(CHECK
ONE)
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o
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Form
10-K
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o
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Form
20-F
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o
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Form
11-K
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x
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Form
10-Q
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o
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Form
10D
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o
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Form
N-SAR
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o
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Form
N-CSR
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For
Period Ended:
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March
31, 2009
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|||||
o
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Transition
Report on Form 10-K
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|||||
o
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Transition
Report on Form 20-F
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|||||
o
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Transition
Report on Form 11-K
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|||||
o
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Transition
Report on Form 10-Q
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|||||
o
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Transition
Report on Form N-SAR
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|||||
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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PART
II -- RULES 12b-25(b) AND (c)
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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|
o
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(b)
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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
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if
applicable.
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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.
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NexCen
Brands, Inc. (the “Company”) will not file its Quarterly Report on Form
10-Q for the period ended March 31, 2009 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, the Company is in the process of amending its Annual
Report on Form 10-K for the year ended December 31, 2007 (the “2007
10-K”), which will include a restatement of its 2007 financial
results. Although the Company has finalized the review of its
2007 financial statements, the Company believes that in order to ensure
proper consideration of all events since the end of the 2007 fiscal year,
it must complete the audit of its annual financial statements for 2008
prior to finalizing the amendment of the 2007 10-K. The process
of completing the preparation and audit of the 2008 financial statements
is taking longer than originally anticipated.
After
filing the amendment to the 2007 10-K, the Company expects to promptly
file its Quarterly Reports on Form 10-Q for the first, second and third
quarters of 2008, its Annual Report on Form 10-K for the year ended
December 31, 2008, and its Quarterly Report on Form 10-Q for the first
quarter of 2009. The Company is working expeditiously to
complete the restatement process and file these reports as soon as
possible.
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PART
IV-- OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
|
|||||
Kenneth
J. Hall
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(212)
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277-1100
|
||||
(Name)
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(Area
Code)
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(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).
|
o
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YES
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x
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NO
|
The
Company has not filed its Quarterly Reports on Form 10-Q for the periods
ended March 31, 2008, June 30, 2008 and September 30, 2008 or its Annual
Report on Form 10-K for the year ended December 31, 2008.
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|||||
(3)
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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
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YES
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o
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NO
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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.
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|||||
The
Company did not initiate its brand management and franchising business
until the second half of 2006. From the second half of 2006
until the end of 2008, the Company consummated nine significant
acquisitions and two significant dispositions. The nine
significant acquisitions include The Athlete’s Foot (November 2006), Bill
Blass (February 2007), Maggie Moo’s (February 2007), Marble Slab (February
2007), Waverly (May 2007), Pretzel Time and Pretzelmaker (August 2007),
and Shoebox New York and Great American Cookies (January
2008). The Company sold Waverly in October 2008 and Bill Blass
in December 2008. Additionally, the Company completed a
comprehensive restructuring of its credit facility in August 2008 (with
additional subsequent amendments in December 2008 and January
2009). As a result, the Company’s revenues, expenses, assets
and liabilities for the period ended March 31, 2009 differ substantially
from the period ended March 31,
2008.
|
Date:
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May
14, 2009
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By:
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/s/ Kenneth J. Hall | ||
Kenneth J. Hall, Chief Executive Officer |
ATTENTION
|
||
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C.
1001).
|