SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q
(Mark  One)

[  ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF  1934.

For  the  quarterly  period  ended       September  30,  2002
                                     --------------------------
                                       OR

[  ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT  OF  1934.

For  the  transition  period  from  _______________  to  _______________

                        Commission file number    0-27415
                                                  -------

                              The Topaz Group, Inc.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

               Nevada                                    91-1762285
               ------                                    ----------
    (State or Other Jurisdiction                      (I.R.S. Employer
    of Incorporation or Organization)                 Identification No.)


                            126/1 Krungthonburi Road
                           Banglampoo Lang, Klongsarn
                             Bangkok 10600 Thailand
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)         (Zip Code)

    Registrant's Telephone Number, including area code     (011) 662-439-4621
                                                           ------------------
                                     - N/A -
--------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

     Indicate  by  check  mark whether the registrant: (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.

Yes   X   No
    ----









<PAGE>

PART  I.     FINANCIAL  INFORMATION                                        Page

ITEM  1.     Financial  Statements

             Consolidated Balance Sheets as of December 31, 2001 and
               September 30, 2002 (Unaudited)                                3

             Consolidated Statements of Earnings for the Three Months and
               Nine Months Ended September 30, 2001 and 2002 (Unaudited)     4

             Consolidated  Statements  of Cash Flows for the Nine Months
               Ended September 30,  2001  and  2002  (Unaudited)             5

             Notes to Consolidated Financial Statements (Unaudited)          6

ITEM  2.     Management Discussion and Analysis of Financial Condition
             and Results of Operations                                       7

ITEM  3.     Quantitative and Qualitative Disclosures About Market Risks    11

ITEM  4.     Controls and Procedures                                        13

PART  II.     OTHER INFORMATION

ITEM  1.     Legal Proceedings                                              14

ITEM  2.     Changes in Securities and Proceeds                             14

ITEM  3.     Defaults Upon Senior Securities                                14

ITEM  4.     Submission of Matters to a Vote of Security Holders            14

ITEM  5.     Other Information                                              14

ITEM  6.     Exhibits and Reports on Form 8-K                               14


<PAGE>

                     The Topaz Group, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                                  <C>           <C>

                                                      December 31, September 30,
 ASSETS                                                   2001          2002
CURRENT ASSETS                                       ------------  -----------
                                                                   (Unaudited)

 Cash and cash equivalents                           $    351,565  $   353,779
 Accounts receivable, net of allowance of
  $788,369 and $823,066                                 5,891,767    4,122,328
 Inventories                                           19,004,800   24,921,342
 Prepaid expenses and deposits                            372,285      507,343
                                                     ------------  -----------
   Total current assets                                25,620,417   29,904,792

PROPERTY AND EQUIPMENT - NET                            2,308,017    2,469,240

OTHER ASSETS                                               36,928       56,552
                                                     ------------  -----------
   Total assets                                      $ 27,965,362  $32,430,584
                                                     ============  ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Lines of credit                                     $  2,054,698  $ 3,964,491
 Accounts payable                                       2,559,005    4,734,895
 Accrued liabilities                                    1,171,030    1,393,018
 Payables to related party                                546,061    1,465,205
                                                     ------------  -----------
   Total current liabilities                            6,330,794   11,557,609

REDEEMABLE ORDINARY SHARES                              4,736,115    4,818,550

COMMITMENTS                                                     -            -

STOCKHOLDERS' EQUITY
 Class A preferred stock, liquidation preference of
  $8,130,570 and $7,724,617                             3,555,511    3,555,511
 Class B preferred stock, liquidation preference of
  $2,811,193 and $2,670,833                                 1,007        1,007
 Common stock                                               2,135        2,135
 Additional paid in capital                             1,673,330    1,673,330
 Retained earnings                                     11,666,470   10,822,442
                                                     ------------  -----------
                                                       16,898,453   16,054,425
                                                     ------------  -----------

     Total liabilities and stockholders' equity      $ 27,965,362  $32,430,584
                                                     ============  ===========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.

