Washington, D.C. 20549


FORM 12B-25






Check One:


  x Form 10-K  
  o Form 20-F  
  o Form 11-K  
  o Form 10-Q  
  o Form 10-D  
  o Form N-SAR
  o Form N-CSR



For Period Ended: December 31, 2019


  o Transition Report on Form 10-K  
  o Transition Report on Form 20-F  
  o Transition Report on Form 11-K  
  o Transition Report on Form 10-Q  
  o 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.


The registrant is Newgioco Group, Inc. (the “Company”).  The address of the Company’s principal executive office is 130 Adelaide Street West, Suite 701, Toronto, Ontario M5H 2K4, Canada.


PART II.                      RULES 12B-25 (B) AND (C)


If the subject report could not be filed without unreasonable effort or expense and the Company seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)


x           (a)           The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;


x           (b)          The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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


o           (c)           The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III.                      NARRATIVE


The Company is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2019 because the Company is still compiling and reviewing information to complete the audit of the financial statements for that period and the Company is unable to give an estimate at this time.


The Company is relying the order of the Securities and Exchange Commission, Release No. 34-88318, dated March 4, 2020 for the extension of the filing deadline of its Annual Report on Form 10-K, for the year ended December 31, 2019.


PART IV.                      OTHER INFORMATION


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


Michele Ciavarella +39 391 306 4134


(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 Company was required to file such report(s) been filed? If the answer is no, identify report(s).


x  Yes                                           o No


(3)           Is it anticipated that any significant change in results of operations from the corresponding period for the last quarterly report will be reflected by the earnings to be included in the subject report or portion thereof?


xYes                                           o No











Newgioco Group, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.



  Newgioco Group, Inc.
Dated:  March 31, 2020 By:     /s/ Michele Ciavarella
    Michele Ciavarella
    Chief Executive Officer