UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number:  3235-0058
		Expires: August 31, 2015
	Washington, D.C.  20549	Estimated average burden
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	FORM 12b-25
		SEC FILE NUMBER
		000-10822
	NOTIFICATION OF LATE FILING
		CUSIP NUMBER
		68235H106

 

(Check One):

o Form 10-K

o Form 20-F

o Form 11-K

x Form 10-Q

o Form 10-D

o Form N-SAR

o Form N-CSR

 

For Period Ended: March 31, 2013

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

For the Transition Period Ended: _____________________________________________________________

 

Read Instruction (on back page) 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 relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I -- REGISTRANT INFORMATION

One Horizon Group, Inc.

Full Name of Registrant

n/a

Former Name if Applicable

Weststrasse 1, Baar

Address of Principal Executive Office (Street and Number)

Switzerland, CH6340

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;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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 the reasons 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. (Attach extra sheets if needed.)

 

The Registrant’s report for the three months ended March 31, 2013 could not be filed within the prescribed time period due to the Company requiring additional time to prepare and review the Registrant’s financial statements. Such delay could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant will file its Form 10-Q no later than five calendar days following the prescribed due date.

 

PART IV -- OTHER INFORMATION

 

(1)

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

 

Martin Ward		011		44-20-7509-9345
(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.

 

We anticipate reporting an increase in revenues and in net income, subject to completion of review by our independent auditors.

 

 

One Horizon Group, 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 15, 2013	By	/s/ Martin Ward
			Martin Ward
			Chief Financial Officer