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







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


For Period Ended: December 31, 2001
                  -----------------
[   ]    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:

JPAL, Inc.
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Former Name if Applicable:

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Address of Principal Executive Office (Street and Number)

17620 Oak Street
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City, State and Zip Code

Fountain Valley, California 92708
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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.



                                       1



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 Annual Report on
Form 10-KSB for the period ended December 31, 2001 without unreasonable effort
or expense. The Company's auditor was not able to complete the Company's
year-end audit within the necessary period of time. The Registrant further
represents that the Form 10-KSB will be filed by no later than April 15, 2002,
which is the 15th day following the date on which the Form 10-KSB was due.


PART IV - OTHER INFORMATION

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

         Michael J. Muellerleile       (949)              250-8655
         --------------------------    ----------------------------------------
         (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).
         [X] Yes   [ ] No

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JPAL, Inc., a Nevada corporation, has caused this notification to be signed on
its behalf by the undersigned, thereunto duly authorized.

March 28, 2002                      JPAL, Inc.,
                                    a Nevada corporation

                                    By:    /s/ Frank Drechsler
                                           ------------------------------------
                                           Frank Drechsler
                                    Its:   President



INSTRUCTION: The form may be signed by an executive office 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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