UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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-SAR ☐ Form N-CSR |
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| For Period Ended: June 30th, 2023 |
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| ☐ Transition Report on Form 10-K |
| ☐ Transition Report on Form 20-F |
| ☐ Transition Report on Form 11-K |
| ☐ Transition Report on Form 10-K |
| ☐ Transition Report on Form N-SAR |
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| For the Transition Period Ended: _____________________________________ |
Read Instructions (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 |
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1606 Corp. |
Full Name of Registrant: |
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N/A |
Former Name if Applicable: |
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2425 E. Camelback Road, Suite 150 |
Address of Principal Executive Office (Street and number): |
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Phoenix, AZ 85016 |
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, 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 |
| (c) | The accountant’s statement or other exhibit required by Rule 12(b)-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.
1606 Corp. (the “ Registrant”) was unable to file its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the year ended June 30th, 2023 in a timely manner due to unexpected delays in the completion of the review of our financials. As such the Registrant cannot file its Form 10-Q within the prescribed period without undue hardship and expense and requires additional time to complete the compilation of its financial statements for the Form 10-Q and plans on filing the Form 10-Q as soon as practical and within the Five day calendar period provided by Rule 12b-25 for delayed filings.
PART IV – OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification: |
Gregory Lambrecht |
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| 481-1544 |
(Name) |
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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? 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 |
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.
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| 1606 Corp. |
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| (Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 15, 2023 | By: | /s/ Gregory Lambrecht |
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| Name: Gregory Lambrecht |
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| Title: Chief Executive Officer |
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