Washington, D.C. 20549


FORM 12b-25





(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: March 31, 2024


[    ] 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:


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:




Elys BMG Group, Inc.

Full Name of Registrant



Former Name if Applicable


130 Adelaide Street, West, Suite 701

Address of Principal Executive Office (Street and Number)


Toronto, Ontario, Canada M5H 2K4

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)


x (a) The reason 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 or portion thereof, could not be filed within the prescribed time period.


The Company was unable, without unreasonable effort or expense, to complete its financial data within the prescribed period and file the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 because the Company was unable to compile and review certain information required in order to permit the Company to file a timely and accurate report on the Company’s financial condition. The Company needs additional time to complete its financial statements and believes that the Quarterly Report will be completed and filed within the five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. 




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


  Michele Ciavarella   +1 (561) 838-3325
  (Name)   (Area Code) (Telephone Number)



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 [ x ] No Form 10-K for the year ended December 31, 2023


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.


Elys BMG Group, Inc.

(Name of Registrant as Specified in Charter)


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


Date: May 23, 2024 By: /s/ Michele Ciavarella
    Michele Ciavarella
  Title: Executive Chairman


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