Form: NT 10-Q

Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB

May 16, 2022

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 12b-25

 

Commission File Number: 000-33067

 

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

 

For Period Ended: March 31, 2022                           

 

☐     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: N/A                        

 

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: N/A

 

PART I. REGISTRANT INFORMATION

 

Full name of registrant:

MIDWEST ENERGY EMISSIONS CORP.

 

 

Former name if applicable:

 N/A

 

 

Address of principal executive office (Street and number):

1810 Jester Drive

 

 

City, State and Zip Code:

 Corsicana, Texas 75109

 

 

 

  

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 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 15th 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 Form 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.

 

Our Quarterly Report on Form 10-Q for the period ended March 31, 2022 cannot be filed within the prescribed time period without unreasonable effort or expense because we require additional time to complete the presentation of our financial statements to be included therein, and to insure adequate disclosure of certain information required to be included in the Quarterly Report. We expect to file the Quarterly Report within the extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

 

PART IV. OTHER INFORMATION

 

(1)

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

 

Name:

Richard MacPherson

Area Code and Telephone Number:

(614) 505-6115

 

(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 reports) 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.

 

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

 

Date: May 16, 2022 By: /s/ David M. Kaye

 

Name:

David M. Kaye  
  Title: Secretary  

 

ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS

(SEE 18 U.S.C. 1001).

 

 
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RIDER TO FORM 12b-25

 

MIDWEST ENERGY EMISSIONS CORP.

 

PART IV (3)

 

We generated revenues of approximately $3.3 million and $3.0 million for the three months ended March 31, 2022 and 2021, respectively. The increase in revenues from prior year period is primarily driven by increased sorbent product sales offset by a decrease in licensing revenues. For the three months ended March 31, 2022 and 2021, we had a net loss of approximately $1.1 million and $418,000, respectively. Although revenues increased in the three months ended March 31, 2022 compared to the prior year period, such change in net loss was primarily due to the increase in cost of sales, together with the gain on extinguishment of debt which occurred in 2021 for which there was not a comparable item in the first three months of 2022, offset by a decrease in interest expense in the first quarter of 2022 compared to the prior year period.

 

 
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