UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12B-25
                          NOTIFICATION OF LATE FILING

                                                           SEC File # 000-49679


(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K  [X]Form 10-Q [ ]Form N-SAR

For Period Ended: March 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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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSIONS HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.

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 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

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Full Name of Registrant:

LitFunding Corp.
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Former Name if Applicable:

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Address of Principal Executive Office (Street and Number)

5757 Wilshire Blvd., Suite PH 10
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City, State and Zip Code

Los Angeles, California 90036
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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;

(b)  The subject annual report, semi-annual report, transition report on Form
     10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
     before the fifteenth calendar day following the prescribed due date; or the
     subject quarterly report of 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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).

The Registrant hereby represents that it is unable to file its Quarterly Report
on Form 10-QSB for the year ended March 31, 2004 without unreasonable effort or
expense. The Company's auditor was not able to complete the review of the
Company's financial statements within the necessary period of time. In addition
the Company is involved in bankruptcy litigation and settlement negotiations,
and recently replaced its auditor. The Registrant further represents that the
Form 10-QSB will be filed by no later than the 5th calendar day following the
date on which the Form 10-QSB was due.


PART IV - OTHER INFORMATION

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

     David Cohen                      (323)                   857-0448
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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 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 report(s) been filed? If the
     answer is no, identify report(s).
     [ ] Yes  [X] No

     Form 10-KSB for the year ending December 31, 2003
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(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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LitFunding Corp., a Nevada corporation, has caused this notification to be
signed on its behalf by the undersigned, thereunto duly authorized.

May 12, 2004                               LitFunding Corp.
                                           a Nevada corporation

                                           By:      /s/ David Cohen
                                                    ---------------------------
                                                    David Cohen
                                           Its:     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.

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                                   ATTENTION:
        INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
                    CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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