Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one):   |_|Form 10-K  |_| Form 20-F  |_| Form 11-K |X| Form 10-Q
               |_| Form 10-D |_| Form N-SAR |_| Form N-CSR
               For Period Ended: March 31, 2008
               |_| 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:

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

Interact Holdings Group, Inc.
Full Name of Registrant

Former Name if Applicable

8880 Rio San Diego Drive, 8th Floor
Address of Principal Executive Office (Street and Number)

San Diego, CA 92108
City, State and Zip Code

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 reason 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, Form 11-K, Form D N-SAR or Form N-CSR, or
            portion thereof, will be filed on or before the fifteenth calendar
            day following the prescribed due date; or the subject quarterly
            report or transition report on Form 10-Q or subject distribution
            report on Form 10-D, 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
            l2b-25(c) has been attached if applicable.

                  Persons who are to respond to the collection of information
                  contained in this form are not required to respond unless the
                  form displays a currently valid OMB control number.

                              PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, l0-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

Despite diligent efforts, the work necessary for Interact Holdings Group, Inc.'s
(the "Company") preparation of its Quarterly Report on Form 10-Q could not be
completed without unreasonable effort or expense. Such difficulties prevent the
Company from filing the balance of the report because such information is
integral to the balance of the report. The Company fully expects to be able to
file within the additional time allowed by this report.

                          PART IV -- OTHER INFORMATION

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

  Arthur S. Marcus, Esq.              (212)                   752-9700
---------------------------     ----------------     --------------------------
          (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). Yes |X| 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.

     The Company had a significant decrease in operations and subsequent
revenues due to the rescission of the main subsidiary from the Company. Revenues
for the 1st quarter of 2008 will be approximately $100,000 compared to
approximately $1,000,000 for the same quarter in 2007.

                          Interact Holdings Group, Inc.
                  (Name of Registrant as Specified in Charter)

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

Date: May 16, 2008                 By:  Jeffrey W. Flannery
                                        Jeffrey W. Flannery
                                        President and
                                        Chief Executive Officer