SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                             COMMISSION FILE NUMBER
                                     0-20722

(Check One):| | Form 10-K |_|Form 20-F |_|Form 11-K |X| Form 10-Q| _| Form N-SAR
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     For Period Ended:  3/31/2002
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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.
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If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant

CAPITAL DEVELOPMENT GROUP, INC.
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Former Name if Applicable

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Address of Principal Executive Office (Street and Number)

4333 Orange Street, Suite 3600
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City, State and Zip Code

Riverside, CA 92501
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PART II -- RULE 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.)

      (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, Form 20-F,  Form 11-K,  Form N-SAR, 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 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 why the 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. (Attach Extra Sheets if Needed.)

Registrant's auditors had not completed their examination of the Company's
financial records and reports in time for a timely filing. The reports are now
complete and the 10-Q will be filed immediately.

PART IV--OTHER INFORMATION

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

    Michael P. Vahl, President                         (909) 789-6272
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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).
                                                                  |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.

                         CAPITAL DEVELOPMENT 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  May 16, 2002          By:  /s/Michael P. Vahl
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                                 Michael P. Vahl, President