UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING
                                                     Commission File No. 0-10039

     (X ) Form 10-KSB ( ) Form 20-F ( ) Form 11-K () Form 10-QSB ( ) Form N-SAR
                       For Period Ended: December 31, 2002

(  ) 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:

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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Items to which the notification relates:

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PART I -REGISTRANT INFORMATION
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Full Name of Registrant:                    eB2B Commerce, Inc.
Former Name if Applicable:
Address of Principal Executive Office:      665  Broadway
                                            New York, New York 11003
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PART II - RULES 12B-25(B) AND (C)
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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;

          (b) The subject annual report, semi-annual report, transition report
on Form 10-KSB, Form 20-F, 11-K, Form N-SAR or Form N-CSR, 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-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.

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PART III - NARRATIVE








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State below in reasonable detail the reasons why the Form 10-KSB, 20-F, 11-K,
10-QSB, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

Additional time is needed to file the Form 10-KSB due to the recent departure of
the controller of the Company, which person had the primary responsibility for
filing of the Form 10-KSB.
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PART IV. - OTHER INFORMATION
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         (1) Name and telephone number of person to contact in regard to this
notification

                                Richard S. Cohan
                                 (212) 477-1700

         (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?

                                  (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.

         The Company's operating results for 2002 are in the process of being
finalized. Preliminary calculations indicate that revenues, net of discontinued
operations, in 2002 were less than in 2001. Net loss in 2002 was
also significantly less than in 2001.
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                               eB2B COMMERCE, INC.
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                  (Name of Registrant as Specified in Charter)


     has caused this  notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:    April 1, 2003                 By: /s/ Richard S. Cohan
                                          ---------------------------
                                          Richard S. Cohan,
                                          Chief Executive Officer and President


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
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     Intentional misstatements or omissions of fact constitute Federal criminal
                         violations (see 18 U.S.C.1001)
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