SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                        COMMISSION FILE NUMBER 000-26293

                           NOTIFICATION OF LATE FILING

                                  (Check One):

                       |_| Form 10-K and Form 10-KSB
                       |_| Form 11-K
                       |_| Form 20-F
                       |X| Form 10-Q and Form 10-QSB
                       |_| Form N-SAR

                         For Period Ended: June 30, 2005

                       |_| Transition Report on Form 10-K
                       |_| Transition Report on Form 10-Q
                       |_| Transition Report on Form 20-F
                       |_| Transition Report on Form N-SAR
                       |_| Transition Report on Form 11-K

                      For the Transition Period Ended: N/A

                   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.

        Full name of registrant: Digital Learning Management Corporation

                         Former name if applicable : N/A

                      Address of principal executive office
                    (Street and number): 19950 Mariner Avenue

                  City, state and zip code: Torrance, CA 90503

                        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.)

|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, 11-K or Form N-SAR, or portion thereof will be filed
      on or before the 15th 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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

      The Form 10-QSB for the quarterly period ended June 30, 2005 for Digital
Learning Management Corporation could not be filed within the prescribed period
because the Company was unable to complete certain information critical to
filing a timely and accurate report. Such inability could not have been
eliminated by the registrant without unreasonable effort or expense.


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                          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 12 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.


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                     DIGITAL LEARNING MANAGEMENT CORPORATION
                     ---------------------------------------
                  (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

      Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Dated:  August 15, 2005                    By: /s/ Umesh Patel
                                               ----------------
                                               Umesh Patel, CFO


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