CT HOLDINGS INC
NT 10-K, 2000-05-30
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                 Commission File Number: 0-08718

                           NOTIFICATION OF LATE FILING


                                  (CHECK ONE):


[X] Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-QSB  [ ] Form N-SAR

                       For Period Ended: February 29, 2000



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: Not Applicable



                        PART I -- REGISTRANT INFORMATION


                   Full name of registrant: CT Holdings, Inc.

               Former name if applicable: Citadel Technology, Inc.

         Address of principal executive office (Street and number)
                     3811 Turtle Creek Boulevard, Suite 770

                City, state and zip code Dallas, Texas 75219-4421




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                                     PART II
                             RULE 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 on Form 10-KSB will be filed on or before the
15th 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 reasons why Form 10-KSB could not be filed
within the prescribed period.

Because the Company changed its independent auditors in late April 2000 and is
still in the process of completing its financial statements for the fiscal year
ended February 29, 2000, the Company is, therefore, unable to complete its Form
10-KSB within the prescribed period. The Company will promptly file its Form
10-KSB after completing its financial statements.



<PAGE>   3


                                     PART IV
                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification

<TABLE>
<S>                                    <C>                <C>
              Steven B. Solomon           (214)                521-3443
                  (Name)                (Area Code)       (Telephone Number)
</TABLE>

         (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 the 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.


                                CT Holdings, Inc.
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date: May 30, 2000                    By: /s/ Steven B. Solomon

                                         Steven B. Solomon
                                         Chief Executive Officer


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).



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