<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File Number: 0-21999
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: September 30, 2000
[ ] 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: N/A
---
--------------------------------------------------------------------------------
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: N/A
---
Part I - Registrant Information
-------------------------------
Full Name of Registrant: Nhancement Technologies Inc.
--------------------------------------------
Former name if applicable: N/A
--------------------------------------------
Address of Principal
Executive Office (Street and Number): 6663 Owen Drive
---------------------------------
Pleasanton, California 94588
---------------------------------
<PAGE>
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 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
[ ] (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 the reasons why the Form 10-K, 20-F,
11-K, 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 Form 10-K could not be filed within the prescribed time period
without unreasonable effort and expense because of additional information
requests from the Registrant's new independent accounting firm, who became the
Registrant's independent accounting firm in September 2000. The filing has also
delayed as a result of the temporary absence of necessary personnel due to the
holiday season.
Part IV - Other Information
---------------------------
(1) Name and telephone number of person to contact in regard to this
notification:
John Zavoli, Chief Financial Officer (925) 251-3200
-----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 of 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? [ ] Yes [X] No
-2-
<PAGE>
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.
NHANCEMENT TECHNOLOGIES INC.
----------------------------
(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 28, 2000 /s/ John R. Zavoli
-------------------------------
John R. Zavoli
Chief Financial Officer
-3-
