




                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 12b-25
                          NOTIFICATION OF LATE FILING

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

                        For Period Ended: December 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: ___________________



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


XXIS, Corp.
Full Name of Registrant
_____________________________
Former Name if Applicable

601 Jefferson Davis Highway, Suite 201
Address of Principal Executive Office (Street and Number)

Fredericksburg, VA  22401
City, State and Zip Code









                       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)

( ) (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 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 Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed  time  period.

The Company requires additional time to file the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001 to be filed by the Company, due
to the merger and disciplining the different entities  financial  statements and
performing an audit for the period.

                          PART IV-- OTHER INFORMATION


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

Walter H.C. Drakeford        (540)                    361-7090
     (Name)                (Area Code)            (Telephone number)

(2) Have all other periodic reports 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  preceeding 12 months or for such shorter  period
that the registrant was required to file such report(s) been filed? If 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





XXIS, Corp.
(Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date: March 29, 2002

By:/s/ Walter H.C. Drakeford
Walter H.C. Drakeford, Interim President
XXIS, Corp.

