Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2022 - 5:38PM
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-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form
N-CSR
For
Period Ended: December 31, 2021
☐
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: ________________________
Nothing
in this form shall be construed 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
AiAdvertising,
Inc.
Full
Name of Registrant
Former
Name if Applicable
321
Sixth Street
Address
of Principal Executive Office (Street and Number)
San
Antonio, TX 78215
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
reasons 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 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 |
|
(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 the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
In
the fourth quarter of 2021, the registrant saw a transformation of its business from providing agency services consisting primarily of
billable hours, to a Platform-as-a-Service revenue model with monthly license fees. This business transformation has changed many operational
and accounting functions of the business and the volume and complexity of revenue testing has largely contributed to delays in compiling
and reviewing the information required to be presented in the registrant’s Form 10-K.. In addition, delays resulting from staffing
shortages caused by COVID have also contributed to the delay in filing the Form 10-K.
PART
IV -- OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
Isabel
Gongora |
|
(805) |
|
964-3313 |
(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 the 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.
The
registrant anticipates that the net loss for the year ended December 31, 2021 was approximately $8.4 million, compared to a net loss
of $1,270,650 for the year ended December 31, 2020. The increase in net loss was primarily due to an increase in warrant and stock
option expenses, increase in finance charges and SG&A expenses as the new business model was being implemented and decrease in third
party revenue.
AiAdvertising, Inc.
(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 31, 2022 |
By: |
/s/ Isabel Gongora |
|
Name: |
Isabel Gongora |
|
Title: |
Chief Financial Officer |
3
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