Notification That Annual Report Will Be Submitted Late (nt 10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):      X 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, 2015

 

☐   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

 

 

Ironstone Group, Inc.

Full Name of Registrant

Former Name If Applicable

909 Montgomery Street, 3rd Floor

Address of Principal Executive Office (Street and Number)

San Francisco, CA 94133

City, State and Zip Code

   

 

 

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

 

PART III - NARRATIVE

 

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR or N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

 

 

Due to the period of time required for a new CFO to be selected following resignation of the previous CFO on January 8, 2016, the Company has been unable to prepare annual financial statements and commence the audit process in a timely fashion. The selection process had not been completed as of March 30, 2016, the due date of the Form 10-K. Also, due to the untimely receipt of an updated private investment valuation, additional time is required to revise the financial statements to reflect the changes in valuation.

 

 

PART IV - OTHER INFORMATION

 

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

 

William R. Hambrecht, CEO	415 551-8601
(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.

 

 

 

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Ironstone Group, 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    March 31, 2016	By:	/s/ William R. Hambrecht
		Name: William R. Hambrecht
		Title: Chief Executive Officer