Washington, D.C. 20549

                                   FORM 12b-25

                        Commission File Number: 000-29935

                           Notification of Late Filing

(Check one)

| | Form 10-K     |_| Form 11-K     |X| Form 10-Q    |_| Form N-SAR
|X| Form 10-KSB

         For Period Ended: December 31, 2003

         [ ] 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: N/A

         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

                             Full name of Registrant

                            Former Name if Applicable

                          20700 Ventura Blvd. Suite 227
            Address of principal executive offices(Street and Number)

                            Woodland Hills, CA 91364
                            City, State and Zip Code

                                     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 appropriate box.) [ ] Yes [ ] No

[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, 20-F, 11-K or 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.

[ ]      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 or portion  thereof,  could not be filed within
the prescribed time period.

         The  Registrant's  annual  report  on Form  10-KSB  for the year  ended
December  31,  2003  will be filed  on or  before  the  fifteenth  calendar  day
following  the  prescribed  due  date.  The  reason  for the  delay  is that the
Registrant is waiting for certain information from a third party.

                                     PART IV
                                OTHER INFORMATION

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

        Scott A. Ervin              (818)                       887-7201
            (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 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
         for 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? [ ] Yes [x] No

         If so, attach an explanation of anticipated  change,  both  narratively
         and  quantitatively,  and  if  appropriate,  state  the  reasons  why a
         reasonable estimate of the results cannot be made.

                  (Name of Registrant as Specified in Charter)

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

Date March 29, 2004                         By:  /s/ Scott A. Ervin
                                                 Scott A. Ervin, CEO

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 executive officer),  evidence of the  representative's  authority to
sign on behalf of the registrant shall be filed with the form.


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