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 and Form 10-KSB [_] Form 20-F [_] Form 11-K
[_] Form 10-Q and Form 10-QSB [_] Form N-SAR
For Period Ended: December 31, 2004
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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:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: Digital Learning Management Corporation
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Former Name if Applicable: N/A
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Address of Principal Executive Office
(Street and Number): 19950 Mariner Avenue
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City, State and Zip Code: Torrance, California 90503
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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)
[X] (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
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.
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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 Form 10-KSB for the year ended December 31, 2004 for the Registrant
could not be filed within the prescribed period because the Registrant was
unable to complete certain information critical to preparing and presenting all
necessary disclosures. Such inability could not have been eliminated by the
Registrant without unreasonable effort or expense. The Registrant will file its
Annual Report on Form 10-KSB as soon as possible, and in any event no later than
the fifteenth calendar day following the prescribed due date for such report.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Aurangzeb Bhatti (310) 921-3444
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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 reports) been filed? If the
answer is no, identify report(s).
[__] Yes [X] No
The Registrant must file a Current Report on Form 8-K to report pro-forma
financials in connection with the acquisition of Software Education of
America, Inc.
(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.
As previously reported in the Registrant's current report on Form 8-K
filed with the Securities and Exchange Commission on March 18, 2005, the
Registrant has closed the operations of two of its subsidiaries. The Registrant
expects to record a one-time write-off of approximately $1.9 million associated
with the closures, which will be recorded in the fourth quarter of fiscal 2004.
As a result, the Registrant expects to report a net loss in the year ended
December 31, 2004 in excess of $4 million, as compared with a net profit of
approximately $255,000 in the year ended December 31, 2003 for Digital Learning
Institute, Inc., which the Registrant acquired pursuant to a reverse merger in
January 2004.
Digital Learning Management Corporation
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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, 2005 By: /s/ Aurangzeb Bhatti
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Aurangzeb Bhatti
President
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).