SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                     Commission File No. 0-27190

(Check One): [x]  Form 10-K    [ ]  Form 20-F    [ ]  Form 11-K   [ ]  Form 10-Q
             [ ]  Form N-SAR

For the period ended: December 31, 2001
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     [ ] Transition Report on Form 10-K      [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form 20-F      [ ] Transition Report on Form N-SAR
     [ ] 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.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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                         PART I. REGISTRANT INFORMATION

Full name of registrant: 5B TECHNOLOGIES CORPORATION
                         -------------------------------------------------------

Former name if applicable:
                           -----------------------------------------------------

Address of Principal Executive Office (STREET AND NUMBER): 100 Sunnyside
                                                           Boulevard
                                                           ---------------------

City, State and Zip Code: Woodbury, New York 11797
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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.)

[ ]      (a) The reasons described in 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 of
         Forms 10-K, 10-KSB, 20-F, 11 -K or Form N-SAR, or portion 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 1O-K, 20-F, 11-K, 10-Q,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.


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         The Company was delayed in the preparation of its annual report on Form
         10-K for the period ended December 31, 2001 due to staff limitations in
         the Registrant's finance department as well as management's focus and
         diversion of resources in connection with the acquisitions in the 3rd
         quarter of last year.

                           PART IV. OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
         notification.

           Robert Newman              (212)                   471-8500
              (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?

                                                                [x] Yes   [ ] No

         If the answer is no, identify report(s)

         (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

         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.

                           5B TECHNOLOGIES CORPORATION
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: APRIL 1, 2002                               By: /s/ GLENN NORTMAN
     ----------------------                           --------------------------
                                                  Name: Glenn Nortman
                                                  Title: Chief Executive Officer


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