Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405
September 28 2023 - 1:37PM
Edgar (US Regulatory)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Commission
File Number: 000-56290
NOTIFICATION
OF LATE FILING
(Check
One): |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR |
For
Period Ended: June 30, 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 |
|
☐ |
Transition
Report on Form N-SAR |
|
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
KeyStar
Corp.
Full
Name of Registrant
78
SW 7th Street, Suite 500
Address
of Principal Executive Office (Street and Number)
Miami,
Florida 33130
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)
☐ (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- SAR, 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
☐ (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 Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof could not
be file within the prescribed period.
Registrant
is filing this Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to postpone the filing of its Annual Report
on Form 10-K for the fiscal year ended June 30, 2023 beyond September 28, 2023, the prescribed due date for such filing. As disclosed
in Registrant’s Current Report on Form 8-K filed on September 7, 2023, on August 31, 2023, Registrant’s independent registered
public accounting firm since 2020, Sadler, Gibb & Associates, LLC, notified Registrant that it was resigning, effective immediately.
As a result of Sadler’s resignation, Registrant cannot, without unreasonable effort or expense, file its Form 10-K on or prior
to the prescribed due date of September 28, 2023. Registrant is currently in the process of engaging a new auditor, and therefore does
not expect to file its Form 10-K on or before the fifteenth calendar day following the prescribed due date.
PART
IV - OTHER INFORMATION
(1)
Name and telephone number of person to contract in regard to this notification.
Mark Thomas |
|
(866) |
|
783-9435 |
(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 ☒ Registrant has not yet filed the required amendment to its Current Report on Form 8-K filed on August 26, 2022.
The amendment, which was required to be filed no later than November 14, 2022, contains the financial statements of ZenSports, Inc. and
the pro forma financial information required by Items 9.01(a) and (b), respectively, of Form 8-K.
(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.
KeyStar
Corp.
(Name
of Registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
September 28, 2023 |
By: |
/s/
Mark Thomas |
|
|
Mark
Thomas
Chief
Executive Officer |
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