U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE)
[ ] Form 10-Q and Form 10-Q-SB
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] For N-SAR
For Period Ended July 31, 1997 SEC FILE
NUMBER
[ ] Transition Report on Form 10-K --------------
- -
[ ] Transition Report on Form 20-F 1-25362
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q CUSIP NUMBER
[ ] Transition Report on Form N-SAR --------------
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For the Transition Period Ended: 456-913-102
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Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing check
above,
identify the Item(s) to which the notification relates: N/A
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
Infosafe Systems, Inc.
Address of Principal Executive Office (Street and Number)
342 Madison Avenue
City, State, and Zip Code
New York, NY 10173
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PART II - RULES 12B-25(B) and (C)
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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, 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
subject quarterly report or 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.
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PART III - NARRATIVE
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The Registrant is seeking relief pursuant to Rule 12b-25(b)
due to the
fact that the Registrant's Form 10-KSB for the fiscal year ended
July 31, 1997
could not be filed without unreasonable effort or expense. On
September 22,
1997, Walter M. Psztur replaced Patrick Brosnan as the
Registrant's
Controller, its principal accounting officer. Mr. Psztur's
orientation with
the Registrant's business, operations and financial condition,
and his transition into his position and responsibilities as
Controller occurred
simultaneously with Registrant's annual audit and Form 10-K
preparation
process.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this
notification:
Walter M. Psztur 212-867-7200
__________________ ____________________
(Name) (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 not 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.
Infosafe Systems, 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: October 29, 1997 By: __/s/Walter M.
Psztur_____
Walter M. Psztur
(Controller and
Principal Accounting
Officer)
