SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-21150

                           NOTIFICATION OF LATE FILING
(Check One):  [ ] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [X] Form 10-Q
              [ ] Form N-SAR

For Period Ended:  December 31, 2001
[ ]  Transition Report on Form 10-K     [ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 20-F     [ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form N-SAR


For the Transition Period Ended:

      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:     Directrix, Inc.

Former name if applicable:

Address of principal executive office:    230 Pegasus Avenue
                                          Northvale, New Jersey  07647


                        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.)

[ ]     (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, 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.

                              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 portion thereof could not be filed within
the prescribed time period.

     Registrant has had several subsequent events including negotiations
pertaining to the establishment of the Los Angeles based facility and
negotiations pertaining to new sources of capital and equity financing. Time
spent by management on these transactions and the determination of the impact of
some of these transactions in the financial statements and disclosures in the
report did not permit timely filing of the Form 10-QSB for the quarter ended
December 31, 2001 without unreasonable effort and expense.

<page>

                           PART IV. OTHER INFORMATION

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

             Donald J. McDonald, Jr.               (201) 750-8000
           ---------------------------     ------------------------------
                     (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?

                         [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.

                                 Directrix, 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: 02/14/02           By: /s/ Donald J. McDonald, Jr.
                             ---------------------------------------------------
                             Donald J. McDonald, Jr., President, Director,
                             Chief Financial Officer and Principal Accounting
                             Officer

                             STATEMENT TO FORM 12B-25

     For the nine months ended December 31, 2001,  Directrix reported a net loss
of $4.7 million as compared to a net loss of $7.3 million for the  corresponding
period  in  2000.  The  decrease  in net loss was  primarily  attributable  to a
decrease  in  tranponder  costs  of  $4.2  million  and  selling,   general  and
administrtive  costs of $0.6  million,  offset by a decrease  in revenue of $1.6
million and an increase in interest expense of $0.5 million.  Also  included in
the net loss for the nine months ended  December  31, 2001 was a  transponder
penalty of $4.6 million and a gain on extinguishment of transponder liability of
$5.2 million.

     For the three months ended December 31, 2001, Directrix reported a net loss
of $1.7 million as compared to a net loss of $2.4 million for the  corresponding
period  in  2000.  The  decrease  in net loss was  primarily  attributable  to a
decrease in tranponder  costs of $1.4 million offset by a decrease in revenue of
$0.7 million.