NT 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                         Commission File Number: 0-28720

                           NOTIFICATION OF LATE FILING


(Check One)   [X] Form 10-K     [ ] Form 11-K    [ ] Form 20-F   [ ] Form 10-Q
            [ ] Form N-SAR
         For Period Ended:   December 31, 2000

 [ ]  Transition Report on Form 10-K       [ ]  Transition Report on Form 10-Q
 [ ]  Transition Report on Form 20-F       [ ]  Transition Report on Form N-SAR
 [ ]  Transition Report on Form 11-K

         For the Transition Period Ended:__________________________

Read attached instruction sheet 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.

         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A



                                     Part I.
                             REGISTRANT INFORMATION

Full name of registrant: Sales Online Direct, Inc.

Former name if applicable N/A

4 Brussels Street
Address of principal executive office (Street and number)

Worcester, Massachusetts  01610
City, State and Zip Code







                        Part II. RULE 12b-25 (b) and (c)

         If the subject report could not be filed without unreasonable effort or
expenses and the registrant seeks relief pursuant to Rule 12b-25,  the following
should be completed. (Check appropriate box).

[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,  20- F, 11-K or Form -SAR, or portion  thereof will be filed
         on or before the 15th 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

[X]  (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,  11-K,  20-F, 10-Q,
N-SAR or the transition  report portion could not be filed within the prescribed
time period. (Attached extra sheets if needed.)

         Sales Online Direct,  Inc. (the "Company") is unable to meet its filing
requirement  Form  10-KSB  for  the  year  ended  December  31,  2000,   without
unreasonable effort or expense. The Company has been informed by its independent
auditors that additional time is necessary to complete the audit, the results of
which  will form the basis  for the  Company's  Form  10-KSB  and the  financial
disclosures  contained  therein.  Additional time is required for the auditor to
obtain from the Company and analyze  additional  information  and financial data
that are necessary to confirm and support the Company's financial statements and
related financial disclosures as of and for the year ended December 31, 2000 and
to review management's business plans for the year 2001. The additional data and
information  relate  principally to obtaining the valuation of restricted common
stock issued in connection  with the  acquisition  of certain  assets during the
year ended  December 31, 2000 and the allocation of such value to the individual
assets acquired.


                           Part IV. OTHER INFORMATION

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

         Gregory Rotman        508              791-6710
         (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 the answer is no,
identify report(s). [X] Yes [ ] No




         (3) Is it  anticipated  that  any  significant  change  in  results  of
operation from the  corresponding  period for the last 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 applicable,  state the reason why a reasonable estimate
of the results cannot be made. (See attached explanation).

SALES  ONLINE  DIRECT,  INC.  has caused this  notification  to be signed on its
behalf by the undersigned thereunto duly authorized.

Date:  April 2, 2001           By: /s/Gregory Rotman
                                   ---------------------------------------------
                                      Gregory Rotman
                                      President





Sales Online Direct, Inc.
Commission File Number: 0-28720
Form  12b-25  (Notification  of Late  Filing)  Form  10-KSB  for the year  ended
December 31, 2000.

Explanation to Part IV, Item 3

         In the year ended December 31, 1999, the Company reported a net loss of
$ 2,183,040.  In the fiscal year ended December 31, 2000, the Company expects to
report a net loss of approximately, $5,000,000 or ($0.10) cents per share.

EX-99.1

Exhibit 99.1  AUDITOR'S LETTER

Wolf & Company, P.C.
One International Place
Boston, MA 02110

                                 April 2, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

The letter is written in response to the requirement of Rule 12b-25(c) under the
Securities and Exchange Act of 1934 and in  satisfaction  of item (c) of Part II
of Form 12b-25.

We are the independent  auditor of Sales OnLine Direct, Inc. (the "Registrant").
The  Registrant  has stated in Part III of its filing on Form  12b-25 that it is
unable to timely file, without unreasonable effort or expense, its Annual Report
Form 10-KSB for the year ended  December  31, 2000  because our Firm has not yet
completed our audit of the financial  statements of the  Registrant for the year
ended December 31, 2000 and is therefore  unable to furnish the required opinion
of such financial statements.

We hereby advise you that we have read the statements  made by the Registrant in
Part III of its  filing  on Form  12b-25  and  agree  with the  statements  made
therein.  We are  unable to  complete  our audit of the  Registrant's  financial
statements and furnish the required  opinion for a timely filing as we are still
in the process of obtaining and analyzing  evidential  matter  pertaining to the
Registrant's asset acquisitions during the fiscal year ending December 31, 2000.
Therefore,  we have  not yet  had  sufficient  time  to  complete  the  auditing
procedures which we consider necessary in these circumstances.

Very Truly yours,


/s/ Wolf & Company, P.C.