Notification That Quarterly Report Will Be Submitted Late (nt 10-q)

Date : 05/16/2019 @ 8:08PM
Source : Edgar (US Regulatory)
Stock : Group, Inc. (RCRT)
Quote : 1.4499  0.0 (0.00%) @ 8:59PM

Notification That Quarterly Report Will Be Submitted Late (nt 10-q)





Washington, D.C. 20549  




FORM 12b-25








(Check one):       

 Form 10-K       Form 20-F       Form 11-K     Form 10-Q

 Form 10-D       Form N-SAR     ☐  Form N-CSR

    For Period Ended: March 31, 2019
    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 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:





Full Name of Registrant


100 Waugh Dr.

Suite 300

Address of Principal Executive Office (Street and Number)


Houston, TX 77007

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)


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



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


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




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.


The Company has been delayed in filing their 10-Q due to the Company entering into a merger agreement on March 31, 2019. As a result of the merger, the Company acquired, Inc. which was treated as a reverse merger for accounting purposes. This means that the Company adopted the fiscal year of, Inc. The change caused a slight delay with the auditors being unable to complete the review of the Company’s financial statements by the filing deadline.


Part IV - Other Information


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


  Michael D. Harris   (561)   471-3507
  (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).


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.


The registrant’s previous fiscal year end was March 31. As a result of the recent merger, the Company has changed to a year end of December 31. As a result, this is the initial period in which results will be reported for the three month periods ending March 31. We anticipate reporting operating losses of approximately $300,000 and $400,000 for the three month periods ended March 31, 2019 and 2018, respectively.





          Group, Inc.                    

(Name of Registrant as Specified in Charter)


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 16, 2019 By: /s/ Miles Jennings
    Miles Jennings
  Title: Chief Executive Officer



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