                                        3
<PAGE>


                     The Topaz Group, Inc. and Subsidiaries

                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

<TABLE>
<CAPTION>
<S>                                            <C>          <C>          <C>           <C>

                                                Three months ended September 30, Nine months ended September 30,
                                               --------------------------------  -------------------------------
                                                  2001              2002               2001         2002
                                               -----------       -----------       ------------  ------------
Sales                                          $5,525,989       $6,778,121         $15,012,234   $17,309,616
Cost of goods sold                              3,902,092        6,191,576          10,569,007    15,070,429
                                               -----------       -----------       ------------  ------------
  Gross profit                                  1,623,897          586,545           4,443,227     2,239,187

Selling, general and administrative expenses      918,036          945,452           2,795,133     2,973,140
                                               -----------       -----------       ------------  ------------
  Earnings (loss) from operations                 705,861         (358,907)          1,648,094      (733,953)

Other income (expense)
    Exchange rate gain (loss)                     (17,906)           3,596             (35,633)        6,173
    Interest expense                              (26,969)        (139,929)            (54,817)     (198,525)
    Gain (loss) on remeasurement                   28,619          281,027           1,319,063       (14,208)
    Other, net                                     17,013           27,550              47,472        96,485
                                               -----------       -----------       ------------  ------------
                                                      757          172,244           1,276,085      (110,075)
                                               -----------       -----------      ------------  ------------
NET EARNINGS (LOSS)                            $  706,618       $ (186,663)       $ 2,924,179   $  (844,028)
                                               ===========      ===========       ============  ============
NET EARNINGS (LOSS) PER SHARE:
 Basic                                          $    0.49       $    (0.09)       $      2.41   $     (0.40)
                                               ===========      ===========       ============  ============
 Diluted                                        $    0.12       $    (0.09)       $      0.48   $     (0.40)
                                               ===========      ===========       ============  ============

</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.


                                        4
<PAGE>


                     The Topaz Group, Inc. and Subsidiaries
                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

<TABLE>
<CAPTION>


<S>                                                    <C>           <C>
                  Nine months ended September 30,          2001          2002
                                                       ------------   ------------
Increase (Decrease) in Cash and Cash Equivalents
Cash flows from operating activities
 Net earnings (loss)                                    $ 2,924,179   $  (844,028)
 Adjustments to reconcile net earnings to net
  cash provided by (used in) operating activities
  Depreciation and amortization                             111,014       132,241
  Remeasurement of redeemable ordinary shares              (123,369)       82,435
  Changes in assets and liabilities:
   Receivables                                              832,264     1,769,439
   Inventories                                           (3,602,511)   (5,916,542)
   Prepaid expenses and deposits/other assets              (742,460)     (154,682)
   Payables                                              (1,833,718)    1,738,089
   Accrued liabilities                                    1,894,675     1,578,933

     Net cash used in operating activities                 (539,926)   (1,614,115)

Cash flows from investing activities
 Purchases of property and equipment                       (189,605)     (293,464)

     Net cash used in investing activities                 (189,605)     (293,464)
                                                       -------------   -----------
Cash flows from financing activities
 Borrowings on line of credit, net                          692,294     1,909,793
                                                       -------------   -----------
     Net cash provided by financing activities              692,294     1,909,793
                                                       -------------   -----------
Net increase (decrease) in cash and cash equivalents        (37,237)        2,214

Cash and cash equivalents at the beginning of period        321,734       351,565
                                                       -------------  ------------
Cash and cash equivalents at the end of period          $   284,497   $   353,779
                                                       =============  ============

Supplemental disclosure of cash flow information:
 Cash paid during the period
  Interest                                               $    54,817  $   186,355
                                                       =============  ============

</TABLE>




The  accompanying  notes  are  an  integral  part  of  these  statements.


                                        5
<PAGE>



                     The Topaz Group, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE  A  -  FINANCIAL  STATEMENTS

     The  unaudited  consolidated  financial  statements  of the Company and its
     subsidiaries  have  been  prepared by the Company pursuant to the rules and
     regulations  of the Securities and Exchange Commission. Certain information
     and footnote disclosures normally included in financial statements prepared
     in  accordance  with generally accepted accounting principles of the United
     States  of  America  (GAAP) have been condensed or omitted pursuant to such
     rules  and  regulations.  The results of operations for interim periods are
     not  necessarily  indicative  of  the results to be expected for the entire
     fiscal  year  ending  December  31,  2002. This form 10-Q should be read in
     conjunction with the form 10-K that includes audited consolidated financial
     statements  for the years ended December 31, 2000 and 2001, and the related
     consolidated  statements  of  earnings, stockholders' equity and cash flows
     for  the  three  years  in  the  period  ended  December  31,  2001.

NOTE  B  -  BASIS  OF  PRESENTATION

     The  accompanying consolidated financial statements include the accounts of
     the  Company  and  its  wholly-owned Thailand subsidiaries, Creative Gems &
     Jewelry  Limited  (Creative),  Advance Gems & Jewelry Limited (Advance) and
     Advance  Gems Manufacturing Co., Ltd (Advance Manufacturing) (collectively,
     the  Subsidiaries).  All significant intercompany accounts and transactions
     have been eliminated. Except as otherwise disclosed all amounts are in U.S.
     dollars.

