333-53841
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                                                          Commission File Number


                                  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, 2001
                                    --------------------------

                  [ ] 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:     N/A
                                                   -----------

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                  Nothing in this form shall be construed to imply that the
Commission 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:

                           N/A
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Part I-Registrant Information

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         Full Name of Registrant:
                           WAM!NET Inc.

         Former Name if Applicable:
                           N/A

         Address of Principal Executive Office (Street and Number):
                           655 Lone Oak Road


                  City, State and Zip Code
                           Eagan, Minnesota 55121


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Part II-Rules 12b-25 (b) and (c)
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         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25, 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 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.

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Part III-Narrative
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State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.

         The registrant has been in active discussions with a number of
financing sources regarding potential financing transactions. These discussions
have required a substantial time commitment from the employees of the
registrant. Due to the time spent by such employees working on these
transactions, the registrants' Form 10-Q for the quarterly period ended March
31, 2001, could not be filed within the prescribed time period without
unreasonable effort or expense.


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Part IV-Other Information
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         (1) Name and telephone number of person to contact in regard to this
notification

Terri F. Zimmerman                    (651)               256-5700
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(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 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.


                                  WAM!NET INC.
                  --------------------------------------------
                  (Name of Registrant as specified in charter)

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

Date: May 16, 2001                            By: /s/ Terri F. Zimmerman
     ----------------------                       ------------------------------
                                                  Name: Terri F. Zimmerman
                                                  Title: Chief Financial Officer


Instruction: The form may be signed by an executive officer 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.

                                    ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)