UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number 1-10346
CUSIP Number 29246J 10 1
(Check One)
[ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
[ ]Form N-CSR
For Period Ended: March 31, 2006
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[ ] 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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|Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.|
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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
EMRISE CORPORATION
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Full Name of Registrant
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Former Name if Applicable
9485 HAVEN AVENUE, SUITE 100
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Address of Principal Executive Office (Street and Number)
RANCHO CUCAMONGA, CALIFORNIA 91730
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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.)
(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, Form N-SAR, 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 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 the Form 10-K, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
THE REGISTRANT WAS UNABLE TO FILE THE FORM 10-Q IN A TIMELY MANNER WITHOUT
UNREASONABLE EFFORT OR EXPENSE BECAUSE THE REGISTRANT HAS CONCLUDED THAT THE
FINANCIAL STATEMENTS INCLUDED IN ITS REPORTS COVERING THE YEARS ENDED DECEMBER
31, 2005 AND 2004 AND INTERIM PERIODS DURING 2005 AND 2004 SHOULD NO LONGER BE
RELIED UPON. THE REGISTRANT ANTICIPATES DELAYING THE FILING OF ITS QUARTERLY
REPORT FOR MARCH 31, 2006 UNTIL THE INVESTIGATION INTO THIS MATTER BY ITS AUDIT
COMMITTEE IS COMPLETE AND THE REGISTRANT FILES RESTATED FINANCIAL STATEMENTS.
THE AUDIT COMMITTEE'S INVESTIGATION IS BEING CONDUCTED IN RESPONSE TO AN INQUIRY
BY THE STAFF OF THE COMMISSION'S DIVISION OF ENFORCEMENT. BASED UPON INFORMATION
GATHERED TO DATE IN THE AUDIT COMMITTEE'S INVESTIGATION, IT APPEARS THAT DURING
THE QUARTER ENDED DECEMBER 31, 2004, THE COMPANY PREMATURELY RECOGNIZED
APPROXIMATELY $224,000 OF NET SALES OF COMMUNICATIONS TEST EQUIPMENT UNITS THAT
WERE NOT ACTUALLY DELIVERED TO THE CUSTOMER DURING THAT QUARTER AND THUS DID NOT
MEET ALL APPLICABLE REVENUE RECOGNITION CRITERIA UNTIL AFTER THAT QUARTER. THESE
$224,000 OF NET SALES WERE INCLUDED IN THE COMPANY'S $9,768,000 AND $29,861,000
OF TOTAL NET SALES PREVIOUSLY REPORTED FOR THE QUARTER AND YEAR ENDED DECEMBER
31, 2004, RESPECTIVELY, AND IT APPEARS, REPRESENTED APPROXIMATELY $165,000 OF
THE COMPANY'S $883,000 AND $1,480,000 OF NET INCOME PREVIOUSLY REPORTED FOR THE
QUARTER AND YEAR ENDED DECEMBER 31, 2004, RESPECTIVELY.
TO THE EXTENT IT IS FINALLY DETERMINED THAT ALL APPLICABLE REVENUE RECOGNITION
CRITERIA WERE MET FOR THESE UNITS DURING THE QUARTER ENDED MARCH 31, 2005, THESE
$224,000 OF NET SALES WOULD BE ADDED TO THE $7,299,000 AND $41,046,000 OF TOTAL
NET SALES PREVIOUSLY REPORTED FOR THE QUARTER ENDED MARCH 31, 2005 AND YEAR
ENDED DECEMBER 31, 2005, RESPECTIVELY, AND WOULD DECREASE THE COMPANY'S $350,000
NET LOSS PREVIOUSLY REPORTED FOR THE QUARTER ENDED MARCH 31, 2005 AND INCREASE
THE COMPANY'S $1,288,000 NET INCOME PREVIOUSLY REPORTED FOR THE YEAR ENDED
DECEMBER 31, 2005 BY APPROXIMATELY $165,000.
THE AUDIT COMMITTEE'S INVESTIGATION HAS REVEALED THAT COMPANY DOCUMENTATION
RELATING TO THE INVOICING AND SHIPMENT OF THE ABOVE-REFERENCED UNITS PRIOR TO
JANUARY 2005 IS FALSE AND/OR MISLEADING. RESPONSIBILITY FOR THE FALSE AND/OR
MISLEADING DOCUMENTATION AND THE RESULTING MISSTATEMENT IN THE COMPANY'S
FINANCIAL STATEMENTS HAS NOT BEEN FULLY ASCERTAINED. THE AUDIT COMMITTEE
CONTINUES TO INVESTIGATE THIS SITUATION WITH THE ASSISTANCE OF OUTSIDE LEGAL AND
ACCOUNTING PROFESSIONALS.
THE COMPANY INTENDS TO PREPARE AMENDMENTS TO ITS PERIODIC REPORTS TO REFLECT THE
CHANGE IN THE TIMING OF RECOGNITION OF THE SALES. BECAUSE THE INVESTIGATION BY
THE AUDIT COMMITTEE IS ONGOING, THE INFORMATION NOTED ABOVE IS SUBJECT TO
CHANGE.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
RANDOLPH D. FOOTE (909) 987-9220
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(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.
THE REGISTRANT IS UNABLE TO REASONABLY ESTIMATE THE CHANGES IN ITS RESULTS
OF OPERATIONS FROM THE CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR DUE TO
THE PENDING RESTATEMENT OF THE REGISTRANT'S PREVIOUS FINANCIAL STATEMENTS
AS DISCUSSED IN PART III ABOVE.
EMRISE CORPORATION
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 2006 By: /s/ RANDOLPH D. FOOTE
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Randolph D. Foote,
Chief Financial 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.