Dewmar International BMC Inc (DEWM)

[Det_Robert_Thorne]

Why delay 2014 10-K for unfinished 2016 deal?

I think he was finishing up a deal and wanted to hold up all fins for another month till deal was secured then drop all fins and news.

That doesn't make sense to me, for a couple of reasons:

1) Moran committed to a 2014 10-K by March 30, which isn't required to disclose a 2016 event that still in development or negotiation

In the Nov 5, 2015 8-K, Moran wrote:

In all cases, interested parties should conduct their own independent investigation and analysis and are reminded of the pending audited financials for the full fiscal year 2014 which are scheduled for release in the first quarter of 2016. [emphasis added]

This comment set the baseline expectation of the 2014 10-K being filed by March 31, 2016.

Then, in the 2015 CEO Message on the Dewmar site, dated Dec 31, 2015, Moran wrote the following:

Currently, our PCAOB accredited auditing firm, Malone Bailey, is conducting a complete audit of our 2014 financials. Once submitted, the audit satisfies our SEC filing requirements and further validates the financial results we made public in our most recently published 8K. [emphasis added]

This was a reiteration of the comments in the 8-K, because if DEWM did file an audited 2014 10-K before March 30, 2016, when the 2015 10-K was due, the company would be current, at least as far as audited filings are concerned (they would still need to issue the 10-Qs for 1Q/14 - 3Q/14, or at least put quarterly data in the 10-K to get fully up to speed for 2014).

This shows that Moran twice told shareholders that the 2014 audited financials would be released by March 30, 2015.

Any deal in negotiation at the time a quarterly or annual report is issued is not a "subsequent event" until it happens.

Therefore, this was not a legitmate reason to miss the March 30, 2015 date for the 2014 10-K.

2) The 2015 10-K was due to be filed on April 14, 2016 (including the 15-day extension.) Again any deal/event currently in negotiation or not signed by April 14 wasn't required to be disclosed in a report covering the period ending Dec 31, 2015.

IMO, the excuse for Moran that you provide doesn't hold up under scrutiny.