U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number 000-55915
CUSIP Number 90118L103
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
| [X] Form 10-K | [ ] Form 20-F | [ ] Form 11-K | [ ] Form 10-Q | [ ] Form 10-D |
| [ ] Form N-SAR |
For Period Ended: December 31, 2018
| [ ] Transition Report on Form 10-K | |
| [ ] Transition Report on Form 10-Q | |
| For the Transition Period Ended: __________________________ |
Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.
Part I - Registrant Information
Full Name of Registrant: 12 RETECH CORPORATION
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
10785 W. Twain Ave., Suite 210
City, State and Zip Code
Las Vegas, NV 89135
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)
| [X] | (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, or transition report 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 l0-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. |
Part III - Narrative
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q, or N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period.
The Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2018, within the prescribed time period without unreasonable effort or expense. The Company requires additional time to finalize its financial statements to be filed as part of the 2018 Form 10-K. The additional time is required for, among other things, the Company to incorporate the one (1) significant acquisition it made in 2018 and two closed acquisitions in 2019 being reviewed by auditor as they are material subsequent events, all requiring to be conformed to U.S. GAAP and requiring 2-year audits. The Company currently expects to file the 2018 Form 10-K on or before April 16, 2019, the prescribed due date under the fifteen calendar day extension period provided under Rule 12b-25.
Part IV - Other Information
| (1) | Name and telephone number of person to contact in regard to this notification |
| ANGELO PONZETTA | (530) | 539-4329 | ||
| (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 during the preceding l2 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? | [ ] Yes | [X] 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. |
12 RETECH CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: April 1, 2019 | 12 RETECH CORPORATION | |
| By: | /s/ Angelo Ponzetta | |
| Angelo Ponzetta | ||
| Chief Executive Officer | ||
