Washington, D.C. 20549

                                   FORM 12b-25

                        Commission File Number: 01-28911

                           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: March 31, 2005

|_| 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, California 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  will be filed on or
before the fifth calendar  following the prescribed due date. The reason for the
delay is that the  Registrant  is waiting for certain  information  from a third

                                     PART IV
                                OTHER INFORMATION

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

Charles Smith              (661)        287-3772
   (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 May 14, 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)