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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 33-31068
CUSIP NUMBER 747723-10-4
(Check One):
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[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 1997
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[ ] 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:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: (Not applicable)
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PART I -- REGISTRANT INFORMATION
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THE QUARTZ GROUP, INC.
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Full Name of Registrant
Brown Disc Products Company, Inc.
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Former Name if Applicable
3029 S. Harbor Blvd.
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Address of Principal Executive Office (Street and Number)
Santa Ana, California 92704
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City, State and Zip Code
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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 Rules 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,
[ ] | 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, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
Reference is made to EXHIBIT 1 attached hereto which is incorporated herein by
reference.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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David J. Lopes (714) 429-5984
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(Name) (Area Code) (Telephone Number)
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(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 of
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.
Reference is made to EXHIBIT 2 attached hereto which is incorporated herein by
reference.
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BROWN DISC PRODUCTS COMPANY, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: September 26, 1997 By: David J. Lopes
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David J. Lopes, President
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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
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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EXHIBIT 1
STATEMENT IN RESPONSE TO PART III
The Quartz Group, Inc. ("Registrant"), formerly named Brown Disc
Products Company, Inc., will not be able to complete its Form 10-KSB,
including audited financial statements for the fiscal year ended June 30,
1997, before October 31, 1997. Delays are anticipated due to a delay in the
completion of its audited financial statements and the dedication of time by
new management to reorganizing the Registrant's business and seeking
additional capital following a relocation of the Registrant's facilities from
Colorado to California and the sale of certain portions of its software media
disc duplication business (the sale of assets was reported in the Registrant's
Current Report on Form 8-K dated as of June 2, 1997).
EXHIBIT 2
STATEMENT IN RESPONSE TO PART IV-(3)
Registrant's results of operations for the fiscal year ended June 30,
1996 resulted in a net loss of $1,121,488 before extraordinary item, or
$(0.35) per common share, and a net loss attributable to common shares after
extraordinary item of $857,494, or $(0.27) per share.
For the nine months ended March 31, 1997, the Registrant reported a net
loss of $604,504, or $(0.11) per common share. Results of operations for the
three months ended March 31, 1997 were a net loss of $205,054, or $(.04) per
share. Reference is made to the Registrant's Report on Form 10-QSB for the
Quarterly Period ended March 31, 1997.
Management believes that the recent disposition of its software media
disc duplication and distribution business and relocation of its facilities to
smaller offices have reduced the Registrant's monthly operating expenses for
selling, general and administrative expenses. Headquartered in Santa Ana,
California since June 1997, the Registrant is focusing its available resources
and personnel on the development and sale of quartz glass products for use in
the manufacture of integrated circuits by the semiconductor industry. Initial
sales have been obtained, with manufacturing temporarily being contracted to
third parties. Management is also seeking the acquisition of assets or other
businesses in the industry of fabricating and supplying quartz glass products.
Notwithstanding reductions in monthly overhead, the Registrant incurred
charges for the relocation of its facilities and disposition of its software
media disc duplication and distribution business that will be reviewed in the
course of the audit of its fiscal year-end financial statements. Subject to
possible adjustment in the course of its year-end audit, the Registrant
incurred continuing losses from operations during the fiscal year ended June
30, 1997 in an amount estimated at approximately $954,000; investors are
cautioned, however, that management of the Company does not believe a
completely accurate statement of its results for the fiscal year ended June
30, 1997 can be made until the Registrant's independent certified public
accountants have completed their review of the Registrant's financial
statements and related transactions for the fiscal year then ended.
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