UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one):
o
Form
10-K
o
Form
20-F
o
Form 11-K
T
Form
10-Q
o
Form
10-D
o
Form
N-SAR
o
Form N-CSR
For
Period Ended: September 30, 2009
|
o
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Transition
Report on Form 10-K
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o
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Transition
Report on Form 20-F
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|
o
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Transition
Report on Form 11-K
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o
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Transition
Report on Form 10-Q
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o
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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
Optimal Group
Inc
.
Full Name
of Registrant
Optimal Robotics
Corp.
Former
Name if Applicable
3500 de
Maisonneuve
Blvd. West, 2 Place Alexis-Nihon, Suite 800
Address
of Principal Executive Office
(Street and
Number)
Montreal, Quebec, Canada H3Z
3C1
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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T
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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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(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
Optimal
Group Inc. (“Optimal”, the “Company”) was unable to file its Quarterly Report on
Form 10-Q for the period ended September 30, 2009 by the prescribed filing
deadline (November 9, 2009) without unreasonable effort or expense as explained
below. The Company expects to file the Form 10-Q by November 13,
2009.
On
October 30, 2009, Optimal announced that it had entered into a non-prosecution
agreement with the Office of the United States Attorney for the Southern
District of New York. In relation to the matters set forth in the
non-prosecution agreement, Optimal has requested a written opinion from external
counsel, the conclusions of which opinion will impact upon the accounting
treatment of certain balance sheet items in the financial statements that are to
be included in Part I of the Form 10-Q and the related notes to such financial
statements.
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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Gary
Wechsler
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514
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738-8885
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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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T
Yes
o
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?
|
o
Yes
T
No
Optimal Group
Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
November 10, 2009
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By:
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/s/
Gary Wechsler
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Title:
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Treasurer
and Chief Financial Officer
Optimal
Group Inc.
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Exhibit
Index
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Exhibit
Number
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Description
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Letter
from Sarafa Law LLC
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