SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A-2


                               Amendment No. 2 to
               Quarterly Report Filed Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the quarterly period ended                   Commission File Number
       November 30, 1996                                 0-21649
------------------------------                   ----------------------

                                 WEBSECURE, INC.
                                 ---------------
                          (Exact Name of Small Business
                       Issuer As Specified In Its Charter)

           Delaware                                            04-3296069
------------------------------                            ----------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                   1711 Broadway, Saugus, Massachusetts 01906
                   ------------------------------------------
                    (Address of Principal Executive Offices)

                                 (617) 867-2300
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes ____                    No__X__

     As of January 17, 1997, the Company had outstanding 5,605,000 shares of
Common Stock, $.01 par value per share.

<PAGE>

                                 WEBSECURE, INC.

                                      INDEX

Part I. Financial Information                                               Page
                                                                            ----

Item 1.  Financial Statements

Balance Sheets
  as of November 30, 1996 (Unaudited) and August 31, 1996 (Audited)......    3

Statements of Operations
  for the Three Month Periods ended November 30, 1996 and 1995 
  (Unaudited) and cumulative from inception (July 19, 1995) to 
  November 30, 1996......................................................    4

Statements of Cash Flows
  for the Three Month Periods ended November 30, 1996 and 1995 
  (Unaudited) and cumulative from inception (July 19, 1995) to 
  November 30, 1996......................................................   5-6

Notes to Financial Statements  (Unaudited)...............................    8

Item 2.  Plan of Operations .............................................   9-11

Part II. Other Information ..............................................   13

Item 1.  Legal Proceedings...............................................   13
Item 2.  Changes in Securities...........................................   13
Item 3.  Defaults Upon Senior Securities.................................   13
Item 4.  Submission of Matters to a Vote of Security-Holders ............   13

Item 5.  Other Information ..............................................   13

Item 6.  Exhibits and Reports on Form 8-K................................   13

Signatures...............................................................   14

<PAGE>

                                 WebSecure, Inc.
                          (A Development Stage Company)

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                           November 30,    August 31,
                                                              1996            1996
                                                           ------------    ----------
                                                           (Unaudited)      (Audited)
<S>                                                         <C>           <C>        
ASSETS

Current:
     Cash                                                   $     7,974   $    12,832
     Accounts receivable, net                                    55,678        21,797
     Inventories                                                  9,106         5,971
     Due from related parties                                    32,439        59,776
     Prepaid expenses and other                                  28,394         6,600
                                                            -----------   -----------
          Total current                                         133,591       106,976
Property and equipment, net                                   1,279,725     1,173,397
Deferred registration costs                                     641,260       424,060
Other assets                                                     81,142        41,515
                                                            -----------   -----------
                                                            $ 2,135,718   $ 1,745,948
                                                            ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIT)

Current liabilities:
     Accounts payable and accrued expenses                  $ 1,135,342   $   679,435
     Due to related parties                                        --         125,635
     Note payable to related party                              699,083       672,000
     Current portion of capital lease obligations               254,094        71,763
                                                            -----------   -----------
          Total current liabilities                           2,088,519     1,548,833
Capital lease obligation, less current maturities               826,837       300,430
                                                            -----------   -----------
          Total liabilities                                   2,915,356     1,849,263
                                                            -----------   -----------

Stockholders' equity  (deficit):
     Preferred stock, $.01 par value; 1,000,000 shares
       authorized; no shares issued and outstanding                --            --
     Common stock, $.01 par value; 20,000,000 shares
       authorized; 2,105,000 shares issued and outstanding       21,050        21,050
     Class B common stock, $.01 par value; 2,000,000
       shares authorized; 625,000 shares issued and
       outstanding                                                6,250         6,250
     Additional paid-in capital                               7,827,025     7,827,025
     Deficit accumulated during the development stage        (8,633,963)   (7,957,640)
                                                            -----------   -----------
          Total stockholders' equity  (deficit)                (779,638)     (103,315)
                                                            -----------   -----------
                                                            $ 2,135,718   $ 1,745,948
                                                            ===========   ===========
</TABLE>


                 See accompanying notes to financial statements


                                      -3-
<PAGE>

                                 WebSecure, Inc.
                          (A Development Stage Company)

                            Statements of Operations

<TABLE>
<CAPTION>
                                                                             Cumulative
                                                                           from Inception
                                               Three Months Ended        (July 19, 1995) to
                                                  November 30,              November 30,
                                                1996          1995              1996
                                            -----------   -----------       -----------
<S>                                         <C>           <C>               <C>        
Revenues                                    $    87,041   $     6,963       $   184,296
Cost of revenues                                188,012        25,274           381,452
                                            -----------   -----------       -----------
  Gross margin                                 (100,971)      (18,311)         (197,156)
                                            -----------   -----------       -----------
                                                                           
