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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-29927
(Check One): [X] Form 10-K and Form 10-KSB [ ] Form 10-Q and Form 10-QSB
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: December 31, 2003
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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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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
ImproveNet, Inc.
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Full Name of Registrant
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Former Name if Applicable
10799 N. 90th Street, Suite 200
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Address of Principal Executive Office (Street and Number)
Scottsdale, Arizona 85260
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City, State and Zip Code
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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 and Form 10-KSB, Form 20-F, 11-K, Form N-SAR, or
[X] | 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 and
| Form 10-QSB, 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 why the forms 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.
ImproveNet, Inc. (the "Company") will not be able to complete the electronic
filing of its Annual Report on Form 10-KSB for the year ended December 31, 2003
(the "Form 10-KSB") by the prescribed filing date of 5:30 p.m. EST on March 30,
2004 without unreasonable effort or expense as a result of the following:
During the last quarter of the 2002 fiscal year, the Company completed the
acquisition of eTechLogix, Inc. ("Etech") by way of a merger of a newly created
and wholly-owned subsidiary with and into Etech. As a result, the Company is
required to implement purchase accounting in the preparation of its consolidated
financial statements and is working to complete those financial statements.
Fiscal year 2003 was the first year in which the Company was required to
consolidate its operations with Etech. The Company's independent public
accountants, Semple & Cooper LLP, have been required to audit both the Company
and Etech for year 2003 and will be unable to complete the year-end audit with
respect to the Company's financial statements prior to the deadline. A statement
signed by Semple & Cooper LLP is filed herewith as Exhibit A. While the Company
intends to file its Form 10-KSB on April 14, 2004, there can be no assurances
that such Form 10-KSB will be filed by such date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jeffrey Perry, Esq. (480) 346-2014
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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
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(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 statement 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.
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ImproveNet, 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: March 31, 2004 By: /s/ Jeffrey I. Rassas
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Jeffrey I. Rassas
Chief Executive Officer
ANNEX A
For the reasons stated in Part III to this Form 12b-25, the Company's Form
10-KSB for the year ended December 31, 2003 cannot be filed by the prescribed
date of 5:30 p.m. EST on March 30, 2004. The Company's net loss for the year
ended December 31, 2002 was $293,676 including extraordinary items. The
consolidated net loss, before extraordinary items, for the year ended December
31, 2003 has not been determined at this time because the year-end financial
statements have not been completed but it is expected to exceed the year 2002
loss.
EXHIBIT A [SEMPLE & COOPER LLP LETTERHEAD]
We are the independent public accountants for ImproveNet, Inc., a Delaware
corporation (the "Company"). In light of the requirement for the Company to
implement purchase accounting for preparation of its consolidated financial
statements following the acquisition of eTechLogix, Inc., the Company's
management has been unable to complete its internal financial statements. Fiscal
year 2003 was the first year in which the Company was required to consolidate
its operations with eTechLogix, Inc. Therefore, we have been unable to complete
our year-end audit of the Company's financial statements and furnish an opinion
to the Company as required by Form 10-KSB.
/s/ Semple & Cooper LLP
Phoenix, Arizona
March 30, 2004