SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number: 000-30191
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 2001
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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
Full name of registrant: TSET, Inc.
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Former name if applicable: N/A
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Address of principal executive office
(Street and number): 333 South State Street, PMB 111
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City, state and zip code: Lake Oswego, Oregon 97034
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PART II
RULE 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 appropriate box.)
[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, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the 15th 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.
FORM 12B-25
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Due to unforeseeable circumstances, which caused a delay in preparing the
annual report audited financial statements for the year ended June 30, 2001, the
Registrant respectfully requests an extension of the filing date of its Annual
Report on Form 10-K for the year ended June 30, 2001.
PART IV
OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
Jeffrey D. Wilson (503) 598-1900
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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 Registrant
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 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.
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FORM 12B-25
TSET, 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: September 28, 2001 By: /s/Jeffrey D. Wilson
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Jeffrey D. Wilson
Chairman and Chief Executive 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.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four confirmed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 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 the 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.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
3
FORM 12B-25
ATTACHMENT
(CHANGES IN RESULTS OF OPERATIONS)
The following discussion of the financial results of the Company are
preliminary and are subject to adjustment by the Company's independent certified
public accountants. The Company expects to report sales of approximately $95,000
for the year ended June 30, 2001. This would represent an increase of
approximately $95,000 from the year ended June 30, 2000. The Company expects to
report total selling, general and administrative expenses of $3.2 million for
the year ended June 30, 2001. This would represent an increase of approximately
$1.0 million from the prior year. The Company expects to report a net operating
loss of $3.2 million for the year ended June 30, 2001. This would represent an
increase of approximately $1.1 million from the year ended June 30, 2000. The
Company expects to report a net loss from continuing operations of $3.4 million
for the year ended June 30, 2001. This would represent an increase of $1.1
million from the year ended June 30, 2000. The Company expects to report a loss
from discontinued operations of $3.4 million and a loss on disposal of
discontinued operations of $4.9 million, respectively, for the year ended June
30, 2001. This would represent an increase of these items of $1.1 and $4.9
million, respectively, from the year ended June 30, 2000. The Company expects to
report a net loss of $10.0 million for the year ended June 30, 2001. This would
represent an increase of $7.1 million from the year ended June 30, 2000.