U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 SEC FILE NUMBER
0-23779
FORM 12b-25
CUSIP NUMBER
NOTIFICATION OF LATE FILING 878411 10 7
(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
For Period Ended: September 30, 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:
Not applicable.
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant: Technical Environment Solutions, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive C/O TES GmbH
Office (Street and Number): 25 Impler Strasse
City, State and Zip Code: Munich, 81731 Germany
- --------------------------------------------------------------------------------
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, 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
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
- --------------------------------------------------------------------------------
<PAGE>
PART III - NARRATIVE
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 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 September 30, 1999 within the prescribed period because the
information needed to complete the Quarterly Report on Form 10-QSB was not
received in the United States in time for its U.S. accountant to complete the
Quarterly Report. The Registrant is, therefore, unable to complete the
preparation and filing of its Quarterly Report on Form 10-QSB for the period
ended September 30, 1999, within the prescribed period.
- --------------------------------------------------------------------------------
PART IV - OTHER INFORMATION
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification:
Henry F. Schlueter, Esq., (303) 292-3883.
(2) Have all other period 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
(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 of portion
thereof? [ ] Yes [X] 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.
- --------------------------------------------------------------------------------
TECHNICAL ENVORONMENT SOLUTIONS, 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: NOVEMBER 12, 1999 By: /s/ Gerd Behrens
- ----------------------- ----------------------------------------
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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
<PAGE>
James E. Scheifley & Associates, P.C.
Certified Public Accountants
- --------------------------------------------------------------------------------
November 8, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Technical Environment and Software Solutions, Inc.
Dear Sir/Madam:
The Company is unable to timely file its quarterly report on Form 10-Q for the
quarter ended September 30, 1999 because information received from the Company's
German accountants was not received in the United States in time for the
completion of consolidation of subsidiary company information and preparation of
consolidated financial statements.
Sincerely,
James E. Scheifley & Associates, P.C.
- --------------------------------------------------------------------------------
36 Bashore Ct., PO Box 23074 Phone (970) 513-9308
Silverthorne, Colorado 80498 FAX (419) 821-5638
E-mail [email protected]
