Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 14 2016 - 10:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SEC File Number
000-54867
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CUSIP Number
53190A 20 5
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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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¨
Form
10-K
¨
Form 20-F
¨
Form
11-K
x
Form 10-Q
¨
Form
10-D
¨
Form N-SAR
¨
Form
N-CSR
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For period ended:
September
30, 2016
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Transition Report on Form 10-K
¨
Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
For the transition period ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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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
LifeApps Brands Inc.
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Full Name of Registrant
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Polo Plaza, 3790 Via De La Valle, #116E
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Address of Principal Executive Office
(Street and Number)
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Del Mar, CA 92014
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City, State and Zip Code
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PART II—RULE 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
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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¨
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III—NARRATIVE
State below in reasonable detail the reason
why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
(Attach extra sheets if needed)
The Registrant is unable to file
its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 (the “Report”) by the prescribed
date of November 14, 2016, without unreasonable effort or expense, because the Registrant needs additional time to complete certain
disclosures and analyses to be included in the Report. In accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Registrant intends to file its Report on or prior to the fifth calendar day following the
prescribed due date.
PART IV—OTHER INFORMATION
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(1)
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Name and telephone number of person to contact with regard
to this notification.
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Scott Rapfogel
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(212)
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259-7300
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) or 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 the answer is no, identify report(s).
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x
Yes
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No
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(3)
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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?
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x
Yes
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No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot
be made.
Revenues for the 3 months ended
September 30, 2016 and 2015 were $147 and $19,260, respectively. The decrease in revenues was due to an across the board downturn
in Registrant’s business.
During the three months ended
September 30, 2016 and 2015, Registrant’s operating expenses were $56,895 and $66,200, respectively and Registrant’s
operating losses were $56,799 and $73,351, respectively. The decrease in operating expenses and operating losses was primarily
due to a decrease in depreciation and amortization expenses.. Registrant had net losses of $56,799 for the three months ended September
30, 3016, compared to net losses of $137,384 for the three months ended September 30, 2015. The decrease in net loss is primarily
attributable to a decrease in loss on conversion of debt.
The foregoing information is
preliminary and unaudited and is subject to change when the Report is filed.
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LifeApps Brands Inc.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed
on its behalf by the undersigned heretofore duly authorized.
Date: November 14, 2016
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By
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/s/ Robert Gayman
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Name: Robert Gayman
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Title: Chief Executive Officer
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