Operating expenses:                                                        
     General and administrative                 301,096       112,656         1,477,467
     Selling and marketing                      195,774         6,297           496,400
     Research and development                    45,148        32,114           623,396
     Charge for acquired
       research and development                    --            --           5,760,000
                                            -----------   -----------       -----------
       Total operating expenses                 542,018       151,067         8,357,263
                                            -----------   -----------       -----------
                                                                           
Loss from operations                           (642,989)     (169,378)       (8,554,419)
  Interest expense, net of interest income      (33,334)         --             (79,544)
                                            -----------   -----------       -----------
Loss before income taxes                       (676,323)     (169,378)       (8,633,963)
Income taxes                                       --            --                --
                                            -----------   -----------       -----------
                                                                           
Net loss                                    $  (676,323)  $  (169,378)      $(8,633,963)
                                            ===========   ===========       ===========
                                                                           
Net loss per common and                                                    
  common equivalent shares                  $      (.14)  $      (.04)      $     (1.80)
                                            ===========   ===========       ===========
                                                                           
Shares used in computing net                                               
  loss per common and common                                               
  equivalent shares                           4,805,050     4,805,050         4,805,050
                                            ===========   ===========       ===========
</TABLE>


                 See accompanying notes to financial statements


                                      -4-
<PAGE>

                                 WebSecure, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                          Cumulative
                                                                        from Inception
                                             Three Months Ended       (July 19, 1995) to
                                                November 30,             November 30,
                                             1996          1995              1996
                                         -----------   ------------   ------------------
<S>                                      <C>           <C>               <C>         
Cash flows from operating activities:                                   
  Net loss                               $  (676,323)  $  (169,378)      $(8,633,963)
  Adjustments to reconcile net                                          
  loss to net cash provided (used)                                      
   by operating activities:                                             
    Charge for acquired research and                                    
       development                              --            --           5,760,000
    Issuance of common stock for                                        
       professional services                    --            --              79,800
    Depreciation and amortization            100,300        18,077           297,766
    Changes in operating assets and                                     
       liabilities                                                      
         Accounts receivable                 (33,881)       (1,719)          (55,678)
         Inventories                          (3,135)      (16,714)           (9,106)
         Prepaid expenses and other          (21,794)        8,639           (28,394)
         Accounts payable and accrued                                   
            expenses                         455,907       790,985         1,135,342
                                         -----------   -----------       -----------
  Net cash provided (used) by operating                                 
  activities                                (178,926)      629,890        (1,454,233)
                                         -----------   -----------       -----------
                                                                        
Cash flows from investing activities:                                   
  Acquisition of property and equipment     (205,380)     (647,571)       (1,576,243)
  Deferred registration costs               (217,200)      (79,924)         (641,260)
  Increase in other assets                   (40,875)       (4,836)          (82,390)
                                         -----------   -----------       -----------
  Net cash used in investing activities     (463,455)     (732,331)       (2,299,893)
                                         -----------   -----------       -----------
                                                                        
Cash flows from financing activities:                                   
  Borrowings under capital leases            735,431          --           1,124,487
  Principal payments on capital lease        (26,693)         --             (43,556)
  (Increase) decrease in due                                            
      from related parties                    27,337      (268,454)          (32,439)
  Decrease in due to related parties        (125,635)      (17,343)             --
</TABLE>


                                      -5-

<PAGE>

                                 WebSecure, Inc.
                          (A Development Stage Company)

                      Statements of Cash Flows (continued)

<TABLE>
<CAPTION>
                                                                                        Cumulative
                                                                                      from Inception
                                                            Three Months Ended      (July 19, 1995) to
                                                               November 30,            November 30,
                                                             1996          1995            1996
                                                         -----------   -----------      -----------
<S>                                                      <C>           <C>              <C>        
Cash flows from financing activities (continued):                                     
      Proceeds from issuance of common stock                    --         254,310        2,0l4,525
      Proceeds from notes payable to related                                          
         party                                                27,083       133,928        1,522,083
      Payments of notes payable to related                                            
        party                                                   --            --           (823,000)
                                                         -----------   -----------      -----------
                                                                                      
      Net cash provided by financing activities              637,523       102,441        3,762,100
                                                         -----------   -----------      -----------
                                                                                      
      Net increase (decrease) in cash                         (4,858)         --              7,974
                                                                                      
