U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                  FOR FORM 10-Q

          For Period Ended                        Commission File No. 0-12535
           March 31, 2002                             CUSIP No. 45244M102

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 a filing above, identify the Item(s)
to which the notification relates:

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PART I - REGISTRANT INFORMATION

                              1MAGE SOFTWARE, INC.
                            (Full Name of Registrant)

                       6025 South Quebec Street, Suite 300
                            Englewood, Colorado 80111
                     (Address of Principal Executive Office)

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;

            (b)   The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
                  portions 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 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 Forms 10-K, 20-F, 11- K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.





      The Company has been unable to complete its internal review and
      compilation of the financial information to be included in the Form 10-Q.
      Accordingly, the Company cannot file the subject report within the
      prescribed time period without incurring unreasonable effort or expense.

PART IV - Other Information

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

      Mary Anne DeYoung (303) 694-9180

(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 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 operation 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

     Revenues and profits are significantly lower than the corresponding period
last year but both are comparable to the fourth quarter of 2001.

                              1mage Software, 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, 2002                             By:/s/Mary Anne DeYoung
                                                   Mary Anne DeYoung,
                                                   Chief Financial Officer and
                                                   Principal Financial Officer