-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWzrNGKtqf0KBb4iGjKI1M3DzxhEwRErFHyVieoxIAjKfDyGcD+/hfN+RJSsHGTL Ak/KVfR9xzZcbKpPT645JA== 0001047469-98-045475.txt : 19981231 0001047469-98-045475.hdr.sgml : 19981231 ACCESSION NUMBER: 0001047469-98-045475 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NHANCEMENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001025985 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 841360852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 333-15563 FILM NUMBER: 98778198 BUSINESS ADDRESS: STREET 1: 39420 LIBERTY ST STREET 2: STE 250 CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 3032710505 MAIL ADDRESS: STREET 1: 1746 COLE BLVD STREET 2: SUITE 265 CITY: GOLDEN STATE: CO ZIP: 80401 NT 10-K 1 NT 10-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING --------------- SEC FILE NUMBER 0-21999 --------------- --------------- 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 ----------------------------- [ ] 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 -------------------------- 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: 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 -------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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, 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. - ------------------------------------------------------------------------------- PART III - NARRATIVE - ------------------------------------------------------------------------------- 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. - ------------------------------------------------------------------------------- PART IV - OTHER INFORMATION - ------------------------------------------------------------------------------- (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 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. * * * * * * * * * * 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 29, 1998 /s/ Douglas S. Zorn -------------------------------------- Douglas S. Zorn Executive Vice President and Chief Financial Officer of Registrant EX-99 2 EXHIBIT 99 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 -----END PRIVACY-ENHANCED MESSAGE-----