SECURITIES AND EXCHANGE COMMISSION      +-------------+
                              WASHINGTON D.C. 20549              | OMB Number  |
                                                                 | 3235-0058   |
                                  FORM 12b-25                    |  expires    |
                           NOTIFICATION OF LATE FILING           | 01/31/2005  |
                                                                 |             |
                                                                 | SEC File #  |
                                                                 |             |
                                                                 |   CUSIP #   |
                                                                 |             |
(Check One)
[ ] Form 10-KSB   [ ] Form 20-F    [ ] Form 11-K    [X]Form 10-QSB
[ ] Form N-SAR

For Period Ended: March 31, 2002
[ ] 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: ________________________

|                                                                              |
|Read Instruction (on back page) 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 relates to a portion of the filing checked above, identify
              the Item(s) to which the notification relates:


     Eye Dynamics, Inc.
Full Name of Registrant:

Former Name if Applicable

     2301 W. 205th St. #106
Address of Principal Executive Office (Street and Number)

     Torrance, California 90501
City, State, Zip Code

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)

     (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 or Form N-SAR, or portion thereof, will be
XX       filed on or before the fifteenth calendar day following the prescribed
--       due date; or the subject quarterly report of transition report on Form
         10-QSB, 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.


State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.

The Registrant is unable to file the subject report in a timely manner because
the Registrant was not able to complete timely its financial statements without
unreasonable effort or expense.


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

Charles Phillips                      310               328-0477
----------------------------   -----------------    ---------------
     (Name)                       (Area Code)       (Telephone No.)

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


                               Eye Dynamics, 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: May 14, 2002                       By: /s/ Charles Phillips
     -----------------------------       -------------------------------------

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.

Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).

                            GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CRF 240.12b-25) of the General
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
    General Rules and Regulations under the Act.  The information contained in
    or filed with the form will be made a matter of public record in the
    Commission files.

3.  A manually signed copy of the form and amendments thereto shall be filed
    with each national securities exchange on which any class of securities
    of the registrant is registered.

4.  Amendments to the notifications must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished.  The form shall
    be clearly identified as an amended notification.

5.  ELECTRONIC FILERS.  This form shall not be used by electronic filers
    unable to timely file a report solely due to electronic difficulties.
    Filers unable to submit a report within the time period prescribed due to
    difficulties in electronic filing should comply with either Rule 201 or
    Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
    chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
    of Regulation S-T (Section 232.13(b) of this chapter).