SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 1-14478
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1998
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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: Not Applicable
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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
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PART I
REGISTRANT INFORMATION
Full Name of Registrant Room Plus, Inc.
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Address of Principal Executive Office 91 Michigan Avenue, Paterson,
New Jersey 07503
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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 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 on Form 10-K will be filed on or before the
fifteenth (15th) 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.
<PAGE>
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-KSB could not
be filed within the prescribed time period.
In February 1999, a judgment by confession was entered against the Company
ex parte in the amount of approximately $1,200,000 based on an alleged default
by the Company under a retail showroom lease. The Company has moved to vacate
the judgment and has reached an agreement in principle with the landlord to
vacate such judgment on certain conditions. The Company expects this matter to
be finally resolved within the next ten (10) days and does not believe it would
be appropriate to finalize its financial statements for the year ended December
31, 1998, or the disclosures contained in the text of its Form 10-KSB for such
period until such uncertainty has been resolved and the impact thereof on the
Company's financial statements (including the notes thereto) and on its business
has been assessed. In addition, the Company is assessing and discussing with its
new independent auditors, Arthur Andersen LLP, the extent to which it would be
appropriate for the Company to increase its valuation allowance for its deferred
income tax asset (with a corresponding charge to 1998 operations). Any decision
concerning the magnitude of such valuation allowance increase (which could have
a material effect on the Company's reported financial results for 1998) could be
affected by the resolution of settlement discussions relating to the
above-referenced judgment as well as by efforts currently being pursued by the
Company to raise additional capital that the Company requires in order to
continue as a going concern, which efforts the Company also anticipates will be
clarified within the next ten (10) days.
As of the date of this filing, management of the Company is unable to
fully assess and evaluate the impact of the above financial contingencies and
finalize the financial statements in a materially accurate manner. This delay
could not be eliminated without unreasonable effort or expense to the Company.
Within fifteen (15) days after March 31, 1999, management expects to have had
the opportunity to assess and evaluate the above referenced issues, discuss them
with its independent auditors and accurately prepare its Annual Report. The
Company will file its Annual Report on Form 10-KSB within fifteen (15) days
after March 31, 1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jay H. Goldberg, Chief Financial Officer (973) 523-4600
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(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.
<PAGE>
ROOM PLUS, INC.
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1999 By: /s/ Jay H. Goldberg
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Jay H. Goldberg, Chief Financial Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
<PAGE>
PART IV - Item (3)
Explanation of the anticipated change in results of operations from the
corresponding period for the last fiscal year.
Results of operations are anticipated to be as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1997
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Anticipated Actual
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<S> <C> <C>
Revenues $19,223,000 $16,851,321
Costs of goods sold 8,483,000 7,418,128
Selling expenses 9,695,000 9,979,319
General and administrative expenses 2,172,000 2,131,051
Loss from operations (1,126,000) (2,677,177)
Net loss (1,242,000) (1,900,051)
Net loss per share (0.28) (0.43)
</TABLE>
For the year ending December 31, 1998, revenues increased approximately
14.1% from revenues for the previous fiscal year. This increase is, in part, the
result of four new showrooms opened in 1997 having a full year of operation in
1998 and increased volume from existing showrooms. The increase in cost of goods
sold was primarily the result of the increase in sales volume. The decrease in
selling, general and administrative expenses was primarily the result of reduced
advertising expenses and professional fees.
The estimated results of operations set forth in the above chart and
narrative may not accurately reflect actual results of operations for the year
ended December 31, 1998 due to the financial contingencies discussed in Part III
above.
