UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 000-26293
CUSIP Number: 25387C103
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2007
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[ ] 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:
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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 Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Nutradyne Group, Inc.
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Former Name if Applicable: Digital Learning Management Corporation
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Address of Principal Executive Office
(Street and Number): 927 Canada Court
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City, State and Zip Code: City of Industry, California 91748
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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 box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or Form
[X] N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or subject distribution report on Form 10-D, 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 Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Nutradyne Group, Inc. (the "Company") completed an acquisition transaction
during the three months ended December 31, 2007 and could not review and
complete its Annual Report on Form 10-K without incurring unreasonable effort
and expense in connection with accurately preparing and presenting all necessary
disclosures. Additionally, the Company is continuing to work on its financial
statements for the year ended December 31, 2007. Therefore, the Company is
unable to file its Form 10-K for the year ended December 31, 2007 within the
prescribed time period. Although the Company intends to file its Annual Report
on Form 10-K within the fifteen calendar days following the prescribed due date
for such report, it may not be able to do so.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Samuel Liu 626 581-9098
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(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 for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[_] Yes [X] No
The financial statements required by Item 9.01 have not been filed with
respect to the Company's Current Report on Form 8-K originally filed on
November 26, 2007.
(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?
[X] Yes [_] 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.
In November 2007, the Company closed a transaction pursuant to which it became
the parent of Chang-chun Yongxin Dirui Medical Co., Ltd, a company organized
under the laws of the People's Republic of China ("Yongxin"), which is engaged
in the operation of wholesale and retail distribution of pharmaceutical and
other medical products. As the financial statements that will be included in the
Company's Annual Report on Form 10-K will be the consolidated financials of
Nutradyne Group, Inc. (formerly Digital Learning Management Corporation), it is
anticipated that there will be a significant change in results of operations
from the results reported by the Company for the corresponding period ending
December 31, 2006.
Nutradyne Group, Inc.
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(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 31, 2008 By: /s/ Samuel Liu
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Samuel Liu
President and
Chief Operating Officer
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 an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISINFORMATION OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).