WASHINGTON, D.C. 20549

                                 FORM 12B-25 SEC
                                File No.: 0-21785

                           NOTIFICATION OF LATE FILING

                                   (Check One)

|_| Form 10-K       |_| Form 11-K       |_| Form 20-F       |X| Form 10-QSB

                                 |_| Form N-SAR

                      For the Period Ended: April 30, 2004

Nothing in the 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 notification relates:

                         PART I. REGISTRANT INFORMATION

Full Name of Registrant:               NEW VISUAL CORPORATION

Address of Principal Executive
Office (Street and Number):            5920 Friars Road, Suite 104

City, State and Zip Code:              San Diego, CA 92108

                        PART II. RULE 12B-25 (b) AND (c)

If the subject report could not be filed in reasonable detail without
unreasonable effort or expense and the registration 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

|X|      (b)      The subject annual report, semi-annual report, transition
                  report on Form 10-K or 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 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.


                               PART III. NARRATIVE

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

The Registrant is unable to file its quarterly report on Form 10-QSB for the
quarter ended on April 30, 2004 (the "Quarterly Report") by the prescribed date
of June 14, 2004 without unreasonable effort or expense due to unforeseen
circumstances encountered in closing and consolidating with its subsidiary the
Registrant's books and records for the quarter ended April 30, 2004.

                           PART IV. OTHER INFORMATION

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

      Name:                    Brad Ketch, President and Chief Executive Officer
      Telephone Number:        (619) 692 - 0333

(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).

|X| Yes |_| No

(3) Is it anticipated that any significant change in results of operation from
the corresponding period for the last fiscal year will be reflected by the
earnings statement 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.

                             NEW VISUAL CORPORATION
                  (Name of Registrant as specified in charter)

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

Date: June 14, 2004                    By: /s/ Brad Ketch
                                           Brad Ketch
                                           President and Chief Executive Officer


Intentional misstatements or omissions of fact constitute criminal violations
(See 18 U.S.C. 1001)