CORNICHE GROUP INC /DE
NT 10-K, 2000-03-31
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<PAGE>   1

                                 SEC FILE NUMBER
                                     0-10909


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING

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

            For Period Ended: December 31, 1999
            [ ] 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 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

Corniche Group Incorporated
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable


610 South Industrial Blvd., Suite 220
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)


Euless, Texas 76040
- --------------------------------------------------------------------------------
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 Park 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, 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 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 Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

The auditors are in the process of reviewing the final report to be filed.

<PAGE>   2

                                     PART IV
                                OTHER INFORMATION

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

<S>       <C>                    <C>     <C>               <C>    <C>
     Robert H. Hutchins                  (817)                    283-4250
- ----------------------------     ----------------------    ---------------------
          (Name)                     (Area Code)             (Telephone Number)
</TABLE>

(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).                                      [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 incurred a net loss of approximately $1,169,500 in the 12-month
period ended December 31, 1999, as compared to net losses of approximately
$447,600 and $263,800, respectively, in the nine-month period ended December 31,
1998, and the three month period ended March 31, 1998, respectively.

                           Corniche Group Incorporated
             ------------------------------------------------------
                    (Name of Registrant as Specified in Charter)

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

<TABLE>

<S>  <C>   <C>                            <C>   <C>
Date       March 30, 2000                 By:   /s/ Robert H. Hutchins
     -----------------------------              ----------------------
                                                Robert H. Hutchins
                                                President
</TABLE>


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


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