Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-12597

                           NOTIFICATION OF LATE FILING

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

         For the Period Ended: March 31, 2001

         [ ]  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 attached instruction sheet before preparing form. Please print or

         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

                                  HEROES, INC.
                             Full Name of Registrant

                          1980 GALLOWS ROAD, SUITE 200
            Address of Principal Executive Office (Street and Number)

                             VIENNA, VIRGINIA 22182
                            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 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;

                  (b)      The subject annual report, semi-annual report,
                           transition report on Form 10-K, Form 20-F, Form 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

State below in reasonable detail why the 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.)

         Heroes, Inc. (the "Company"), could not file its Form 10-QSB for the
quarter ended March 31, 2001 within the prescribed time period because changes
occurring during the previous year (in management, fiscal year and principal
accountants, all as previously reported) have required substantial effort to
assemble and coordinate the necessary information.

                                     PART IV
                                OTHER INFORMATION

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

                           Amer Mardam-Bey, President
                                 (703) 761-1900
                      (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? [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. See Attachment A.

         The Company has caused this notification to be signed on its behalf by
the undersigned officer, thereunto duly authorized.

Date: May 15, 2001                 HEROES, INC.

                                   By: /s/ Amer Mardam-Bey

                                   Title: President


                                  Attachment A

The Company's revenues for the quarter ended March 31, 2001 declined
approximately 100% from the quarter ended March 31, 2000. This decrease is due
to the fact that it has not yet received payment for work performed for Year 2
of its three-year contract with its current customer, and it is uncertain
whether or not the project for that customer will continue, and under what terms
and conditions. During the same period, the Company's expenses increased
substantially in order to implement a new business model, and launch new
products and services. As a result of these factors, the Company's net loss for
the quarter ended March 31, 2001 will exceed substantially its net loss for the
quarter ended March 31, 2000.