UMEMBER COM INC /CO/
NT 10-Q, 2000-11-15
GREETING CARDS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                        COMMISSION FILE NUMBER 33-17229-D


     [ ] FORM 10-K [ ] FORM 20-F [ ] FORM 11-K [X] FORM 10-Q [ ] FORM N-SAR


                      FOR PERIOD ENDED: SEPTEMBER 30, 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:


              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

                                UMEMBER.COM, INC.

                             FULL NAME OF REGISTRANT


                                      N/A
                            FORMER NAME IF APPLICABLE


                     10350 SANTA MONICA BOULEVARD, SUITE 130

            ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)

                              LOS ANGELES, CA 90025

                            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)

  [ ]     (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.

                               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)

The Company has not finalized its financial statements because of the
acquisition of Continental Computer Exchange, Inc. and related reorganization
and staffing changes related same. The Form 10-QSB will be filed by November 20,
2000.

                           PART IV--OTHER INFORMATION

(1)       Name and telephone number of person to contact in regard to this
          notification

            Sharon Vanzant             310                      552-3444
            --------------             ---                      --------
              (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

(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


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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.


                                uMember.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:  November 14, 2000             By: /s/ Sharon Vanzant
                                         ---------------------------------------
                                         Sharon Vanzant, 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. 10001)





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