NOTE  C  - NEW ACCOUNTING PRONOUNCEMENTS

     The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
     64,  Amendment  of  FASB  Statement  No. 13, and Technical Corrections," on
     April  30,  2002. Statement No. 145 rescinds Statement No.4, which required
     all  gains and losses from extinguishments of debt to be aggregated and, if
     material,  classified  as  an extraordinary item, net of related income tax
     effect.  Upon  adoption of Statement No. 145, companies will be required to
     apply  the  criteria  in  APB  Opinion  No.  30,  "Reporting the Results of
     Operations  - reporting the Effects of Disposal of a Segment of a Business,
     and  Extraordinary,  Unusual  and  Infrequently  Occurring  Events  and
     Transactions"  in  determining  the  classification  of  gains  and  losses
     resulting  from the extinguishments of debt. Statement No. 145 is effective
     for  fiscal  years  beginning  after  May  15,  2002.  The adoption of this
     pronouncement is not expected to affect the Company's results of operations
     and  financial  position.

     In  June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal  Activities."  This  standard requires
     companies  to  recognize  costs associated with exit or disposal activities
     when  they  are incurred rather than at the date of a commitment to an exit
     or  disposal  plan. Examples of costs covered by the standard include lease
     termination  costs and certain employee severance costs that are associated
     with  a  restructuring,

                                        6
<PAGE>

     discontinued  operation, plant closing, or other exit or disposal activity.
     SFAS  No. 146 is to be applied prospectively to exit or disposal activities
     initiated  after  December  31, 2002. The adoption of this pronouncement is
     not  expected  to  affect the Company's results of operations and financial
     position.

NOTE  D  -  INVENTORIES

Inventories  consist  of  the  following:

                         December 31,   September 30,
                             2001          2002
                        -------------   -------------

Raw  materials          $    981,139     $  3,975,104
Finished  stones          17,200,314       19,029,700
Finished  jewelry            823,347        1,916,538
                        -------------   -------------
                        $ 19,004,800     $ 24,921,342
                        =============   =============

NOTE  E  -  EARNINGS  (LOSS)  PER  COMMON  SHARE
The  components  of basic and diluted earnings (loss) per share were as follows:
<TABLE>
<CAPTION>
<S>                                      <C>          <C>             <C>          <C>

                                           Three months ended           Nine months ended
                                              September 30,                September 30,
                                         -----------------------      -----------------------
                                             2001        2002           2001         2002
                                         ----------  -----------     ----------   -----------
BASIC
Net earnings (loss)                      $  706,618  $ (186,663)     $2,924,179   $ (844,028)
                                         ==========  ===========     ==========   ===========
Weighted average outstanding
  shares of common stock                  1,433,677   2,134,886       1,213,489    2,134,886

Net earnings (loss) per share            $     0.49  $    (0.09)     $     2.41   $    (0.40)
                                         ==========  ===========     ==========   ===========
DILUTED
Net earnings (loss) available to
  common shareholders                    $  706,618  $ (186,663)     $2,924,179   $ (844,028)
                                         ==========  ===========     ==========   ===========
Weighted average outstanding
  shares of common stock                  1,433,677   2,134,886       1,213,489    2,134,886

Dilutive effect of preferred shares (1)   4,618,772           - (2)   4,838,960            - (2)
                                         ----------  -----------     ----------   -----------
Common stock and potentially issuable
  common stock                            6,052,449   2,134,886       6,052,449    2,134,886

Net earnings (loss) per share            $     0.12  $    (0.09)     $     0.48   $    (0.40)
                                         ==========  ===========     ==========   ===========
</TABLE>


(1)  The  dilutive  effect  of warrants outstanding during each of the presented
     periods  was  immaterial  to  these  computations.

(2)  Excluded  from  computation  due  to  their  anti-dilutive  effect.

                                        7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

     The  following  discussion  of  the  financial  condition  and  results  of
operations  should  be  read  in  conjunction  with  the  consolidated financial
statements and related notes thereto.  The following discussion contains certain
forward-looking  statements  that  involve  risk  and uncertainties.  Our actual
results could differ materially from those discussed herein.  Factors that could
cause  or  contribute to such differences include, but are not limited to, risks
and  uncertainties related to the need for additional funds, the rapid growth of
the  operations  and  our ability to operate profitably after the initial growth
period  is  completed.

