Form 12b-25
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25 Commission File No. 0-14731
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K and 10-KSB [ ]Form 20-F [ ] Form 11-K
[X] Form 10-Q and 10-QSB [ ] 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: N/A
+===============================================================================
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
--------------------------------------------------------------------------------
Full name of Registrant: eMarketplace, Inc.
---------------------------------
Former name if applicable:
---------------------------------
Address of principal executive office 255 WEST JULIAN STREET, SUITE 100
(street and number) ---------------------------------
City, State and Zip Code SAN JOSE, CA 95110
---------------------------------
Page 1 of 4
<PAGE>
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)
[X] | (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 or 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-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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)
The Company has not been able to compile the requisite financial data
necessary to enable it to have sufficient time to complete the Company's
financial statements by November 14, 2000, which is the required filing date for
the Company's quarterly report on Form 10-QSB, without unreasonable effort and
expense.
Page 2 of 4
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Name: Brian P. Burns, Jr.
-----------------------------------------------
Area Code and Telephone number: (408) 295-6500
(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 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. See Exhibit A attached hereto.
EMARKETPLACE, INC. has caused his notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date November 14, 2000 By: /s/ ROBERT M. WALLACE
--------------------------------------------
Name: Robert M. Wallace
Title: Chief Executive Officer and President
ATTENTION
INTENTION 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
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 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.
Page 3 of 4
<PAGE>
EXHIBIT A
EMARKETPLACE, INC.
PART IV(3) NARRATIVE FOR FORM 12B-25
Three Months Ended September 30,
2000 1999
----------- -----------
Revenues $ 7,897,649 $ 2,882,249
Net (Loss) $(2,910,812) $(1,380,099)
(Loss) Per Share $ (.17) $ (.11)
The consolidated financial statements of eMarketplace for the quarter ended
September 30, 2000, include the accounts of eMarketplace, its wholly owned,
direct and indirect, subsidiaries which include E-Taxi, Inc., TechStore, Inc.,
and StarsOnline, Inc. and its majority owned subsidiary OfficeExpress, Inc. In
addition, the Company is consolidating certain financial statements of Full Moon
Interactive, Inc. as a consequence of its operational control over the entity,
notwithstanding the fact that the Company's ownership consists of 45% of the
common stock, exclusive of rights to purchase 5.4 million shares of common stock
at $5.00 per share. The Company will treat its ownership interest in Pat Boone's
Gold Label, Inc., a Delaware corporation ("Gold Label"), as an equity investment
and, as a consequence, the accounts of Gold Label will not be consolidated into
the financial statements of eMarketplace.
On November 23, 1999, the Company and its newly formed subsidiary, TopTeam,
Inc. closed on the acquisition of six Internet consulting companies - Full Moon
Interactive Group, Inc., Orrell Communications, Inc., Devries Data Systems, Inc.
Muccino Design Group, Inc., Image Network, Inc., and OnCourse Network, Inc.
(collectively, the "Interactive Architect Firms"). As a result of the
acquisitions, i) TopTeam owned all of the outstanding capital stock of the
Internet Architect Firms; and ii) eMarketplace owned approximately 44.9% of the
total TopTeam shares outstanding, exclusive of eMarketplace's rights to purchase
5.4 million shares of common stock of TopTeam at $5.00 per share (all references
to shares of common stock of TopTeam give effect to a 3-for-2 stock split),
expiring upon the earlier of December 31, 2000, or the effective date of a
TopTeam registration statement. On February 23, 2000, Top Team changed its name
to Full Moon Interactive, Inc. ("Full Moon"). On December 31, 1999, the Company
issued a $1.5 million line of credit to Full Moon. As consideration for this
line of credit, the Company received 375,000 shares of Full Moon. This
transaction increased eMarketplace's ownership in Full Moon to approximately 47%
of the total number of shares of Full Moon common stock outstanding.
On December 27, 1999, the Company entered into a Stock Purchase and
Contribution Agreement, with Pat Boone's Gold Label, Inc., a Delaware
corporation ("Gold Label"), and all of the shareholders of The Gold Label-Honest
Entertainment, Inc. ("Honest Entertainment"), a Tennessee corporation. Under the
terms of the agreement, i) the Company issued 370,000 shares of common to the
Honest Entertainment shareholders in exchange for 1.3 million shares of common
stock of Honest Entertainment; ii) the Company contributed its newly purchased
shares of Honest Entertainment to Gold Label in exchange for 1.3 million shares
of common stock of Gold Label; and iii) the shareholders of Honest Entertainment
contributed all of the remaining outstanding shares of Honest Entertainment (the
shares not purchased by the Company) to Gold Label for 3.1 shares of common
stock of Gold Label, representing a 29.7% ownership interest. In addition, the
Company received a warrant to purchase 200,000 shares of Gold Label at an
exercise price of $500,000. The transaction closed on April 8, 2000, but for
accounting purposes has been recorded as of January 1, 2000. Gold Label is
engaged in the distribution and sale of music and videos through its
goldlabel.com web site.
In February 2000, the Company capitalized a wholly owned subsidiary,
StarsOnline, Inc., a Delaware corporation ("StarsOnline"), with $250,000 to
develop and launch an Internet based entertainment company.
Page 4 of 4
