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: June 30, 2023
    ☐ 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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023. The Registrant expects to file the Quarterly Report no later than the fifth 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.







Revenue was $0.06 million for the three months ended June 30, 2023 compared to $0.07 million for the three months ended June 30, 2022. Revenue decreased $0.01 million or 14% during the three months ended June 30, 2023 compared to the same period in 2022 as a result of a decrease in recognition of deferred revenue.


Cash sales were $0 for the three months ended June 30, 2023 and 2022 respectively. There was no change in cash sales due to the temporary suspension of live in-person events and ongoing student fulfillment.


Operating Expenses


Total operating costs and expenses were $0.7 million for the three months ended June 30, 2023 compared to $0.8 million for the three months ended June 30, 2022, a decrease of $0.01 million or 13%. The decrease was primarily due to decrease in general and administrative expenses.


Direct course expenses


Direct course expenses relate to our free preview workshops, basic and elite training, and individualized mentoring programs, consisting of instructor fees, facility costs, salaries, commissions and fees associated with our field representatives and related travel expenses. Direct course expenses were $0.1 million for the three months ended June 30, 2023 and June 30, 2022.


Advertising and sales expenses


We generally obtain most of our potential customers through internet-based advertising. Advertising and sales expenses consist of purchased media to generate registrations to our free preview workshops and costs associated with supporting customer recruitment. We obtain the majority of our customers through free preview workshops. Historically, these preview workshops are offered in various metropolitan areas in North America, United Kingdom, and other international markets. Prior to the actual workshop, we spend a significant amount of money in the form of advertising through various media channels. Today, we offer live online and on- demand trainings as the live in-person trainings have temporarily been suspended.


Advertising and sales expenses were $0.05 million for the three months ended June 30, 2023 and June 30 2022. As a percentage of revenue, advertising and sales expenses were 87 % and 78% of revenue for the three months ended June 30, 2023 and 2022, an increase of 11 %.


Royalty expenses


We are required to pay royalties under the licensing and related agreements pursuant to which we develop, market, and sell Rich Dad and Homemade Investor branded live seminars, training courses, and related products worldwide. There were no royalty expenses for the three months ended June 30, 2023 and 2022, respectively due to transitioning sales to our Building Wealth with Legacy TM.






(Name of Registrant as Specified in Charter)


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


Date: August 14, 2023 By: /s/ Barry Kostiner

Barry Kostiner

      Chairman and CEO