Ill just let you know, the clock has not started yet. And it is not 72 days, and the clock never restarts with amendments.
As per Reg S-X, the audited financials as required by Rule 3-05, are to be included in the initial filing of Form 8K, triggered by Item 2.01. In the event the registrant cannot file the audited financials of the acquired including the pro-formas, the registrant is to explain that in the initial filing. This filling must occur within 4 business days of closing on the transaction (not signing a contract).
Then the registrant has 71 calendar days after that initial filing of Form 8K Item 2.01 to amend the initial 8K Item 2.01 by including the financials and pro-formas under Item 9.01.
Keep in mind the first filing is four business days, whereby the amendment is 71 calendar days (not from the date of the closing, but the date of the filing).
Failing to include the audited financials in the initial 8K or amend it within the 71 calendar days of the filing of the initial 8K would cause the issuer to be delinquent and no longer current in its reporting requirements as pursuant to Section 13(a) or Section 15(d).
This would severely impact the registrant from raising capital under Reg D such as 505 and 506 or any effective registration as the registrant has not sufficient current information. Also, shareholders holding restricted securities who intend to sell that stock in reliance upon Rule 144 will not be able to rely upon Rule 144 and sell that stock in the market until the registrant cures the delinquency. Selling shareholders doing so would be in violation of securities laws and subject to sanctions.
Further, two years audit is not always an exact science. But that is what is required.
Next, what cash flow is making this acquisition?
CEO and CFO are accruing salaries due to lack of funds, and the cash flow statement is bare...so is the balance sheet.
