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SEC FILE NUMBER
000-27707
CUSIP NUMBER
653351 10 6
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE) |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: March 31, 2008
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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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Read Instruction (on back page) 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.
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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:
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PART I - REGISTRANT INFORMATION
NexCen Brands, Inc.
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
1330 Avenue of the Americas, 34th Floor
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Address of Principal Executive Office (Street and Number)
New York, NY 10019
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City, State and Zip Code
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 reason 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, Form 11-K, Form N-SAR or Form
|X| | N-CSR, 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 subject distribution report on Form 10-D, 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 Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
In order to address certain material weaknesses in internal controls over
financial reporting identified in its Annual Report on Form 10-K for the year
ended December 31, 2007, NexCen Brands, Inc. (the "Company") has, since the
filing of its Annual Report, replaced three of its four most senior financial
executives, namely, the Chief Financial Officer of the Company and the Chief
Financial Officer and Controller of its franchise management business. As a
result of these recent significant personnel changes, the Company was unable to
complete all procedures required to finalize its financial statements in time to
file its Quarterly Report on Form 10-Q by May 12, 2008 without unreasonable
effort or expense. The Company expects to file its Form 10-Q on or before the
5th calendar day (or the next business day if such calendar day is a weekend)
following the prescribed due date.
(Attach Extra Sheets if Needed)
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth J. Hall (212) 277-1100
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(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 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.
The Company did not initiate its current brand management and franchising
business until the second half of 2006. Of the nine brands we owned and
operated as of March 31, 2008, we owned only one -- The Athlete's Foot --
for the entire first quarter of 2007. Our results for March 31, 2007
include Bill Blass for one and one half months, and Maggie Moo's and
Marble Slab for one month. We did not own Waverly, Pretzel Time,
Pretzelmake, Shoebox New York, or Great American Cookie in the first
quarter of 2007. As a result, our revenues, expenses, assets and
liabilities for the first quarter of 2008 differ substantially from the
first quarter of 2007.
NexCen Brands, 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
hereunto duly authorized.
Date: May 9, 2008 By: /s/ Kenneth J. Hall
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Kenneth J. Hall, Executive
Vice President,
Chief Financial Officer
and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
===================================ATTENTION====================================
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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