SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 12b-25

 

Commission File Number 000-55008

 

NOTIFICATION OF LATE FILING

 

(Check One):

¨ Form 10-K

¨ Form 20-F

¨ Form 11-K

x Form 10-Q

¨ Form 10-D

¨ Form N-SAR

¨ Form N-CSR

 

For Period Ended: July 31, 2015                                              

 

¨ Transition Report on Form 10-K

¨ Transition Report on Form 10-Q

 

¨ Transition Report on Form 20-F

¨ Transition Report on Form N-SAR

 

¨ Transition Report on Form 11-K

 

 

 

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

 

Full name of registrant

Bespoke Tricycles, Inc.

 

 

 

 

Former name if applicable

 

 

 

 

 

Address of principal executive office (Street and number)

4045 Sheridan Avenue, Suite 239

 

 

 

 

City, state and zip code

Miami, Florida 33140

 

 

 

 

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 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;

 
x (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 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.

 

Bespoke Tricycles, Inc. (the "Company") could not complete the filing of its Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2015 due to a delay in obtaining and compiling information required to be included in the Company's Quarterly Report on Form 10-Q due to the recent change of control of the Company, which delay could not be eliminated by the Company without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-Q no later than the fifth 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

 

Albert Mitrani

 

(305)

 

370-0482

(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).

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.

 

 
2
 

 

Bespoke Tricycles, Inc.

(Name of Registrant as Specified in Charter)

 

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

 

       
Date: September 14, 2015 By: /s/ Albert Mitrani

 

 

Name:

Albert Mitrani

 

 

Title:

President and Chief Executive Officer

 

 

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001)

 

 

3