UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                        Commission File Number: 000-33513

                           NOTIFICATION OF LATE FILING

(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, 2003
       |_| 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 :________________________

      Read attached instruction sheet before preparing form. Please print or
type.

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification related 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: tds (Telemedicine) Inc.

Former name if applicable: ___________________________________________

Address of principal executive office: 4514 South Staples

City, state and zip code: Corpus Christi, Texas 78411



                                     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 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, 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.

      The Company is experiencing delays in the collection and compilation of
certain information required to be included in the Form 10KSB. The Registrant is
not able to predict as to whether it will be able to file the Report on or
before the extended due date, which will be April 14, 2004.

                                     PART IV
                                OTHER INFORMATION

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

            Roger Coomber, Director and Chief Executive Officer Tel: (713)
            621-6457

      (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 reason why a reasonable
estimate of the results cannot be made.



                                             tds (Telemedicine) Inc
                                     -----------------------------------------
                                    (Name of Registrant as specified in Charter)

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

Date:    March 30, 2004                              By: /s/ Roger A. Coomber
     ----------------------                              ----------------------
                                                     Chief Executive Officer