UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

   Commission File Number    	0-5920

(Check one)          Form 10-K and Form 10-KSB      Form 11-K

   Form 20-F      X  Form 10-Q and Form 10-QSB      Form N-SAR

For period ended  02/28/02

 Transition Report on Form 10-K and Form 10-KSB

 Transition Report on Form 20-F

 Transition Report on Form 11-K

 Transition Report on Form 10-Q and Form 10-QSB

 Transition Report on Form N-SAR

For the transition period ended

Read Attached Instruction Sheet Before Preparing Form.

Please Print or Type.

Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

If the notification relates to a portion of the filing
checked above, identify the items(s) to which the notification
relates:


PART I
REGISTRANT INFORMATION

Full name of registrant     Lancer Orthodontics, Inc.

Former name if applicable

Address of principal executive office (Street and number)

                            253 Pawnee Street

City, state and zip code    San Marcos CA 92069





PART II
RULE 12b-25(b) AND (c)

If the subject report could not be filed without reasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed.
(Check box if appropriate.)

(a)   The reasons described in reasonable detail in Part III
      of this form could not be
X     eliminated without unreasonable effort or expense;

(b)   The subject annual report, semi-annual report, transition
      report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
      portion thereof will be filed on or before the 15th
      calendar day following the  prescribed due date; or the
X     subject quarterly report or transition report on Form
      10-Q, 10-QSB, or portion thereof will be filed on or
      before the fifth calendar day following the prescribed
      due date; and

(c)   The accountant's statement or other exhibit required by
      Rule 12B-25(c) has been attached if applicable.


PART III
NARRATIVE

State below in reasonable detail the reasons why Form 10-K,
10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition
report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

The Company is currently gathering and analyzing certain
accounting information to complete its financial statements.

PART IV
OTHER INFORMATION

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

     Cathy Wyss                     760/744-5585
       (Name)             (Area Code) (Telephone Number)

(2)   Have all other periodic reports required under Section 13
or 15(d) or the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed?  If the answer is
no, identify report(s).   X  Yes             No

(3)   Is it anticipated that any significant change in results
of operations from 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 the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.


             Lancer Orthodontics, Inc.
     (Name of Registrant as Specified in Charter)

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

Date  April 16, 2002        By  /s/     Zack Irani, CEO