content: <PAGE>
  <PAGE>  1
                        SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
  
                      
                                     FORM 8-K
                    
  
               Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934
  
  
  
  Date of Report (Date of earliest event reported): November 30, 1996
  
  
  
                          DYNAMICWEB ENTERPRISES, INC.
             (Exact Name of Registrant as specified in its charter)
  
  
  
  New Jersey                            0-10039                 22-2267658
  (State or other                     (Commission            (I.R.S. Employer)
  jurisdiction of incorporation)      File Number)          Identification No.)
  
  
  
                      271 Route 46W, Building F, Suite 209 
                           Fairfield, New Jersey 07004
                     (Address of Principal Executive Offices)
  
                 Registrant's Telephone Number:  (201) 777-7666
  
  
  
                         1033 Route 46 East, Suite A-102
                            Clifton, New Jersey 07013
                   (Former Address of Principal Executive Offices)
  <PAGE>
  <PAGE>  2
                                   FORM 8-K
  
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  On November 30, 1996, the Registrant acquired 100% of the common stock
  of Megascore, Inc., a Delaware corporation,  in exchange for 50,000 shares of
  DynamicWeb Enterprises, Inc. authorized but unissued common stock.   
  
  Megascore, Inc. is a full service systems integrator specializing in
  distribution, accounting, and point-of-sale software solutions for a diverse
  group of suppliers and retailers.
  
  The above summary information does not purport to be complete, and is qualified
  in its entirety by reference to the Stock Purchase Agreement filed as Exhibit 1
  to this Form 8-K.
  
  In addition, on November 30, 1996, the Registrant also acquired 100% of the
  common stock of Software Associates, Inc., a New Jersey corporation, in exchange
  for 860,000 shares of the authorized but unissued common stock of DynamicWeb 
  Enterprises, Inc.  Ken Konikowski is the sole shareholder of Software
  Associates, Inc.  Mr. Konikowski agreed to sign a Lockup Agreement regarding
  750,000 shares of DynamicWeb Enterprises, Inc. owned by him for a period
  of two years from the date of Closing.
  
  A condition of the acquisition was that the management of Software Associates,
  Inc. resign in favor of the Registrant's management.  However, Mr. Konikowski
  was given an Employment Agreement for five years as Executive Vice President of
  DynamicWeb Enterprises, Inc. 
  
  A pre-requisite of Closing was that DynamicWeb Enterprises, Inc. continue to
  lease the space that Software Associates, Inc. was leasing in Fairfield Commons,
  Fairfield, New Jersey and that DynamicWeb Enterprises, Inc. would relocate its 
  principal offices to Fairfield, New Jersey.
  
  Software Associates, Inc. is a leading EDI service bureau engaged in the 
  business of helping companies realize the benefits of expanding their data 
  processing and electronic communications infrastructures through the use of
  EDI.
  
  The Board of Directors of all of the companies approved the above transactions
  and the Registrant believes that these acquisitions will be beneficial to the 
  Company in the long term.  
  
  The above summary information does not purport to be complete, and is qualified
  in its entirety by reference to the Stock Purchase Agreement filed as Exhibit 2
  to this Form 8-K.
  
  ITEM 5.  OTHER EVENTS
  
  On December 13, 1996, DynamicWeb Enterprises, Inc. moved its offices to 271
  Route 46W, Building F, Suite 209, Fairfield, New Jersey 07004.
  
  <PAGE> 3
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       Financial Statements of businesses acquired:
  
       In accordance with Item 7(a)(4), the required financial statements for the
  acquired businesses, which are impractical to provide at the time of the filing
  of Form 8-K, will be filed under cover of an amended Form 8-K as soon as
  practicable.
  
       Exhibits
  
       1.   Exhibit 1 - Stock Purchase Agreement dated November 30, 1996
  between the Registrant and the Shareholders of Megascore, Inc.  
  
       2.   Exhibit 2 - Stock Purchase Agreement dated November 30, 1996 between
  the Registrant and the Shareholders of Software Associates, Inc.
  
  
                              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.
  
  
                               DYNAMICWEB ENTERPRISES, INC.
  
