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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-21999
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CUSIP NUMBER
(Check One): 65334P 10 4
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[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: December 31, 1997
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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:
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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 its fiscal year ended December 31, 1997,
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 year ended December 31, 1997 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 Advantis Network &
System Sdn Bhd, a Malaysian corporation acquired by the Registrant on December
15, 1997.
At the time of this acquisition by the Registrant, Advantis was a private
Malaysian company subject to very few reporting requirements and historically
did not perform audits or reviews of its financial statements. The combination
of the inexperience of the Advantis employees, the poor conditions of their
books and records and the unfamiliarity of the outside auditors in Malaysia with
United States generally accepted accounting principles and Securities and
Exchange Commission regulations has resulted in slow results and considerable
expense.
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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
(Name)
(510) 744-3303
(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
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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 financial data, meaningful and
accurate quantitative comparisons are not possible at the time of this
filing. However, it appears that the Registrant will report a net loss on a
consolidated basis of over $4.5 million on about $9 million in revenue for
the year. The net loss is due primarily to an impairment loss and
amortization of the excess of cost over net assets acquired in the Voice
Plus, Inc. ("VPI") acquisition of about $4.6 million, both non-cash
expenses. In 1996, prior to the acquisition of VPI and the Registrant's
Initial Public Offering, the Registrant reported a net loss of $1.8 million
on revenues of $800,000.
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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: March 31, 1998 By: /s/ Douglas S. Zorn
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Douglas S. Zorn
Executive Vice President and
Chief Financial Officer of Registrant
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