Notification of Late Filing

(Check One):

    ¨  Form 10-K and

           Form 10-KSB

    ¨  Form 20-F

    ¨  Form 11-K

    x  Form 10-Q and

           Form 10-QSB

    ¨  Form N-SAR

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 12b-25

 

NOTIFICATION OF LATE FILING

 

COMMISSION FILE NUMBER 1-10446

  
   
   
   
   
   
   

 

  For Period Ended: September 30, 2006
  ¨  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 Instruction (on back page) Before Preparing Form. Please Print or Type.

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:             

 

PART 1 - REGISTRANT INFORMATION

Lithium Technology Corporation

Full Name of Registrant:

 

 

Former Name if Applicable:

5115 Campus Drive

Address of Principal Executive Office (Street and Number):

Plymouth Meeting, PA 19462-1129

City, State and Zip Code:

 

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 expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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 of 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.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed)

The Registrant requires additional time to complete its September 30, 2006 quarterly financial statements and corresponding narratives for management’s discussion and analysis. As a result of these factors, the Registrant has been unable to complete and file the subject Form 10-QSB without unreasonable effort and expense. (See Part IV (2) below.)

 

PART IV - OTHER INFORMATION

 

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

 

Amir Elbaz

(Name)

     

    610    

(Area Code)

   

940-6090

(Telephone Number)

 

(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 reports) been filed? If answer is no, identify report(s).    ¨  Yes    x  No

As previously reported in the Registrant’s Form 8-K dated October 17, 2006, effective October 17, 2006, the Registrant dismissed BDO Seidman, LLP as its independent registered public accounting firm and has commenced the process to engage a new audit firm. The Registrant has filed with the Securities and Exchange Commission (the “SEC”) a Form 10-KSB for the year ended December 31, 2005 containing financial statements for the year ended December 31, 2005 which have not yet been audited by an independent registered public accounting firm and has filed with the SEC a Form 10-QSB for the quarter ended March 31, 2006 containing quarterly financial statements for the quarter ended March 31, 2006 which have not yet been reviewed by an independent registered public accounting firm. The Registrant has not filed with the SEC a Form 10-QSB for the quarter ended June 30, 2006 or quarterly financial statements for such period.

 

 

 

(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 normatively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

Lithium Technology Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 14, 2006   By:  

/s/ Amir Elbaz

    Amir Elbaz
    Chief Financial Officer

 

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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).

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 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 notification must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

 

5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.

 

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