UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| SEC FILE NUMBER: | 000-51569 |
| CUSIP NUMBER: | 28201T104 |
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K
☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: December 31, 2014
| ☐ | 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:
PART I — REGISTRANT INFORMATION
EFACTOR GROUP CORP.
Full Name of Registrant
Former Name if Applicable
1177 Avenue of the Americas, Suite 5060
Address of Principal Executive Office (Street and Number)
New York, New York 10036
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)
| (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. |
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 Company was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the period ended December 31, 2014 (“Form 10-K”). Additional time is needed to permit the Company’s independent registered public accounting firm to complete its annual audit process of the Company’s financial statements for the fiscal year ended December 31, 2014. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-K no later than fifteen 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 |
| Mark V. Noffke | 650 | 380-8280 | |
| (Name) | (Area Code) | (Telephone Number) |
| (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 ☐ 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 ☐No
The Company acquired five foreign companies during the year ended December 31, 2014. As a result of these acquisitions, the Company expects the Form 10-K will reflect significant changes in its results of operations for the year ended December 31, 2014 as compared to the prior year. Specifically, the Company anticipates that revenues will increase more than 140% from approximately $742 thousand for the year ended December 31, 2013. This increase is a result of the revenues from the acquisitions the Company made during the year ended December 31, 2014. The Company anticipates that operating expenses will increase approximately125% from $4.8 million for the year ended December 31, 2013. This increase is primarily due to an increase of $6.4 million in stock based compensation, with the balance of the increase due to administrative costs related to the consolidation of the foregoing acquisitions and legal and accounting fees incurred for the Company’s public reporting filing requirements. The Company anticipates that net loss will increase approximately 100%from approximately $5.9 million for the year ended December 31, 2013. The increase in net loss is primarily a result of the increase of $6.4 million in stock based compensation coupled with the increase in administrative costs from the acquisitions and additional public company compliance costs as well as the recognition of the loss on extinguishment of debt. The financial results presented above for the year ended December 31, 2014 reflect preliminary estimates of the Company’s results of operations and anticipated changes for the corresponding prior period as of the date of the filing of the Form 12b-25. These estimates are subject to change upon the completion of the reporting process and audit of the Company’s financial statements, and actual results may vary significantly from these estimates. |
Cautionary Note on Forward-Looking Statements
This notification contains or may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects”, “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
EFACTOR GROUP CORP.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2015 | By: | /s/ Mark V. Noffke |
| Name: | Mark V. Noffke | |
| Title: | Chief Financial Officer |
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
