-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KD3VQCRiUjpPQOptv7Qbur9DM+HNA2nQcciEJbZT3SDTmW4et2LzFp+NzM9i0OCt ail+tiLORUI409ac54uXjA== 0001072613-05-000916.txt : 20050415 0001072613-05-000916.hdr.sgml : 20050415 20050415160830 ACCESSION NUMBER: 0001072613-05-000916 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050415 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050415 DATE AS OF CHANGE: 20050415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MATRECHS, INC. CENTRAL INDEX KEY: 0001021226 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 582153309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29204 FILM NUMBER: 05753866 BUSINESS ADDRESS: STREET 1: 90 GROVE STREET STREET 2: SUITE 202 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 203 431 8120 MAIL ADDRESS: STREET 1: 90 GROVE STREET STREET 2: SUITE 202 CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: HOMECOM COMMUNICATIONS INC DATE OF NAME CHANGE: 19960820 8-K 1 form8-k_13426.txt FORM 8-K (APRIL 15, 2005) ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2005 GLOBAL MATRECHS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 0-29204 58-2153309 - ---------------------------- ----------- ------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 90 Grove Street, Suite 201 Ridgefield, Connecticut 06877 - -------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 431-6665 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On April 15, 2005, Global Matrechs, Inc. (the "Company") issued a press release announcing the matters discussed under Item 4.02 below, which include the restatement of certain of the Company's historical financial statements required to be presented in its annual report on 10-KSB for the year ended December 31, 2004, as well as certain information relating to the year ended December 31, 2004. The press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein. ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS. On April 15 2005, the Company's management, in consultation with the Company's independent registered public accounting firm, concluded that the Company's historical financial information related to fiscal 2000 through fiscal 2003 and for the first three fiscal quarters of 2004 accounted incorrectly for certain convertible preferred stock instruments. As such, the management has concluded that the Company's historical financial statements should no longer be relied upon. The Company does not intend to restate the historical financial information contained in the annual and quarterly reports for the periods noted above. However, the Company will be presenting restated financial information for those periods required to be presented in its annual report on Form 10-KSB for the year ended December 31, 2004. The Company also intends to include in its annual report on Form 10-KSB for the year ended December 31, 2004 a 5-year reconciliation of financial information which will highlight the differences resulting from the application of the change in accounting treatment to its historical financial statements. The press release attached hereto as Exhibit 99.1 announces the intended adjustment to the Company's historical financial statements and is incorporated by reference herein. ITEM 8.01 OTHER EVENTS. Due to the Company's limited personnel and financial resources and the substantial time requirements associated with the review of the Company's historical accounting practices and restatement of its historical financial statements, the Company will be unable to file its annual report on Form 10-KSB within the timeframe required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. We intend to file our Form 10-KSB promptly after the accounting issues described in this current report are resolved. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 April 15, 2005 Press Release -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBAL MATRECHS, INC. Date: April 15, 2005 By: /s/ Michael Sheppard ------------------------------- Michael Sheppard President, Chief Executive Officer, Chief Operating Officer and Acting Chief Financial Officer -3- EXHIBIT INDEX 99.1 April 15, 2005 Press Release -4- EX-99.1 2 exhibit99-1_13426.txt PRESS RELEASE EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE ===================== RIDGEFIELD, CT, APRIL 15, 2005--The management of Global Matrechs, Inc. (the "Company"), in consultation with its independent registered public accounting firm, has concluded that the Company's historical financial statements for fiscal 2000 through fiscal 2003 and for the first three fiscal quarters of 2004 accounted incorrectly for certain convertible preferred stock instruments. As such, the management has concluded that the Company's historical financial statements should no longer be relied upon. The Company does not intend to restate the historical financial information contained in the annual and quarterly reports for the periods noted above. However, the Company will be presenting restated financial information for those periods required to be presented in its annual report on Form 10-KSB for the year ended December 31, 2004. The Company also intends to include in its annual report on Form 10-KSB for the year ended December 31, 2004 a 5-year reconciliation of financial information which will highlight the differences resulting from the application of the change in accounting treatment to its historical financial statements. Due to the Company's limited personnel and financial resources and the substantial time requirements associated with the review of the Company's historical accounting practices and restatement of its historical financial statements, the Company will be unable to file its annual report on Form 10-KSB within the timeframe required under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. We intend to file our Form 10-KSB promptly after the accounting issues described above are resolved. We expect our financial statements in our upcoming annual report on Form 10-KSB to show negligible revenues, continued losses, and an increase in the number of outstanding shares of our common stock from 19,005,507 as of November 5, 2004 (as reported in our quarterly report on Form 10-Q for the quarter ended September 30, 2004) to approximately 66,000,000. This increase is primarily attributable to conversions of preferred stock into common stock. ABOUT GLOBAL MATRECHS: CT-based Global Matrechs, Inc. is a public company (OTC BB: GMTH; www.globalmatrechs.com) and licensed technologies business specializing in emerging technologies for nuclear energy storage and containment, Homeland Security and the environmental and chemical industries. "FORWARD-LOOKING STATEMENTS" Investors are cautioned that certain statements contained in this document as well as some statements in periodic press releases and some oral statements of Company officials during presentations are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, or which include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "hopes," "seeks," or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by management, are also forward-looking statements as defined by the Act. Some of the factors that could significantly impact these forward-looking statements in this press release include, but are not limited to: insufficient cash flow to continue to fund the development and marketing of the Company's products and technologies; the failure of the Company's products and technologies to become commercially marketable; our ability or inability to obtain financing; the loss of key personnel; changes in financial markets and general economic conditions; and, disputes as to the Company's intellectual property rights, including the Company's rights to the technologies that it licenses. Forward-looking statements are based upon current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about the Company, its licenses, products, economic and market factors and the sectors in which the Company does business, among other things. These statements are not guarantees of future performance and the Company has no specific intention to update these statements. More detailed information about those factors is contained in the Company's filings with the Securities and Exchange Commission. Contact: Global Matrechs, Inc. Jacquelyn Rostow 203-431-6665 or Investor Relations, 866-269-5056 Email: info@globalmatrechs.com Source: Global Matrechs, Inc. -----END PRIVACY-ENHANCED MESSAGE-----