ARC COMMUNICATIONS INC
NT 10-K, 2000-03-31
MANAGEMENT CONSULTING SERVICES
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                     U.S. Securities and Exchange Commission
                             Washington, D. C. 20549
                    ----------------------------------------

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                             Commission File Number:

                                  (Check One):

[X] Form 10-K and Form 10-KSB      [ ] Form 20-F         [ ] Form 11-K

[ ] Form 10-Q and Form 10-QSB      [ ] Form N-SAR

     For Period Ended: December 31, 1999

     [ ] 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:

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates: All Items.

Part I - Registration Information

     Full Name of Registrant:                Arc Communications Inc.

     Former Name if Applicable:              n/a

     Address of Principal Executive
     Office:                                 788 Shrewsbury Avenue
                                             Tinton Falls, New Jersey 07724


Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and



<PAGE>


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        [x]

     (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;                                              [x]

     (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 Form 10-K and Form 10-KSB, 10-Q
and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.

     Registrant's  Form 10-KSB for the period ending December 31, 1999 could not
be filed in a timely manner as the  Registrant  failed to timely file a Form 8-K
regarding the change in its accountants. As the Registrant desires to be current
on all reports  required to be filed by section 13 or 15(d) of the  Exchange Act
during the past 12 months,  it endeavored to file the proper  disclosure on Form
8-K prior to the filing of its Form 10-KSB for the period  ending  December  31,
1999. This  development has prevented the Registrant from filing the Form 10-KSB
in a timely manner without unreasonable effort and expense to the Registrant.

Part IV - Other Information

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification

     Mr. Michael Rubel, Chief Operating Officer
     (732) 219-1766

     (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



<PAGE>

be included in the subject report or portion thereof?

                                                                [ ] Yes  [X] No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and,  if  appropriate,  state the reason why a  reasonable
estimate of the results cannot be made.


                             ARC COMMUNICATIONS INC.
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: March 31, 2000                              By: /s/ Michael Rubel
                                                      --------------------------
                                                      Michael Rubel
                                                      Chief Operating 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 U.S.C. 1001).




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