Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
15 Mai 2023 - 7:20PM
Edgar (US Regulatory)
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-CEN
☐ Form N-CSR
For Period Ended: March 31, 2023
☐ 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: ________________________
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
HFactor, Inc.
Full Name of Registrant:
Former Name if Applicable
244 Madison Ave. #1249
Address of Principal Executive Office (Street and Number)
New York, NY, 10016
City, State, 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 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, 11-K or 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 of 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.
HFactor, Inc. (the “Company”) is
not in a position to file its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Form 10-Q”)
in a timely manner because the Registrant cannot complete the Form 10-Q in a timely manner without unreasonable effort or expense. The
compilation, dissemination and review of the information required to be presented in the Form 10-Q for the period ended March 31,
2023 has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense
to the registrant. The Company does not expect the filing to be made within the time period required for a timely filing pursuant to
Rule 12b-25(b) under the Securities Exchange Act of 1934. The Company intends to file its Quarterly Report on Form 10-Q on or before
the fifth calendar day following the prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Dawn
Cames (CFO) |
|
(929) |
|
930-3969 |
(Name) |
|
(Area Code) |
|
(Telephone No.) |
(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.
HFactor, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 15, 2023 |
|
By: |
/s/ Dawn Cames
Dawn Cames, Chief Financial Officer |
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