===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                     --------------------------------------

Date of Report (Date of Earliest Event Reported): January 11, 2001


                               EB2B COMMERCE, INC.
               (Exact Name of Registrant as Specified in Charter)


New Jersey                           0-10039                22-2267658
(State or Other Jurisdiction of    (Commission   (I.R.S. Employer Identification
Incorporation)                     File Number)               Number)



        757 Third Avenue, New York, New York                          10017
(Address of Registrant's Principal Executive Offices)              (Zip Code)

                                 (212) 703-2000
              (Registrant's telephone number, including area code)

                                 Not applicable
          (Former name or former address, if changed since last report)

                     --------------------------------------




Item 5.   Other Events

     eB2B Commerce, Inc. (the "Company") has been informed by the Securities and
Exchange  Commission (the "SEC") that the Registration  Statement on Form S-4 of
the Company, which became effective on March 22, 2000, does not cover either the
issuance or resale of the shares of common  stock  underlying  the  Warrants and
convertible  Series  B  Preferred  Stock  issued  by the  Company  in a  private
placement completed in December 1999. As a result of the private placement,  the
Company received gross proceeds of  approximately  $33 million from the issuance
of   approximately   3.3  million  shares  of  Series  B  Preferred   Stock  and
approximately 1.5 million Warrants to purchase common stock of the Company.

     In view of the advice of the SEC, the Company has  notified  holders of the
Preferred  Stock and  Warrants  described  above that they are  prohibited  from
selling in the public market the  underlying  shares of common stock,  effective
January 11, 2001. The Company is currently preparing a Registration Statement to
register the resale of such common stock.



                                      -2-


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated: January 12, 2001

                                   eB2B Commerce, Inc.


                                   By:    /s/ John J. Hughes, Jr.
                                   Name:  John J. Hughes, Jr.
                                   Title: Executive Vice President and
                                          General Counsel





                                      -3-