Washington, D.C. 20549

                                   FORM 12b-25

                        Commission File Number: 000-29935

                           Notification of Late Filing

(Check one)

[_] Form 10-K [_] Form 11-K [_] Form 10-Q [_] Form N-SAR [X] Form 10-KSB

            For Period Ended: December 31, 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 annual report on Form 10-KSB for the year ended December
31, 2004 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

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 March 29, 2005                         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)