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: June 30, 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 JUNE 30, 2006 UNTIL 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 $153,000 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
$153,000.
THE COMPANY INTENDS TO PREPARE AMENDMENTS TO ITS PERIODIC REPORTS TO
REFLECT THE CHANGE IN THE TIMING OF RECOGNITION OF THE SALES.
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).
[ ]Yes [X]No
FOR THE REASONS DESCRIBED ABOVE, THE REGISTRANT ALSO HAS BEEN UNABLE TO
FILE ITS FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2006.
(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: August 15, 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.