UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 
Commission File Number: 000-49648

  

(CHECK ONE):

¨ Form 10-K

¨ Form 20-F

 ¨ Form 11-K

x Form 10-Q

¨ Form N-SAR            ¨ Form 10-D            ¨ Form N-CSR

 

 

For Period Ended: September 30, 2015

 
     
 

¨ Transition Report on Form 10-K

   
 

¨ Transition Report on Form 20-F

   
 

¨ Transition Report on Form 11-K

   
 

¨ Transition Report on Form 10-Q

   
 

¨ Transition Report on Form N-SAR

   

 

For the Transaction Period Ended:______________________

  

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

NightCulture, Inc. 

Full Name of Registrant

 

Former Name if Applicable

 

6400 Richmond Ave.

Address of Principal Executive Office (Street and Number)

 

Houston, TX 77057

City, State and Zip Code

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

   

x

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

   

¨

(c)

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

  

PART III — NARRATIVE 

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report thereof, could not be filed within the prescribed time period.

 

NightCulture, Inc. (the "Company") could not complete the filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2015 due to a delay in obtaining and compiling information required to be included in the Company's Form 10-Q, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company will file its Form 10-Q no later than the fifth calendar day following the prescribed due date.

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

 

Michael Long

 

(832)

 

535-9070

 

(Name)

 

(Area Code)

 

(Telephone Number)

  

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes  ¨ No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ¨ Yes  x No

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

  

 
2

   

NightCulture, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 16, 2015

By:

/s/ Michael Long

 
 Name:

Michael Long

 
 Title: Chief Executive Officer 

 

  

3