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 PAGE 1 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. 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).