Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 12 2017 - 3:57PM
Edgar (US Regulatory)
SEC FILE NUMBER:
000-51775
CUSIP NUMBER:
85932R104
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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Form 10-K
¨
Form 11-K
¨
Form 20-F
x
Form 10-Q
¨
Form N-SAR
¨
Form N-CSR
For Period Ended: March 31, 2017
¨
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:
Read attached instruction sheet 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.
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
STERLING GROUP VENTURES, INC.
Full Name of Registrant
______________________________
Former Name if Applicable
Unit 2, 155 Water Street
Address of Principal Executive Office (Street and Number)
Vancouver, B.C., Canada, V6B 1A7
City, State and Zip Code
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 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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(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 why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
We are currently working with our auditors to finish our 10Q, but due to complexities of the Definitive Share Exchange and RTO, completed and filed on January 11th, 2017, we will not be able to file our 10Q within the prescribed period. We are currently working with our auditors to finish the audit of the Euroclub financials which will be consolidated in the 10Q, but due to complexities of the multi year audit, we will be unable to file within the prescribed period.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Christopher L. MacPherson
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(604) 564-0765
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(Name)
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(Area Code) (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).
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?
x
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 company completed a Definitive Share Exchange & RTO with Euroclub Holdings on January 11, 2017. As such the operating results of Euroclub are required to be consolidated with the Sterling financials. We anticipate that the expenses from the multiyear audit, the RTO costs and the new company's expense profile will increase the expenses for the combined company. We are currently working with auditors but due to complexities, the information has not been quantified or finalized.
STERLING GROUP VENTURES, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
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Friday , May 12th, 2017
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By:
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/s/ Christopher L. MacPherson
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Christopher L. MacPherson, CFO
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INSTRUCTION: The form may be signed by an executive officer
of the registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (see 18 U.S.C. 1001).