SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-17771
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F
[_] Form 10-Q [_] Form N-SAR
For Period Ended: December 31, 2004
[_] 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 attached instruction sheet 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 - REGISTRATION INFORMATION
Franklin Credit Management Corporation
Full Name of Registrant
Miramar Resources, Inc.
Former Name if Applicable
Six Harrison Street
Address of Principal Executive Office (Street and Number)
New York, New York 10013
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.)
[X] (a) The reasons 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 or Form N-SAR, or portion thereof
will be filed on or before the 15th 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 why the Form 10-K, 11-K, 20-F, 10-Q, N-SAR or
the transition report or portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The registrant is unable to file its Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 by the prescribed due date of March 31, 2005
because of the significant amount of additional time and effort, and heightened
level of review required to comply with the new rules and regulations adopted by
the SEC under the Sarbanes-Oxley Act of 2002.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Alan Joseph (212) 925-8745
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(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).
[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.
For the twelve months ended December 31, 2004, the registrant's revenues
were approximately $80.5 million, which represented an increase of 40%
when compared with 2003 revenues of approximately $57.6 million. Net
income increased 42% to approximately $9.5 million, or $1.43 per diluted
share in 2004, versus net income of approximately $6.6 million, or $1.02
per diluted share, in 2003. Large portfolio acquisitions during the
second half of the year, primarily related to bulk purchases of subprime
mortgage loans, allowed the registrant to increase its notes receivable
portfolio by more than 74% to $811.9 million (face value) during 2004.
Franklin Credit Management Corporation.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 31, 2005
By:/s/ Alan Joseph
Name: Alan Joseph
Title: Vice President and 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).
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 a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.