| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |
| FORM 12b-25 | |
| NOTIFICATION OF LATE FILING |
| (Check one): | ý Form 10-K | o Form 20-F | o Form 11-K | o Form 10-Q | o Form N-SAR | o Form N-CSR | |||
| For Period Ended: | December 31, 2012 | ||||||||
| 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 Printing 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 |
| Former Name if Applicable |
| Weststrasse 1 |
| Address of Principal Executive Office (Street and Number) |
| Baer, 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, 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 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.
The Registrant’s annual report for the period ended December 31, 2012 could not be filed within the prescribed time period due to the Registrant requiring additional time to prepare and review the Registrant’s financial statements and annual report. 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-K no later than fifteen 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). | |||||
| ý Yes | o 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? | |||||
| ý Yes | o 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.
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|
As previously disclosed, the Registrant (formerly Intelligent Communication Enterprise Corporation (“ICE Corp.”)) and One Horizon Group PLC, a United Kingdom-based company, entered into an Agreement of Securities Exchange and Plan of Reorganization dated October 12, 2012 (“Share Exchange Agreement”). On November 30, 2012, ICE Corp. and One Horizon Group closed the transactions contemplated by the Share Exchange Agreement.
Inasmuch as the transactions contemplated by the Share Exchange Agreement were consummated within the fiscal year covered by the subject report and the Registrant now conducts operations not previously conducted by ICE Corp., the Registrant’s results of operations may change significantly from the period ended December 31, 2011. | ||||||
| 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 | April 2, 2013 | By | /s/ Martin Ward | |
| Martin Ward, Chief Financial Officer | ||||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||