United states


Washington, D.C. 20549


FORM 12b-25


Notification of Late Filing


SEC file number: 000-54875

CUSIP number: 86933P 105


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: May 31, 2018  


[  ] 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 Transition Period Ended:  




Nothing in this form will be construed to imply that the commission has verified any information contained in this notification.




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


sustainable Projects group inc.


Full name of Registrant




Former Name if Applicable


2316 Pine Ridge Road, 383


Address of Principal Executive Office (Street and Number)


Naples, Florida , 34109


City, State, Zip Code




Form 12b-25 Sustainable Projects Group Inc. 2 of 3


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;
[ X ] (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 the reasons why the 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 Registrant requests an extension until September 14, 2018 , for the filing of its Annual Report on Form 10-K for the 12 month period ended May 31, 2018. The Registrant needs additional time to complete the preparation of the Form 10-K, in particular, the Registrant’s financial statements and the disclosure on the Registrant’s management’s discussion and analysis. The Registrant plans to file the Form 10-K as soon as reasonably practicable.


Part IV – Other Information


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


  Stefan Müehlbauer   239   316-4593
  (Name)   (Area Code)   (Telephone Number)


(2) Have all 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.


Form 12b-25 Sustainable Projects Group Inc. 3 of 3


sustainable projects group inc.


(Name of Registrant as Specified in Charter)


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


Sustainable projects Group Inc.
Dated: August 30, 2018 By: /s/ Stefan Müehlbauer
    Stefan Müehlbauer – CEO