U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-23779
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(Check One): CUSIP NUMBER
878411 10 7
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[ ]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q
and Form 10-QSB [ ]Form N-SAR
For Period Ended: June 30, 1998
[ ] 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: Not Applicable
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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: Not Applicable
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Part I--Registrant Information
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Full Name of Registrant: Technical Environment Solutions, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office:
C/O TES GmbH
25 Impler Strasse
Munich, 81371
Germany
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Part II--Rules 12b-25 (b) and (c)
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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, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or 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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Part III--Narrative
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Registrant is unable to file its Quarterly Report on Form 10-QSB for
the period ended June 30, 1998 within the prescribed period because the
Registrant's counsel has been unable to complete the Quarterly Report due to the
fact that counsel has been out of the country on business and is experiencing
other unexpected staffing problems. The Registrant is, therefore, unable to
complete the preparation and filing of its Quarterly Report on Form 10-QSB for
the period ended June 30, 1998, within the prescribed period.
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Part IV--Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Henry F. Schlueter, Esq. (303) 292-3883
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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 report(s) been filed? If the 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.
Selected Consolidated Statement of Operations Data(1)
(Unaudited)
Six Months Ended June 30,
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1997 1998 1998
DM DM US$
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Sales 194,850 409,502 $ 227,085
Cost of operations 94,123 99,472 $ 55,161
Gross profit 100,727 310,030 $ 171,924
Other costs and expenses:
General and administrative 190,088 655,376 $ 363,431
(Loss) from operations (89,361) (345,346) $(191,508)
Other income and (expense):
Interest income 4,459 3,127 $ 1,734
Losses of unconsolidated
subsidiary -- (8,026) $ (4,451)
Interest expense (19,305) (15,023) $ (8,331)
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(14,846) (19,922) $ (11,048)
(Loss) before income taxes (104,207) (365,268) $(202,555)
Provision for/(Benefits From)
Income Taxes 1,396 1,621 $ 899
Net (Loss) (105,603) (366,889) $(203,454)
Earnings (loss) per share(2) (0.07) (0.21) $ (0.12)
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(1) Reported in accordance with United States generally accepted accounting
principles ("GAAP") for interim financial sinformation.
(2) Based on 1,610,933 shares for the six months ended June 30, 1997 and
1,741,610 shares for the six months ended June 30, 1998.
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TECHNICAL ENVIRONMENT SOLUTIONS, 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 17, 1998 By: /s/ Gerd Behrens
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Gerd Behrens, President
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.
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