SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-18250
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-KSB [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: August 31, 2005
[_] 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: ________________________
PART I
REGISTRANT INFORMATION
TMSS LIQUIDATION, INC.
-----------------------
Full name of registrant
Former name if applicable
5811 Trenton Avenue
Post Office Box 1358
---------------------------------------------------------
Address of principal executive office (Street and number)
Stillwater, Oklahoma 74046
---------------------------
City, state and zip code
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 box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (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.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The registrant adopted a plan of liquidation and dissolution on December
17, 2004, and in connection with this plan had sold substantially all of its
assets on that date. Subsequently the registrant established a record date for a
final distribution to its shareholders of August 15, 2005. After December 17,
2004, the registrant had not conducted any business other than winding up its
affairs and preparing for a distribution to its shareholders. In an effort to
reduce expenses to provide for additional consideration to be distributed to its
shareholders, the registrant requested relief from the Securities and Exchange
Commission with respect to this filing and requested its auditors delay
conducting the audit pending the decision by the Securities and Exchange
Commission. Because the registrant was not able to timely obtain such relief,
registrant has subsequently reserved sufficient funds to conduct this audit,
prepare and file its annual report on Form 10-KSB and has proceeded with a
distribution to its shareholders. Its auditors are scheduled to complete their
audit on or about January 6, 2006 and it is anticipated that an annual report on
Form 10-KSB will be filed on or about January 16, 2006.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Deborah D. Mosier
President - Chief
Financial Officer 405 707-9060
(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
(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.
For the twelve-month period ended August 31, 2004, the registrant had a net
loss of $265,570. For the period from September 1, 2004 through December 17,
2004, the registrant had a net operating loss of $665,934. The registrant
adopted the liquidation basis of accounting effective December 17, 2004. In
addition, the registrant has not had any business activity other than winding up
its affairs since December 17, 2004. As a result, the registrant estimates that
for the period ended August 31, 2005, it will reflect a net increase in net
assets in liquidation of $30,000.
TMSS LIQUIDATION, INC. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date November 30, 2005 By: /s/ Deborah D. Mosier
Deborah D. Mosier
President - Chief Financial Officer