SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                                                   Commission File Number 0-2198

                           NOTIFICATION OF LATE FILING


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


For Period Ended:    MAY 31, 1996
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[   ] Transition Report on Form 10-K    [   ]    Transition Report on Form 10-Q
[   ] Transition Report on Form 20-F    [   ]    Transition Report on Form N-SAR
[   ] Transition Report on Form 11-K

For the Transition Period Ended:
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         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 ENTERACTIVE, INC.
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Former name if applicable
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        110 WEST 40TH STREET, SUITE 2100
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Address of principal executive office (Street and number)

            New York, New York 10018
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City, State and Zip Code

                        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
         Form 10-K,  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, 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.  (Attach  extra  sheets  if  needed.)  Due to our
inability to gather pertinent  information in a timely manner, the registrant is
unable to file its Form 10-KSB on or before August 29, 1996.

                           PART IV. OTHER INFORMATION

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

            Kenneth Gruber                   212                   221-6559
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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 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 reasons why a
reasonable estimate of the results cannot be made.

                                Enteractive, 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
thereunto duly authorized.

Date  August 29, 1996                             By /s/ Ken Gruber
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                                                         Ken Gruber

                  Instruction. The form may be signed by an executive officer of
         the registrant or by any other duly authorized representative. The name
         and title of the  person  signing  the form  shall be typed or  printed
         beneath  the  signature.  If the  statement  is signed on behalf of the
         registrant  by an  authorized  representative  (other than an executive
         officer),  evidence of the representative's authority to sign on behalf
         of the registrant shall be filed with the form.


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