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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 33-13789LA
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] 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:
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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
You Bet International, Incorporated
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Full Name of Registrant
Continental Embassy Acquisitions, Inc.
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Former Name if Applicable
1950 Sawtelle Blvd., Suite 180
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Address of Principal Executive Office (Street and Number)
Los Angeles, CA 90025
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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 Rules 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, Form
20-F, 11-K, 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 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.
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PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
Barry Peters 310 444-3300
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(Name) (Area Code) (Telephone Number)
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(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 answer is no,
identify report(s).
[X] Yes [ ] No
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(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 of 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.
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You Bet International, Incorporated
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 28, 1997 By David Marshall
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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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(Attach Extra Sheets If Needed)
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You Bet International Incorporated
1950 Sawtelle Blvd., Suite 180
Los Angeles, CA 90025
Commission File Number 33-13789LA
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Additional Notes to Form 12b25
Part III -- Narrative
The Company's auditors, Deloitte & Touche, were late in starting the
financial statement audit for the year ended December 3, 1996, due to late
payment from You Bet. The expected completion date of the audit is April 10,
1997.
Part IV -- Other Information -- Item 3
The Company was formed on December 6, 1995. At that time the Company
was engaged in a Private Placement and had cash on hand of $3.3 million. The
development of the product line had begun in June 1995.
In 1996, the Company continued the development of its principal product
line, the You Bet Racing Network, and the expansion of the organization. The
service expected to go through beta testing during the second quarter of 1997.
As a result of the development of the product line and expansion of the
Company's organization, the Company used the funds that were on hand from
12/3/95. As of December 31, 1996 the Company had $87,000 in cash and cash
equivalents on hand. As of March 28, 1997, the Company had $83,000 in cash and
cash equivalents on hand.
In December 1996, The Company established a $1.5 million bridge loan
facility, in units of $50,000. The unit consists of a bridge note with a 15%
stated interest rate, 20,000 warrants to purchase stock at the exercise price
of $2.50 and the right to convert the note into common stock. As of December
31, 1996 the Company raised $200,000 through this facility. In 1997, the
Company raised $525,000. The Company also has verbal commitments for $300,000
in additional bridge units to be raised within the next two weeks.
The Company has also commenced discussions with a number of investment
banking, venture capital and other financial enterprises regarding obtaining
additional financing. A number of these entities have completed their due
diligence review of the Company's operations and have indicated that they
intend to extend financing proposals of up to $10 million to the Company. No
assurance can be given, however, that the Company will be able to obtain such
financing, or that such financing, if available, will be on terms acceptable to
the Company.
In this regard, it is likely that the Company's financial statements
for the fiscal year ended December 31, 1996 will contain an explanatory
paragraph relating to the Company's ability to operate as a going concern.
