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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29204 58-2153309
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
90 Grove Street, Suite 201 Ridgefield, Connecticut 06877
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(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))
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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
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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
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Michael Sheppard
President, Chief Executive Officer,
Chief Operating Officer and Acting
Chief Financial Officer
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EXHIBIT INDEX
99.1 April 15, 2005 Press Release
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