UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC File Number: 000-26293
CUSIP Number: 356617209
(Check One): [_] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 2004
[_] 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:
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: Digital Learning Management Corporation
Former Name if Applicable: FreePCSQuote.Com, Inc.
Address of Principal Executive Office: 19950 Mariner Avenue
Torrance, California 90503
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) [X]
(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, Form 11-K, Form N-SAR or Form 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 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, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
The Registrant requires additional time to review the financials prior to
filing. The Registrant expects to file its Form 10-QSB within five calendar days
of the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Umesh Patel 310.921.3444
(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 reports) been filed? If the
answer is no, identify report(s).
[_] Yes [X] No
The Registrant did not timely file a Current Report on Form 8-K reporting
Item 2 (Acquisition of Assets).
(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.
It is anticipated that a significant change in the results of operations
for the quarter ended June 30, 2004 will be reported from the corresponding
period in fiscal 2003. Prior to January 16, 2004, the Registrant was a "public
shell" and had minimal operations.
On January 16, 2004, the Registrant (then known as FreePCSQuote.Com, Inc.)
entered into an Agreement and Plan of Merger with FPQT Acquisition Corporation,
a wholly-owned subsidiary of the Registrant, and Digital Learning Institute,
Inc., a privately-held corporation ("DLI"). The transaction was deemed a
"reverse merger," as the stockholders of DLI owned a majority interest in the
Registrant at the closing. Additionally, following the closing of the merger,
prior operations of the Registrant ceased and it now operates as a for-profit
continuing education company. Thus, there will be a significant change in
results of operations from the corresponding period from the last fiscal year,
as the Registrant no longer operates as a "public shell."
It is not practical to quantify the amount and change in the Registrant's
results of operations at this time.
Digital Learning Management Corporation
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 16, 2004 By: /s/ Umesh Patel
-------------------------------
Umesh Patel
Chief Financial 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).