<PAGE>
COMMISSION FILE NO. 33-13789LA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-KSB / /Form 20-F / /Form 11-K / /Form 10-Q
/ /Form N-SAR
For Period Ended: DECEMBER 31, 1998
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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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READ INSTRUCTION (ON BACK PAGE) 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.
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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
YOUBET.COM, INC.
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Full Name of Registrant
YOU BET INTERNATIONAL, INC.
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Former Name if Applicable
1950 SAWTELLE BOULEVARD, 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 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;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/ 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.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 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.
Certain documentation needed by the Company's auditors to complete the audit
has not yet been received. It is anticipated such documentation will be
received prior to April 15, 1999.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
PHILLIP HERMANN (310) 444-3300
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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
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 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.
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YOUBET.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
hereunto duly authorized.
Date MARCH 31, 1999 By /s/ PHILLIP HERMANN
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Phillip Hermann
Executive Vice President
Chief Financial 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).
_______________________________________________________________________________
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 be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-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 (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
<PAGE>
COMMISSION FILE NO. 33-13789LA
March 31, 1999
Securities and Exchange Commission
Washington, D.C. 20549
We confirm the representations made by Youbet.com, Inc. in Part III of the
accompanying Form 12b-25 for the year ended December 31, 1998, insofar as
they relate to accounting and auditing matters.
BDO Seidman, LLP
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COMMISSION FILE NO. 33-13789LA
Part IV(3) Explanation of anticipated change
The Company anticipates a change in its results of operations from a loss of
$19,400,000 for the year ended December 31, 1997 as compared to an unaudited
loss of $13,900,000 for the year ended December 31, 1998.
The principal causes of the change between the two years are as follows:
Revenues generated by the Company in 1998 were $260,000. Network operations
expenses of the You Bet Network increased by $620,000, sales and marketing
expenses increased by $690,000 and general and administrative expenses
increased by $940,000.
The increase in operating expenses was caused by the development activities
related to the You Bet Network, as well as the related marketing efforts and
additions to the Company's infrastructure to support its anticipated growth.
Furthermore, in 1997, the Company recognized a non-cash charge to operations
of $7,900,000 reflecting the release of forfeiture restrictions on common
stock held by officers/major shareholders.
A summary of the unaudited results of operations for the years ended
December 31, 1997 and 1998 is as follows:
<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
Revenues $ - $264,000
Costs and expenses, other than
non-cash items 4,828,000 7,090,000
Non-cash costs and expenses 14,589,000 7,036,000
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Total costs and expenses 19,417,000 14,126,000
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Net loss $(19,417,000) $(13,862,000)
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Net loss per share - basic and diluted $(3.06) $(1.32)
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</TABLE>
