QPRC Quest Patent Research Corporation (QB)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number 33-18099-NY

NOTIFICATION OF LATE FILING

For Period Ended: March 31, 2021

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 II

RULE 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.)

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

Because of the lack of resources, the compilation, dissemination and review of the information required to be presented in the Form 10-Q for the quarter ended March 31, 2021, the Company requires additional time to gather information necessary to complete the audit of the financial statements. The Company intends to file the Form 10-Q for the quarter ended March 31, 2021 no later than five days after its original filing date.

Part IV

Other Information

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

(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.

Because of the lack of personnel and resources, the Company requires additional time for the compilation, dissemination and review of the information required to be presented in the Form 10-K for the year ended December 31, 2020. The Company has only one full-time employee – its chief executive officer, and does not have any accounting employees. The Company intends to file the Form 10-Q for the year ended March 31, 2021 no later than five days after its original filing date.

On February 22, 2021, the Company entered into agreements relating to a financing facility, and, in connection with the financing facility, the Company issued a warrant to the financing source which warrant is required, under GAAP, to be treated as a liability, which requires a valuation of the liability. The Company is in the process of obtaining a valuation of the liability, which is necessary for the Company to complete its financing statements. Because the Company does not have the valuation, it is not in a position to include in this Form12b-25, an estimate of the results of the Company’s operations for the quarter.

Cautionary Note on Forward-Looking Statements

This notification contains or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Quest Patent Research Corporation

Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

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