NINE  AND  THREE  MONTHS  ENDED  SEPTEMBER  30,  2002  AND  SEPTEMBER  30,  2001

     Sales.  Total  sales  for  nine  months  ended  September  30,  2002  were
$17,309,616  compared  to  $15,012,234  for  the nine months ended September 30,
2001,  an  increase of 15.3%. This increase is due to our perception of improved
consumer  confidence  in  the  US  economy.  Revenues for the three months ended
September  30,  2002  were  $6,778,121,  which  represents a 22.7% increase from
$5,525,989  during  the  comparable quarter of the year ended December 31, 2001.
Sales  increased  for the third quarter ended September 30, 2002 compared to the
same  period of the previous year as a result of increased orders from a limited
number  of  existing  large  retail  customers.  The retail market in the US has
represented  approximately  80% of the Company's annual sales for the first nine
months  of  fiscal  2002.

     Cost  of Goods Sold. Cost of goods sold for the nine months ended September
30,  2002  was  $15,070,429 representing 87.1% of sales, compared to $10,569,007
for  the nine months ended September 30, 2001, which represented 70.4% of sales.
Cost  of goods sold for the three months ended September 30, 2002 was $6,191,576
or  91.3%  of sales as compared to $3,902,092 or 70.6% of sales during the three
months ended September 30, 2001. The increase in cost of goods sold was due to a
combination  of  the following factors: significant decrease in the yield of the
topaz  stone  production,  write  off  of  diamond  inventory  residual, delayed
recovery  in the demand for jewelry products for most of the Company's customers
causing  weakness in the profit margin, and shift in product mix to lower margin
jewelry  products.

     Decrease  in  the yield of topaz stone production: Approximately 60% of the
Company's  sales are represented in Topaz stone production. As such, the Company
purchases  rough  white  topaz, cuts the stone, colors and polishes the finished
product.  This stone is sold as a finished product and is also manufactured into
a  variety  of jewelry products. The yield on this product is represented by the
weight  loss  that  occurs  between  the  rough  purchase  and production of the
finished  product. During 2001 the yield on the stone averaged approximately 17%
and for the nine months ended September 30, 2002 the yield averaged 12%. The net
effect  is a decrease in margins for our two revenue segments as follows: margin
for  stone  manufacturing decreased by approximately 14% and margins for jewelry
production  decreased  by  5%. The yield loss is attributed to quality issues in
the  rough stone and production systems pertaining to the sorting and grading of
the  stone  prior  to  the  first  cut.

     Write  off  of  diamond  inventory  residual:  The  Company purchases rough
diamonds  in  the open market. During the second and third quarters of 2002, the
Company  purchased  lower  grade  diamonds for specific lower margin orders. The
quality  of  the  diamonds  represented  poor cutting accuracy and resulted in a

                                        8
<PAGE>

significant  waste  factor  in  the stones. This waste factor caused the average
cost  per  carat of the diamonds to increase. In addition, the Company wrote off
roughly  $250,000  in  diamond  waste  that had accumulated from the current and
prior  periods.

     Jewelry  Cost per Unit Increase: The Company maintains two specific revenue
centers:  stone  production  and  jewelry  manufacturing.  Jewelry  represents
approximately  60%  of  total  sales  and  stones represent approximately 40% of
sales.  Under  the  stone  component,  the  overhead costs (primarily labor) are
piecework;  therefore,  direct  labor  per  piece  remains  constant per unit of
production.  Under  the  jewelry  component,  the  Company uses salaried skilled
labor. Therefore, significant shifts in demand to smaller stones and lower price
point  products  cause  actual gross margins to decrease relative to the jewelry
component. To a lesser degree, manufacturing costs for smaller stones are higher
per  carat.

     Selling,  General  and  Administrative  Expenses.  Operating  costs  were
$2,973,140 or 17.2%, and $945,452, or 14.1% of sales, respectively, for the nine
and  three  months ended September 30, 2002, as compared to $2,795,133, or 18.6%
and  $918,036,  or  16.6%,  respectively,  for  the  nine and three months ended
September  30,  2001.  The  increase  is  primarily attributed to an increase in
general  and administrative salaries and legal and accounting professional fees.

     Earnings  (Loss) from Operations. Net loss from operations for the nine and
three  months  ended  September  30,  2002,  was  ($733,953)  and  ($358,907),
respectively,  compared  to  a  net  earnings  from operations of $1,648,094 and
$705,861,  respectively, for the nine and three months ended September 30, 2001.
The  losses  are  due,  primarily,  to an increase in cost of sales and selling,
general  and  administrative  expenses.

