<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(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: December 31, 1996 | SEC FILE NUMBER |
------------------------------------ | 0-25992 |
[_] Transition Report on Form 10-K --------------------
[_] Transition Report on Form 20-F --------------------
[_] Transition Report on Form 11-K | CUSIP NUMBER |
[_] Transition Report on Form 10-Q | 64120U10 |
[_] 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:
Not applicable
- --------------------------------------------------------------------------------
PART I--REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant
NetVantage, Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable
Not applicable
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
201 Continental Boulevard, Suite 201
- --------------------------------------------------------------------------------
City, State and Zip Code
El Segundo, California 90245
- --------------------------------------------------------------------------------
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)
(a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (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,
[X] | 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 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 time period. (ATTACH EXTRA
SHEETS IF NEEDED )
Registrant's Chief Financial Officer, Thomas V. Baker, resigned from all of
his offices and positions with Registrant in January 1997, and Registrant is
currently in the process of selecting a new Chief Financial Officer. The absence
of the Chief Financial Officer has hampered Registrant's ability to timely file
its Annual Report on Form 10-K without unreasonable effort and expense.
<PAGE>
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen R. Rizzone 310 726-4130
------------------------------------ ----------- -------------------------
(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.
SEE ATTACHED NARRATIVE
- --------------------------------------------------------------------------------
NetVantage, Inc.
----------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1997 By /s/ Stephen R. Rizzone
---------------------------------- --------------------------------------
Stephen R. Rizzone
President and Chief Executive Officer
<PAGE>
Attachment to Form 12b-25
Explanation of Anticipated
Change in Results of Operations
-------------------------------
It is anticipated that Registrant's Statement of Operations for the year
ended December 31, 1996, to be included in Registrant's Annual Report on Form
10-K, will reflect increases in revenues and net loss over the prior year. It is
anticipated that revenues will be approximately $26 million, as compared to $1.3
million for the prior year, and the net loss will exceed approximately $9.8
million, as compared to $6.5 million for the prior year. The 1996 loss includes
a non-cash charge for the release of certain escrowed common shares.
