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

                                   FORM 12B-25

                         COMMISSION FILE NUMBER-0-21931
                           NOTIFICATION OF LATE FILING

(CHECK  ONE)
__FORM  10-K  AND FORM 10-KSB __FORM 20-F __FORM 11-K   X  FORM 10-Q AND
FORM 10-QSB __FORM N-SAR

                       FOR  PERIOD  ENDED     MARCH 31,  2003
                                           -------------------
              __  TRANSITION  REPORT  ON  FORM  10-K  AND  FORM  10-KSB
              __  TRANSITION  REPORT  ON  FORM  20-F
              __  TRANSITION  REPORT  ON  FORM  11-K
              __  TRANSITION  REPORT  ON  FORM  10-Q  AND  FORM  10-QSB
              __  TRANSITION  REPORT  ON  FORM  N-SAR
              FOR  THE  TRANSITION  PERIOD  ENDED: ___________________

             READ INSTRUCTIONS (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: _______________
______________________________________________________________________________

PART  I--REGISTRANT  INFORMATION

Full  Name  of  Registrant:  AVALON DIGITAL MARKETING SYSTEMS,  INC.
                            ----------------------

Former  Name  of  Registrant: MINDARROW SYSTEMS, INC.____________________

Address  of  Principal  Executive  Office  (Street  and  Number):

19782 MacArthur Blvd., Suite 100, Irvine, CA 92612
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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-25b, 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  Forms 10-K, 10-KSB, 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 or transition report on Forms 10-Q, 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 the Forms 10-K, 10-KSB, 20-F,
11-K, 10-Q,10-QSB, N-SAR, or the transition report or portion thereof, could not
be  filed  within  the  prescribed  time period. (ATTACH EXTRA SHEETS IF NEEDED)

     The Company has not been able to complete the preparation of financial data
and  other  narrative  information  in sufficient time to complete the Company's
Quarterly Report on Form 10-Q by May 15, 2003, the required filing date, without
unreasonable  effort  and  expense.  As  a  result of the foregoing factors, the
Company  has  been unable to finalize its financial statements for its quarterly
report on Form 10-Q for the quarter ended March 31, 2003. The Company expects to
file  such  quarterly  report  on  Form  10-Q  as  soon  as  practicable.

PART  IV--OTHER  INFORMATION

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

       Michael R. Friedl         (949)            660-1700
     -------------------      --------        -----------------
     (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 reports) been filed?  If 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?
                                                 X Yes     _ _ 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.

The  Company  has  been involved in several mergers and acquisitions in the past
fiscal  year,  including  the  merger  between  Category 5 Technologies Inc. and
MindArrow Systems, Inc., which created Avalon Digital Marketing Systems, Inc. We
have  also  been  negotiating  with  potential  investors  which may result in a
near-term  sale  of  assets  of  restructuring.  We  anticipate  changes  in our
financial  statements  and results of operations for the quarter ended March 31,
2003,  compared  to  the  corresponding  period  for  the prior fiscal year, due
primarily  to  the  substantial  change  in  the  nature  and composition of our
businesses  since  the  prior  period.




                          AVALON DIGITAL MARKETING SYSTEMS,  INC.
                             -------------------------------
                  (Name  of  Registrant  as  Specified  In  Charter)

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

Dated:  May 16,  2003             AVALON DIGITAL MARKETING SYSTEMS,  INC.

                                  By:    /s/  Michael R. Friedl
                                         ------------------------------------
                                         Michael R. Friedl
                                         Chief Financial Officer, Treasurer
                                         and Secretary


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.


                                    ATTENTION

     INTENTION  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 CFR 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  amendment  notification.