U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[ X ] Form 10-K of Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q or Form 10-QSB [ ] Form N-SAR
For the Period Ended : July 31, 1999
[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q [or Form 10-QSB]
[ ] Transition Report on Form N-SAR
For the Transition Period Ended :
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:
Page 1 of 4 sequentially numbered pages
<PAGE>
Part I - Registration Information
THE CASTLE GROUP, INC.
(Full Name of Registrant)
745 Fort Street #1000
Honolulu, Hawaii 96813
(Address and Principal Executive Office)
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.)
[ x ] (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 or Form 10-KSB,
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 or transition report on Form 10-Q [or
Form 10-QSB], or portion thereof will be filed
on or before the fifth calendar day following
the prescribed due date; and
[ x ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
Part III-Narrative
The audited financial statements could not be completed before the due date
of the Form 10K-SB. Certain audit procedures could not be completed without
unreasonable effort or expenses.
The audit procedures will be completed and the 10K-SB will be filed on or
before the fifteenth calendar day following the due date of the filing.
The accountant's statement has been attached
2
<PAGE>
PRICEWATERHOUSECOOPERS LLP
999 Bishop Street 19th Floor
Honolulu, Hawaii 96813
Mr. Michael S. Nitta
Chief Financial Officer
The Castle Group, Inc.
745 Fort Street, Tenth Floor
Honolulu, Hawaii 96813
October 29, 1999
Dear Mr. Nitta:
You have furnished us with a copy of your "Notification of Late Filing" on
Form 12b-25 dated October 29, 1999.
We are in agreement with the comments under Part III of the Form with respect
to the reasons why we are unable to furnish our report on the financial
statements of The Castle Group, Inc. and Subsidiary on or before the date the
Form 10-KSB of The Castle Group, Inc. for the year ended July 31, 1999 is
required to be filed.
/s/ PricewaterhouseCoopers LLP
3
<PAGE>
Part IV-Other Information
(1) Name and telephone number of person to contact in regard to
this notification.
Michael S. Nitta (808) 524-0900
- --------------------- ------------------
(Name) (Telephone Number)
(2) Have all other periodic reports required [x] Yes [ ] No
under Section 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 the
answer is no identify report(s).
(3) Is it anticipated that any significant [ ] Yes [x] No
change in results of operation 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? 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 CASTLE GROUP, INC.
(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 29, 1999 By /s/ Michael S. Nitta
------------------------------
Michael S. Nitta
Chief Financial Officer
4
<PAGE>
