Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
16 August 2019 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-53641
CUSIP NUMBER 75630B105
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(Check one):
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☐ Form 10-K ☐ Form
20-F ☐ Form 11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form
N-SAR ☐ Form N-CSR
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For Period Ended:
June 30, 2019
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☐ Transition Report on Form 10-K
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form N-SAR
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For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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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
Recruiter.com Group, Inc.
Full Name of Registrant
100 Waugh Dr.
Suite 300
Address of Principal Executive Office
(Street
and Number)
Houston, TX 77007
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)
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(a)
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The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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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
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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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.
Recruiter.com Group, Inc. (the “Registrant”) has been
delayed in filing its Quarterly Report on Form 10-Q (the “Quarterly Report”) for the three months ended June 30, 2019,
due to a delay in collecting and compiling information as the result of ongoing integration following the merger with Recruiter.com,
Inc. (the “Merger”) and the acquisition of certain assets from Genesys Talent, LLC (the “Asset Purchase”),
in each case closed as of March 31, 2019, and the need to complete the financial audit for the purposes of filing with the Securities
and Exchange Commission the financial statements of business acquired and the related pro forma financial information as required
by Item 9.01 of Form 8-K. The Registrant expects to file the Quarterly Report on or before the fifth calendar day following the
prescribed due date, as required by Rule 12b-25 under the Securities Exchange Act of 1934.
Part IV - Other Information
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1.
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Name and telephone number of person to contact in regard to this notification
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Michael D. Harris
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(561)
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471-3507
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(Name)
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(Area Code)
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(Telephone Number)
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2.
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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).
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Yes ☒ No ☐
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3.
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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?
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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.
For accounting purposes Recruiter.com, Inc. is considered the accounting
acquirer and historical issuer. Accordingly, the consolidated statements of operations to be included in the Quarterly Report include
Recruiter.com, Inc. for the three and six months ended June 30, 2019 and 2018. Since Recruiter.com, Inc. previously owned a majority
interest of the Registrant, the consolidated statements of operations to be included in the Quarterly Report also include the historical
operations of the Registrant and VocaWorks, a wholly owned subsidiary of the Registrant, for the three and six months ended June
30, 2019 and 2018. In addition, in connection with the Merger, the Registrant changed its fiscal year from March 31 to December
31.
We anticipate reporting a net loss from operations of approximately
$2,279,989 for the three months ended June 30, 2019 compared to approximately $356,045 for the three month period ended June 30,
2018, and a net loss from operations of approximately 2,662,311 for the six months ended June 30, 2019 compared to approximately
$665,348 for the six month period ended June 30, 2018.
Recruiter.com
Group, Inc.
(Name of Registrant as Specified in Charter)
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: August 15, 2019
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By:
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/s/ Miles Jennings
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Miles Jennings
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Title:
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Chief Executive Officer
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