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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one)  [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form  10-QSB
             [ ] Form N-SAR

For Period Ended: November 30, 2002
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Part I - Registrant Information
         UMDN, Inc.
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Full Name of Registrant
         N/A
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Former Name if Applicable
         217 Ashland Avenue
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Address of Principal Executive Office (Street and Number)
         Santa Monica, California 90405
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City, State and Zip Code
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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 or 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 Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed time period.

The Company has been unable to obtain and deliver all of the documents  required
by  its  independent  accountants  to  audit  the  fiscal  year-end  financials.
Accordingly,  the Company is unable to obtain and deliver the documents required
by its independent  accountants to complete the financial  statement  review for
the quarter ended November 30, 2002. The Company  believes that these  documents
will be obtained,  the review will be completed and the quarterly report will be
filed on or before the 5th  calendar  day  following  the  prescribed  due date.
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PART IV-- OTHER INFORMATION

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

Christopher P. O'Connell            (213)                     683-6678
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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  report(s)  been filed?  If answer is no,
identify report(s). |_|Yes |X|No

10-KSB (Special Report under Rule 15(d)(2))
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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.

                                   UMDN, INC.
                  (Name of Registrant as Specified in Charter)

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

Date:  January 14, 2003

By: /s/Kent Keith
    -----------------------------
       Kent Keith, President

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ATTENTION  International  misstatements or omissions of fact constitute  Federal
Criminal Violations (See 18 U.S.C. 1001).
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Securities and Exchange Commission
Department of Corporate Finance
Washington, D.C. 20545




We confirm the  representations  made by the Registrant in Part III of this Form
12b-25, insofar as they relate to accounting and auditing matters.






GUMBINER, SAVETT, FINKEL, FINGLESON & ROSE, INC.


January 14, 2003
Santa Monica, California