UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(CHECK ONE): |_| FORM 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: August 31, 2003
|_| 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: ________
READ INSTRUCTION (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
NAPOLI ENTERPRISES, INC.
Full Name of Registrant
NA
Former Name if Applicable
35, Vlaicu Pircalab str.
Address of Principal Executive Office (STREET AND NUMBER)
Chisinau, Rep. of Moldova
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 reasons 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,11-K or 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 (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.
As disclosed in a current report filed by the Company on Form 8-K on July
16, 2003, on July 14, 2003, the Company entered into a stock purchase agreement
(the "Stock Purchase Agreement") with the shareholders ("Novotech Shareholders")
of Novotech Holdings, Inc. ("Novotech"), a corporation organized under the laws
of the British Virgin Islands. The transactions contemplated by the Stock
Purchase Agreement will result a change of control of the Company to the
Novotech Shareholders. The Novotech Shareholders together own 100% percent of
the issued and outstanding capital stock of Novotech. Novotech, in turn, owns an
approximate 99% ownership interest in Lion Gri, S.R.L. ("Lion Gri"), a company
organized under the laws of the Republic of Moldova which is engaged in the
production and sale of wine.
Pursuant to the Stock Purchase Agreement, the Novotech Shareholders will
sell to Napoli approximately 90% of the issued and outstanding capital stock of
Novotech and thereby a controlling indirect ownership interest in Lion Gri. As
consideration for the promise to transfer a controlling interest in Novotech and
Lion Gri, the Company issued to the Novotech Shareholders 34,474,451
newly-issued shares of common stock of Napoli constituting approximately 87% of
Napoli's outstanding capital stock after such issuance on a fully-diluted basis.
The Company is currently completing the transactions contemplated by the
Stock Purchase Agreement. This process has made it impossible for the company
its quarterly report without unreasonable effort or expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
VEASTI CIUMAC 516 707-1824
(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). YES
- --------------------------------------------------------------------------------
(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? 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.
NAPOLI ENTERPRISES, 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 10/14/03 /s/ Greg Sonic
--------------------------
Greg Sonic
Chairman and CEO