Notification That Form 20-f Will Be Submitted Late (nt 20-f)
May 01 2023 - 12:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): ☐ Form 10-K ☒ Form 20-K ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐
Form N-SAR ☐ Form N-CSR
For Period
Ended: December 31, 2022
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-K
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
For the
Transition Period Ended: _______________________________________________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be constructed 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
37
CAPITAL INC.
Full Name
of Registrant
High
5 Ventures Inc.
Former
Name if Applicable
Suite
303, 570 Granville Street
Address
of Principal Executive Office (Street and Number)
Vancouver,
British Columbia, Canada V6C 3P1
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)
| (a) | The
reason described in reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense |
☒ | (b) | 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 fifteen
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 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
Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 could not be filed within the prescribed time
period because the Registrant is short-staffed due to financial constraints, as a result of which the Registrant is asking for the extension
to file its Annual Report on Form 20-F by the fifteenth calendar day following the prescribed due date.
PART
IV – OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification.
Jake
H. Kalpakian |
(604) |
681-0204
x 6105 |
(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.
37
CAPITAL INC.
(Name
of Registrant as Specified in Charter)
Has caused
this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
May 1, 2023 |
By: |
/s/
Jake H. Kalpakian |
|
|
Jake
H. Kalpakian |
|
|
President
& CEO |
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
misstatement or omissions of fact constitute Federal Criminal Violations (See 18 U. S. C. 1001).
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