UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SCHEDULE 14C INFORMATION
(Check One):[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K[X] Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 2000
[ ] 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)
2TheMart.com, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
18301 Von Karman Avenue, 7th Floor
Address of Principal Executive Officer (Street and Number)
Irvine, California 92612
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 II
| 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, will be filed on or before
[ X ] | the fifteenth calendar day following the prescribed due
| date; or the subject quarterly report of 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 the reasons why the Form 10-K,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Data and other information regarding certain material operations of
the Company as well as its financial statements required for the
filing are not currently available and could not be made available
without unreasonable effort and expense.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Steven W. Rebeil (949) 477-1200
---------------- ---------- -----------------
(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
reports) been filed? If answer is no, identify reports).
[ ] Yes [ X ] No
Form 10-K for Year ended December 31, 1999.
(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?
[ ] Yes [ X ] No
2TheMart.com, 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 15, 2000 By: /s/ Steven W. Rebeil
________________________
Steven W. Rebeil, Chairman
