UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                                                Commission File Number: 0-6334
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                           NOTIFICATION OF LATE FILING

(Check One)[ ]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X]Form 10-QSB [ ]Form N-SAR

                      For Period Ended: September 30, 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: _____________

Read attached instruction sheet before preparing form. Please print or type.

Nothing in the 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:

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                         PART I - REGISTRANT INFORMATION

Brainworks Ventures, Inc.
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Full Name of Registrant

Former Name if Applicable:

101 Marietta Street, Suite 3450
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Address of Principal Executive Office (STREET AND NUMBER)

Atlanta, Georgia  30303
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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 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-KSB, Form 20-F, 11-K, 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-QSB, 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 the Form 10-KSB, 11-K, 10-QSB,
N-SAR, or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach extra sheets if needed.)

The Registrant could not prepare and file, by the filing deadline, without
unreasonable effort or expense, its Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2001 due to the time and attention required of the
Registrant's management in negotiating, structuring and implementing recent
strategic initiatives. Therefore, the Registrant seeks relief pursuant to Rule
12b-25(b).


                           PART IV - OTHER INFORMATION

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

         Marc J. Schwartz                 404           524-1667, Ext. 3272
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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 reports 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? [X] Yes [ ] 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.

         The Registrant will report a net loss of approximately $1,168,000 for
         the quarter ended September 30, 2001, compared to net loss of $312,000
         for the quarter ended September 30, 2000. This change is due primarily
         to expenses of approximately $1,169,000 incurred in the quarter ended
         September 30, 2001.


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                                    SIGNATURE

         Brainworks Ventures, Inc. has caused this notification to be signed on
its behalf by the undersigned hereunto duly authorized.



Date:    November 14, 2001

                                  By: /s/  Marc J. Schwartz
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                                           Marc J. Schwartz
                                           Vice-President

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