<PAGE>
----------------------------
OMB APPROVAL
OMB Number: 3235-0058
Expires: June 30, 1991
Average estimated burden
hours per response......2.50
----------------------------
----------------------------
SEC FILE NUMBER
0-23396
----------------------------
CUSIP NUMBER
----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-QSB |_| Form N-SAR
For Period Ended: March 31, 1999
[ ] 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 Attached Instruction Sheet 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 I - REGISTRANT INFORMATION
Muse Technologies, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant
- -------------------------------------------------------------------------------
Former Name if Applicable
1601 Randolph, SE
- -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Albuquerque, New Mexico 87106
- -------------------------------------------------------------------------------
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)
|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, or semi-annual report,
transition report on Form 10-K, Form 20-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.
SEC 1344(8-89) (Attach Extra Sheets if Needed)
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
The Company was delayed in preparation of its Quarterly Report on Form
10-QSB due to reorganization of administrative and accounting staff.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Neil S. Belloff, Esq. (212) 969-3000
- -------------------------------------------------------------------------------
(Name) (Area Code) (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).
|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
Attachment "A".
- -------------------------------------------------------------------------------
Muse Technologies, 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 17, 1999 By: /s/ Brian Clark
--------------------------- -----------------------------
Brian Clark
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.
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SEC 1344(8-89) Attach Extra Sheets if Needed)
<PAGE>
- --------------------------------------------------------------------------------
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 notifications 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.
SEC 1344(8-89) (Attach Extra Sheets if Needed)
<PAGE>
ATTACHMENT "A"
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
-------------------------------- ------------------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUE $ 714,994 $ 216,410 $ 1,113,875 $ 521,676
EXPENSES:
Selling, general and administrative 1,020,054 474,460 1,863,609 939,622
expenses
Research and development 390,697 334,351 744,290 525,987
Depreciation 139,366 168,775 259,436 242,755
Costs in excess of value of
repurchased stock 563,605 -- 563,605 --
-------------- ------------- -------------- ------------
TOTAL EXPENSES 2,113,722 977,586 3,430,940 1,708,364
-------------- ------------- -------------- ------------
NET LOSS $ (1,398,728) $ (761,176) $ (2,317,065) $(1,186,688)
-------------- ------------- -------------- ------------
-------------- ------------- -------------- ------------
NET LOSS PER SHARE:
Basic and assuming dilution (.14) (.10) (0.24) (0.16)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING: 10,143,893 7,335,843 9,765,431 7,335,843
</TABLE>
<PAGE>
Results of Operations:
Revenues for the three month and six period ended March 31, 1999 were
$714,994 and $1,113,875, as compared to revenues of $216,410 and $521,676 for
the three and six month period ended March 31, 1998. The increase of $498,584 or
230% for the three month period and $592,199 or 113% for the six month period is
primarily attributable to increased product sales and interest income of
$220,000 and $343,000 for the three and six months periods, respectively, as a
result of the equity investment in the Company of $8 million from CRI in July
1998 and the proceeds from the Company's initial public offering ("IPO") in
November 1998.
Total expenses for the three and six month periods ended March 31, 1999
were $2,113,722 and $3,430,940, respectively, as compared to total expenses of
$977,586 and $1,708,364, respectively, for the three and six month periods ended
March 31, 1998. The increase of $1,136,136 or 116% for the three month period
and $1,722,576 or 100% for the six month period is primarily attributable to
increases in selling, general and administrative expenses as a result of
increases in engineering personnel, increases in professional fees related to
the IPO and the Company's obligations as a public reporting company, capital
expenditures for equipment of $815,000, and increase in research and development
and marketing expenses and $563,605 related to costs in excess of the value of
repurchased stock as described above.
Accordingly, the net loss for the three and six month periods ended
March 31, 1999 of $1,398,728 and $2,317,065, respectively, as compared to the
net loss of $761,176 and $1,186,688, respectively, for the three and six month
periods ended March 31, 1998, reflected the significant increases in costs
related to the Company's IPO, the hiring of additional personnel, increased
capital expenditures for equipment and the $563,605 charge related to costs in
excess of the value of repurchased stock without a proportional increase in
revenues for such periods.
