SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 33-18099-NY
NOTIFICATION OF LATE FILING
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☒ Form 10-K
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¨ Form 11-K
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¨ Form 20-F
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¨ Form 10-Q
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¨ Form N-SAR
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¨ Form N-CSR
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For Period Ended: December 31, 2020
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¨ Transition Report on Form 10-K
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¨ Transition Report on Form 10-Q
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¨ Transition Report on Form 20-F
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¨ Transition Report on Form N-SAR
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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
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Full name of registrant
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Quest Patent Research Corporation
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Address of principal executive office
city, state and zip code
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411 Theodore Fremd Ave., Suite 206S
Rye, NY 10580-1411
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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.)
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(a)
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The reasons 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, 20-F, 11-K or Form 10-Q, 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 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.
Because of the lack
of resources, 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 requires additional time to gather information necessary to complete the audit of the financial statements.
The Company intends to file the Form 10-K for the year ended December 31, 2020 no later than 15 days after its original filing date.
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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Jon C. Scahill, Chief Executive Officer
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(888)
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743-7577
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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 the answer is no, identify report(s).
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T 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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T 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-K for the year ended December 31, 2020 no later than
15 days after its original filing date.
On February 22, 2021, the Company entered
into agreements relating to a financing facility and entered into a restructure agreement with respect to notes in the principal amount
of $4,672,810 which had become due on September 30, 2020 and remained unpaid, which affected the financial statements for the year ended
December 31, 2020.
Based on preliminary financial information, for the year ended December
31, 2020, the Company expects to report revenues of approximately $5,500,000 and a net loss of approximately $1,300,000, or $(0.00) per
share (basic and diluted), as compared with revenues of approximately $4,100,000 and a net loss of approximately $1,300,000, or $(0.00)
per share (basic and diluted). All of the Company’s revenue for the year ended December 31, 2020 was generated during the first
three quarters, and no revenue was generated during the quarter ended December 31, 2020.
The financial results presented above for the year ended December 31, 2020
reflect preliminary estimates of the Company’s results of operations and as of the date of the filing of the Form 12b-25. These
estimates are subject to change upon the completion of the reporting process and review of the Company’s financial statements, and
actual results may vary significantly from these estimates.
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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Date: April 1, 2021
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By:
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/s/ Jon C. Scahill
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Jon C. Scahill, Chief Executive Officer
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3
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