SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-28690
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NOTIFICATION OF LATE FILING
(Check One): |X|Form 10-KSB |_|Form 11-K |_|Form 20-F |_| Form 10-QSB
|_|Form N-SAR
For Period Ending: December 31, 1999
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|_| Transition Report on Form 10-K |_|Transition Report on Form 10-Q
|_|Transition Report on Form 20-F |_|Transition Report on Form N-SAR
|_|Transition Report on Form 11-K
For the Transition Period Ended:
Read the attached instruction sheet 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. 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
Full name of registrant Shopnet.com, Inc.
Former name if applicable N/A
Address of principal executive office
(Street and number) 14 East 60th Street, Room 402
City, State and Zip Code New York, New York 10022
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.)
|X| (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, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the prescribed due
|X| date; or the subject quarterly report on 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
|X| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached as applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attached extra sheets if needed.)
The Form 10-KSB could not be filed within the prescribed time period
due to unforeseen difficulties arising in connection with its preparation
stemming from an inability to obtain complete audited financial statements in
due time. The Company could not, without unreasonable effort or expense, remedy
the above. Accordingly, the Company requires an extension of time in which to
complete its 10-KSB.
<PAGE>
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Millennium Ventures Law Group , General Counsel (925) 934-9531
(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 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
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.
Shopnet.com, Inc.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 03/31/00 By /s/ Harold Rashbaum
Harold Rashbaum, President
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 type 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
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
<PAGE>
Part IV (3) Explanation
In response to Part IV(3), the registrant wishes to advise that the
Company expects to post a net loss for the year ended December 31, 1999 of
approximately $1,990,000 whereas for the year ended December 31, 1998, the
Company posted net income of approximately $31,000. The current loss can be
attributed directly to the following: (i) the Company's proportionate equity
loss in affiliate, in the approximate amount of $994,000, sustained by Play Co.
Toys & Entertainment Corp., a public company in which the Company owned an
approximate 23% interest at fiscal year end as compared to a $473,000 equity in
earnings for the year ended December 31, 1998; (ii) the Company's having written
down a portion of its capitalized film costs by approximately $261,000; and
(iii) and a loss from operations of $677,000 for the year ended December 31,
1999 as compared to a loss of $487,000 for the year ended December 31, 1998.
MASSELLA, TOMARO & CO. LLP
375 NORTH BROADWAY, SUITE 103
JERICHO, NY 11753
(516) 937-7800
Fax (516) 937-7803
March 31, 2000
Securities and Exchange Commission
Washington, DC 20549
Re: Shopnet.com, Inc.
Form 12b-25
For year ended, December 31, 1999
To Whom It May Concern:
Please be advised that my firm is still in the process of analyzing a potential
capital transaction for which the registrant has entered into prior to year end
and therefore we are unable to issue our audit opinion at this time. We expect
to finalize our audit procedures related to this transaction within the next
five business days.
Very truly yours,
Anthony Tomaro, CPA
Partner
AT/rm
