THINKING TOOLS INC
NT 10-Q, 2000-05-12
EDUCATIONAL SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25
                                                                ----------------
                                                                 SEC FILE NUMBER
                          NOTIFICATION OF LATE FILING               000-21295
                                                                ----------------

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<CAPTION>
<S>     <C>
                                                                                           ----------------
                                                                                             CUSIP NUMBER
(Check One):  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q  [ ] Form N-SAR
                                                                                           ----------------
</TABLE>

                        For Period Ended: March 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:


- --------------------------------------------------------------------------------
  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)

<PAGE>




         (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,
[X]           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-QSB 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?

                                                                 [ ] Yes  [X] 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.

<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: May 12, 2000                                  By: /s/ Fred Knoll
                                                        ------------------------
                                                        Fred Knoll, Chairman

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).



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