UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Numbers:000-24005
(Check One):[X]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
[ ]Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1999
[ ] Transition Report on From 10-K
[ ] Transition Report on From 20-F
[ ] Transition Report on From 11-K
[ ] Transition Report on From 10-Q
[ ] Transition Report on From N-SAR
For the Transition Period Ended: ------------------
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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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
UBARTER.COM INC.
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Full Name of Registrant
INTERNATIONAL BARTER CORP.
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Former Name if Applicable
21400 International Blvd., Suite 207
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Address of Principal Executive Office (Street and Number)
Seattle, Washington 98198
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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)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on From 10-K, 20-F, 11-K, or Form N-SAR, 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 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 if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K 20-F, 11-K,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant has been unable to complete the preparation of its annual
financial statements for submission to its independent auditors due to delays in
gathering information, including information from third parties, required to
complete the preparation of the financial statements. Attached to this report is
a letter from the Registrant's independent certified public accountants
describing the reasons such firm has not formed an opinion on the Registrant's
consolidated financial statements as of and for the year ended March 31, 1999.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to this
notification.
Kevin R. Andersen 801 486-0096
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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 and 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 reports been filed? If answer is
no, identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results or 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 separate, state the reasons why a reasonable estimate of
the results cannot be made.
The Registrant expects to record a significant loss from operations in
fiscal 1999 compared with $29,800 of income from operations in fiscal 1998. The
loss results primarily from significant increases in product development
expense, general and administrative expenses and compensation expense related to
options issued in fiscal 1999 compared with fiscal 1998. Product development
expenses increased primarily as a result of increased compensation for product
development staff and payments to outside contractors in connection with the
development of Registrant's website. General and administrative expenses
increased as a result of the addition of several key personnel in fiscal 1999.
The amount of the compensation expense related to the options are currently
being reviewed by the Registrant.
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UBARTER.COM 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
thereunto duly authorized.
Date: June 29, 1999 By: /s/ Kevin R. Andersen
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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 typed 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
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240/12b-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 have been 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.
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MOSS ADAMS LLP
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CERTIFIED PUBLIC ACCOUNTANTS
Securities and Exchange Commission
Washington, D.C. 20549
We were retained by Ubarter.com Inc. as independent certified public accountants
to report on the consolidated financial statements as of and for the year ended
March 31, 1999. We are currently waiting on material information from third
parties and therefore, as of June 29, 1999, the required filing date for the
Registrants Annual Report on Form 10-KSB, have not formed an opinion on the
Company's consolidated financial statements. The information is expected to be
received in time to meet the filing extension deadline provided by Form 12b-25.
/s/ MOSS ADAMS L.L.P.
June 29, 1999
Seattle, Washington
