Edgar Filing: One Horizon Group, Inc.

ohgi_nt10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

¨ Form 10-K ¨ Form 20-F ¨ Form 11-K T Form 10-Q

¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR

For Period Ended: March 31, 2014

¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q

¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K

¨ 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

Full name of registrant One Horizon Group, Inc.

Former name if applicable

Address of principal executive office

Weststrasse 1

City, state and zip code Baar, Switzerland, CH6340

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 reasons 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 Forms 10-K, 20-F, 11-K, N-SAR, or 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

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 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 is not able to complete the process of compiling and disseminating the information required to be included in its Form 10-Q interim report for the three months ended March 31, 2014, as well as the required review of the Registrant’s financial information, by April 15, 2014, without incurring undue hardship and expense. The Registrant will require additional time to complete and file its Form 10-Q for the quarter ended March 31, 2014 and plan to file such quarterly report no later than five calendar days after its original due date.

PART IV

OTHER INFORMATION

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

Martin Ward	(011)	41-41-7605820
(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 the answer is no, identify report(s).

T 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 T 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.

One Horizon Group, Inc.

Name of Registrant as Specified in Charter.

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

	One Horizon Group, Inc.

Date: April 16, 2014	By:	/s/ Martin Ward
		Martin Ward
		Chief Financial Officer