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
| | Form 10-KSB

         For Period Ended: June 30, 2004

         [ ] 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 quarterly report on Form 10-QSB for the period ended June
30,  2004  will be filed on or before  the  fifth  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

           Charles Smith                        (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 August 15, 2004                     By: /s/ Charles Smith
                                             Charles Smith, CFO

      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)