UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25

                                                        SEC FILE NUMBER

                                                        CUSIP NUMBER

                           NOTIFICATION OF LATE FILING

(Check One): x Form 10-K Form 20-F Form 11-K Form 10-Q
Form N-SAR
For Period Ended: December 31, 2002
                   -----------------
[ ] 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 herin.

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
ePHONE Telecom, Inc.
- ----------------------------------
Full Name of Registrant

- -------------------------
Former Name if Applicable
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1145 Herndon Pkwy, Suite 100
- --------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Herndon, VA 20170
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City, State and Zip Code


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)



         (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,  Form 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 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

         The Company is in the process of completing  several  subsequent  event
         transactions  requiring  that  additional  time is needed to verify and
         finalize financial information and financial statements.

PART IV-- OTHER INFORMATION (1) Name and telephone
number of person to contact in regard to this notification

       Charlie Rodriguez          (703)                787-7000
        -----------------         -----                 --------
              (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

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(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

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.

         For full year, anticipate positive profits as opposed to loss for prior
         year.



                              ePHONE Telecom, 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   March 15, 2003                      By/s/ Charlie Rodriguez, CFO
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