SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                      SEC File Number: 001-31747
                                                      CUSIP Number: 913821 30 2

                           NOTIFICATION OF LATE FILING

     (Check one): |X| Form 10-K  |_| Form 20-F  |_| Form 11-K  |_| 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 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:___________

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
                            REGISTRATION INFORMATION

Full Name of Registrant:          Universal Security Instruments, Inc.

Former Name if Applicable:    N/A
                           ------------

Address of Principal Executive Office (Street and Number): 7-A Gwynns Mill Court
                                                          ----------------------

City, State and Zip Code:  Owings Mills, Maryland 21117
                         -------------------------------

                                     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;

|X|         (b) The subject annual report, semi-annual report, transition report
            on Form 10-K,  Form 20-F,  Form 11-K,  Form 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 of 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
            12-b-25 (c) has been attached if applicable.




                                    PART III
                                    NARRATIVE

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

            The  Registrant's  Ontario,  Canada  based  business  was  placed in
            receivership  during the fourth quarter of the  registrant's  fiscal
            year ended March 31, 2008.  Due to the  liquidation  of the Canadian
            assets and accompanying  activities and accounting  treatments,  the
            Registrant has not yet completed its financial statements.


                                     PART IV
                                OTHER INFORMATION

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

         Harvey B. Grossblatt             (410)               363-3000
         -----------------------------------------------------------------------
                (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 Investment  Company Act of
1940  during  the  proceeding  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.

                      Universal Security Instruments, Inc.
                      ------------------------------------
                  (Name of Registrant as Specified in Charter)

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

Date:  June 27, 2008                       By:    /s/ Harvey B. Grossblatt
                                                ------------------------------
                                                    Harvey B. Grossblatt
                                                    President



                      UNIVERSAL SECURITY INSTRUMENTS, INC.
                           SEC File Number: 001-31747
                                   FORM 12b-25

                                Part IV, Item (3)

The registrant  anticipates  that a significant  change in results of operations
for its fiscal  year ended  March 31,  2008 from its fiscal year ended March 31,
2007 will be reported in the subject  Annual report on Form 10-K. As a result of
the receivership during the fourth quarter of the registrant's fiscal year ended
March 31, 2008 of the registrant's  Canadian subsidiary,  the discontinuation of
the  subsidiary's  operations and the resulting  liquidation of the subsidiary's
assets,  the registrant  will be reporting a significant net loss for its fiscal
year ended March 31, 2008,  compared to net income of $5,533,258  for its fiscal
year ended March 31,  2007.  The exact  amount of the loss cannot be  determined
until all accounting  and financial  information  is  appropriately  recorded in
accordance with GAAP. Due to the requirements of accounting  standard FAS 5, the
registrant  will not be able  record a  significant  gain  related to the future
anticipated  release of debt to certain  unsecured  creditors from  discontinued
operations  until the  liquidation  is  completed  which should occur during the
registrant's fiscal year ending March 31, 2009