     Other  Income  (Expenses).  Other  income  (expense)  was  ($110,075)  and
$172,244,  respectively, for the nine and three months ended September 30, 2002,
as  compared to $1,276,085 and $757, respectively, for the nine and three months
ended  September  30,  2001,  or  a net change of ($282,319) and $1,275,328. The
change  is primarily due to gains (losses) resulting from currency fluctuations.
The  remeasurement gain (loss) was ($14,208) and $281,027, respectively, for the
nine  and  three  months  ended  September  30, 2002, compared to $1,319,063 and
$28,619,  respectively,  for the nine and three months ended September 30, 2001.
The  reduced  effect of currency fluctuations was principally due to the Company
now  using  US  Dollars  for  the  majority  of  its  sales  transactions.

     Net Earnings (Loss). Net loss for the nine and three months ended September
30,  2002  was  ($844,028) and ($186,663), respectively, compared to earnings of
$2,924,179  and  $706,618,  respectively,  for  the  nine and three months ended
September  30, 2001. The difference is largely attributed to an increase in cost
of  sales  and  effects  of  foreign  currency  fluctuations.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Our  principal  source  of  working  capital  is  income  from  operations,
borrowings  under  our  revolving  credit facilities and short-term loans from a
company  affiliate.  As of September 30, 2002, we had a cash and cash equivalent
balance  of  $353,779  and  working  capital  of  $18,347,183.

     Our  operating  activities  used  cash of $1,614,115 during the nine months
ended  September  30,  2002  as compared to $539,926 used during the nine months
ended  September  30,  2001.  The  increase in cash used in operating activities
                                        9
<PAGE>


resulted  primarily  from  increases  in  inventories, and net operating losses.
Inventory  values  increased  primarily  due  to  a recutting vendor return. The
stones  were returned because of the vendor's inability to recut stone inventory
volumes  and qualities specific to the Company's standards. Net losses increased
because  of  increased  cost  of  sales  and  other  operating  expenses.

     The  net  cash  provided  by financing activities for the nine months ended
September 30, 2002 was $1,909,793 compared to $692,294 for the nine months ended
September  30,  2001. This net increase is due to new borrowings on our lines of
credit.

     We  have  line-of-credit  arrangements with two Thai financial institutions
and  a line of credit arrangement with a U.S. financial institution entered into
in  October  1999, April 2000 and October 2001, respectively. The Thai lines are
renewable  automatically on a yearly basis and the U.S. line expires in November
2002;  the  lines  are  also subject to the banks' periodic reviews resulting in
adjustment  of our credit limit. The Thai lines bear interest at a rate equal to
LIBOR  plus  two percent (7.5%-8% as of September 30, 2002); the U.S. line bears
interest  at  prime  plus  1.25% (6% as of September 30, 2002). The 1999 line is
personally guaranteed by two of our directors and collateralized by various real
estate  properties  belonging  to  us and one of our directors. The 2000 line is
also  guaranteed  by two of our directors and secured by a deed on a real estate
property owned by a related party. The U.S. line is secured personally by one of
our  directors, our U.S. receivables and inventory and by a lien on various Thai
real  estate properties and fixed assets of a related party. As of September 30,
2002,  approximately  $2,398,202  was  available  for commercial draft borrowing
under  both  the  1999 and 2000 lines. As of September 30, 2002, the outstanding
balance under the Thai lines of credit and the US line of credit were $2,192,205
and  $1,772,286,  respectively.

     The  effects  on  liquidity  of  carrying  large values of inventory can be
referenced  by  days  of  sales  in inventory. On average, for the twelve months
ended  September  30, 2002 and 2001, inventory would remain on the books for 467
and 408 days, respectively, until sold. The inventory is classified as a current
asset  on  the  balance sheet but restricts the use of working capital until the
inventory  is sold. The increase in inventory days was caused by the build up of
inventories  to  support  the  replenishment of inventories with wholesalers and
retailers.

     Inventory  is  valued  by  applying  a moving average method for valuation.
Under this method of valuation, generally, the finished stone inventory does not
progressively  devalue  with  age  and  the  prices  per carat remain relatively
stable.  The  average  cost  includes  the  raw  cost  of  the  product plus any
additional  costs  to  bring  it  to its current condition including processing,
transportation,  insurance  and  holding costs. Variances in valuation under the
moving  average  cost  method  occur  when stone prices, overhead cost and other
related  costs,  which make up the value of the inventory, vary significantly up
or  down  within the fiscal period. As such, material variances in the inventory
costs  are  identified  and  valued  separately  to  reflect  true  value.

