SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                        Commission File Number 000-33231
                                               ---------


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

      For period ended May 31, 2004

[_]   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:


                                     PART I

                             REGISTRANT INFORMATION

      Full name of registrant Hy-Tech Technology Group, Inc.
                              --------------------------------------------------

      Address of principal executive office 1840 Boy Scout Drive
                                            ------------------------------------

      City, State and Zip Code Fort Myers, Florida 33907
                               -------------------------------------------------



                                     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 appropriate box.)

      [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 Forms 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

                                    NARRATIVE

      State below in reasonable detail the reason why Forms 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.

      Due to unanticipated delays in completing its financial statements for the
quarter ended May 31, 2004, registrant has only recently provided such financial
statements and related data to its independent accountants for review.
Registrant expects its Form 10-QSB to be filed on or before July 20, 2004.

                                     PART IV

                                OTHER INFORMATION

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

      Adam S. Gottbetter, Esq.          (212)               400-69000
--------------------------------------------------------------------------------
                                      (Area Code)       (Telephone Number)

      (2) Have all other periodic reports required under Section 13 or 15(d) or
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)


                            [_] Yes        [X] No

      Registrant has not filed its report on form 10-KSB for the year ended
February 29, 2004.

      (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 reason why a reasonable
estimate of the results cannot be made.

      Registrant ceased its historical operations during the quarter ended May
31, 2004. A reasonable estimate of results for this period cannot be made.


                         HY-TECH TECHNOLOGY 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: July 15, 2004                             By: /s/ Martin Nielson
                                                    ---------------------------
                                                    Martin Nielson, CEO