Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 16 2019 - 04:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION OF
LATE FILING
SEC FILE NUMBER 000-53641
CUSIP NUMBER 75630B105
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(Check one):
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☐
Form
10-K
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Form 20-F
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Form 11-K
☒
Form 10-Q
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Form
10-D
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Form N-SAR
☐ Form N-CSR
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For Period Ended:
March
31, 2019
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☐
Transition Report on Form 10-K
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☐
Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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☐
Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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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.
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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
Recruiter.com Group,
Inc.
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)
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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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☒
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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 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 Recruiter.com,
Inc. which was treated as a reverse merger for accounting purposes. This means that the Company adopted the fiscal year of Recuiter.com,
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
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1.
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Name
and telephone number of person to contact in regard to this notification
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Michael D. Harris
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(561)
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471-3507
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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 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).
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Yes ☒ 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 ☒ 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.
Recruiter.com
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
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By:
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/s/
Miles Jennings
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Miles Jennings
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Title:
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Chief Executive Officer
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