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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                  FORM 12b-25

                          Notification of Late Filing

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   [ ] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-QSB [ ] Form N-SAR


                        For Quarter Ended: March 31, 2001

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:

                                       N/A
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PART I - REGISTRANT INFORMATION

                        SEEDLING TECHNOLOGIES CORPORATION
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               (Exact Name of Registrant as Specified in Charter)

                519 SW Third Avenue, Suite 805, Portland, Oregon
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                     (Address of Principal Executive Office)

                                      97204
                                    --------
                                   (Zip Code)

                                       N/A
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         (Former name and former address, if changed since last report)

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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;

[X]      (b)      The  subject  annual  report  or  semi-annual   report/portion
                  thereof will be filed on or before the fifteenth  calendar day
                  following the  prescribed  due date; or the subject  quarterly
                  report/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.

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PART III - NARRATIVE

State below in reasonable  detail the reasons why the Form 10-KSB,  11-K,  20-F,
10-QSB or N-SAR or portion  thereof  could not be filed  within  the  prescribed
time:

The Company is unable to file its Form  10-QSB for the  quarter  ended March 31,
2001 on a timely basis due to a change in control  resulting  from the Company's
acquisition of Seedling Technology Ventures, Inc. Prior management has failed to
turn over certain  books and records  which made it  impossible  to complete the
financial statements for the quarter ended March 31, 2001 on a timely basis. The
Company has obtained duplicate records and anticipates completing the statements
shortly.
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PART IV - OTHER INFORMATION

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

          Paul Peterson                     (800) 893-8894

(2)      Have all other periodic  reports required (under Section 13 or 15(d) of
         the Securities and 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 reports)
         been filed? If answer no, identify report(s).

                  [ ] YES                                        [X] NO

         Form 10-QSB for the quarters  ended March 31,  1999,  June 30, 1999 and
         September  30,  1999 and Form  10-KSB for the year ended  December  31,
         2000.



(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  statement  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 can not be made.

         SEEDLING  TECHNOLOGIES  CORPORATION has caused this  notification to be
signed on its behalf by the undersigned thereunto duly authorized.

Dated:  May 14, 2001                         SEEDLING TECHNOLOGIES CORPORATION



                                             By:   /s/ Paul Peterson
                                                 ------------------------------
                                                 Paul Peterson, President

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                                    ATTENTION
Intentional  misstatements  or  omissions  of act  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).
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