CDRBQ Code Rebel Corporation (CE)

(Check One): 

x Form 10-K 

  ¨ Form 20-F  

  o Form 11-K  

  o Form 10-Q

  o Form 10-D

  

¨ Form N-SAR

  o Form N-CSR

Read attached instruction sheet before preparing form. Please Print or Type.

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:

Full Name of Registrant

Code Rebel Corporation

Former Name if Applicable

Address of Principal Executive Office (Street and Number)

77 Ho’okele Street, Suite 102

City, State and Zip Code

Kahului, HI  96732

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

[X] 

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From 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 of transition report on Form 10-Q, 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.

(1)

Name and telephone number of person to contact in regard to this notification

Arben Kryeziu

808

871-6496

(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 reports) been filed? If answer is no, identify report(s).

[X] 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?

[X] 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.

          See Exhibit A. 

 

           Forward-Looking Statements

 

          This Notification on Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Reform Act of 1995, including statements regarding the Company’s financial results for the year ended December 31, 2015 and the Company’s ability to file its Form 10-K within the 15-day extension period. These statements are based on current expectations as of the date of this filing and involve a number of risks and uncertainties, which may cause actual results to differ from such estimates. The risks include, but are not limited to, adjustments resulting from the completion by the Company of its review of the Company’s financial statements for the year ended December 31, 2015 and unexpected delays which the Company may incur in connection with the preparation of the Form 10-K.

Code Rebel Corporation

(Name of Registrant as Specified in Charter)

Date: March 30, 2016

By:

/s/ Arben Kryeziu

Name:

Arben Kryeziu

Title:

Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).