NT 10-K 1 nt10k_2003.htm Form 12B-25 for Topaz Group, Inc.

                                   UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549

                                     FORM 12b-25

                         NOTIFICATION OF LATE FILING

                       Commission File Number 001-14069

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

            For Period Ended:

               [X]  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: September 30, 2003
 Read attached instruction sheet 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   TOPAZ GROUP INC.

Former name if applicable                                          

Address of principal executive office (Street and number)

     126/1 Krungthonburi Road

City, state and zip code  
    Banglampoo Lang, Klongsarn
    Bangkok 10600 Thailand


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,
[X]  |         will be filed on or before the fifteenth calendar day following
      |         the prescribed due date; or the subject quarterly report or
      |         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.


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. (Attach extra sheets if needed.)


       We were not able to complete the required financial statements for this
period on a timely basis.  We expect to file the required report within the allotted
 extension.


PART IV -- OTHER INFORMATION

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

       Attorney Michael Spadaccini               (858) 350-5183
             (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 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.


                          TOPAZ GROUP, 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  December 22, 2003                  By/s/ Michael Spadaccini
                                                       Michael Spadaccini
                                                       Counsel to the Registrant


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

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 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 Rule0-3 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 (232.201 or 232.202 of this chapter) or apply for an
   adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (232.13(b)
   of this Chapter).