Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 28 2013 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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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
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Form 10-Q
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Form
10-D
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Form N-SAR
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Form N-CSR
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For Period Ended:
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x
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: December 31, 2012
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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
Infinity Resources Holdings Corp.
Full Name of Registrant
Former Name if Applicable
1375 North Scottsdale Road, Suite 140
Address of Principal Executive Office (
Street and Number
)
Scottsdale, Arizona 85257
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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x
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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 accountants 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, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
We are currently in the process of working with our independent auditors to complete our audit for the transition period ended December 31, 2012. This delay is the result of the increased time required to
account for the reverse merger with Earth911, Inc. and the analysis of our outstanding debt instruments. This additional work could not be completed without unreasonable effort or expense. We anticipate that we will be able to complete the audit in
time to file our Form 10-K for the transition period ended December 31, 2012 prior to the reporting deadline provided by this extension.
PART IV
OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Barry M. Monheit
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(480)
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889-2650
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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 the answer is no, identify
report(s).
x
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?
x
Yes
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No
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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.
See attached.
Infinity Resources Holdings
Corp.
(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
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March 28, 2013
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By:
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/s/ Barry M. Monheit
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Barry M. Monheit
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President and Chief Executive Officer
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Attachment to From 12b-25
Explanation for Part IV, Item 3.
In October 2012, we completed a merger with Earth911
Inc., a Delaware corporation, which was treated as a reverse merger for accounting and financial reporting purposes. As a result, the historical financial statements of Earth911, Inc. became our historical financial statements, and we adopted the
fiscal year end of Earth911, Inc. of December 31. Consequently, it is anticipated that there will be a significant change in results of operations from the results reported for the corresponding period for the previous fiscal year. We cannot
reasonably estimate the results of our operations until the audit for the transition period ended December 31, 2012 is completed.
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