NT 10-K 1 terra12b123107k.htm Terra Nova Financial Group, Inc. - Form 12b25


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
     
 
FORM 12b-25
 
     
 
NOTIFICATION OF LATE FILING
 
     
 
SEC FILE NUMBER
000-24057
 

(Check One): x 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, 2007

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


Terra Nova Financial Group, Inc

Full Name of Registrant



Former Name if Applicable


100 S. Wacker, Suite 1550

Address of Principal Executive Office (Street and Number)


Chicago, Illinois 60606

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 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.

The Registrant is unable to timely file its report on Form 10-KSB for the year ended December 31, 2007 as the Registrant requires additional time to finalize the presentation in its financial statements for such year and for the fiscal year ended December 31, 2006 of the impact of recently discovered errors in the recording of compensation expense associated with the grant of warrants for approximately 3,027,500 shares of common stock issued to employees in May and August of 2006. Due to the timing of the discovery of the information, Registrant is unable to timely file the Form 10-KSB for the year ended December 31, 2007 without incurring unreasonable expense and effort. Registrant will file the Form 10-KSB not later than April 15, 2008.

(Attached extra Sheets if Needed)

PART IV - OTHER INFORMATION

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

 
Murrey Wanstrath
(312)
827-3663
 
 
(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  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?
 

x
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.

The Registrant has recently discovered an error in the recording of share-based compensation expense under FAS 123(R) associated with the grant to employees of warrants to purchase an aggregate of 575,000 shares on May 19, 2006 and an additional 2,452,500 shares on August 4, 2006. These warrants were issued with a term of five years from the grant date and vested over three years. These warrants had a calculated fair value of $530,978 and $2,445,384 as of the respective grant dates. Registrant recently became aware that the terms of the May and August 2006 warrant grants did not include an explicit provision that the unvested portions of the warrant would be forfeited upon the employee's termination of employment. As a result, the compensation cost related to these warrants should have been fully recognized on the date of the grant and not over the vesting period, as had previously been recorded. For 2006, we understated our net loss for six months ended June 30 by $395,836; for nine months ended September 30 by $2,446,863; for twelve months ended December 31, 2006 by $2,341,449. For 2007, we understated our net income for three months ended March 30 by $104,831; for six months ended June 30 by $330,504; and for nine months ended September 30 by $477,646.


2



Terra Nova Financial 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 1, 2008 By: /s/ Murrey Wanstrath

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).

GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
   
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
   
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
   
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
   
5. Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).