SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
Commission
File Number 33-18099-NY
NOTIFICATION
OF LATE FILING
☒
Form
10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q
☐
Form N-SAR ☐ Form N-CSR
For
Period Ended: December 31, 2016
☐
Transition
Report on Form 10-K ☐ Transition Report on Form 10-Q
☐
Transition
Report on Form 20-F ☐ Transition Report on Form N-SAR
For
the Transition Period Ended: _______________________________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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
Full
name of registrant
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Quest
Patent Research Corporation
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Address
of principal executive office
city, state and zip code
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411
Theodore Fremd Ave., Suite 206S
Rye,
NY 10580-1411
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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.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form 10-Q, 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 portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
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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 reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not
be filed within the prescribed time period.
Because
of the lack of resources, the compilation, dissemination and review of the information required to be presented in the Form 10-K
for the year ended December 31, 2016, the Company requires additional time to gather information relating to the classification
of certain liabilities. The Company intends to file the Form 10-K for the year ended December 31, 2016 no later than 15 days after
its original filing date.
Part
IV
Other
Information
(1)
Name and telephone number of person to contact in regard to this notification
Jon
C. Scahill, Chief Executive Officer
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(888)
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743-7577
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(Name)
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(Area
Code)
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(Telephone
Number)
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(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 the answer is no, identify report(s).
☒
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 ☐ 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.
Because
of the lack of personnel and resources, the Company requires additional time for the compilation, dissemination and review of
the information required to be presented in the Form 10-K for the year ended December 31, 2016 relating to the classification
of certain liabilities. The Company intends to file the Form 10-K for the year ended December 31, 2016 no later than 15 days after
its original filing date.
Based
on preliminary financial information, for the year ended December 31, 2016, the Company expects to report revenues of approximately
$1,264,000 and a net loss of approximately $1,016,000, as compared with revenues of approximately $498,000 and a net loss of $328,000
for the year ended December 31, 2015.
The
financial results presented above for the year ended December 31, 2016 reflect preliminary estimates of the Company’s results
of operations and as of the date of the filing of the Form 12b-25. These estimates are subject to change upon the completion of
the reporting process and review of the Company’s financial statements, and actual results may vary significantly from these
estimates.
Cautionary
Note on Forward-Looking Statements
This
notification contains or may contain, among other things, certain forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements
may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and
intentions and other statements identified by words such as “projects,” “may,” “could,” “would,”
“should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,”
“plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s
management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with
the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements.
These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many
of which are beyond the Company’s control). The Company does not intend to publicly update any forward-looking statements,
whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Quest
Patent Research Corporation
Name
of Registrant as Specified in Charter.
Has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
March 31, 2017
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By:
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/s/
Jon C. Scahill
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Jon
C. Scahill,
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Chief
Executive Officer
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3
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