UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 333-46828
CUSIP Number: 58409R 10 5
(Check one:)
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 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: Not applicable
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
Medeorex, Inc.
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Full Name of Registrant
Clixtix, Inc.
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Former Name if Applicable
825 Third Avenue, 40th Floor
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Address of Principal Executive Office (Street and Number)
New York, New York 10022
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City, State and Zip Code
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;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution
report on From 10-D, 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 the reasons why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report, or portion thereof, could
not be filed within the prescribed time period.
Although the Registrant has been working diligently to prepare its
financial statements for the year ended December 31, 2004, and such financial
statements have been substantially completed, the Registrant has not finalized
such financial statements and is unable to file its Annual Report on Form 10-KSB
for the year ended December 31, 2004 within the prescribed period without
unreasonable effort or expense. The Registrant is continuing to compile
financial information and expects to file its Annual Report on Form 10-KSB for
the year ended December 31, 2004 on or before April 15, 2005.
PART IV - OTHER INFORMATION
(l) Name and telephone number of person to contact in regard to this
notification.
Jay Green (212) 838-2585
(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
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.
On September 13, 2004, the Registrant acquired MDRX, Inc. (f/k/a Medeorex,
Inc.), a privately held Delaware corporation operating in the health and
pharmaceutical services industries. This transaction was approved by the
Registrant's Board of Directors and by the written consent of 92.9% of the
Registrant's shareholders and all of MDRX's shareholders. Also on September 13,
2004, the Registrant divested all its assets and liabilities associated with its
theatre ticket business to Aisle Seats, Inc., a corporation controlled by the
Registrant's former President. This transaction was also approved by the
Registrant's Board of Directors and by the written consent of 95.2% of the
Registrant's shareholders. As a result of such transactions, the Registrant
incurred a net loss of approximately $301,000 for the year ended December 31,
2004, as compared to a net loss of approximately $8,000 for the year ended
December 31, 2003.
Medeorex, 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
hereunto duly authorized.
Date: March 31, 2005 By: /s/ Dr. Jack Kachkar
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Dr. Jack Kachkar
Chairman and President
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