
loss of between $300,000 and $400,000 on revenue of approximately $1.9 million
for 2019, as compared with net income of approximately $160,000 on revenue of
approximately $1.6 million for 2018. Subsequent to December 31, 2019, the
Company's operations have been materially impacted by the effects of the
COVID-19 pandemic and the steps taken by states to reduce the spread of the
virus.
This report contains or may contain, among other things, certain forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve significant risks and
uncertainties. Such statements may include, without limitation, statements with
respect to the Company's plans, objectives, projections, expectations and
intentions and other statements identified by words such as "projects," "may,"
"could," "would," "should," "believes," "expects," "anticipates," "estimates,"
"intends," "plans" or similar expressions. These statements are based upon the
current beliefs and expectations of the Company's management and are subject to
significant risks and uncertainties, including those detailed in the Company's
filings with the Securities and Exchange Commission. Actual results may differ
significantly from those set forth in the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties that are
subject to change based on various factors (many of which are beyond the
Company's control). The Company does not intend to publicly update any
forward-looking statements, whether as a result of new information, future
events, or otherwise, except as may be required under applicable securities
laws.
2
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.
Date: May 1, 2020 PreCheck Health Services, Inc.
By: /s/ Justin E. Anderson
Justin E. Anderson
Chief Executive Officer
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PRECHECK HEALTH SERVICES, INC. 
