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UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION 000-27707
Washington, D.C. 20549
CUSIP NUMBER
FORM 12b-25 653351 10 6
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NOTIFICATION OF LATE FILING
(CHECK ONE) |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10D |_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 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
| 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.
NexCen Brands, Inc. (the "Company") will not file its Quarterly Report on Form
10-Q for the period ended September 30, 2008 by the required filing date and
will not file such report within the five day grace period provided in Rule
12b-25. As previously disclosed in a Current Report on Form 8-K filed on May 19,
2008, the authorized officers of the Company concluded that the Company's
audited financial statements for the fiscal year ended December 31, 2007, as
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2007 (the "Annual Report"), should no longer be relied upon.
Additionally, KPMG LLP, the Company's independent accountant, determined that no
reliance should be placed on its audit report dated March 20, 2008 on the
Company's consolidated financial statements as of December 31, 2007 and 2006 and
each of the years in the three-year period ended December 31, 2007 or its report
dated March 20, 2008 on the effectiveness of internal control over financial
reporting as of December 31, 2007, as contained in the Annual Report.
The Company expects to file its Quarterly Report on Form 10-Q for the period
ended September 30, 2008 as soon as practicable after the Company files an
amendment to the Annual Report and its Quarterly Reports on Form 10-Q for the
periods ended March 31, 2008 and June 30, 2008. Although the Company is not yet
able to estimate when it will be able to complete these filings, the Company has
made changes to its management team, made additions and changes to its
accounting and financial staff, engaged the firm of BDO Seidman, LLP for
consulting services on accounting and reporting issues, and is otherwise working
to put itself in the position to meet its filing obligations.
(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). |_| YES |X| NO
The Company has not filed its Quarterly Reports on Form 10-Q
for the periods ended March 31, 2008 and June 30, 2008.
(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 brand management and franchising business
until the second half of 2006. Of the nine brands the Company owned and
operated as of September 30, 2008, the Company owned only five -- The
Athlete's Foot, Bill Blass, Maggie Moo's, Marble Slab and Waverly -- for
the entire third quarter of 2007. The Company's results for September 30,
2007 included Pretzel Time and Pretzelmake for approximate two months. The
Company did not own Shoebox New York or Great American Cookie in the
third quarter of 2007. As a result, the Company's revenues, expenses,
assets and liabilities for the third quarter of 2008 differ substantial
from the third quarter of 2007.
NexCen Brands, 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: November 11, 2008 By: /s/ Kenneth J. Hall
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Kenneth J. Hall, Chief Executive Officer
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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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