UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING

SEC FILE NUMBER:
000-53089
CUSIP NUMBER:
40416H 205

( Check One ):
[] Form 10-K [ ] Form 20-F  [  ] Form 11-K   [X] Form 10-Q  [ ] Form 10-D  [ ] Form N-SAR  [ ] Form N-CSR
 
 
       For Period Ended:
June 30, 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:
 
 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

PART I - REGISTRANT INFORMATION
 
HCi Viocare
Full Name of Registrant
 
 
Former Name if Applicable
 
Kintyre House, 209 Govan Road
Address of Principal Executive Office (Street and Number)
 
Glasgow, Scotland, UK  G51 1HJ
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)
 
 
[ X ]
(a)
The reason 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, transition report on Form 10-K, Form 20-F, 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 of 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.
 
PART III – NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The Form 10-Q for the six-month period ended June 30, 2017 will not be submitted by the deadline due to a situation where the workload exceeds available personnel.     We were not able to complete all of the financial information required to allow sufficient time for our independent auditors to be able to finalize their review and provide their consent by the filing deadline of August 14, 2017.

 
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PART IV – OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
 
 
Sotirios Leontaritis
 
44 141
 
370-0321
 
(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 [X]  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? 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.
 
 
Yes [X] No [  ]
We have incurred losses since inception. We generated $219,700 in revenues from operations and $76,579 in cost of goods sold for the six months ended June 30, 2017, compared to $188,937 in revenue and $79,369 in costs of goods sold for the six month period ended June 30, 2016.  We experienced growth to our Glasgow P&O clinic customer base in fiscal 2016, and again into fiscal 2017.  The comparative periods ended June 30, 2017 and 2016 both include certain one time revenue transactions associated with our technology access fees. These increases period over period from fiscal 2016 to fiscal 2017 are in spite of the fact that the GBP declined substantially in value period over period, which greatly impacts our US dollar reporting results as the majority of our income is earned in GBP. Operating expenses for the six months ended June 30, 2017 were $1,186,840, compared to $1,875,433 for the six months ended June 30, 2016.
 
Operating expenses totaling $1,186,840 in the six months ended June 30, 2017 decreased by $688,593 or approximately 37% compared to $1,875,433 of operating expenses in 2016.  The substantial decrease period over period is predominantly attributable to the fact that certain contracts for professional and consulting services entered into during the prior six month period and settled by the issuance of shares were not recurring in the current six months ended June 30, 2017. Office expenses, travel and research and development expenses all declined in the current six month period ended June 30, 2017, as compared to the prior comparative six months.   
 
During the six-month periods ended June 30, 2017 and 2016 we recorded losses from operations of $1,186,840 and 1,875,433, respectively.
 
During the six months ended June 30, 2017, the Company recorded losses from other expenses of $618 and $1,269 respectively, as a result of interest expenses incurred.
 
During the comparative six month periods ended June 30, 2017 and 2016 the Company recorded net losses of $1,044,337 and $1,755,497 respectively.
 
 
 
 
2

 
HCi Viocare
 
 
Name of Registrant as Specified in Charter
 
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date:
August 14, 2017
 
By:
/s/ Sotirios Leontaritis
 
 
 
Name:
Sotirios Leontaritis
 
 
 
Title:
President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

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