Item 8.01 Other Events.
Bare Metal Standard, Inc., an Idaho corporation,
(the “Company” or “Registrant”) is filing this Current Report on Form 8-K to report its reliance on the
order of the U.S. Securities and Exchange Commission (the “Commission”) issued on March 4, 2020 (the “Order”)
in connection with the Company’s Quarterly Report on Form 10-Q for the period-ended April 30, 2020, which Order was supplemented
and updated, as set forth below.
On March 4, 2020, the Commission issued
an Order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”), which was
supplemented by Release No. 34-88465 dated March 25, 2020. Pursuant to the Order, as supplemented on March 25, 2020, the Commission
stated, in relevant part, as follows: “(a) [If] The registrant . . . is unable to meet a filing deadline due to circumstances
related to COVID-19; (b) Any registrant relying on this Order furnishes to the Commission a Form 8-K . . . by the later of March
16 or original filing deadline of the report [June 15, 2020] stating:(1) that it is relying on this Order; (2) [and files] a brief
description of the reasons why it could not file such report, schedule or form on a timely basis; (3) [and discloses] the estimated
date by which the report, schedule, or form is expected to be filed; 4 (4) if appropriate, a risk factor explaining, if material,
the impact of COVID-19 on its business; and [if applicable] (5) if the reason the subject report cannot be filed timely relates
to the inability of any person, other than the registrant, to furnish any required opinion, report or certification, the Form 8-K
shall have attached as an exhibit a statement signed by such person stating the specific reasons why such person is unable to furnish
the required opinion, report or certification on or before the date such report must be filed. (c) The registrant or any person
required to make any filings with respect to such a registrant files with the Commission any report, schedule, or form required
to be filed no later than 45 days after the original due date; and (d) In any report, schedule or form filed by the applicable
deadline pursuant to paragraph (c) above, the registrant must disclose that it is relying on this Order and state the reasons why
it could not file such report, schedule or form on a timely basis.”
As a result of the travel and work restrictions
stemming from the COVID-19 pandemic, the Company is unable to obtain the necessary financial records that it needs to permit the
Company to finish the internal and external review process in order to file a timely and accurate Quarterly Report on Form 10-Q
for the period-ended April 30, 2020 by the prescribed date of June 15, 2020, or by the extended date of June 22, 2020, even if
the Company files for an extension on Form 12b-25.
In addition, we plan on including in our
Quarterly Report on Form 10-Q a separate risk factor under “Management’s Discussion and Analysis” regarding
the potential and actual impact on our business and operations, as a result of the growing presence and impact of the COVID-19
pandemic. The substance of the new risk factor disclosure is still in preparation as we evaluate the various governmental and non-governmental
reports about business and banking closures in Idaho where the Company is located and the United States where the Company’s
operations are conducted.
As a precaution, the State of Idaho has
ordered and the Company has directed its key employees to work from home to the greatest extent possible, implementing self-confinement
even if not showing any COVID-19 symptoms. While the City of Boise is presently in Stage 2 of re-opening under the Idaho Rebounds
Program, we have been set back in preparation of the April 30, 2020 Form 10-Q during the period of closure.
Accordingly, in reliance upon the Order
dated March 4, 2020, Release No. 34-88465, supplemented by Release No. 34-88465 dated March 25, 2020, the Company expects to file
its Quarterly Report on Form 10-Q on or before 45 days from the original filing deadline of June 15, 2020, which will include an
appropriate Risk Factor disclosure on the potential and actual impact of COVID-19 on the Company.