<PAGE>
|--------------------------------------------|
| OMB APPROVAL |
| -------------- |
| OMB Number: 3235-0058 |
| Expires: January 31, 2002 |
| Estimated average burden |
| hours per response 2.50 |
|--------------------------------------------|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|-------------------|
| SEC FILE NUMBER |
| 000-21295 |
|-------------------|
FORM 12b-25
|-------------------|
NOTIFICATION OF LATE FILING | CUSIP NUMBER |
| |
|-------------------|
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
(Check One):|X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form N-SAR
</TABLE>
For Period Ended: December 31, 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 Item(s) to which the notification relates:
_______________________________________________________________________________
PART I -- REGISTRANT INFORMATION
THINKING TOOLS, INC.
- -------------------------------------------------------------------------------
Full Name of Registrant
_______________________________________________________________________________
Former Name if Applicable
200 Park Avenue, Suite 2900
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
New York, NY 10166
- -------------------------------------------------------------------------------
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)
SEC 1344 (2/99)
<PAGE>
|X| (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or
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 Forms 10-K, 20-F, 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)
An extension of time to prepare and submit Registrant's Report on Form 10-KSB is
being requested to allow time to complete the necessary financial statements and
other information required by the prescribed due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Alison Newman, Esq. 212 479-6190
- ----------------------------- ------------- ------------------
(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 report(s) 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 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 Registrant currently anticipates that the losses incurred in 1999 will be
less than the losses incurred in 1998 due to the Registrant's inactivity during
a significant portion of 1999. Additional information is needed for the
Registrant to estimate the exact amount of the loss for 1999.
- --------------------------------------------------------------------------------
<PAGE>
THINKING TOOLS, INC.
------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 29, 2000 By: /s/ Moshe Zarmi
-------------- ---------------------------
Moshe Zarmi, President
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). |
|--------------------------------------------------------------------------|
<PAGE>
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic files
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T (ss. 232.201 or ss. 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss. 232.12(b) of this chapter).