     Our  business  can  be  classified  into two major groups including sale of
finished  jewelry  and finished stones, to a lesser degree. Most of our finished
jewelry  is  made  to  order and is shipped when completed. Inventory valuations
include  the  lesser of manufactured cost or market valuation per unit times the
quantities  on hand. Lower of cost or market is referenced by recent sale prices
of  the  finished stones compared to the cost to produce or acquire such stones.
If  recent  sales  of  an existing stone are not available, current market price
samples  in  the  selling  market  will  dictate the lower of cost or market for
valuation  purposes.


                                       10
<PAGE>

Management  believes  we  have  the  ability to meet our current and anticipated
financing  needs  for  the  next  twelve months with the facilities in place and
funds from operations.  However, given our growth prospects, we may need to seek
increases  in  our credit facilities during the upcoming year to sustain further
revenue  growth.

ITEM 3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT MARKET RISK CURRENCY
         FLUCTUATIONS

1.     FORWARD-LOOKING  STATEMENTS

     From  time  to  time,  we  may  make  certain  statements  that  contain
"forward-looking"  information.  Words  such  as  "anticipate",  "estimate",
"project",  "believe"  and  similar  expressions  are  intended to identify such
forward-looking statements. Forward-looking statements may be made by management
orally  or  in writing, including, but not limited to, in press releases, and as
part  of  the  Financial  Information or Management's Discussion and Analysis or
Plan  of  Operations.

     Such forward-looking statements are subject to certain risks, uncertainties
and  assumptions,  including without limiting those identified below. Should one
or  more  of  these  risks  or  uncertainties  materialize, or should any of the
underlying  assumptions  prove  incorrect,  actual results of current and future
operations  may  vary materially from those anticipated, estimated or projected.
Readers  are  cautioned  not  to  place  undue reliance on these forward-looking
statements,  which  speak  only  as  of  their  respective  dates.

2.     SIGNIFICANT  ACCOUNTING  POLICIES

Revenue  Recognition
--------------------
Revenue  is  recognized  when  goods  are  shipped  to  customers.

Inventories
-----------
Inventories are stated at the lower of cost or market.  Cost is determined using
a  moving  average  method.

Functional  Currency  and  Remeasurement.
----------------------------------------
The  Company's  Thai subsidiaries maintain their books and records in Thai Baht.
However,  their  functional  currency  is  the  US  dollar.  Monetary assets and
liabilities  and  related  income and expense items are remeasured using current
rates.  Certain  nonmonetary  assets  (notably  property  and  equipment)  are
remeasured  at  historical  rates.  Other  nonmonetary  balance  sheet items and
related  revenues,  expenses,  gains  and  losses  are  remeasured using average
exchange rates.  Gains or losses on remeasurement to U.S. dollars from Thai Baht
are  included  in  the  consolidated  statements  of  earnings.


                                       11
<PAGE>

3.     EXCHANGE  RATE  INFORMATION

     Our  Consolidated  Financial  Statements  are prepared in U.S. dollars. The
financial  statements  of  our  foreign  subsidiaries  are  remeasured into U.S.
dollars  in  accordance with Statement of Financial Accounting Standards No. 52.
Fluctuations  in  the  value  of foreign currencies cause U.S. dollar amounts to
change  in comparison with previous periods and, accordingly, we cannot quantify
in any meaningful way, the effect of such fluctuations upon future income.  This
is  due  to  the  constantly  changing  exposure  in  the Thai Baht for our Thai
subsidiaries.

     As of September 30, 2002, the average daily interbank exchange rate for the
Baht  was  trading at 43.35 Baht to one US dollar. The exchange rate in Thailand
has  shown  signs  of recovery in early 2002 and we anticipate this to stabilize
through  the  latter  part  of 2002. Weakening in the Baht may come from the gap
between  the  U.S.  and  Thai  interest rates giving a further boost to exports.
Regions  of  Thailand continue to promote exports to strengthen their economies.
We  are  unable  to predict whether the trends noted above would have a material
effect  on  our  future financial condition or the results of operations and, if
so,  whether  such  an  effect  will  be  positive  or  negative.

