U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


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

For Period Ended:  MARCH 31, 2005

[ ] 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:  MEDIAVEST, INC.

Former Name if Applicable:  EB2B COMMERCE, INC.

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 quarter ended March 31, 2005 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)    521-5181
        CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER, AND SECRETARY
- --------------------------------------------------------------------------------
               (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).

              10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004. [ ] Yes [X] 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

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

         Dated this 16th day of May, 2005

                                                MEDIAVEST, INC.


                                                By: /s/ Jay Wolf
                                                    ----------------------------
                                                    Jay Wolf
                                                    Chief Financial Officer,
                                                    Chief Operating Officer, and
                                                    Secretary