U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

[ ] Form 10-KSB   [ ] Form 20F   [ ] Form 11-K   [x] Form 10-QSB
[ ] Form N-SAR

For the Period Ended December 31, 2001

CUSIP NUMBER:              15101T-10-2
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COMMISSION FILE NUMBER     000-30468
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     [ ] Transition Report on Form 10-KSB
     [ ] 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

          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: CELEXX CORPORATION

Address of Principal          10100 West Sample Road, Suite 311
Executive Office:             Coral Springs, Florida  33065


                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) [Section 23,047], 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 reasonable effort or expense;

     [ ] (b)  (i) The subject annual report, semi-annual report, transition
report on Form 10-KSB, Form 20F, 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

     [x] (ii) The subject quarterly report or transition report on Form
10-QSB, 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


     The  registrant  cannot file its December  31, 2001 Form 10-QSB  within the
prescribed  time period because the registrant is pending  additional  financial
information  necessary  for  finalizing  its financial  statements  that will be
included in the registrant's Form 10-QSB.

                   PART IV - OTHER INFORMATION

          (1)  Name and address of person to contact in regard to
this notification:

               David C. Langle, Vice president - Finance
               CELEXX CORPORATION
               10100 West Sample Road, Suite 311,
                     Coral Springs, Florida  33065
               Telephone:  (954)796-7322

     (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).
                                 [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.

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

Date: 2/14/2002                     By:/s/David C. Langle
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                                       David C. Langle, Vice President - Finance