UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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: September 30, 2024
   
 

☐ 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:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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

 

The Cannaisseur Group, Inc.  
Full name of Registrant  
   
N/A  
Former name if Applicable  
   
650 Ponce De Leon Ave, Suite 300 #2334  
Address of Principal Executive Office (Street and number)  
   
Atlanta, GA 30308   
City, State and Zip Code  

 

 

 
 

 

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.)

 

 

(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 quarterly report on Form 10-Q, 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 why Form 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.

 

The Cannaisseur Group, Inc. (the “Company”) is not filing by the prescribed due date its Form 10-Q for the quarter ended September 30, 2024 (the “Form 10-Q”). While there can be no assurances, the Company is working to file its Quarterly Report on Form 10-Q on or before the fifth calendar day extension provided by Rule 12b-25. The Company encountered some delays in preparing its financial statements but expects to be completed before the expiration of the extension.

 

Forward-Looking Statements

 

This filing contains a number of forward-looking statements. Words such as “expect,” “will,” “working,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our beliefs and expectations relating to the filing of the Form 10-Q and the results of the ongoing review. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file its Form 10-Q within the five-day extension permitted by the rules of the U.S. Securities and Exchange Commission, and the possibility that the ongoing review may identify errors or control deficiencies in the Company's accounting practices. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

 

PART IV - OTHER INFORMATION

 

 

(1)

Name and telephone number of person to contact in regard to this notification.

 

Floretta Gogo

  

404

  

254-2100

(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 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.

 

N/A

 

 
 

 

The Cannaisseur Group, 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: November 14, 2024

By:

/s/ Floretta Gogo
   

Floretta Gogo
   

Chief Executive Officer

 

 

 
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