4.     EXCHANGE  RATE  FLUCTUATION

                                 THAI BAHT
            -----------------------------------------------
            FIRST QTR   SECOND QTR   THIRD QTR   FOURTH QTR
  2002
  ----
High          44.57       43.82       44.03
Average       43.80       42.85       42.14
Low           43.00       41.26       40.04

  2001
  ----
High          45.00       45.85       45.87       45.07
Average       43.29       45.45       44.98       44.40
Low           42.19       44.68       43.92       43.37

  2000
  ----
High          38.30       39.45       42.77       44.49
Average       37.96       38.67       40.97       43.44
Low           36.71       37.72       39.10       41.88


     Future  volatility in the Baht may come from the continued strength in Thai
exports. Other Asian countries are showing overall weakness in exports and large
technology  industries,  with  the  exception  of  Japan.  Japan's  problems are
primarily  domestic.  Asian  countries  overall  will  weaken  with some support
domestically by China and India. We do not anticipate Thailand to be effected by
Japan's economic downturn and that of surrounding Asian region's, however; there
can  be  no  assurance  of  this.

     We  anticipate  the  cost  of  raw  materials,  which includes precious and
non-precious  metals,  to  show  moderate  cost  decreases  in  the  short-term.


                                       12
<PAGE>

5.     FOREIGN  CURRENCY  RISK

     As  of  September  30,  2001,  we  had  no open forward-contracts. Our Thai
subsidiaries  keep  their  books  in  the  Thai Baht currency. As such, the Thai
balances  are  exposed  to currency gains and losses depending upon the currency
rate fluctuations when compared to the US dollar for the respective periods. The
currency  and  remeasurement  gains and (losses) for nine and three months ended
September  30, 2002 and 2001, were ($14,208), $281,027, $1,319,063, and $28,619,
respectively.

6.     INTEREST  RATE  FLUCTUATIONS

     Our  interest  expenses  and  income  are  sensitive to changes in interest
rates.  As  of  September  30,  2002,  we  had  $3,964,491  in  interest bearing
obligations at various rates, and any fluctuation in the interest rate will have
a  direct  impact on our interest expenses, cash flow and results of operations.

ITEM 4.  CONTROLS  AND  PROCEDURES

(a)  Evaluation  of  Disclosure  Controls  and  Procedures:

     Disclosure  controls and procedures are designed to ensure that information
required  to  be  disclosed in the reports filed or submitted under the Exchange
Act  is  recorded,  processed,  summarized  and reported, within the time period
specified  in  the  SEC's  rules  and forms.  Disclosure controls and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is  accumulated  and  communicated  to management, including the Chief Executive
Officer  and  Chief Financial Officer, as appropriate, to allow timely decisions
regarding  required  disclosure.  Within the 90 days prior to the filing of this
report,  the  Company  carried out an evaluation, under the supervision and with
the  participation  of  the  Company's management, including the Company's Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
upon  and  as  of  the  date of that evaluation, the Chief Executive Officer and
Chief  Financial  Officer  concluded  that the Company's disclosure controls and
procedures  are effective to ensure that information required to be disclosed in
the  reports  the  Company files and submits under the Exchange Act is recorded,
processed,  summarized  and  reported  as  and  when  required.

(b)  Changes  in  Internal  Controls:

     There  were  no  changes  in  the  Company's  internal controls or in other
factors  that could have significantly affected those controls subsequent to the
date  of  the  Company's  most  recent  evaluation.



                                       13
<PAGE>

                                     PART II
                                     -------
                                OTHER INFORMATION
                                -----------------

ITEM  1.     LEGAL  PROCEEDINGS.
               None.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.
               None.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.
               None.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
               None.

ITEM  5.     OTHER  INFORMATION.
               None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

      a.   Exhibits:

           99   Certifications  of Chief Executive Officer and Chief
                Financial Officer pursuant  to  Section  906  of  the
                Sarbanes-Oxley  Act  of  2002

          (b)  Reports  on  Form  8-K.

                None.

                                       14
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

Dated:  November  13,  2002               THE  TOPAZ  GROUP,  INC.

