U.S. SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549 

 

FORM 12b-25 

 

NOTIFICATION OF LATE FILING 

 

Commission File Number:  333-206089

 

CUSIP NUMBER:   19189Y108 

 

(Check One): 

 

☒  Form 10-K ☐  Form 20-F    ☐  Form 11-K ☐  Form 10-Q
☐  Form 10-D ☐  Form N-SAR ☐  Form N-CSR  

 

For Period Ended: December 31, 2016 

 

☐  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 Attached Instruction Sheet 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

 

 

Full Name of Registrant Code Green Apparel Corp.
Former Name if Applicable  
   
Address of Principal Executive  
Offices  (Street and Number)   31642 Pacific Coast Highway, Ste 102
   
City, State and Zip Code   Laguna Beach, CA 92651

 

 

 
 

 

PART II
RULE 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 appropriate box) 

 

  (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 12b-25(c) has been attached if applicable.

 

PART III
NARRATIVE

 

State below in reasonable detail the reasons 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.   (Attach extra sheets if needed.)

 

The registrant has experienced delays in completing its Annual Report on Form 10-K for the year ended December 31, 2016, within the prescribed time period, due to delays experienced in completing the Company’s financial statements for the year ended December 31, 2016, for audit by the Company’s independent auditors, and consequently the filing of the Form 10-K is delayed. The delay could not be eliminated without unreasonable effort or expense.

 

We anticipate that we will file our completed Annual Report on Form 10-K for the year ended December 31, 2016 on or before the fifteenth day following the prescribed due date. 

 

PART IV
OTHER INFORMATION

 

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

 

George J. Powell, III (949) 715-5661
(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 

 

(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.  

 

CODE GREEN APPAREL 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, 2017 By:   /s/ George J. Powell, III
   

George J. Powell, III 

Chief Executive Officer 

 

 

 

 

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