UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-25668
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(Check One): [ ] Form 10-K and Form 10-KSB [X] Form 10-Q and Form 10-QSB
[ ] Form 20-F [ ] Form 11-K [ ] Form N-SAR
For Period Ended: March 31, 2001
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[ ] 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:
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
Global Technologies, Ltd.
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Full Name of Registrant
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Former Name if Applicable
The Belgravia, 1811 Chestnut Street, Suite 120
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Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19103
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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)
[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, Form 20-F, 11-K, 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
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 reasons why the Form 10-K and Form
10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or other transition report or
portion thereof, could not be filed within the prescribed period.
The Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2001 cannot be filed within the prescribed time period without
unreasonable effort and expense for the following reasons:
* The Company's Chief Financial Officer (the "CFO"), who was primarily
responsible for the Company's periodic filing obligations, resigned
from his position with the Company on March 31, 2001. Thus, at the end
of the March 31, 2001 quarter (the "Quarter"), 45 days before the
filing date of the 10-QSB for the Quarter, the Company lost the
services and know-how of the individual who would have been primarily
responsible for preparing the 10-QSB. The Company has retained an
independent contractor (the "Substitute") to fill in for the CFO on a
temporary basis. The Substitute does not have the familiarity with the
Company, its transactions and books that the CFO did, and requires
additional time. In addition, the Company's workforce has been reduced
by almost 40%. Part of this reduction in workforce included the
Company's bookkeeper, who assisted the CFO in preparing the financial
portions of periodic reports. Because of these circumstances, the
Company cannot have the financial portion of the 10-QSB for the
Quarter prepared by the prescribed filing date.
* During the Quarter, the Company was involved in the following
situations that have complex accounting treatments and financial
statement disclosures that are new to the Company:
1) On March 24, 2001, one of the Company's consolidated subsidiaries
filed a petition for relief under Chapter 11 of the United States
Bankruptcy Code.
2) On February 15, 2001, in response to a lawsuit initiated and
temporary restraining order obtained by two parties that have
made equity investments in the Company and loaned funds to the
Company on a secured basis, the Company entered into a Settlement
Agreement with these parties (the transaction is hereinafter
referred to as the "Settlement"). The Settlement involved the
transfer of assets to, amendment of the rights and preferences of
certain preferred equity held by, and the issuance of unsecured
debt to, these parties.
The ramifications of the bankruptcy and the Settlement with
respect to the Company's financial reporting for the Quarter are
complex and extensive.
3) Lastly, the Company is experiencing delays in the collection of
certain information required to be included in the 10-QSB for the
Quarter and in preparing its final report.
Despite these difficulties, the Substitute is working diligently to
complete the 10-QSB for the Quarter in a timely manner and the Company hereby
represents that the Quarterly Report on Form 10-QSB for the Quarter will be
filed no later than the 5th calendar day following the prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
S. Lance Silver, Esq. 215 972-8191
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(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 statement 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, if appropriate, state the reasons why a reasonable estimate of the results
cannot be made.
For the quarter ended March 31, 2001, the Company anticipates a significant
change in results of operations from the corresponding nine months ended March
31, 2000. The Company's conclusion is based on charges to the Company's earnings
for the period ended March 31, 2001 related to the Settlement, and a write down
of certain lottery assets and losses incurred during the period. Due to the
complex nature of third quarter transactions and other events as noted in Part
III above, the Company is finalizing the effect of these transactions on the
period ended March 31, 2001.
Signature
Global Technologies, Ltd.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 15, 2001 By: /s/ Irwin L. Gross
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