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 [  ] Form 20-F [  ] Form 11-K [  ] Form 10-Q [  ] Form 10-D
[  ] Form N-SAR        

 

For Period Ended: December 31, 2019

 

  [  ] Transition Report on Form 10-K
   
  [  ] Transition Report on Form 10-Q
   
  For the Transition Period Ended: __________________________

 

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] (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, 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

     
[  ] (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 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

 

  (1) Name and telephone number of person to contact in regards to this notification

 

ANGELO PONZETTA   (530)   539-4329
(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 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).   [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.      

 

 
 

 

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 12 RETECH CORPORATION
     
  By: /s/ Angelo Ponzetta
    Angelo Ponzetta
    Chief Executive Officer

 

 

 

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