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                             Washington, D.C. 20549

                                   FORM 12b-25

                       Commission File Number: 000-20786

                           NOTIFICATION OF LATE FILING

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

               For Period Ended:  December 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 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 I
                             REGISTRANT INFORMATION

Leapfrog Smart Products, Inc.
Full Name of Registrant

Former Name if Applicable

1011 Maitland Center Commons
Address of Principal Executive Office (Street and Number)

Maitland, Florida 32751
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
[x]  |        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 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.)

     The Registrant has not yet received the audit report from its independent
auditors and has not completed the Results of Operations or the Management's
Discussion and Analysis of the Form 10-KSB for the period ending December 31,
2001 due to the fact that they are awaiting the audit report.  The Registrant
believes that the Form 10-KSB will be filed by May 15, 2002.

                                     PART IV
                                OTHER INFORMATION

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

     Adam S. Clavell, Esq.                       (401)         272-5800
     (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
                                                                  [_]   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.

                         Leapfrog Smart Products, Inc.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

                                    By:  Leapfrog Smart Products, Inc.

Date:  April 29, 2002               By:  /s/ Randolph Tucker
                                         RANDOLPH TUCKER,

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.


     Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).

                             GENERAL INSTRUCTIONS

     1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

     2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

     4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished.  The form
shall be clearly identified as an amended notification.