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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
0-21999
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CUSIP NUMBER
65334P 10 4
(CHECK ONE): ---------------
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended
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[ ] 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: September 30, 1998
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Not applicable
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant: NHancement Technologies Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office (STREET AND NUMBER, CITY,
STATE AND ZIP CODE)
39420 Liberty Street, Suite 250, Fremont, California 94538
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PART II - RULES 12b-25(b) AND (c)
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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, 11-K or Form N-SAR, 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 portion thereof,
will be filed on or before the fifth calendar day following the prescribed due
date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
NHancement Technologies Inc. (the "Registrant") is unable to timely file its
Annual Report on Form 10-KSB for the transition period ended September 30,
1998, without unreasonable effort or expense, because BDO Seidman, LLP, the
independent auditors of the Registrant, has not yet completed the audit of
the financial statements of the Registrant for the transition period ended
September 30, 1998 and cannot furnish the required opinion on such financial
statements until it has completed its audit. The delay in the audit is
principally due to the inability of the Registrant to obtain timely financial
information for Infotel Technologies Pte Ltd ("Infotel"), a subsidiary of the
Company organized under the laws of Singapore and acquired by the Company
during fiscal 1998, and Advantis Network & System Sdn Bhd ("Advantis"), a
former subsidiary of the Company organized under the laws of Malaysia.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this
notification
Douglas S. Zorn, Executive Vice President and Chief Financial Officer
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(Name)
(510) 744-3303
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(Telephone Number)
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(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.
Due to the incompleteness of the Advantis final financial data and the
Infotel September 30, 1998 financial data, meaningful and accurate
quantitative comparisons are not possible at the time of this filing.
However, it appears that on a consolidated basis, the Registrant will report
a net loss for the nine month period ended September 30, 1998, of over $2.5
million on about $10 million in revenue. The net loss includes an impairment
loss and amortization of the excess of cost over net assets acquired of about
$0.9 million and a loss on the disposal of Advantis of about $370,000. In
the calendar year 1997, the Registrant reported a consolidated net loss of
$4.6 million on revenues of $9 million. The net loss was primarily due to an
impairment loss and amortization of the excess of cost over net assets
acquired of about $4.6 million, both non-cash expenses.
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NHancement Technologies, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 29, 1998 /s/ Douglas S. Zorn
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Douglas S. Zorn
Executive Vice President and
Chief Financial Officer of Registrant
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December 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities and Exchange Act of 1934 and in satisfaction of item (c) of
Part II of Form 12b-25.
We are the independent auditors of NHancement Technologies Inc. (the
"Registrant"). The Registrant has stated in Part III of its filing on Form
12b-25 that it is unable to timely file, without unreasonable effort or
expense, its Annual Report on Form 10-KSB for the nine month transition
period ended September 30, 1998 because, in part, our Firm has not completed
our audit of the financial statements of the Registrant for the period then
ended, and is therefore unable to furnish the required opinion on such
financial statements.
We hereby advise you that we have read the statements made by the Registrant
in Part III of its filing on Form 12b-25 for the nine month transition period
ended September 30, 1998, and agree with the statements made therein.
Very truly yours,
/s/ BDO Siedman, LLP
BDO Siedman, LLP