      Cash, beginning of period                               12,832          --               --
                                                         -----------   -----------      -----------
      Cash, end of period                                $     7,974   $      --        $     7,974
                                                         ===========   ===========      ===========
                                                                                      
      Supplemental disclosure of financing information:                               
        Cash paid for interest                           $     5,997   $      --        $    46,733
</TABLE>


                 See accompanying notes to financial statements


                                      -6-
<PAGE>

                                 WEBSECURE, INC.
                          Notes to Financial Statements

1.   General

WebSecure, Inc. (the "Registrant") is in the development stage, and as such,
success of future operations is subject to a number of risks similar to those of
other companies in the same stage of development. Principal among these risks
are the Company's limited operating history, history of operating losses, early
stage of market development, competition from substitute products, larger more
established competitors and rapid technological change.

The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions for Form 10-QSB and therefore do not include
all information and footnotes necessary for a fair presentation of financial
position, results of operations and changes in cash flows in conformity with
generally accepted accounting principles. The accompanying unaudited condensed
financial statements have been restated to reflect a reversal in revenue of
amounts received from a license agreement with Manadarin Trading Ltd (Note 2).
The unaudited condensed financial statements should be read in conjunction with
the financial statements and related notes included in the Registrant's Form
SB-2 Registration Statement as filed with the Securities and Exchange Commission
(the "SEC") on December 4, 1996. In the opinion of management, the unaudited
condensed financial statements contain all adjustments necessary for a fair
presentation of the Registrant's financial condition and results of operations
for the interim periods presented and all such adjustments are of a normal and
recurring nature. The results of operations for the three months ended November
30, 1996 are not necessarily indicative of the results which may be expected for
the entire fiscal year.

Computation of Net Income (Loss) per Common and Common Equivalent Shares

The net loss per common and common equivalent shares are computed by dividing
the net loss by the weighted average number of shares outstanding during each
period presented, as adjusted for the effects of application of SEC Staff
Accounting Bulletin No. 83 ("SAB No. 83"). Pursuant to SAB No. 83, all common
stock and common stock equivalents issued within twelve months prior to the
initial filing of the registration statement relating to the Company's initial
public offering (the "IPO") at a price less than the IPO price have been treated
as outstanding for all reported periods. The number of shares used in the
computation also assumes that each share of outstanding Class B Common Stock has
been converted into four shares of Common Stock, which occurred on the date of
filing of the Registrant's Form SB-2 Registration Statement with the SEC.

Deferred Registration Costs

As of November 30, 1996, the Company has incurred registration costs of $641,260
in connection with the IPO. These costs have been deferred and were charged
against equity on December 10, 1996 at the completion of its IPO.


                                      -7-
<PAGE>

2.   Reversal of Revenue from Manadarin Trading Co. Ltd.

As a result of an investigation, conducted over the last two months, at the
company's request, by the Boston law firm of Hill & Barlow, the company is
restating its revenues for the first quarter ended November 30, 1996.. During
the first quarter, the company previously reported sales of approximately
$887,000; approximately $792,000 of said sales were for licensing software that
the company believed it had purchased in exchange for stock, from Manadarin
Trading Company, Ltd., an Irish corporation.

     Based upon the Hill & Barlow investigation, the company has determined that
it never received any software from Manadarin, and even though it received
approximately $792,000 from two purported sublicensees of the software,
WebSecure never delivered any software to them.

     The company stated it would book the money received from the sublicensees
as cash, instead of revenue, and simultaneously record the approximately
$792,000 as a liability on its books.

     WebSecure is considering what further action to take and intends to report
its findings to proper authorities and will cooperate fully with any further
investigation.

3.   Subsequent events

     1.   The Registrant has been named as a defendant in three almost identical
          proceedings brought in the United States District Court for the
          District of Massachusetts (Nager v. WebSecure, Inc. et al); (Krause
          and Krause v. WebSecure, Inc., et al); and (Miller, Weberman and
          Fisher v. WebSecure, Inc. et al). The actions were commenced on March
          26, 1997 and April 16, 1997. Also named as defendants were certain
          current and former officers and directors of the Registrant, Coburn &
          Meredith, Inc. and Shamrock Partners, Ltd., the underwriters of the
          Registrant's initial public offering (the "IPO"), and Centennial
          Technologies, Inc. ("Centennial"). The complaints allege that the
          registration statement filed by the Registrant in connection with the
          IPO contains certain false and misleading statements concerning the
          Registrant and its operations. The complaints seek compensatory
          damages, attorney's fees, and other damages.

