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                                                            SEC FILE NUMBER
                                                               000 32053
                                                              CUSIP NUMBER

                                  UNITED STATES
                             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: June 30, 2004
                   [ ]   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:



Full Name of Registrant

Industries International, Incorporated
Former Name if Applicable

Address of Principal Executive Office (Street and Number)

4/F Wondial Building, Keji South 6 Road
Shenzhen High - Tech Industrial Park, Shenzhen Road
Shenzhen, People's Republic of China
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
             (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
   |X|           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.

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Indicate below in reasonable detail the reasons why the Form 10-K, 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)

Due to the Registrant's recent change in accountant as reported on a Current
Report to be filed on Form 8-K on August 17, 2004, the financial statements were
unable to be completed and reviewed by the Registrant's auditors within the
prescribed time period.


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

Mitchell S. Nussbaum                212                      407-4159
--------------------       --------------------       --------------------
       (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 reports) 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? |_| 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.


                     Industries International, Incorporated
                  (Name of Registrant as Specified in Charter)

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

Date :    August 17, 2004                     By:  /s/ Kit Tsui
                                                  Name:  Kit Tsui
                                                  Title: Chief Executive Officer

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.


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                              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 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 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.

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