PBYA Probility Media Corporation (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

Amendment No. 1 to

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One) [_] Form 10-K     [_] Form 20-F   [_] Form 11-K   [X] Form 10-Q     [_] Form N-SAR

For Period Ended: July 31, 2017

[_] 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: ________________________

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

Probility Media Corporation

Full Name of Registrant:

____________________________

Former Name if Applicable

1517 San Jacinto Street

Address of Principal Executive Office (Street and Number)

Houston, TX 77002

City, State, 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)

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period.

The Registrant was not able to complete its Form 10-Q for the quarter ended July 31, 2017 on a timely basis due to the flooding of the homes of key executives of the Company and its auditors in Houston, Texas due to the heavy rains and resultant flooding brought to the Houston area by Hurricane Harvey. These delays could not be eliminated by the Registrant without undue effort or expense because of the scarce availability of resources that were not effected by the flood. We expect to file Form 10-Q on or before September 26, 2017.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

(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). [X] 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 [X] 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.

          Probility Media Corporation          

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

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