UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-25668
----------
(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: December 31, 2000
[ ] 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.
-------------------------
Full Name of Registrant
-------------------------
Former Name if Applicable
The Belgravia, 1811 Chestnut Street, Suite 120
---------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Philadelphia, PA 19103
------------------------
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
[X] (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
December 31, 2000 cannot be filed within the prescribed time period without
unreasonable effort and expense due to certain financing transactions which the
Company entered into during the second quarter ended December 31, 2000 and
subsequent thereto which have complex accounting treatments and financial
statement disclosures that are new to the Company. The Company also engaged new
independent accountants on February 5, 2001. The Quarterly Report on Form 10-QSB
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
---------------------------------------------------------------
(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). YES [X] NO [ ]
2
(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?
YES [X] 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 December 31, 2000, the Company anticipates a
significant change in results of operations from the corresponding quarter ended
December 31, 1999. The Company's conclusion is based primarily on several
non-operating items being recorded in the current quarter. The Company
anticipates that gains associated with the sales of investment securities and a
legal settlement will offset losses associated with the disposals of fixed
assets and a substantial increase in interest expense. However, the Company is
currently finalizing its analysis of the impairment of assets utilized in its
lottery operations, and has not determined if any charge is necessary or the
amount of such charge. Also, due to the complex nature of second fiscal quarter
financial transactions and subsequent events as noted in Part III above, the
Company is finalizing the effect of these transactions on the current quarter.
SIGNATURE
Global Technologies, Ltd.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 13, 2001 By: /s/ Patrick J. Fodale
------------------------------------------
Patrick J. Fodale
Vice President and Chief Financial Officer
3
Global Technologies, Ltd.
The Belgravia
1811 Chestnut Street, Suite 120
Philadelphia, PA 19103
Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Global Technologies, Ltd. on or about
February 13, 2001, which contains notification of the registrant's inability to
file its Quarterly Report on Form 10-QSB by February 14, 2001. We have read the
Company's statements contained in Part III therein and we agree with the stated
reasons as to why we have been unable to complete our audit and report on the
financial statements for the quarter ended December 31, 2000, to be included in
Form 10-QSB.
Very truly yours,
/s/ BDO SEIDMAN LLP
BDO SEIDMAN LLP
4