<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF LATE FILING
Form 12b-25
Sec. File Number 0-4186 Cusip Number
------ ----------
[Check One]
[X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For the Period Ended: December 31, 1995
------------------
[ ]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 Instructions [on back page] Before Preparing Form.
Please Print or Type
Nothing in this form shall be constructed 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
Full Name of Registrant: Consolidated Technology Group Ltd.
Former Name if Applicable:
Address of Principal Executive Office [Street and Number]: 160 Broadway, #901
City, State and Zip Code: New York, NY 10038
- -------------------------------------------------------------------------------
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]
[a] The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expenses;
[X] [b] The subject annual report, semi-annual report, transition report on
Form 10-K, Form 2-F, Form 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 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.
- -------------------------------------------------------------------------------
<PAGE> 2
Part III - Narrative
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. [Attach Extra Sheet if Needed]
The information necessary for the preparation of Form 10-K for the
year ended December 31, 1995 cannot be completed until amendments for
Forms 10-K for the fiscal year ended July 31, 1994 and the transition
period ended December 31, 1994 have been completed. Amendments to
prior 10-K forms are required to complete the response to a comment
letter received from the Securities and Exchange Commission dated
February 26, 1996.
- -------------------------------------------------------------------------------
Part IV - Other Information
[1] Name and telephone number of person to contact in regard to this
notification:
A. Lee Wingeier 407 347-5339
--------------- --- --------
[Name] [Area Code] [Telephone No.]
[2] Have all other periodic reports required under Section 13 or 15[d] of
the Securities and 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]. [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. (See Exhibit A)
- -------------------------------------------------------------------------------
Consolidated Technology Group Ltd.
[Name of Registrant as Specified in Charter]
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 28, 1995 By: /S/
-------------- ---------------------
George W. Mahoney
(Chief Financial 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.
<PAGE> 3
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violation [SEE 18 U.S.C.1001]
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 the 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 no restate information that has been correctly furnished. The form
shall be clearly identified as an amendment notification.
<PAGE> 4
Exhibit A
Prior Period Adjustments
The fiscal years ended July 31, 1994 and 1993 have been restated to reflect
errors in the application of accounting principles that were detected in the
current year. The following summarized the impact of the retroactive
adjustment of the noted errors.
Five
Months
Ended
December Fiscal Year Ended July 31,
31, --------------------------
1994 1994 1993
-------- -------- --------
Income (Loss) from Operations:
As Originally Reported ($ 2,708) ($ 3,851) ($ 841)
Prior Period Adjustments:
Decrease in discount on
shares issued for stock
options [1] -- (5,870) --
Reclass loss from discontinued
operations to operating
activity [2] -- -- (562)
Reclass stock option expense
from unusual to selling,
general and administrative
expenses [3] -- (845) --
Decrease discount on shares
issued for acquisitions [4] (36) -- --
Decrease discount on shares
issued in lieu of cash
payment for services
rendered [5] (338) -- --
Reclass goodwill write-off
from other expense to selling,
general and adiministrative
expenses [6] (285) -- --
------ ------ ------
As restated ($ 3,368) ($10,566) ($ 1,403)
====== ====== ======
Other Income (Expense):
As Originally Reported ($ 1,383) ($ 1,253) $ 1,942
Prior Period Adjustments:
Reclass stock option expense
from unusual to selling,
general and administrative
expenses [3] -- 845 --
Reclass goodwill write-off
from other expense to selling,
general and adiministrative
expenses [6] 285 -- --
------ ------ ------
As restated ($ 1,098) ($ 408) $ 1,942
====== ====== ======
<PAGE> 5
Exhibit A
Prior Period Adjustments (continued)
Five
Months
Ended
December Fiscal Year Ended July 31,
31, --------------------------
1994 1994 1993
-------- -------- --------
Loss from Discontinued
Operations:
As Originally Reported -- -- ($ 562)
Prior Period Adjustments:
Reclass loss from discontinued
operations to operating
activity [2] -- -- ($ 562)
------ ------ ------
As restated -- -- --
====== ====== ======
Net Income (Loss):
As Originally Reported ($ 4,111) ($ 4,902) $ 740
Prior Period Adjustments:
Decrease in discount on
shares issued for stock
options [1] -- (5,870) --
Decrease discount on shares
issued for acquisitions [4] (36) -- --
Decrease discount on shares
issued in lieu of cash
payment for services
rendered [5] (338) -- --
------ ------ ------
As restated ($ 4,465) ($10,772) $ 740
====== ====== ======
Accumulated Deficit:
As Originally Reported ($23,044) ($18,932) ($14,030)
Prior Period Adjustments:
Decrease in discount on
shares issued for stock
options [1] (5,870) (5,870) --
Decrease discount on shares
issued for acquisitions [4] (36) -- --
Decrease discount on shares
issued in lieu of cash
payment for services
rendered [5] (338) -- --
------ ------ ------
As restated ($29,288) ($24,802) ($14,030)
====== ====== ======
<PAGE> 6
Exhibit A
Prior Period Adjustments (continued)
Five
Months
Ended
December Fiscal Year Ended July 31,
31, --------------------------
1994 1994 1993
-------- -------- --------
Additional Paid-in Capital,
Common Stock:
As Originally Reported $39,353 $35,861 $16,752
Prior Period Adjustments:
Decrease in discount on
shares issued for stock
options [1] 5,870 5,870 --
Decrease discount on shares
issued for acquisitions [4] 36 -- --
Decrease discount on shares
issued in lieu of cash
payment for services
rendered [5] 338 -- --
------ ------ ------
As restated $45,597 $41,731 $16,752
====== ====== ======
[1] - The Company originally used a 60% discount for valuing shares issued and
exercised pursuant to a Non employee Directors, Consultants and Advisors Stock
Plan and it was subsequently determined that only a 20% discount should be used
resulting in an increase in noncash expenses of $5,870.
[2] - The Company originally presented $562 of losses from the discontinuation
of a part of a line of business as a discontinued item and such losses are now
included in income (loss) from operations.
[3] - The Company originally included $845 of noncash expenses from the
issuance and exercise of stock options pursuant to a Non employee Directors,
Consultants and Advisors Stock Plan as an unusual expense in other income and
expense. Such expense has been reclassified as an operating expense.
[4] - The Company originally used a 50% discount for valuing shares issued
pursuant to the acquisition of subsidiaries and it was subsequently determined
that only a 20% discount should be used resulting in an increase in noncash
expenses of $36.
[5] - The Company originally used a 50% discount for valuing shares issued in
lieu of cash payment for services rendered and it was subsequently determined