     2.   The Registrant has responded to an inquiry by the Massachusetts
          Securities Division (the "Division"), which inquiry was commenced on
          March 19, 1997. The Division is seeking additional information
          surrounding the relationship between the Registrant and Centennial.
          Also named as subjects of the inquiry are Coburn & Meredith, Inc. and
          Shamrock Partners, Ltd.

     3.   The Registrant's President and Chairman of the Board, Carroll M.
          Lowenstein, was indicted for failure to file state income tax returns.


                                      -8-
<PAGE>

Item 2. PLAN OF OPERATIONS

Overview

     The Registrant, a development stage company, offers Internet access and
support services for secure communications and commercial transactions over the
Internet. The company provides general Internet services, such as connectivity
and communications services.

     The financial results for the period from inception (July 19, 1995) to
November 30, 1996 primarily relate to the Company's initial organization and
establishment of infrastructure. The Company has had limited revenues since
inception and had a working capital deficiency at November 30, 1996. The results
for the quarter ended November 30, 1996 are not necessarily indicative of the
results of the Company's operations that may be expected for the fiscal year
ending August 31, 1997.

     The Company completed its IPO on December 10, 1996. The Company sold
1,000,000 shares of common stock and 1,150,000 redeemable warrants, and received
net proceeds of approximately $6,493,000.

     The Company's plan of operations for the next twelve months will
principally involve the sale of connectivity and the provision of Internet
access services. The Company intends to use a portion of the IPO proceeds to
hire additional personnel, including marketing, sales and customer service
personnel, as well as to continue to upgrade its Internet access infrastructure.

Results of Operations

Revenues. The Company generated $184,296 in revenues from its inception (July
19, 1995) through November 30, 1996. The Company had revenues of $87,041 during
the three month period ended November 30, 1996, compared to $6,963 during the
three months ended November 30, 1995, an increase of $80,078. Revenues since
inception have been primarily comprised of connectivity and communications
services. The Company anticipates it will derive revenues primarily from
connectivity charges, hosting services, and intranet networking.

Cost of revenues. The Company's cost of revenues, which consists primarily of
Internet access costs, was $381,452 during the period from inception to November
30, 1996, $188,012 for the three month period ended November 30, 1996 and
$25,274 for the three month period ended November 30, 1995. The Company's costs
of revenues have increased each quarter since the Company's inception.

General and Administrative. General and administrative expenses consist
primarily of compensation expenses and fees for professional services. General
and administrative expenses were $ 1,477,467 for the period from inception to
November 30, 1996. General and administrative expenses were $301,096 for the
three months ended November 30, 1996 compared to $112,656 for the three month
period ended November 30, 1995. From inception 


                                      -9-
<PAGE>

through November 30, 1996, approximately $1,113,000 of the general and
administrative expenses were paid to Employee Resource, Inc. ("ERI"), an
employee leasing company owned by the Company's former President and Chief
Executive Officer. ERI leases to the Company all of its employees, including the
officers of the Company.

Selling and Marketing. Selling and marketing expenses consist primarily of
salaries, commissions, trade show expenses, and advertising and marketing costs.
The Company has incurred $496,400 in expenses for selling and marketing during
the period from inception to November 30, 1996. Selling and marketing expenses
were $195,774 for the three month period ended November 30, 1996 compared to
$6,297 for the three month period ended November 30, 1995. The increase is
primarily attributable to the start-up of the Company's marketing activities and
the expansion of its service options. The Company intends to use a direct
selling force that will target certain industries and sell across vertical
markets, as well as independent sales agents and distributors.

Research and Development. The Company's research and development efforts are
focused on development of the Company's co-hosting capabilities. The Company is
also developing intranet models for intraorganization communications that can be
used by multi-site organizations. The Company's engineers are also developing
the Company's communications infrastructure to allow for daily information
transfer to the Company for periodic back-up of customer files and disaster
control purposes. Research and development expenses totaled $623,396 from
inception to November 30, 1996. Research and development expenses totaled
$45,148 for the three month period ended November 30, 1996, compared to $32,114
for the three month period ended November 30, 1995. The increase in research and
development expenses is due primarily to infrastructure development.

Operating Loss. Operating loss for the period from inception to November 30,
1996 was $8,554,419. Operating loss was $642,989 for the three months ended
November 30, 1996 compared to an operating loss of $169,378 for the three months
ended November 30, 1995. The operating loss from inception resulted primarily
from a non-cash charge in connection with the acquisition of software.

