UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER
NOTIFICATION OF LATE FILING
(Check One): X Form 10-KSB ___Form 20-F ___Form 11-K
___Form 10-QSB ___Form N-SAR
For Period Ended: September 30, 1998
___ 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 Instruction (on back page) 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: _____________________
PART I
REGISTRANT INFORMATION
Full Name of Registrant: DynamicWeb Enterprises, Inc.
Former Name if Applicable: _______________________________
Address of Principal Executive Office (Street and Number):
271 Route 46 West
Building F, Suite 209
City, State and Zip Code: Fairfield, New Jersey 07004
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PART II
RULE 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-KSB, Form 20-F, 11-K or
Form N-SAR, or portions 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 Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant prepared and filed on November 16, 1998 an S-
2 Registration Statement in accordance with a registration
rights agreement related to a private placement transaction.
During that process, the Registrant's auditors notified the
Registrant that the pooling of interest method of accounting
used in a prior acquisition transaction was being reviewed.
After further review by the auditors and the SEC, it was
determined that the acquisition would have to be accounted
for as a purchase acquisition. This determination required
the restatement of past financial statements. The
Registrant placed a priority on completing the amendments to
their past filings and completion of the S-2 because the
Registrant was subject to substantial monetary penalties for
failing to file the S-2 within a predetermined time period
as required by the registration rights agreement. Therefore,
the Registrant was unable to devote the resources necessary
to also complete its audited financial statements by the
required filing date.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Stephen F. Ritner, Esq. 610 964-1480
(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 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?
Yes X No
DynamicWeb Enterprises, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 29, 1998 By\s\Steven L. Vanechanos, Jr.
Steven L. Vanechanos, Jr.
Chief Executive Officer
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 Violations (See 18 U.S.C. 1001).
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