UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number CUSIP Number
0-23123 154708 10 1
(Check one)
[ ] Form 10-K and Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: March 31, 2000
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For Transition Period Ended:
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READ 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: NetGain Development, Inc.
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Former Name if Applicable: Not Applicable
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Address of Principal Executive Office (STREET AND NUMBER):
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152 West 57th Street, 40th Floor
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City, State and Zip Code: New York, New York 10019
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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;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 10-KSB, 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 date; or the subject quarterly report or
transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountants 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 Form 10-K and 10-KSB,
20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
In the first quarter of the year 2000, the Company made two
acquisitions. As a result, the Company must prepare and file combined financial
statements. Management needs additional time in which to prepare the combined
financial statements.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
ANDREAS TYPALDOS (212) 765-2914
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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 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
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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.
The Company effected a change in control in May 1999. Prior to that
time, the Company was a development company with minimal operating results.
Since May 1999, the Company has incurred operating expenses in connection with
the implementation of its business plan. In addition, during the first quarter
of the year 2000, the Company completed the acquisition of (i) the domain name
www.forsalebyowner.com and related website and technology used in connection
with the operation of the website, and (ii) all of the issued and outstanding
shares of CoolAudio.com, Inc. thereby making CoolAudio.com, Inc. a wholly owned
subsidiary of the Company. As a result of these factors, the results of
operations for this period as compared to the corresponding period of the last
fiscal year will be significantly different. Operating expenses for the three
months ended March 31, 2000 will be approximately $400,000 as compared to $30
for the three months ended March 31, 1999. Net loss for the three months ended
March 31, 2000 will be approximately $400,000 as compared to a net loss of $30
for the three months ended March 31, 1999.
NETGAIN DEVELOPMENT, 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: May 15, 2000 By: /s/ Andreas Typaldos
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Name: Andreas Typaldos
Title: Chief Executive Officer
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
Intentional misstatements or omissions of fact constitute federal
criminal violations (SEE 18 U.S.C. 1001).
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