UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 12b-25
NOTIFICATION OF LATE FILING
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Commission File Number 0-27617
(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: September 30, 2006
[ ] 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:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
PART I
REGISTRANT INFORMATION
THE MANAGEMENT NETWORK GROUP, INC.
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Full Name of Registrant
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Former Name if Applicable
7300 College Boulevard, Suite 302
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Address of Principal Executive Office (Street and Number)
Overland Park, Kansas 66210
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Address of Principal Executive Office (City, State and Zip Code)
PART II
RULE 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 quarterly report on Form 10-Q 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
The Board of Directors of The Management Network Group, Inc. (the
"Company") has appointed a Special Committee to conduct a review of the
Company's historical practices
regarding its stock option programs and related accounting for the period from
1999 through 2005. Following the Special Committee's review, the Company may
need to correct its historical determinations of non-cash stock-based
compensation expense. If these corrections are material, the Company would be
required to restate its financial statements. Although the impact on the
Company's historical financial statements is not yet known, the Company does not
expect the review to result in changes to its historical revenues or non-option
related operating expenses. In light of the Special Committee review, the
Company will not be in a position to file its quarterly report on Form 10-Q for
the thirteen week period ended September 30, 2006 by the November 14, 2006 due
date and does not anticipate it will be in a position to file the Form 10-Q
within the five day extension period under Rule 12b-25.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Hunter Wiggins 312 876-8992
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(2) Have all other periodic reports required under Section 13 or 15(d) or
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 the 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
The review of our stock option programs and related accounting described
under Part III above has not been completed. Therefore, the Company is not
able to provide full financial results for the thirteen weeks and
thirty-nine weeks ended September 30, 2006. On November 13, 2006, the
Company issued a news release announcing revenues for the third quarter
ended September 30, 2006. In that release, the Company noted that revenues
increased 7.9% to $8.7 million for the thirteen weeks ended September 30,
2006 and increased 5.2% to $25.4 million for the thirty-nine weeks ended
September 30, 2006 compared to the corresponding periods in 2005. These
increases in revenue were primarily attributable to a significant increase
in the Company's strategy consulting practice, which includes revenue
generated by the operations of Adventis which was acquired in April 2006,
largely offset by a decrease in management consulting revenue primarily due
to the cancellation of a long-running major client project in the first
quarter of 2006.
THE MANAGEMENT NETWORK GROUP, INC. has caused this notification to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: November 15, 2006 By: /s/ Donald E. Klumb
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Vice President, Chief Financial Officer
and Treasurer