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| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0058 |
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| FORM 12b-25 | SEC FILE NUMBER
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| | CUSIP NUMBER |
| NOTIFICATION OF LATE FILING | |
(Check one): | x Form 10-K | | o Form 20-F | | o Form 11-K | | o Form 10-Q | | o Form 10-D |
| o Form N-SAR | | o Form N-CSR | | | | | | |
| | | | | | | | | |
| For Period Ended: | | July 31, 2006 |
| o Transition Report on Form 10-K | | | | | | |
| o Transition Report on Form 20-F | | | | | | |
| o Transition Report on Form 11-K | | | | | | |
| o Transition Report on Form 10-Q | | | | | | |
| o 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: |
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PART I — REGISTRANT INFORMATION |
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Crystal International Travel Group, Inc. |
Full Name of Registrant |
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Former Name if Applicable |
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2160 Headquarters Plaza, 10th Floor |
Address of Principal Executive Office (Street and Number) |
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Morristown, New Jersey 07960 |
City, State and Zip Code |
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 reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 Form 10-Q or subject distribution report on Form 10-D, 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Due to issues regarding its warrants and convertible securities, the Registrant is unable to finalize the audit of its financial statements for the year ended July 31, 2006 by October 30, 2006 without unreasonable effort and expense. The Registrant will file its Form 10-KSB as soon as practical.
SEC 1344 (03-05) | | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
| Fabrizzio Busso-Campana | | 973 | | 644-0900 |
| (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 answer is no, identify report(s). |
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| | | | | x Yes o No |
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(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? |
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| | | | | o Yes x No |
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| 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. |
| Crystal International Travel 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 | | October 30, 2006 | | By | | /s/ Frabrizzio Busso-Campana |
| | ![](https://capedge.com/proxy/NT 10-K/0001104659-06-069613/g228582dei001.jpg)
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| | | CERTIFIED PUBLIC ACCOUTANTS |
Due to issues regarding its warrants and convertible securities, the Registrant is unable to finalize the audit of its financial statements for the year ended July 31, 2006 by October 30, 2006 without unreasonable effort and expense. The Registrant will file its Form 10-KSB as soon as practicable.
Scharf Pera & Co., PLLC
Certified Public Accountants
Charlotte, North Carolina
October 27, 2006
Charlotte Office 4600 Park Road, Suite 112 Charlotte, Nort Carolina 28209 704-372-1167 704-337-3259 FAX | | Lake Norman Office 18137 W. Catawba Avenue Corneliue, North Carolina 28031 704-895-6502 FAX 704-895-6476 |
| E-MAIL ADDRESS: accountants@scharlpera.com | |