ENTERACTIVE INC /DE/
NT 10-K, 1997-08-29
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                   Commission File Number 1-4676

                           NOTIFICATION OF LATE FILING


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


For Period Ended:             May 31, 1997
                 --------------------------------------------------

[   ] Transition Report on Form 10-K      [   ] Transition Report on Form 10-Q
[   ] Transition Report on Form 20-F      [   ] Transition Report on Form N-SAR
[   ] Transition Report on Form 11-K

For the Transition Period Ended:
                                ------------------------------------------------

  Read attached instruction sheet 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 Enteractive, Inc.
                        --------------------------------------------------------
Former name if applicable
                          ------------------------------------------------------

                                 110 West 40th Street
- --------------------------------------------------------------------------------
Address of principal executive office (Street and number)

- --------------------------------------------------------------------------------

                 New York, New York 10018
- --------------------------------------------------------------------------------
City, State and Zip Code

                        Part II. Rule 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-K,  20-F, 11-K or Form N-SAR, or portion thereof will
         be filed on or before the 15th 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.




<PAGE>


                               Part III. Narrative

         State below in  reasonable  detail the reasons why Form  10-KSB,  11-K,
20-F,  10-Q,  N-SAR or the transition  report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

         The  Registrant was unable to file the Annual Report on Form 10-KSB for
the quarter ended May 31, 1997 (the  "Report")  without  unreasonable  effort or
expense due to the related delays in gathering  information for inclusion in the
Report associated therewith.

                           Part IV. Other Information

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

          Kenneth Gruber               (212)                     221-6559
- --------------------------------------------------------------------------------
              (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 the
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. See attachment.

                     Enteractive, 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      August 29, 1997                 By  /s/ Kenneth Gruber
     -----------------------------          --------------------
                                                  Name: Kenneth Gruber
                                                  Title: Chief Financial Officer

                  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.



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