SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                                  Commission File Number 0-21679
                                                                         -------

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

      For period ended    February 28, 2001
                          -----------------

|_| Transition Report on Form 10-K and Form 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q and Form 10-QSB
|_| Transition Report on Form N-SAR

      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    Return Assured Incorporated
                                 -----------------------------------------------

      Address of principal executive office 1901 Avenue of the Stars, Suite 1710
                                            ------------------------------------

      City, State and Zip Code    Los Angeles, CA 90067
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                                     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 Forms 10-K, 10-KSB, 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, 10-QSB, 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 reason why Forms 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR, or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

The registrant's management was unable to complete the financial statements to
be included in the report and was unable to furnish them to the registrant's
reviewing accountant in sufficient time to complete preparation of the report by
its due date.

                                     PART IV

                                OTHER INFORMATION

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

      Adam S. Gottbetter, Esq.             (212)                983-6900
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                                         (Area Code)        (Telephone Number)

      (2) Have all other periodic reports required under Section 13 or 15(d)
or 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 reason why a
reasonable estimate of the results cannot be made.

                           Return Assured Incorporated
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                  (Name of Registrant as Specified in Charter)

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


Date: April 11, 2001                                By: /s/ MATTHEW SEBAL
                                                        ------------------------
                                                        Matthew Sebal, President