UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

For Period Ended: December 31, 2017

For the Transition Period Ended: ______________________________________________________________

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

Green Spirit Industries Inc.

Full Name of Registrant

Former Name if Applicable

5141 Virginia Way, Suite 465

Address of Principal Executive Office (Street and Number)

Brentwood, TN 37027

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)

PART III — NARRATIVE

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 compilation, dissemination and review of the information required to be presented in the annual report on Form 10-K for the relevant period imposed time constraints that have rendered timely filing of the annual report on Form 10-K impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such annual report no later than fifteen days after the original due date.

PART IV — OTHER INFORMATION

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

(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 [X] 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.

As previously discussed on the registrant’s Current Report on Form 8-K filed on May 16, 2017, the registrant closed the transaction contemplated by a Share Exchange Agreement dated May 11, 2017 (the “Share Exchange Agreement”), pursuant to which the registrant acquired Project 1493, LLC, a corporation organized under the laws of the Commonwealth of Puerto Rico (“1493”). As a result of the Share Exchange Agreement, the registrant contemplates presenting financial statements of a consolidated company, including the results of operations of 1493. As the results of operations of the combined companies are expected to have significant changes to the presentation, a comparison of the changes would be impracticable without undue hardship and expense to the registrant.

Green Spirit Industries Inc.

(Name of Registrant as Specified in Charter)

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