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: September 30, 2018
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-K
☐ Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________
Read Instructions (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
| Full name of Registrant: | DBUB Group Inc. |
Address of principal executive office: City State and ZIP Code | No. 108 ShangCheng Road, Suite 1-1003 Pudong New District, Shanghai, China 200120 |
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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 12(b)-25(c) has been attached if applicable. |
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-Q could not be filed within the prescribed time period.
From 2007 until the first quarter of 2018, the registrant, through its subsidiary, Capital Future Developments Limited (“Capital”) and its subsidiaries and affiliates, was engaged in the resale and distribution of third party products such as mobile phones, facsimile machines, DVD players, stereos, speakers, MP3 and MP4 players, iPods, electronic dictionaries, CD players and audio systems. As a result of declining sales and continuing losses, the registrant discontinued this business. The registrant had previously imported into China digital products, baby products, health nutrition and frozen food products, but this business had been discontinued prior to December 31, 2017
On February 15, 2018, the registrant's directors and officers resigned and the registrant brought in new management and changed its business plan. The Company intends to open, manage and operate upscale restaurants and licensing our restaurants to restaurant operators. The Company may also enter into agreements with licensees pursuant to which its wholly-owned subsidiary and the licensee would invest in the restaurant. As of September 30, 2018, the Company has not generated any revenues from this business.
Following the Company’s decision to change its operations, as a result of which it would no longer be engaged in its former business, on May 22, 2018, the Company transferred to the former chief executive officer all of the stock in Capital in exchange for the transfer by the former chief executive to the Company of 1,738,334 shares of the Company’s common stock, which is all of the Company’s common stock owned by him. The 1,738,334 shares acquired by the Company was cancelled. The transfer of the stock of Capital is treated as a disposal of subsidiary. The gain from the sale of the subsidiary is reported on the consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2018.
Because of both the change in management, with new directors and new chief executive and financial officers, and the change in business and the disposition of the subsidiary, the registrant was not able to complete its quarterly financial statements without undue hardship and expense and requires additional time to complete the Form 10-Q for September 30, 2018. The registrant undertakes to file such report no later than five days after its original prescribed due date.
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PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification:
| Zinan Zhou | +086-156-18521412 |
| Name | 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 ☐ 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's report on Form 10-Q for the quarter ended September 30, 2018 cannot be filed within the prescribed time period because the registrant requires additional time for compilation and review of its financial statements because of the change in business and the transfer of the stock of Capital to the former chief executive as described in Part III.
Based on preliminary information, the registrant expects to report no revenue from continuing operations for the three and nine months ended September 30, 2018 and a loss from continuing operations of approximately $69,000 and $137,000 for the three and nine months ended September 30, 2018, respectively. Because the prior operations are treated as discontinued operations, the registrant expect report no revenue and a loss from continuing operations of approximately $63,000 and $200,000 for the three and nine months ended September 30, 2017, respectively, reflecting primarily selling, general and administrative expenses relating to the new business and expenses associated with being a public company. During the nine months ended September 30, 2018 the registrant recognized a gain of approximately $3.9 million for the disposition of Capital, which is reflected as a gain from discontinued operations, net of income tax. For the nine months ended September 30, 2017, the registrant reports a loss from discontinued operations of approximately $820,000. For the three months ended September 30, 2018, the registrant recognized no gain or loss for discontinued operations, and for the three months ended September 2017, the registrant expects to report a loss from discontinued operations, net of income taxes, of approximately $125,000.
The registrant expects to report for the three and nine months ended September 30, 2018 a loss from continuing operations of approximately $200,000, or $(0.01) per share, basic and diluted and approximately $337,000 $(0.02) per share, basic and diluted, respectively. For the three and nine months ended September 30, 2017, the registrant expects to report a loss from continuing operations of approximately $63,000, or $(0.02) per share, basic and diluted, and $187,000, or $(0.02) per share, basic and diluted, respectively
After giving effect to the net gain (loss) from discontinued operations, the registrant expects to report a net loss of approximately $200,000, or (0.01) per share for the three months ended September 30, 2018, net income of approximately $3.6 million, or $0.22 per share, basic and diluted, for the nine months ended September 30, 2018, a net loss of approximately $115,000 or $(0.02) per share, basic and diluted for the three months ended September 30, 2017, and a net loss of $792,000, or $(0.02) per share, for the nine months ended September 30, 2017.
The preliminary results of operations have not been reviewed by the registrant's independent accountants and are subject to any adjustments which may result from such review.
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| DBUB 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.
| Date: November 15, 2018 | /s/ Zinan Zhou | |
| Zinan Zhou | ||
| Chief Executive Officer |
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