SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                        Notification of Late Filing

(Check One)                                       Commission File Number 0-21679
                                                                         -------
[ ] 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             May 31, 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:
                                                       ------------------------

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                                     PART I
                             REGISTRANT INFORMATION


Full name of registrant     Return Assured Incorporated
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Address of principal executive office  1901 Avenue of the Stars, Suite 1710
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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) 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 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  July 12, 2001                        By /s/ Matthew Sebal
                                              ---------------------------------
                                              Matthew Sebal, President