U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


[X] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K [_] Form 10-Q and
Form 10-QSB [_] Form N-SAR

For Period Ended:  December 31, 2004

      [_] 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:  Not Applicable

      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: Not Applicable


Part I - Registrant Information

Full Name of Registrant:  eB2B COMMERCE, INC.

Former Name if Applicable:

Address of Principal Executive Office: 153 East 53rd Street, 48th Floor, New
York, NY 10022


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 OR 10-KSB, 20-F, 11-K or Form N-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;

[_] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.




Part III - Narrative

      We were not able to complete the required financial statements for the
fiscal year ended December 31, 2004 on a timely basis.

Part IV - Other Information

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

  Jay Wolf                              (212)                 521-5179
  Chief Financial Officer
- --------------------------------------------------------------------------------
     (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 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

      eB2B Commerce, Inc. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.

      Dated this 30th day of March, 2005


                                            EB2B COMMERCE, INC.


                                            By:  /s/ Jay Wolf
                                                 ------------
                                                 Jay Wolf
                                                 Chief Financial Officer