Panglobal Brands Inc. Voluntarily Intends to File Form 15 to Suspend SEC Reporting Obligations
March 19 2010 - 6:54PM
Business Wire
Panglobal Brands Inc. (the “Company”) (OTCBB: PNGB) today
announced its Board of Directors unanimously approved the voluntary
suspension of its duty to file SEC reports and the voluntary
deregistration of its common stock. These actions will result in
the Company no longer being a reporting issuer to the SEC and the
Company’s common shares no longer being quoted on the Over the
Counter Bulletin Board. In accordance with the resolutions adopted
by its Board of Directors, the Company will file a Certification
and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File
Reports under Sections 13 and 15(d) of the Securities Exchange Act
of 1934 on Form 15 with the Securities and Exchange Commission
(SEC). The Company is eligible to suspend its reporting obligations
and deregister its common stock because there are less than 300
holders of record of the Company’s common stock. The Company
expects that the deregistration of its common stock will become
effective 90 days after the date of filing of Form 15 with the SEC.
The Company intends filing Form 15 on April 9, 2010.
Upon the filing of Form 15, the Company's obligation to file
periodic and current reports with the SEC, including Forms 10-K,
10-Q, and 8-K, will be immediately suspended and the Company’s
common shares will no longer be quoted on the Over the Counter
Bulletin Board, but they will continue to be quoted on the Pink
Sheets under the symbol PNGB. Further, the Company is still in the
hearing process, but believes that it was not successful in its
appeal to remain as eligible to trade on the OTCBB (see Company
press release dated March 10, 2010) and the Company’s shares may be
removed from trading on the OTCBB and be available for trading on
the Pink Sheets at a date prior to April 9, 2010.
In reaching its decision, the Company’s Board of Directors
consulted with external advisors and evaluated the advantages and
disadvantages of continuing to operate as a reporting company in
light of such factors as the costs and expenses of compliance with
the SEC reporting requirements. These requirements include the
Sarbanes-Oxley Act of 2002, the ongoing burden associated with the
preparation and filing of annual, quarterly and current reports
with the SEC and the substantial diversion of management’s time and
efforts from the tasks required to develop the Company’s business
and shareholder value. The Board of Directors also considered the
current decline in the economy and the impact it has had on the
public markets.
In reaching its decision, the Board of Directors also considered
that as of fiscal year 2010, if the Company were to remain as a
reporting issuer, its auditors would be required to attest to
management’s assessment of the Company's internal control over
financial reporting. Management expects that this requirement under
Section 404 of the Sarbanes-Oxley Act of 202 for the auditor’s
attestation report would add a substantial amount to the Company’s
audit fee expense for this current fiscal year. Furthermore,
management expects that satisfying this requirement would require a
considerable increase in the workload placed on the Company’s
directors, officers and consultants.
Charles Lesser, the Company’s CEO said, “The current market
conditions, auditing, legal and other expenses required to comply
with the SEC reporting requirements make it untenable for us to
continue to be a reporting company at this time. We want to focus
on re-building our apparel business and creating shareholder value
for the future. We intend to continue to share quarterly, annual
and other Company information with our shareholders.”
About Panglobal Brands Inc.
Panglobal Brands Inc. is committed to building a diverse stable
of apparel brands, capitalizing on opportunities to participate in
the hottest fashion trends as they happen. Our business strategy is
to create a balance with dynamic branded products and the
traditionally more stable private label apparel business by selling
branded products through specialty retailers and by running a
private label division catering to department store chains. Our
current brands include: SoSik, which represents affordable fashions
for the burgeoning junior market; Scrapbook and Crafty Couture,
which are aimed at the teen and junior markets and feature mix and
match knits; and Haven, a value oriented contemporary print dress
label.
This strategy plus a management team with significant apparel
industry experience, enables Panglobal Brands to bring high-value
products to market at competitive price points.
Legal notice regarding Forward Looking Statements
This release contains "forward looking statements”. Any
statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
goals, assumptions or future events or performance are not
statements of historical fact and are "forward looking statements”.
Forward looking statements are based on expectations, estimates and
projections at the time the statements are made that involve a
number of risks and uncertainties which could cause actual results
or events to differ materially from those presently anticipated.
Forward looking statements in this Press Release include that (a)
our common shares will continue to be quoted on the Pink Sheets,
(b) we will file a Certification and Notice of Termination of
Registration on Form 15 with the SEC to effect this termination,
(c) the deregistration of our common stock will become effective 90
days after the date of filing of Form 15, (d) we intend to continue
to share quarterly, annual and other Company information with our
shareholders, (e) if the Company were to remain as a reporting
issuer, its auditors would be required to attest to our
management’s assessment of the Company's internal control over
financial reporting and (f) the new requirement for the auditor’s
attestation report would add substantially to the Company’s annual
audit fee expenses.
We undertake no obligation and do not intend to update these
forward looking statements to reflect events or circumstances
occurring after this press release. You are cautioned not to place
undue reliance on these forward looking statements. All forward
looking statements are qualified in their entirety by this
cautionary statement.
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