U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
Notification of Late Filing
Commission File Number 000-26213
CUSIP Number: 776382 20 2
(Check One):
[_] Form 10-K and Form 10-KSB
[_] Form 11-K
[_] Form 20-F
[X] Form 10-Q and Form 10-QSB
[_] Form N-SAR
For Period Ended: September 30, 2004
|_| 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: ____________________
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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:
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Part I - Registrant Information
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Full Name of Registrant RoomLinX, Inc.
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Former Name if Applicable Arc Communications Inc.
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Address of Principal Executive Office (street and number)
401 Hackensack Avenue
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City, State and Zip Code
Hackensack, NJ 07601
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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;
(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 the Form 10-K and Form
10-KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed time period.
The Registrant is unable to file the subject report in a timely manner because
the Registrant was not able timely to complete its financial statements without
unreasonable effort or expense.
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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
Frank Elenio (201) 525-1777
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(Name) (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 can not be made.
The Registrant's net loss for the nine months ended September 30, 2004 increased
by approximately $7,850,000. The increase is due in large part to the
reorganization expenses recorded during the second quarter of 2004 as a result
of the Registrant's merger with Arc Communications, Inc., which was completed on
June 28, 2004.
For the three months ended September 30, 2004, the Registrant's net loss
increased to $712,951 from $169,941 for the three months ended September 30,
2003. The increase in the amount of the net loss resulted primarily from an
increase of $509,226 in general and administrative expenses. That expense
increase, in turn, reflects increased (i) personnel and personnel related costs
of $97,000, (ii) non-cash employee compensation of $203,000, (iii) office
related expenses such as rent, telephone and supplies of $78,000, and (iv)
travel and professional fees of $131,000.
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RoomLinX, Inc. has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
RoomLinX, Inc.
Date: November 16, 2004 By: /s/ Frank Elenio
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Frank Elenio
Chief Financial Officer