Cosmos Group Holdings Inc NT 10-Q, filed Nov 15, 2021
Cosmos Group Holdings Inc. (COSG)
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
(Amendment No. 0)*
| OMB Number 3235-0058 | SEC File Number 000-55793 | CUSIP Number 221411101 | ||||||||||
| (Check one): | ☐ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☒ Form 10-Q | ☐ Form 10-D | ☐ Form N-SAR |
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| ☐ Form N-CSR |
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| For Period Ended: September 30, 2021 | ||
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| ☐ | Transition Report on Form 10-K |
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| ☐ | Transition Report on Form 20-F |
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| ☐ | Transition Report on Form 11-K |
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| ☐ | Transition Report on Form 10-Q |
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| ☐ | Transition Report on Form N-SAR |
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| 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:
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| Part I - Registrant Information |
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| COSMOS GROUP HOLDINGS INC. |
| Full Name of Registrant |
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| Former Name if Applicable |
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| 37th Floor, Singapore Land Tower Fifty Raffles Place |
| Address of Principal Executive Office (Street and Number) |
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| Singapore 048623 |
| 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 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-SAR 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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its Quarterly Report on Form 10-Q for the period ended June 30, 2020 (the "10-Q") within the prescribed time period without unreasonable effort or expense due to the Covid-19 pandemic resulting in uncertainties existing in Singapore and Hong Kong. The Registrant hopes to file the 10-Q on or before the 5th 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 |
| Man Chung CHAN |
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| +65 66829 7017 |
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| 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? Yes ☒ No ☐ |
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| 3. | If answer is no, identify report(s). |
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| 4. | 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 ☐ |
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| 5. | 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. |
For the nine months ended September 30, 2021, the Company generated net revenues of $5,510,344 as compared to approximately $3,414,244 for the same period ended September 30, 2020. The cost of revenue was $997,679 and approximately $795,041 for the nine months ended September 30, 2021 and 2020, respectively. The Company also incurred operating expenses of approximately $6,177,734 for the nine months ended September 30, 2021, as compared to $2,225,836 for the same period ended September 30, 2020. This resulted in a net loss of $1,665,069 and approximately $393,367 of net income for the nine months ended September 30, 2021, and 2020, respectively.
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COSMOS GROUP HOLDINGS INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized
| Date: 11-15-2021 | By: | /s/ Man Chung CHAN | |
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| Man Chung CHAN |
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| Title: | Chief Executive Officer (Principal Executive) |
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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