Form 12b-25 Notification of Late Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
(Check One): [X] Form 10-K [_]    Form 11-K [_]    Form 20-F [_]    Form 10-Q    [_] Form 10D
        [_] Form N-SAR    [_] Form N-CSR 

For Period Ended: December 31, 2005

[_] 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
REGISTRANT INFORMATION
 
Franklin Credit Management Corporation                                                                                                                                    
Full Name of Registrant
_____________________________________________________________________________
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
RULE 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, 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
 

 

10D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
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(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, 20-F, 11-K, 10-Q, 10D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The registrant has not completed its financial statements for the 2005 fiscal year, and the registrant’s independent registered public accounting firm has not yet completed its year-end financial statement audit. Accordingly, the registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2005 could not be filed within the prescribed time period without unreasonable effort or expense.
 
PART IV
OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
Paul D. Colasono                        212                               925-8745                                                                                                        
    (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.
 
Net income for 2005 is expected to decrease somewhat from net income during 2004.  During 2005, the registrant’s portfolio grew by approximately 50%, resulting in substantial increases across revenues and operating expenses.  Interest expense grew by a substantially greater percentage than interest income and other items of income and expenses, as a result of the approximately 200 basis point increase in short term interest rates in 2005 and its effect on the registrant’s cost of term debt, significantly contributing to the anticipated change in net income. 

The registrant has not completed its financial statements for the 2005 year and the registrant’s independent registered public accounting firm has not yet completed its year-end financial statement audit. Accordingly, the registrant is not in a position at this time to provide a reasonable estimate of any anticipated significant changes in the results of operations for the fiscal year ended December 31, 2005 compared to the fiscal year ended December 31, 2004. In addition, there can be no assurance that the financial information publicly announced at a later date will not differ from the above disclosure.

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                                              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: April 3, 2006                    By: /s/ Paul D. Colasono                                                                 
                                   Name: Paul D. Colasono
                          Title:Chief Financial Officer and Executive Vice President
 
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 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.
 

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