                                 By: /S/ Dr.  Apichart  Fufuangvanich
                                     -----------------------------------
                                     Name:  Dr.  Apichart  Fufuangvanich
                                     Title: Chief  Executive  Officer
                                            (Principal  Executive  Officer)

Dated:  November  13,  2002      By: /S/ Terrance  C.  Cuff
                                     --------------------------------
                                     Name:  Terrance  C.  Cuff
                                     Title:    Chief  Financial  Officer
                                     (Principal  Accounting  Officer)


                                       15
<PAGE>


                                 CERTIFICATIONS

I,  Dr.  Apichart  Fufuangvanich,  certify  that:

     1.   I have reviewed this quarterly report of Form 10-Q of The Topaz Group,
          Inc.;

     2.   Based  on  my  knowledge,  this  quarterly report does not contain any
          untrue  statement  of a material fact or omit to state a material fact
          necessary  to  make the statements made, in light of the circumstances
          under  which such statements were made, not misleading with respect to
          the  period  covered  by  this  quarterly  report;

     3.   Based  on  my knowledge, the financial statements, and other financial
          information  included  in this quarterly report, fairly present in all
          material  respects  the financial condition, results of operations and
          cash  flows of the registrant as of, and for, the periods presented in
          this  quarterly  report;

     4.   The  registrant's  other certifying officers and I are responsible for
          establishing  and  maintaining  disclosure controls and procedures (as
          defined  in  Exchange  Act Rules 13a-14 and 15d-14) for the registrant
          and  we  have:

          a)   Designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly  report  is  being  prepared;

          b)   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and procedures as of a date within 90 days prior to the
               filing  date  of  this  quarterly report (the "Evaluation Date");

          c)   Presented  in  this  quarterly  report  our conclusions about the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on  our  most  recent evaluation, to the registrant's auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing  the  equivalent  function):

          a)   All  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses  in  internal  controls;  and

          b)   Any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  controls;  and



                                       16
<PAGE>

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal  controls or in other factors that could significantly affect
          internal  controls  subsequent  to  the  date  of  our  most  recent
          evaluation,  including  any  corrective  actions  with  regard  to
          significant  deficiencies  and  material  weaknesses.

Date:  November  13,  2002   By:/s/  Dr.  Apichart  Fufuangvanich
                                ---------------------------------
                                Name:  Dr.  Apichart  Fufuangvanich
                                Title:  Chairman  and  Chief  Executive  Officer

                                       17
<PAGE>


                                 CERTIFICATIONS

I,  Terrance  C.  Cuff,  certify  that:

     1.   I have reviewed this quarterly report of Form 10-Q of The Topaz Group,
          Inc.;

     2.   Based  on  my  knowledge,  this  quarterly report does not contain any
          untrue  statement  of a material fact or omit to state a material fact
          necessary  to  make the statements made, in light of the circumstances
          under  which such statements were made, not misleading with respect to
          the  period  covered  by  this  quarterly  report;

     3.   Based  on  my knowledge, the financial statements, and other financial
          information  included  in this quarterly report, fairly present in all
          material  respects  the financial condition, results of operations and
          cash  flows of the registrant as of, and for, the periods presented in
          this  quarterly  report;

     4.   The  registrant's  other certifying officers and I are responsible for
          establishing  and  maintaining  disclosure controls and procedures (as
          defined  in  Exchange  Act Rules 13a-14 and 15d-14) for the registrant
          and  we  have:

     a)   Designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   Evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");

     c)   Presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on  our  most  recent evaluation, to the registrant's auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing  the  equivalent  function):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and


                                       18
<PAGE>


6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  13,  2002        By:  /s/  Terrance  C.  Cuff
                                       -----------------------
                                       Name:  Terrance  C.  Cuff
                                       Title:   Chief  Financial  Officer

                                       19
<PAGE>


                                                                      EXHIBIT 99
                      CERTIFICATION PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

     The  undersigned,  Dr.  Apichart Fufuangvanich and Terrance C. Cuff, hereby
jointly  certify  as  follows:

a)     They  are  the  Chief  Executive Officer and the Chief Financial Officer,
respectively,  of  The  Topaz  Group,  Inc.  (the  "Company");

b)     To  the  best  of their knowledge, the Company's Quarterly Report on Form
10-Q  for  the  quarter  ended September 30, 2002 (the "Report") complies in all
material  respects  with  the  requirements  of  Section 13(a) of the Securities
Exchange  Act  of  1934,  as  amended;  and

c)     To  the  best  of their knowledge, based upon a review of the Report, the
information  contained  in the Report fairly presents, in all material respects,
the  financial condition and results of operations of the Company for the period
certified.

                     By:     /s/  Dr.  Apichart  Fufuangvanich
                             ---------------------------------
                             Name:  Dr.  Apichart  Fufuangvanich
                             Title: Chief  Executive  Officer
                             Date:  November  13,  2002

                     By:     /s/  Terrance  C.  Cuff
                             -----------------------
                             Name:  Terrance  C.  Cuff
                             Title: Chief  Financial  Officer
                             Date:  November  13,  2002

                                       20