Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 30 2020 - 3:02PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SEC
File Number 000-55915
CUSIP
Number 90118L 202
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
One):
[X]
Form 10-K
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[ ]
Form 20-F
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[ ]
Form 11-K
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[ ]
Form 10-Q
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[ ]
Form 10-D
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[ ]
Form N-SAR
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For
Period Ended: December 31, 2019
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[ ]
Transition Report on Form 10-K
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[ ]
Transition Report on Form 10-Q
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For
the Transition Period Ended: __________________________
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Nothing
in this Form shall be construed to imply that the Commission has verified any information contained herein.
Part
I - Registrant Information
Full
Name of Registrant: 12 RETECH CORPORATION
Former
Name if Applicable: N/A
Address
of Principal Executive Office (Street and Number)
10785
W. Twain Ave., Suite 210
City,
State and Zip Code
Las
Vegas, NV 89135
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]
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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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[X]
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(b)
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The
subject annual report, semi-annual report, or transition report or portion thereof will
be filed on or before the forty-fifth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form l0-Q 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 reasons why the Form 10-K, 20-F, 11-K, 10-Q, or N-SAR, or the transition report or portion thereof
could not be filed within the prescribed time period.
The Company is unable to file its Annual Report
on Form 10-K for the year ended December 31, 2019, within the prescribed time period without unreasonable effort or expense. The
Company requires additional time to finalize its financial statements to be filed as part of its 2019 Form 10-K. This filing
has been strongly impeded by disruptions to travel, transportation and limited access to facilities, support staff and
professional advisors as a result of COVID-19.
The Company operates on three continents,
its CEO resides in Hong Kong, where we have offices, has recently traveled to mainland China to visit suppliers and while
not exhibiting the symptoms of the COVID19 virus has been quarantined. Our CFO resides in Japan, and he is therefore on
travel restriction. The Company maintains additional offices, operations and subsidiaries in Tokyo, Japan, as well as New York
City , New York USA, areas impacted by COVID-19. These disruptions have affected the availability of our senior personnel,
as well as the availability of our outside professionals whom are necessary to complete our filing in timely fashion.
The additional time and outside professional
expertise is also required for, among other things, the Company to incorporate the significant acquisition and a second less
significant acquisition both made during fourth quarter 2019 and a potential future new acquisition in 2020 being reviewed
by our auditor, all required to be conformed to U.S. GAAP and requiring 2-year audits of subsidiary past financial
results. Also required is an independent third-party valuation to satisfy purchase accounting requirements. The
Company currently expects to file the 2019 Form 10-K on or before May 14, 2020, the prescribed new SEC Conditional Regulatory
Relief due to COVID-19.
Part
IV - Other Information
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(1)
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Name
and telephone number of person to contact in regards to this notification
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ANGELO
PONZETTA
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(530)
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539-4329
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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) of the Securities Exchange Act of 1934 during the preceding
l2 months (or for such shorter period that the registrant was required to file such reports) been filed? If 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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[ ]
Yes
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[X]
No
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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.
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12
RETECH 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 30, 2020
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12
RETECH CORPORATION
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By:
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/s/
Angelo Ponzetta
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Angelo
Ponzetta
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Chief
Executive Officer
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