UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 SEC FILE NUMBER
0-23779
FORM 12b-25 CUSIP NUMBER
878411 10 7
NOTIFICATION OF LATE FILING
(Check One):[X ]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q
and Form 10-QSB [ ]Form N-SAR
For Period Ended: December 31, 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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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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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, 81731 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
[X] (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 Annual Report on Form 10-KSB for the
year ended December 31, 1998 within the prescribed period because the
information needed to complete the Annual Report on Form 10-KSB was not received
in the United States in time for its U.S. accountant to restate financial
statements in accordance with United States generally accepted accounting
principles and complete its analysis of the financial results, including
translation of information from German to English needed to complete a
discussion of the results of operations. The Registrant is, therefore, unable to
complete the preparation and filing of its Annual Report on Form 10-KSB for the
year ended December 31, 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
It is anticipated that an increased net loss will be incurred by the
Registrant for the year ended December 31, 1998, compared to the previous fiscal
year. However, the information needed to produce financial statements prepared
in accordance with U.S. generally accepted accounting principles, including the
results of operations for the year ended December 31, 1998, was not received in
time to prepare the Annual Report. The Registrant expects to report an increased
loss under U.S. generally accepted accounting principles because it is aware of
an increased net loss as identified in financial statements produced in
accordance with the Registrant's standard German accounting practices.
Specifically, the Registrant expects an increased net loss attributable
substantially due to increased general and administrative expenses in its wholly
owned subsidiary, TES Oecon, AG. The increased general and administrative
expenses are substantially a result of increased operating activities in TES
Oecon, AG.
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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: March 31, 1999 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.
<PAGE>
James E. Scheifley & Associates, P.C.
Certified Public Accountants
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March 31, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Technical Environment Solutions, Inc.
Dear Sir/Madam:
The Company is unable to timely file its annual report on Form 10-K for the year
ended December 31, 1998 because information received from the Company's German
accountants was not received in the United States in time for the completion of
our auditing procedures, consolidation of subsidiary company information and
preparation of consolidated financial statements.
Sincerely,
/s/ James E. Scheifley & Associates, P.C.
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James E. Scheifley & Associates, P.C.
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7436 Settlers Drive Phone: (303) 697-2356
Morrison, Colorado 80465 FAX (303) 697-3045
E-mail [email protected]
