UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Information to be Included in Statements
Filed Pursuant to 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to 240.13d-2
Citadel Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
172 889 107
(CUSIP Number)
January 6, 1998
(Date of Event Which
Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
CUSIP NO. 172 889 107 13G Page 2 of 6 Pages
1) Names of Reporting Persons/I.R.S. Identification Nos. of
Above Persons
Global Capital Management, Inc./FEIN 41-1625323
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
1,622,194 on January 6, 1998 (See Item 4(a))
1,083,297 on the date hereof (See Item 4(a))
6) Shared Voting Power
0
7) Sole Dispositive Power
1,622,194 on January 6, 1998 (See Item 4(a))
1,083,297 on the date hereof (See Item 4(a))
8) Shared Dispositive Power
0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,622,194 on January 6, 1998 (See Item 4(a))
1,083,297 on the date hereof (See Item 4(a))
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11) Percent of Class Represented by Amount in Row (9)
7.9% on January 6, 1998 (See Item 4(a))
5.4% on the date hereof (See Item 4(a))
12) Type of Reporting Person (See Instructions)
CO<PAGE>
Page 3 of 6 Pages
SCHEDULE 13G
ITEM 1. (a) Name of Issuer:
Citadel Technology, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
3811 Turtle Creek Boulevard
Suite 600
Dallas, Texas 75219
ITEM 2. (a) Name of Person Filing:
Global Capital Management, Inc. ("Global")
(b) Address of Principal Business Office:
602 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
172 889 107
ITEM 3. If this statement is filed pursuant to Rule 13d-1(c),
check this box:
[X]<PAGE>
Page 4 of 6 Pages
ITEM 4. Ownership
(a) Amount Beneficially Owned:
1,622,194 on January 6, 1998
1,083,297 on the date hereof
Global disclaims beneficial ownership of all
shares of the Issuer's Common Stock underlying
shares of the Issuer's Series C Cumulative
Convertible Preferred Stock (the Series C "Stock")
and all dividend shares to be granted upon
conversion of the Series C Stock held by Global.
As long as the price of the Issuer's Common Stock
is less than $1.50 per share, the Issuer has the
right to redeem all or any portion of the Series C
Stock at any time upon conversion or otherwise for
cash. The stock price was less than $1.50 on
January 6, 1998 and has remained below $1.50 at
all times since that date. Global s right to
acquire Common Stock by converting shares of the
Series C Stock is therefore subject to a
substantial condition beyond its control. Giving
effect to this disclaimer, Global was the
beneficial owner of .3% of the Issuer s Common
Stock both on January 6, 1998 and the date hereof.
(b) Percent of Class:
7.9% on January 6, 1998 (See Item 4(a))
5.4% on the date hereof (See Item 4(a))
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,622,194 on January 6, 1998 (See Item 4(a))
1,083,297 on the date hereof (See Item 4(a))
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the
disposition of
1,622,194 on January 6, 1998 (See Item 4(a))
1,083,297 on the date hereof (See Item 4(a)))
(iv) Shared power to dispose or to direct the
disposition of
0<PAGE>
Page 5 of 6 Pages
ITEM 5. Ownership of Five Percent or Less of a Class
Not Applicable
ITEM 6. Ownership of More Than Five Percent on Behalf of
Another Person
The securities are held by a private investment
company, Lakeshore International, Ltd., a Bermuda
limited liability company (the "Investor"), of which
the reporting person is the investment manager. The
Investor has the right to receive any dividends from,
and the proceeds from the sale of, the securities that
it holds.
ITEM 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
Not Applicable
ITEM 8. Identification and Classification of Members of the
Group
Not Applicable
ITEM 9. Notice of Dissolution of Group
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of
or with the effect of changing or influencing the
control of the issuer of the securities and were not
acquired in connection with or as a participant in any
transaction having such purpose or effect.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 4, 1998 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
-------------------------
Name: John D. Brandenborg
Title: Vice President<PAGE>
