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OMB
APPROVAL |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 |
OMB
Number: |
3235-0058 |
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Expires:
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February
28, 2022 |
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Estimated
average burden hours per response. |
2.50 |
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FORM
12b-25 |
SEC
FILE NUMBER |
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CUSIP
NUMBER |
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NOTIFICATION OF LATE
FILING |
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| (Check one): |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D
☐
Form N-CEN ☐ Form N-CSR |
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For
Period Ended: December 31, 2022
☐
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
| Millennium
Sustainable Ventures Corp. |
| Full Name of Registrant |
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| Millennium Investment & Acquisition Co. Inc. |
| Former Name if Applicable |
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| 301 Winding Road |
| Address of Principal Executive Office (Street and
Number) |
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| Old Bethpage NY 11804 |
| 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) |
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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(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, 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
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) |
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 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. (Attach extra Sheets if Needed)
The
Registrant is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year
ended December 31, 2022. The Registrant’s Annual Report on Form 10-K for the annual period ended December 31, 2022, will not be
filed within the prescribed time period because of the Company’s liquidity including the Company’s ability to meet day-to-day
operation obligations. We have timely filed our Annual Report for the year ended December 31, 2021 and the Quarterly Report for each
of the three month periods ended March 31, 2022, June 30, 2022 and September 30, 2022.
Registrant
has some potential near-term liquidity events that we are working on and if successful, may proceed to resume the completion of the audit
of our year ended December 31, 2022; however, no assurance can be given that the Company will be successful in filing the Annual Report
for the annual month period ended December 31, 2022 prior to the expiration of this extension period. The Company assumes no duty to
update the status of the annual audit or quarterly reviews until the Annual Report and Quarterly Reports are filed with the SEC.
PART
IV — OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard
to this notification |
| David
H. Lesser |
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212 |
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750-0371 |
| (Name) |
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(Area Code) |
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(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 answer is no, identify report(s). |
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Yes ☒ NO ☐ |
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| (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? |
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Yes
☒ NO ☐ |
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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. |
See
Form 8K filed on the same date.
Millennium
Sustainable Ventures Corp.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
[March
31, 2023 |
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By: |
/s/
David H. Lesser |
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Name: |
David H. Lesser |
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Title: |
Chairman and
CEO |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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