Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                              Commission File Number 0-19796

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

For Period Ended:       May 31, 2002

[ ] Transition Report on Form 10-K and Form 10-KSB

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q and Form 10-QSB

[ ] 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: Not applicable

                                     PART I
                             REGISTRANT INFORMATION

Full Name of Registrant:      Airtech International Group, Inc.

Former Name if Applicable:    N/A

Address of Principal Executive Office
(Street and Number):
     24 Corporate Plaza, Suite 100
(City, state and zip code):
     Newport Beach, California  92660

                                     PART II
                             RULE 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, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
          will be filed on or before the 15th calendar day following the
          prescribed due date; or the subject quarterly report or transition
          report on Form 10-Q, 10-QSB 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

State below in reasonable detail the reasons why Form 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed).

The Registrant is unable to file its annual report on Form 10-K within the
prescribed time because the Company is still in the process of obtaining certain
information required for the completion of the report.

                                     PART IV
                                OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this

         Fred G. Luke               (949)            717-0629

         (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 other
         shorter period that the Registrant was required to file such report(s)
         been filed? If the 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?

                                 [ ] 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.

                        Airtech International Group, Inc.
                  [Name of Registrant as Specified in Charter]

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  8/13/02     By: /s/  Fred G. Luke
                           Fred G. Luke

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.


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 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, DC 20549, in accordance with Rule 0-3 of the General
   Rules and Regulations under the Act. The information contained in or filed
   with the form will be made a matter of the public record in the Commission

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 12-25 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 or apply for an adjustment in filing date pursuant to Rule
   13(b) of Regulation S-T.