Washington, D.C. 20549


FORM 12b-25




(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, 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:



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:






Full Name of Registrant




Former Name if Applicable


1490 N.E. Pine Island Road, Suite 5D


Address of Principal Executive Office (Street and Number)


Cape Coral, Florida 33909


City, State and 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)










(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.




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 portion thereof, could not be filed within the prescribed time period.


The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The Registrant expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.


SEC 1344 (04-09)    Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


(Attach extra Sheets if Needed)




(1) Name and telephone number of person to contact in regard to this notification
  Barry Kostiner   (239)   542-0643
  (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 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.


For the current reporting period of the fiscal year ended December 31, 2022 (“Fiscal 2022”), compared to the fiscal year ended December 31, 2021 (“Fiscal 2021”), revenue decreased to approximately $1,084,000 in Fiscal 2022 from approximately $7,710,000 in Fiscal 2021, total operating costs and expenses decreased to $3,325,000 in Fiscal 2022 from approximately $8,125,000 in Fiscal 2021, loss from operations increased to approximately $2,241,000 in Fiscal 2022 from approximately $415,000 in Fiscal 2021, and net loss increased to approximately $1,407,000 in Fiscal 2022 from approximately $566,000 in Fiscal 2021.


These changes in the Registrant’s results of operations stem largely from (a) the cessation of its license and operations using the “Rich Dad” brand and related marks and intellectual property, (b) the December 2021 decision to suspend live, in-person events and other continuing effects from the Registrant’s business decisions stemming from the COVID-19 pandemic and (c) the Registrant’s continued business restructuring as a result of the above.






(Name of Registrant as Specified in Charter)


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


Date: April 3, 2023 By: /s/ Barry Kostiner

Barry Kostiner

      Chairman and CEO