SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 FORM 12b-25

                    Commission File Number:  001-15179

NOTIFICATION OF LATE FILING

(Check One):
|X| Form 10-K   |_| Form 11-K   |_| Form 20-F   |_| Form 10-Q
|_| Form N-SAR

For Period Ended: December 31, 2000
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[ ] 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:
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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:

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PART I
REGISTRANT INFORMATION

H-QUOTIENT, INC.
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Full Name of Registrant

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Former Name if Applicable


8150 Leesburg Pike, Suite 503
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Address of Principal Executive Office (Street and Number)


Vienna, VA 22180
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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| Yes  |_| No

|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 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

|X| (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 Form 10-K, 11-K,
 20-F, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

Certain financial and other information  necessary for an accurate
and full completion of the Annual Report on Form 10-K could not be
provided within the prescribed time period without unreasonable effort
or expense.


PART IV
OTHER INFORMATION

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

Douglas A. Cohn                                   (703) 716 0100
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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 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
operation for 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.


H-QUOTIENT, INC.
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(Name of Registrant as Specified in Charter)

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

Certain  financial  and other  information  necessary  for an accurate
and full completion of the Annual Report on Form 10-KSB could not be
provided within the prescribed time period without unreasonable effort
or expense.

Date 3/30/01                      	By /s/ Douglas A. Cohn
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            			Douglas A. Cohn, President and  CEO