|UNITED STATES||OMB APPROVAL|
|SECURITIES AND EXCHANGE COMMISSION|
|Washington, D.C. 20549||OMB Number: . . . . . . . . . . . . . 3235-0058|
|Expires: . . . . . . . . . . . . . . October 31, 2018|
|FORM 12b-25||Estimated average burden hours per response. . . . . . . . . . . . . . . .2.50|
|SEC FILE NUMBER|
|NOTIFICATION OF LATE FILING||001-35436|
|(Check One) :||x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR|
For Period Ended: December 31, 2015
¨ 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: ________________
Read Instructions (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: N/A
PART I – REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
Avenida Circunvalar a 100 mts de la Via 40, Barrio Las Flores
Address of Principal Executive Office (Street and Number)
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 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 Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-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 the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N B 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 Company is in the process of completing its Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2015, including the accounting treatment of its warrants exercised during Q3 and Q4 2015 as well as other potential accounting issues. The Company is assessing the impact of the identified and potential errors on prior periods. As a result, the Company has been unable to complete the financial information needed for its Form 10-K without incurring undue hardship and expense. Management is assessing the effect and the impact of the above matters on its conclusion on internal control over financial reporting as of December 31, 2015. The Company will report its conclusion regarding the Company’s internal control over financial reporting and the effectiveness of its disclosure controls and procedures in the Form 10-K.
PART IV – OTHER INFORMATION
|(1)||Name and telephone number of person to contact in regard to this notification|
|(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.
Due to the issues described in Part III above, it is not possible for the Company to provide a reasonable estimate of the changes in results of operations from the corresponding period of the latest fiscal year.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March 31, 2016||By:||/s/ Jose Daes|
|Jose Daes, Chief Executive 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.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).