UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 12b-25

                         Commission File Number 1-13427
                            NOTIFICATION OF LATE FILING

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

         For Period Ended: June 30, 2002

         [  ] 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:___________________________

Read Instruction (on back page) 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 1 - REGISTRANT INFORMATION


Full Name of Registrant:                    STRATESEC Incorporated


Former Name if Applicable:                  N/A


Address of Principal Executive Office:       14360 Sullyfield Circle, Suite B

City, State and Zip Code:                   Chantilly, VA  20151









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 box if appropriate)

[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, Form 20-F, 11-K, Form N-SAR, or portion
                  thereof, will be filed on or before the fifteenth calendar day
                  following the prescribed due date; or the subject quarterly
                  report of 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

         Additional time is needed for the Registrant to compile the information
necessary to prepare a complete and accurate report.

PART IV - OTHER INFORMATION

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

Richard Roomberg                        (703)                 961-5683
(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 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.

Consistent with its results for the three months ended March 31, 2002, the
Company anticipates that revenues for the three and six-month periods ended June
30, 2002, to be significantly less than for the comparable periods in 2001. At
this time the company is not able to quantify the difference in results of
operations for the reasons set forth in "PART III - NARRATIVE," above.







                             STRATESEC Incorporated
                  (Name of Registrant as Specified in Charter)

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

Date:  August 14, 2002               By:      /s/ RICHARD ROOMBERG
                                          ------------------------
                                              Richard Roomberg
                                              Chief Financial Officer