WEBSECURE INC
NT 10-Q, 1997-07-15
COMPUTER PROCESSING & DATA PREPARATION
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                                                         SEC FILE NUMBER       
                                                             0-21649           
                                                 ----------------------------- 
                                                 ----------------------------- 
                                                         CUSIP NUMBER          
                                                         947683 10 8           
                                                 ----------------------------- 
                                                       
                                                                                
                                  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: May 31, 1997                                             
                       _________________________________________________
     [ ] 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 Instruction (on back page) 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

Websecure, Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable

None
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

1711 Broadway
- --------------------------------------------------------------------------------
City, State and Zip Code

Saugus, Massachusetts 01906

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,  Form 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 | calendar day following
        |     the  prescribed  due  date;  and  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 or portion  thereof,  could not be filed within
the prescribed time period.

The  Registrant  has recently  (July 10, 1997) hired a  replacement  independent
auditing  firm,  Reznick  Fedder  &  Silverman,  which  firm  has  requested  an
additional 2-3 days to review the financial  information contained in the 10-QSB
for the fiscal quarter ended May 31, 1997.

                                             (Attach Extra Sheets if Needed)

                                                                SEC 1344 (6/94)




<PAGE>

PART IV--OTHER INFORMATION


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

     Joseph C. Kennedy, Jr., P.C.       (617)               523-8080
    _____________________________  ________________  _________________________
             (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 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.

================================================================================

                                 WebSecure, Inc.
              ____________________________________________________
                  (Name of Registrant as Specified in Charter)

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


Date      July 15, 1997                      By     /s/ Carroll M. Lowenstein
     ---------------------                        ----------------------------
                                                        President

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).
- --------------------------------------------------------------------------------


                              GENERAL INSTRUCTIONS

1.  This form is  required  by Rule  12b-25 (17 CFR  240.12b-25)  of the General
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed  original and four  conformed  copies of this form and amendments
    thereto  must be  completed  and  filed  with the  Securities  and  Exchange
    Commission,  Washington,  D.C.  20549,  in  accordance  with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually  signed copy of the form and  amendments  thereto  shall be filed
    with each national  securities  exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the  notifications  must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.

5.  Electronic  Filers.  This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties. Filers unable
    to submit a report within the time period  prescribed due to difficulties in
    electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
    Regulation  S-T  (ss.232.201  or ss.232.202 of this chapter) or apply for an
    adjustment  in  filing  date  pursuant  to  Rule  13(b)  of  Regulation  S-T
    (ss.232.13(b) of this chapter).





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