UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-21295
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CUSIP NUMBER
884098 10 4
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(Check One):
|_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR
For Period Ended: June 30, 1999
[ ] 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 Items(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
Thinking Tools, Inc.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street and Number)
One Lower Ragsdale Drive I-250
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City, State and Zip Code
Monterey, CA 93940
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PART II - RULES 12b-25(b) AND (c)
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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 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 (see Part III below); and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State 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)
The registrant is unable to file its quarterly report on Form 10-Q for the
quarter ended June 30, 1999 in a timely manner without unreasonable effort
or expense due to registrant's current lack of financial or other resources
necessary to complete such report in a timely manner. On July 23, 1999, the
registrant filed a form 8-K to report the resignation of its auditors. The
registrant has retained a new auditor, Druker, Rahl & Fein, to complete its
Form 10-K for 1998, as well as its Form 10-Qs for the quarters ended March
31, 1999 and June 30, 1999. A Form 8-K will be filed tomorrow to report the
hiring of the new auditors. The registrant plans to complete and file a
Form 10-K on or before September 1, 1999. The outstanding Form 10-Qs shall
be filed shortly thereafter. Accordingly, the quarterly report for the
quarter ended June 30, 1999 will not be filed on or before the fifth
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
Moshe Zarmi (831) 373-8688
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(Name) (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
Form 10-K for 1998 and Form 10-Q for first quarter of 1999.
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(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 reasons why a reasonable
estimate of the results cannot be made.
The unaudited financial statements of the registrant for the quarter ended
June 30, 1998 indicated revenues of the registrant in excess of $166,000.
The registrant, however, which currently has no operations, did not
recognize any significant revenues from product sales during the quarter
ended June 30, 1999. On April 23, 1999, the registrant announced that it
was eliminating substantially all of its operations and has terminated all
of its personnel other than those required to maintain the necessary
minimum level of support for the registrant's existing customers and to
peform certain executive and administrative functions.
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Thinking Tools, Inc.
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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 August 16, 1999 By /s/ Moshe Zarmi, President
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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.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
