UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                        Commission File Number: 002-99080


                            CUSIP Number: 15707E 10 3


                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING


(Check One):
[ ] Form 10-K and Form 10-KSB            [ ]  Form 20-F    [ ]  Form 11-K
[X] Form 10-Q and Form 10-QSB            [ ]  Form N-SAR

  For Period Ended: June 30, 2006

[ ] Transition Report on Form 10-K       [ ]  Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F       [ ]  Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

     For the Transition Period Ended :________________________

     Read attached  instruction  sheet 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  related  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:_________________________

________________________________________________________________________________




                                     PART I
                             REGISTRANT INFORMATION


Full name of registrant:    The Certo Group Corp.
                            ----------------------

Former name if applicable: _________________________________


Address of principal executive office (street and number):

201 Circle Drive North, Building 112
- ------------------------------------

City, state and zip code:

Piscataway, New Jersey 08854
- -----------------------------

                                     PART II
                             RULE 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,  20-F,  11-K or Form N-SAR,  or portion
 [X]        |       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
            |       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 Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

     The  Company's  Quarterly  Report on Form 10-QSB for the  quarterly  period
ended June 30, 2006 cannot be filed within the  prescribed  time period  because
the  Company  requires  additional  time for  compilation  and  review to insure
adequate disclosure of certain  information  required to be included in the Form
10-QSB. The Company's Quarterly Report on Form 10-QSB will be filed on or before
the 5th calendar day following the prescribed due date.






                                     PART IV
                                OTHER INFORMATION


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

     Dominic Certo, President and Chief Executive Officer, (732) 356-9555

(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 the answer is
     no, identify report(s)

                                 [X] Yes [X] No

     A.   The Company has failed to file an annual report on Form 10-KSB for the
          fiscal year ended December 31, 2006;

     B.   The Company has failed to file an annual report on Form 10-QSB for the
          quarterly period ended March 31, 2006;

(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 reason why a reasonable
     estimate of the results cannot be made.





                             The Certo Group Corp..
                  (Name of Registrant as specified in Charter)

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

Date: August 15, 2006                     By:  /s/ Dominic Certo
                                          ----------------------
                                          Dominic Certo
                                          President and Chief Executive Officer