Net Interest Expense. Net interest expense for the period from inception to
November 30, 1996 was $79,544 and $33,334 for the three months ending November
30, 1996. There was no interest income or expense for the three months ended
November 30, 1995. This increase in interest expense was due to an increase in
borrowing and capital lease obligations.

Income Taxes. Since inception, the Company has generated tax benefits related to
its operating loss carry-forwards and amortization of research and development
costs. The deferred asset related to such benefits was fully reserved as of
November 30, 1996 due to the significant doubt about the realization of the
deferred tax asset. Taxes on income for the three months ended November 30, 1996
was offset in full by the utilization of the deferred tax benefits. Accordingly,
there has been no income tax expense or benefit reflected on the accompanying
statements of operations since inception. 


                                      -10-
<PAGE>

Liquidity and Capital Resources

     Since its inception, the Company has financed its activities primarily by
notes payable from a stockholder and the sale of its Common Stock to private
investors. Working capital deficiency at November 30, 1996 was $1,954,928. The
Company has three capital lease agreements which are secured by fixed assets.
The outstanding balance as of November 30, 1996 for one of these agreements was
approximately $355,000 and matures in December 2000. In September 1996, the
Company entered into two additional capital lease agreements under which it may
borrow up to an aggregate of $1,000,000 of which approximately $726,000 was
outstanding at November 30, 1996. These obligations mature in October 2001. On
December 10, 1996, the Company deposited, as collateral, a portion of the
proceeds from the IPO equal to the amount outstanding under these agreements.

     For the three months ended November 30, 1996, cash of approximately
$178,900 was used by operating activities compared to cash provided by operating
activities of approximately $630,000 for the three months ended November 30,
1995. During the period from inception to November 30, 1996, the Company
recorded a non-cash charge of $5,760,000 against earnings for acquired research
and development, which was a substantial component of the Company's overall net
loss for the period of approximately $8,633,963.

     Cash used in investing activities was approximately $464,000 for the three
months ended through November 30, 1996, as compared to approximately $732,000
for the three month period ended November 30, 1995. The increase in cash used in
investing activities is due primarily to the acquisition of property and
equipment and deferred registration costs.

     In December 1995, the Company raised approximately $2,014,500 from the sale
of Common Stock to third party investors. The Company has borrowed approximately
$1,522,000 from related parties since inception, all of which has been repaid as
of January 17, 1996.

     Management believes that the net proceeds from the IPO will be sufficient
to meet the Company's anticipated cash needs and finance its plans for expansion
for at least the next twelve months. Thereafter, the Company anticipates that it
may require additional financing to meet its current plans for expansion. No
assurance can be given of the Company's ability to obtain such financing on
favorable terms, if at all. If the Company is unable to obtain additional
financing, its ability to meet its current plans for expansion could be
materially adversely affected.

Impact of Inflation

     Inflation has not had a material adverse effect on the Company's business.

New Accounting Standards

     Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," issued by the 


                                      -11-
<PAGE>

Financial Accounting Standards Board ("FASB"), is effective for financial
statements for fiscal years beginning after December 15, 1995. The new standard
establishes new guidelines regarding when impairment losses on long-lived
assets, which include plant and equipment and certain identifiable intangible
assets and goodwill, should be recognized and how impairment losses should be
measured. The Company does not expect the adoption of this standard to have a
material effect on its financial position or results of operations.

     In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation." The Company has determined that it will continue to account for
stock-based compensation for employees under Accounting Principles Board Opinion
No. 25 and elect the disclosure-only alternative under SFAS No. 123. The Company
will be required to disclose the pro forma net income or loss and per share
amounts in the notes to the financial statements using the fair-value-based
method beginning in the year ending August 31, 1997, with comparable disclosures
for the year ended August 31, 1996. The Company has not determined the impact of
these pro forma adjustments.


                                      -12-
<PAGE>

                           Part II - Other Information

Item 1.  Legal Proceedings.  None

Item 2.  Changes in Securities.  None.

Item 3.  Defaults Upon Senior Securities.  None.

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information.  None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)   Exhibits. 

               27  Financial Data Schedule.

         (b)   Reports on Form 8-K. The Registrant filed a report on Form 8-K on
               February 24, 1997 under Item 5 ("Other Events"). No financial
               statements were filed with that report.


                                      -13-
<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       WEBSECURE, INC.



Date:  April 21, 1997                  By: /s/ Carroll M. Lowenstein
                                           ---------------------------------
                                       Carroll M. Lowenstein
                                       President



Date:  April 21, 1997                  /s/ Carole A. Ouellette
                                       -------------------------------------
                                       Carole A. Ouellette
                                       Chief Financial Officer


                                      -14-