UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25
                           Notification of Late Filing


(Check One):  |_|Form 10-K |_|Form 20-F |_|Form 11-K |X| Form 10-Q |_|Form N-SAR

For Period Ended: March 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:   ____________________


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 Read Instruction (on back page) Before Preparing Form. Please Print or Type.
   Nothing in this form shall be construed to imply that the Commissions has
                  verified any information contained herein.

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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:
UNIVERSE2U INC.

Former Name if Applicable:
PAXTON MINING CORP.

Address of Principal Executive Office (Street and Number):
30 West Beaver Creek Rd. - Suite 109

City, State and  Zip Code:
Richmond Hill, Ontario, L4B 3K1 Canada

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, Form 20-F,  11-K,  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 of
               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 the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).

The Form 10-QSB could not be filed within the prescribed time because of
additional time required by Registrant's management to obtain certain
information to be included in such Form 10-QSB.  As a result of the foregoing
situation, the Registrant could not file its Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2002 on the filing due date without
unreasonable effort or incurring unreasonable expense.


PART IV - OTHER INFORMATION

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

      Kim Allen, CEO
     (Name and Title)

     (905)              881-3284
     (Area Code)     (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities and 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).

     |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

     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.

Universe2U Inc.,  a  Nevada corporation,  has  caused  this notification  to be
signed  on its  behalf by the  undersigned,  thereunto  duly authorized,  in the
City of Richmond Hill, Ontario, Canada, on May 15, 2002.

                                          Universe2U Inc.,

                                          By:   /s/ Kim Allen
                                                --------------------------------
                                                Kim Allen, CEO


INSTRUCTION:  The form may be signed by an executive office 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.

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                                   ATTENTION:
   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).
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