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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): April 14, 2004
EB2B COMMERCE, INC.
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(Exact Name of Registrant as Specified in Charter)
NEW JERSEY 0-10039 22-2267658
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
665 BROADWAY, NEW YORK, NEW YORK 10012
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(Address of Registrant's Principal Executive Offices) (Zip Code)
(212) 477-1700
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On April 14, 2004, eB2B Commerce, Inc. (the "Company") received notice
from the law offices of Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.,
representing the Investor Representative and investors controlling 85% of the
Company's January and July 2002 Senior Secured Convertible Notes, that it is in
default on interest payments and that as a result, the Noteholders opt to
accelerate their repayment in the aggregate amount of $3,200,000 plus accrued
interest.
If the Company cannot repay the Notes plus accrued interest immediately, the
Noteholders are prepared to take possession of the Company's assets, according
to the General Security Agreements associated with the Notes, in full
satisfaction of the debt.
The Company is considering its course of action. As a result of this
notification, the Company will be unable to file its Form 10-KSB as scheduled,
today, April 14, 2004 pending review by its counsel and auditors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Letter from Ellis, Funk, Goldberg, Labovitz & Dokson, P.C.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 14, 2004
eB2B Commerce, Inc.
By: /s/ RICHARD S. COHAN
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Name: Richard S. Cohan
Title: Chairman and Chief Executive
Officer