WINR Simplicity Esports and Gaming Company (CE)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

	FORM 12b-25	SEC FILE NUMBER
		001-38188
	NOTIFICATION OF LATE FILING	CUSIP NUMBER
		__________

 

(Check one):		☒ Form 10-K           ☐ Form 20-F           ☐ Form 11-K           ☐Form 10-Q           ☐ Form 10-D ☐ Form ☐ N-CEN         ☐ Form N-CSR
		For Period Ended: May 31, 2022
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended: ____________________

 

Read Instruction (on back page) 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:

 

 

PART I — REGISTRANT INFORMATION

 

Simplicity Esports and Gaming Company

Full Name of Registrant.

Former Name if Applicable

7000 W. Palmetto Park Rd., Suite 505

Address of Principal Executive Office (Street and Number)

Boca Raton, FL 33433

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-CEN 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 the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

Simplicity Esports and Gaming Company (the “Company”) has determined that it is unable to file its Annual Report on Form 10-K for the year ended May 31, 2022 (the “Form 10-K”) by August 29, 2022, the original due date for such filing, without unreasonable effort or expense because it requires additional time to complete its financial statements. This delay principally relates to recent management changes at the Company including the recent departure of its Chief Financial Officer as well as a recent change in the Company’s auditors and it took some time to bring the new auditors up to speed and get them needed information.  The Company expects that it will file the Form 10-K no later than the fifteenth calendar day following the prescribed filing date.

 

PART IV — OTHER INFORMATION

 

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

 

	Roman Franklin		855		345-9467
	(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 ☒    ☐

 

(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.

 

 

Simplicity Esports and Gaming Company
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:	August 30, 2022		By:	/s/ Roman Franklin
				Roman Franklin
				Chief Executive Officer