SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                         COMMISSION FILE NUMBER 0-28690

                           NOTIFICATION OF LATE FILING

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

                  FOR PERIOD ENDING: December 31, 2000

       |_| Transition  Report on Form 10-K  |_|Transition  Report on Form 10-Q
       |_|Transition  Report on Form 20-F   |_|Transition  Report on Form N-SAR
       |_|Transition Report on Form 11-K

                        FOR THE TRANSITION PERIOD ENDED:

           READ THE ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
                             PLEASE PRINT OR TYPE.

     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 SHOPNET.COM, INC.
                            Former name if applicable

                                SHOPNET.COM, INC.
            ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)

                          14 EAST 60TH STREET, ROOM 402
                CITY, STATE AND ZIP CODE NEW YORK, NEW YORK 10022

                         Part II. Rule 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 appropriate box.)

|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,  20-F,  11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th calendar day following the  prescribed  due date;
         or the subject  quarterly report on 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 is applicable.

                               Part III. Narrative

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attached extra sheets if needed.)

     The Form  10-KSB  could not be filed  within the  prescribed  period due to
unforeseen  delays arising in its  preparation  resulting  from increased  sales
volume at the Company's subsidiary, Breaking Waves, Inc.


                           Part IV. Other Information

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

Barton Nachamie, Esq., Todtman, Nachamie, Spizz & Johns, P.C. (212) 954-9400
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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.

                                SHOPNET.COM, 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 March 26, 2001                    By /s/ HAROLD RASHBAUM
                                              Harold Rashbaum, President