----------------------------
OMB APPROVAL
----------------------------
OMB Number: 3235-0058
Expires: January 31, 2005
Estimated average burden
hours per response......2.50
----------------------------
SEC FILE NUMBER
000-29927
----------------------------
CUSIP NUMBER
----------------------------
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 [X] Form 10-Q [ ] Form N-SAR
For Period Ended: March 31, 2003
--------------
[ ] 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:
-------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
--------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
ImproveNet, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
8930 E. Raintree Drive, Suite 300
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Scottsdale, Arizona 85260
--------------------------------------------------------------------------------
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 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, Form 20-F, 11-K, Form N-SAR, or portion thereof,
[X] | 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
| (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, 20-F, 11-K, 10-Q, 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 Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2003 (the "Form 10-QSB") by the prescribed filing date of
5:30 p.m. EST on May 15, 2003 without unreasonable effort or expense as a
result of the following:
During the last quarter of its recently completed 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. The
quarter ended March 31, 2003 is the first full quarterly period which
incorporates the financial operations of both the Company and Etech, and
the Company is working to complete those financial statements. Therefore
the Company's independent public accountants, Semple & Cooper LLP, will be
unable to complete the quarterly review with respect to the Company's
financial statements. A statement signed by Semple & Cooper LLP is filed
herewith as Exhibit A. While the Company intends to file its Form 10-QSB on
May 20, 2003, there can be no assurances that such Form 10-QSB 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
-------------------------------------- ------------- ------------------
(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 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.
================================================================================
ImproveNet, 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: May 16, 2003 By: /s/ Kenneth S. Cragun
------------ ------------------------------------
Kenneth S. Cragun,
Chief Financial Officer
ANNEX A
For the reasons stated in Part III to this Form 12b-25, the Company's Form
10-QSB for the quarter ended March 31, 2003 cannot be filed by the prescribed
date of 5:30 p.m. EST on May 15, 2003. The Company's net loss for the year ended
December 31, 2002 was $293,676. The consolidated net loss, before extraordinary
items, for the quarter ended March 31, 2003 has not been determined at this time
because the quarter end financial statements have not been completed but it is
expected to be significantly less than last year's 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.
Therefore, we have been unable to complete our quarterly review of the Company's
financial statements as required by Form 10-QSB.
/s/ Semple & Cooper LLP
Phoenix, Arizona
May 16, 2003