U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
FORM 12b-25
SEC File Number 0-22014 Cusip Number 290783
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[Check One]
|X| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-QSB|_| Form N-SAR
For the Period Ended: June 30, 1999
[ ] 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
Read Instructions [on back page] Before Preparing Form.
Please Print or Type
Nothing in this form shall be constructed 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: eMarketplace, Inc.
Former Name if Applicable: Computer Marketplace(R), Inc.
Address of Principal Executive Office [Street and Number]:255 West Julian Street
City, State and Zip Code: San Jose, California 95110
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 expenses;
[X] [b] The subject annual report, semi-annual report, transition report
on Form 10-KSB, Form 2-F, Form 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 or transition
report on Form 10-QSB 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.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-KSB, 20-F, 11-K,
10-Q or N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Company has not been able to compile the requisite financial data necessary
to enable it to have to have sufficient time to complete the Company's financial
statements by September 28, 1999, which is the required filing date for the
Company's quarterly report on Form 10-K, without unreasonable effort and
expense.
PART IV - OTHER INFORMATION
[1] Name and telephone number of person to contact in regard to this
notification
L. Wayne Kiley 909 735-2102
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[Name] [Area Code] [Telephone No.]
[2] Have all other periodic reports required under Section 13 or 15[d] of
the Securities and 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 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
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.
eMarketplace, Inc.
[Name of Registrant as Specified in Charter]
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 28, 1999 By: /s/ L. Wayne Kiley
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L. Wayne Kiley, President, Chief
Executive Officer, Chief Accounting
Officer and Director
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 Violation [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 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of the 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 amendment 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 or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.
<PAGE>
EMARKETPLACE, INC.
PART IV[3] - NARRATIVE FOR FORM 12B-25
Year Ended
June 30,
1 9 9 9 1 9 9 8
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Revenues $2,208,000 $ --
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Net [Loss] $(728,000) $ (7,131)
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[Loss] Per Share $ (.06) $ --
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In April 1999, eMarketplace, Inc. (formerly Computer Marketplace, Inc.) (the
"Company") acquired E-Taxi, Inc. ("E-Taxi") in a business combination accounted
for as a "reverse acquisition." For accounting purposes, E-Taxi is deemed to be
the acquirer, and the Company is deemed to be acquired, under the purchase
method of accounting. Therefore, the financial information to be contained in
the Company's Annual Report on Form 10KSB will represent the historical results
of E-Taxi and the results of the Company from the date of acquisition only.
E-Taxi was incorporated in the State of Delaware on April 14, 1998 to develop a
vertical Internet portal for the small office, home office ("SOHO") market.
The acquisition of E-Taxi by the Company signified the adoption by the Company
of a new corporate strategy to develop, operate and acquire Internet businesses
that provide content, commerce and online services to demographically-targeted
audiences.
In April 1999, immediately prior to the Company's acquisition of E-Taxi, E-Taxi
acquired TechStore, L.L.C. ("TechStore"), an online retailer of computer
hardware and software, in a business combination accounted for as a purchase.
The results of operations include the results of TechStore from the date of
acquisition.
