UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 19, 2020

Date of Report (Date of Earliest Event Reported)

WISEMAN GLOBAL LIMITED

(Exact name of registrant as specified in its charter)

1308#39, Renmin 4th Road, Danshui Town,

Huizhou City, 516200 Guangdong, China

(+86) 755 8489 9169

(Address & telephone number of principal executive offices)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

[  ]

ITEM 8.01 OTHER EVENTS

ORDER UNDER SECTION 36 OF THE SECURITIES EXCHANGE ACT OF 1934 GRANTING EXEMPTIONS FROM SPECIFIED PROVISIONS OF THE EXCHANGE ACT AND CERTAIN RULES THEREUNDER.

Narrative

There will be a delay in filing of Wiseman Global Limited’s (the “Company’s”) Annual Report on Form 10-K for the fiscal year ended December 31, 2019, because the Company requires additional time to complete the closing of each consolidated subsidiary’s ledger books and its auditors, Pan-China Singapore PAC, require additional time to complete the audit process of the Company’s financial statements for the year ended December 31, 2019, due to the outbreak of coronavirus disease 2019 (“COVID-19”), which was first reported in December 2019 in Wuhan, China.

As a standard audit procedure, the auditors are required to adhere to the confirmation procedures to ensure the effectiveness of this audit procedures, i.e. to issue confirmations to bank, customers and/or suppliers directly, and require the counter-parties to mail back the confirmations directly to the auditors’ office. However, in view of the limited operations of commercial banks (in particular, banks in Shenzhen City, the location of the Company’s principal office and where it conducts its business operations) and other business entities (in particular, small to medium sized business entities), and the extended processing period of express delivery services as part of the control measures during the outbreak of COVID-19, and subsequent recovery periods, the issuance of audit confirmations is expected to be postponed to April 2020, and the related response period by the respective counter-parties is expected to be longer than usual. The recovery rate of audit confirmations that have been distributed (in particular, confirmations to customers and suppliers) is also expected to be slower than usual. As a result, additional alternative confirmation procedures will be required. Such measures will result in the delay of the overall audit process.

Based on the revised schedule of the completion of the audit procedures, the Company expects to file its Annual Report on Form 10-K for the year ended December 31, 2019 during the week of May 11, 2020.

Risk factor from the impact of COVID-19 on the Company’s business

An overall decline in the health of the economy and other factors impacting consumer spending, as a result of COVID 19 may affect consumer purchases, reduce demand for our products and materially harm our business, results of operations and financial condition.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer confidence and spending, including but not limited to, general current and future economic and political conditions, consumer disposable income, recession and fears of recession, unemployment, minimum wages, availability of consumer credit, consumer debt levels, interest rates, tax rates and policies, inflation, war and fears of war, inclement weather, natural disasters, terrorism, active shooter situations, outbreak of viruses, widespread illness, infectious diseases, contagions and the occurrence of unforeseen epidemics (including the outbreak of the coronavirus and its potential impact on our financial results) and consumer perceptions of personal well-being and security. The outbreak of the COVID-19 has resulted in store closures and a decrease in consumer traffic in China. At this point, the extent to which the coronavirus may impact our results is uncertain.

Due to the outbreak first reported on December 31, 2019 and in response to the outbreak, the municipal government of Guangdong Province has taken strict control measures to prevent the further outbreak of the disease since January 28, 2020. As a result, a notice issued by the municipal government of Guangdong Province that most of the business entities, including commercial banks, hotels, public transportation and express delivery companies, except for those related to epidemic prevention supply, utility supply, supermarkets, etc., in Shenzhen City were not allowed to resume operations before February 9, 2020, and all of our employees (including staff in our accounting department) were not able to come back to the office. The Company resumed its operation from February 10 to February 13, 2020. However, on February 14, 2020, the Company decided to temporarily shut down its operations as new infected cases dramatically increased on or around that same time. The Company fully resumed its operations on March 2, 2020. However, we cannot assure you that we will not shut down our offices, storeroom and/or showroom if the COVID-19 situation become worse, or that the municipal government will not pursue such policies in the future. If it happens, our business, financial conditions and results of operations could be adversely affected.

Consumer purchases of discretionary items such as electronics, including our products, often decline during periods when economic or market conditions are unstable or weak. Reduced consumer confidence and spending cutbacks may result in reduced demand for our products and services, which could result in lost sales and/or excessive markdowns. Reduced demand also may require increased selling and promotional expenses, impacting our profitability. Changes in areas around our store locations of our distributors might result in reductions in consumer foot traffic or otherwise render the locations unsuitable and could cause our sales to be less than expected. Prolonged or pervasive economic downturns could slow the pace of our business development, reduce comparable sales or cause setbacks to our operations, which could have a material negative impact on our financial performance. When the economy weakens or as consumer behavior shifts, distributors may be more cautious with orders. A slowing or changing economy in our key markets could adversely affect the financial health of our customers and distributors, which in turn could have an adverse effect on our results of operations and financial condition.

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, thereunto duly authorized.