UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 333-103331
| (Check one): | [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR |
| For Period Ended: March 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 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
Genesis Financial, Inc.
Full Name of Registrant
11920 Southern Highlands Parkway, Suite 200
Address of Principal Executive Office
Las Vegas, Nevada 89141
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)
| [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 Forms 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 du-e 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 reason why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof could not be filed within the prescribed time period.
The registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018 could not be filed by the prescribed due date of May 15, 2018 because registrant had not yet finalized its treatment of the reverse acquisition and related matters that occurred during the quarter. As a result, the review of registrant’s financial statements for the three months ended March 31, 2018 is ongoing. Accordingly, the registrant is unable to file such report within the prescribed time period without unreasonable effort or expense. The registrant anticipates that the subject quarterly report will be filed on or before May 21, 2018.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification.
Murray Smith, Chief Financial Officer, (702) 776-7556
(2) Have all other periodic reports required under Section 13 or 15(d) or 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). 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 reason why a reasonable estimate of the results cannot be made.
The subject report on Form 10-Q for the quarter ended March 31, 2018 will reflect changes in the presentation of the Company’s results of operations for the three months ended March 31, 2018 resulting from the reverse acquisition of Epoint Payment Corp. and Fintech Holdings LLC that occurred during the quarter, the terms of which were disclosed in the Company’s current reports on Form 8-K and 8-K/A filed on February 22 and May 4, 2018.
Genesis Financial, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 16, 2018 | By: | /s/ Roy Rose |
| Roy Rose | ||
| Chief Executive Officer |
