Ambassador Eyewear Group, Inc.

Securities Exchange Act of 1934
Release No. 46715 /October 24, 2002

Administrative Proceeding
File No. 3-10900

The Securities and Exchange Commission (Commission) instituted this proceeding, pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Exchange Act), on September 26, 2002, with an Order Instituting Public Administrative Proceedings (OIP).

On October 22, 2002, the Division of Enforcement (Division) filed a Motion For Default Judgment (Motion). The Division requests that the registration of the common stock of Respondent be revoked under Section 12(b) of the Exchange Act.

Pursuant to 17 C.F.R. §§ 201.155(a) and .220(f), a respondent who fails to answer, respond to a dispositive motion within the time provided, or otherwise defend the proceeding may be deemed to be in default. The administrative law judge may then determine the proceeding against him upon consideration of the record, including the OIP, the allegations of which may be deemed to be true.

The return of service received by the Commission's Office of the Secretary reflects that Respondent's Trustee in Bankruptcy (Trustee) received the OIP on September 30, 2002. Rule 220(b) of the Commission's Rules of Practice provides that a respondent must file an answer within twenty days after service of the OIP; in this case an answer should have been filed no later than October 21, 2002. Respondent has not filed an answer and according to the Declaration of Catherine E. Pappas In Support of the Division's Motion, the Trustee does not intend to answer or otherwise defend this proceeding.

Respondent is in default within the meaning of 17 C.F.R. §§ 201.155(a) and .220(f). See 17 C.F.R. §§ 201.155(a), .220(f). Accordingly, I find that the allegations in the OIP are true.

A.   Ambassador Eyewear Group, Inc. (Ambassador) is a Delaware corporation whose common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act. Beginning in March 1998, Ambassador was required, pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder, to file timely and in proper form, Annual Reports on Form 10-KSB and Quarterly Reports on Form 10-QSB. Ambassador has failed to file the following required reports:

 1. Form 10-QSB for its quarter ended December 31, 1998;
 2. Form 10-KSB for its year ended March 31, 1999;
 3. Form 10-QSB for its quarter ended June 30, 1999;
 4. Form 10-QSB for its quarter ended September 30, 1999;
 5. Form 10-QSB for its quarter ended December 31, 1999;
 6. Form 10-KSB for its year ended March 31, 2000;
 7. Form 10-QSB for its quarter ended June 30, 2000;
 8. Form 10-QSB for its quarter ended September 30, 2000;
 9. Form 10-QSB for its quarter ended December 31, 2000;
10. Form 10-KSB for its year ended March 31, 2001;
11. Form 10-QSB for its quarter ended June 30, 2001;
12. Form 10-QSB for its quarter ended September 30, 2001;
13. Form 10-QSB for its quarter ended December 31, 2001;
14. Form 10-KSB for its year ended March 31, 2002; and
15. Form 10-QSB for its quarter ended June 30, 2002.

As a result of the foregoing, Ambassador failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.

B.   Ambassador's stock was first registered with the Commission in March 1998 and traded on both the Chicago Stock Exchange and over the counter in the pink sheets beginning in April 1998. Ambassador was delisted from the Chicago Stock Exchange in August 1999, and has traded very sporadically in the pink sheets since that time.

Accordingly, I find that it is appropriate in the public interest to GRANT the Division's Motion and I ORDER, pursuant to Section 12(j) of the Securities Exchange Act of 1934, that the registration of the common stock of Ambassador Eyewear Group, Inc. BE, AND HEREBY IS, REVOKED.