  
                          BY:   /S/STEVEN VANECHANOS, JR.
                                ---------------------------------------------
                                   STEVEN VANECHANOS, JR.
                                   President, Principal Executive Officer and
                                   Principal Financial Officer
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text: 1
                        SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                      
                                     FORM 8-K
                    
  
               Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934
  
  Date of Report (Date of earliest event reported): November 30, 1996
  
                          DYNAMICWEB ENTERPRISES, INC.
             (Exact Name of Registrant as specified in its charter)
  
  New Jersey                            0-10039                 22-2267658
  (State or other                     (Commission            (I.R.S. Employer)
  jurisdiction of incorporation)      File Number)          Identification No.)
  
                      271 Route 46W, Building F, Suite 209 
                           Fairfield, New Jersey 07004
                     (Address of Principal Executive Offices)
  
                 Registrant's Telephone Number:  (201) 777-7666
  
                         1033 Route 46 East, Suite A-102
                            Clifton, New Jersey 07013
                   (Former Address of Principal Executive Offices)
  2
                                   FORM 8-K
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  On November 30, 1996, the Registrant acquired 100% of the common stock
  of Megascore, Inc., a Delaware corporation,  in exchange for 50,000 shares of
  DynamicWeb Enterprises, Inc. authorized but unissued common stock.   
  
  Megascore, Inc. is a full service systems integrator specializing in
  distribution, accounting, and point-of-sale software solutions for a diverse
  group of suppliers and retailers.
  
  The above summary information does not purport to be complete, and is qualified
  in its entirety by reference to the Stock Purchase Agreement filed as Exhibit 1
  to this Form 8-K.
  
  In addition, on November 30, 1996, the Registrant also acquired 100% of the
  common stock of Software Associates, Inc., a New Jersey corporation, in exchange
  for 860,000 shares of the authorized but unissued common stock of DynamicWeb 
  Enterprises, Inc.  Ken Konikowski is the sole shareholder of Software
  Associates, Inc.  Mr. Konikowski agreed to sign a Lockup Agreement regarding
  750,000 shares of DynamicWeb Enterprises, Inc. owned by him for a period
  of two years from the date of Closing.
  
  A condition of the acquisition was that the management of Software Associates,
  Inc. resign in favor of the Registrant's management.  However, Mr. Konikowski
  was given an Employment Agreement for five years as Executive Vice President of
  DynamicWeb Enterprises, Inc. 
  
  A pre-requisite of Closing was that DynamicWeb Enterprises, Inc. continue to
  lease the space that Software Associates, Inc. was leasing in Fairfield Commons,
  Fairfield, New Jersey and that DynamicWeb Enterprises, Inc. would relocate its 
  principal offices to Fairfield, New Jersey.
  
  Software Associates, Inc. is a leading EDI service bureau engaged in the 
  business of helping companies realize the benefits of expanding their data 
  processing and electronic communications infrastructures through the use of
  EDI.
  
  The Board of Directors of all of the companies approved the above transactions
  and the Registrant believes that these acquisitions will be beneficial to the 
  Company in the long term.  
  
  The above summary information does not purport to be complete, and is qualified
  in its entirety by reference to the Stock Purchase Agreement filed as Exhibit 2
  to this Form 8-K.
  
  ITEM 5.  OTHER EVENTS
  
  On December 13, 1996, DynamicWeb Enterprises, Inc. moved its offices to 271
  Route 46W, Building F, Suite 209, Fairfield, New Jersey 07004.
  3
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       Financial Statements of businesses acquired:
  
       In accordance with Item 7(a)(4), the required financial statements for the
  acquired businesses, which are impractical to provide at the time of the filing
  of Form 8-K, will be filed under cover of an amended Form 8-K as soon as
  practicable.
  
       Exhibits
  
       1.   Exhibit 1 - Stock Purchase Agreement dated November 30, 1996
  between the Registrant and the Shareholders of Megascore, Inc.  
  
       2.   Exhibit 2 - Stock Purchase Agreement dated November 30, 1996 between
  the Registrant and the Shareholders of Software Associates, Inc.
  
                              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.
  
                               DYNAMICWEB ENTERPRISES, INC.
  
                          BY:   /S/STEVEN VANECHANOS, JR.
                                ---------------------------------------------
                                   STEVEN VANECHANOS, JR.
                                   President, Principal Executive Officer and
                                   Principal Financial Officer