UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(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: June 30, 2008
|_| 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: N/A
PART I -- REGISTRANT INFORMATION
Affinity Technology Group, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
1310 Lady Street, Suite 601
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Address of Principal Executive Office (Street and Number)
Columbia, South Carolina 29201
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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
[X] 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.
Affinity Technology Group, Inc. (the "Company") has determined to seek
relief under Chapter 11 of the United States Bankruptcy Code and is in the
process of preparing the necessary filings to do so.. As part of this
process, the Company expects to request permission from the bankruptcy
court to go forward as a debtor-in-possession for the purpose of executing
a plan of offering its patents for sale under the supervision of the
bankruptcy court. The Company unexpectedly was required to engage new
bankruptcy counsel just prior to the due date of its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2008 (the "Second Quarter 10-Q")
and requires additional time to address with counsel the form and structure
of its intended bankruptcy filings and their impact on the Company's
disclosures in its Second Quarter 10-Q. Additionally, the preparation of
financial reports and related materials required in connection with the
Company's anticipated bankruptcy filing has diverted the Company's limited
internal resources from the preparation and finalization of its Second
Quarter 10-Q.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Joseph A. Boyle (803) 758-2511
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(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). |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? |X| Yes |_| 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.
The Company anticipates reporting that revenues for the second quarter of
2008 were $8 thousand, with a net loss of $514 thousand, or $0.01 per
share. For the comparable period of 2007, and the Company reported a net
loss of $476 thousand or $0.01 per share. The weighted average number of
shares outstanding during the three months ended June 30, 2008 was 47.1
million, compared to 45.3 million for the same period in 2007.
The Company anticipates reporting that revenues for the first six months of
2008 were $17 thousand, with a net loss of $742 thousand, or $0.02 per
share. Revenues for the comparable period in 2007 were $17 thousand, with a
net loss of $919 thousand, or $0.02 per share. The weighted average number
of shares outstanding during the six months ended June 30, 2007, was 47.1
million, compared to 45.3 million for the same period in 2007.
Forward-Looking Statements
Forward-looking statements in this Form 12b-25 are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Specifically, all statements regarding the Company's expectation that
it will be able to file its Second Quarter 10-Q on or before the fifth
calendar day following its prescribed due date, and all statements of the
Company's anticipated financial results for the quarter ended June 30,
2008, are forward-looking statements. There can be no assurance that these
forward-looking statements will be achieved. The Company's expectations
regarding the timing of the filing of its Second Quarter 10-Q, and the
anticipated financial results the Company expects to report in its Second
Quarter 10-Q, are preliminary and subject to change. Although the Company
believes these forward-looking statements are reasonable, it can give no
assurance that such statements will prove correct. In addition, investors
are cautioned that the Company's business is subject to several substantial
risks and uncertainties, including the recent adverse ruling of the Federal
Appeals Court in its patent litigation, the judgment against the Company
related to its lawsuit with Temple Ligon and its expected inability to pay
amounts due under its secured convertible notes, which, combined with the
Company's very limited capital resources, have threatened the viability of
the Company's business as a going concern and may make it difficult or
impossible to raise additional capital in amounts sufficient to permit it
to continue operations or pursue further legal options for vindicating its
patent claims; the risk that the Company may lose all or part of the claims
covered by its patents as a result of challenges to its patents; the risk
that its patents may be subject to additional reexamination by the U.S.
Patent and Trademark Office or challenges by third parties; the results of
ongoing litigation, including the recent adverse ruling of the Federal
Appeals Court in the Company's patent litigation; and, unanticipated costs
and expenses affecting the Company's cash position. In light of its current
position, the Company intends to seek relief under Chapter 11 of the United
States Bankruptcy Code and plans to offer its remaining patents and rights
thereunder for sale. The Company can give no assurance regarding whether or
when it will accomplish its expected bankruptcy filings. The Company also
can give no assurance that, pursuant to a bankruptcy process or otherwise,
the Company will be successful in completing a sale of its patents or that
any proceeds from such sale would be sufficient to satisfy any of its
obligations in whole or in part or that there will be any residual proceeds
that would accrue to the benefit of any of the Company's constituencies,
including the Company's secured or unsecured creditors or its stockholders.
Moreover, the Company can give no assurances that it will have the
financial resources to complete any process under Chapter 11 of the United
States Bankruptcy Code or that, if such a process is commenced, the Company
will not be forced to later convert its Chapter 11 proceedings to one under
Chapter 7 of the United States Bankruptcy Code, under which the Company
expects that a trustee would be appointed by the Bankruptcy Court to
liquidate the Company. Further, there can be no assurance that the Company
will prevail on its claims of patent infringement against third parties or
that such claims will result in the award of monetary damages to the
Company. These and other factors discussed in the Company's filings with
the Securities and Exchange Commission, including the information set forth
in Part I, Item 1A. "Risk Factors" of the Company's Annual Report on Form
10-K for the year ended December 31, 2007, its Quarterly Report on Form
10-Q for the quarter ended March 31, 2008 and other filings the Company
makes with the Securities and Exchange Commission from time to time. The
Company is not responsible for updating the information contained in this
Form 12b-25 beyond the publication date, or for changes made to this
document by wire services or Internet Services.
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Affinity Technology Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 15, 2008 By: /s/ Joseph A. Boyle
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Joseph A. Boyle
President, Chairman and Chief Executive
Officer