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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
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OMB APPROVAL
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OMB Number: 3235-0058
Expires: June 30, 1991
Average estimated burden
hours per response......2.50
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SEC FILE NUMBER
0-23396
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CUSIP NUMBER
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(Check One): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-QSB [ ] Form N-SAR
For Period Ended: JUNE 30, 2000
[ ] 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:
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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.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Muse Technologies, Inc.
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Full Name of Registrant
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Former Name if Applicable
1601 Randolph, SE
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Address of Principal Executive Office (Street and Number)
Albuquerque, New Mexico 87106
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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.
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SEC 1344(8-89) (ATTACH EXTRA SHEETS IF NEEDED)
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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 management's diversion relating to the negotiation of a
merger agreement with Advanced Visual Systems Inc. and the filing of a
registration statement on Form S-4 in connection therewith.
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
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(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
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(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".
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Muse Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 2000 By: /s/ Brian Clark
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Brian Clark
President and 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).
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SEC 1344(8-89) (ATTACH EXTRA SHEETS IF NEEDED)
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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)
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ATTACHMENT "A"
MUSE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE JUNE
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2000 1999 2000 1999
<S> <C> <C> <C> <C>
REVENUE $ 1,492,176 $ 341,866 $ 6,542,545 $ 1,113,206
EXPENSES:
Cost of products sold 653,132 0 2,534,541 0
Selling, general and
administrative expenses 1,566,882 936,153 4,246,967 3,168,169
Research and Development 1,226,560 609,406 1,585,874 949,547
Officer severance costs 994,062 0 994,062 0
Amortization 144,701 0 292,919 0
Depreciation 189,085 136,233 369,287 395,669
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TOTAL OPERATING
EXPENSES 4,774,422 1,681,792 10,023,650 4,513,385
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NET OPERATING
INCOME (LOSS) $(3,282,246) $(1,339,926) $(3,481,105) $(3,400,179)
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OTHER INCOME
(EXPENSE)
Loss on Foreign Currency
Transactions (135,084) 0 (146,757) 0
Cost in excess of value of 0 0 (563,685)
repurchased stock
Merger/acquisition costs (403,677) 0 (403,677) 0
Interest Expense (3,721) 0 (25,315) (29,903)
Interest Income 45,804 210,980 705,310 553,515
------------ ------------ ------------ ------------
TOTAL OTHER INCOME
(EXPENSE) (496,678) 210,980 129,561 (40,073)
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NET INCOME (LOSS) $(3,778,924) $(1,128,946) $(3,351,544) $(3,440,252)
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NET INCOME (LOSS)
PER SHARE
Basic and assuming
dilution $(0.35) $(0.11) $(0.31) $(0.35)
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WEIGHTED AVERAGE
NUMBER OF
COMMON SHARES
OUTSTANDING: 10,808,882 10,145,350 10,717,311 9,892,069
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</TABLE>
SEC 1344(8-89) (ATTACH EXTRA SHEETS IF NEEDED)
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RESULTS OF OPERATIONS
Revenues for the three month and nine periods ended June 30, 2000 were
$1,492,176 and $6,542,545, as compared to revenues of $341,866 and $1,113,206
for the three and nine month periods ended June 30, 1999. The increase of
$1,150,310 or 336% for the three month period and $5,429,339 or 488% for the
nine month period is primarily attributable to sales generated by the Virtual
Presence subsidiary which was acquired in November, 1999.
Total operating expenses for the three and nine month periods ended
June 30, 2000 were $4,774,422 and $10,023,650, respectively, as compared to
total expenses of $1,681,792 and $4,513,385, respectively, for the three and
nine month periods ended June 30, 1999. The increase of $3,092,630 or 184% for
the three month period and $4,970,351 or 122% for the nine month period is
primarily attributable to incorporating the expenses of the Virtual Presence
operations, an increases in selling, general and administrative expenses as a
result of increases in engineering and administrative personnel, as well as a
one-time charge of $994,062 resulting form severance costs in connection with
the resignation of the Company's CEO in May 2000.
Total other income/(expense) for the three and nine month periods ended
June 30, 2000 were $496,678 loss and $129,561 income respectively, as compared
to $210,980 income and a $40,073 loss for the three and nine month periods ended
June 30, 1999. The loss for the three month period ended June 30, 2000 is mainly
attributable to a one-time expense of $403,677 for costs incurred in connection
with the proposed acquisition of Advanced Visual Systems (AVS) and a $135,084
loss in foreign currency transactions due to the softening of the British Pound
verus the US Dollar. There was also a reduction of $165,176 in interest income
as compared to 1999 because of reduced cash balances . The increase in other
income for the nine month period ended June 30, 2000 of $169,634 as compared to
the nine month period ended June 30, 1999 is primarily attributable to increased
interest income of $151,795. The nine month period ended June 30, 1999 included
a one-time charge of $563,685 of cost in excess of market value of repurchased
stock and the nine month period ended June 30, 2000 included a one-time charge
of $403,677 for costs associated with the proposed AVS merger.
Accordingly, the net loss for the three and nine month periods ended
June 30, 2000 of $3,778,924 and $3,351,544, respectively, as compared to the net
loss of $1,128,946 and $3,440,252, respectively, for the three and nine month
periods ended June 30, 1999, reflected the significant increases in revenues and
costs associated with the Virtual Presence acquisition, the hiring of additional
personnel, and one-time charges for severance and acquisition costs without a
proportional increase in revenues for such periods.
SEC 1344(8-89) (ATTACH EXTRA SHEETS IF NEEDED)
