SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(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
/ / 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:
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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:
PART I. REGISTRANT INFORMATION
Full name of registrant RADIANT LOGISTICS, INC.
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Former name if applicable
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Address of principal executive office (Street and number) 1227 120th Avenue NE
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City, State and Zip Code Bellevue, Washington 98005
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.)
(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, 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 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 Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report, or portion thereof, could not be filed
within the prescribed time period.
As it required additional time to analyze the impact of certain accounting
issues on a material acquisition transaction that occurred during the quarter
ended March 31, 2006, particularly as the Company transitioned from a
development stage enterprise to an operating business, the Company has been
unable to complete its Quarterly Report on Form 10-Q for the quarter ended March
31, 2006 by May 15, 2006, without unreasonable effort or expense. The Company
continues to review its financial statements with its independent auditor and
expects to submit the filing promptly.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bohn H. Crain (425) 943-4599
(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 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
For the quarter ended March 31, 2006, the Company's financial statements will
reflect results of operations and balance sheet data associated with its ongoing
operation of Airgroup Corporation. During the equivalent prior year quarter, the
Company was a development stage enterprise.
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.
Based on work done to date, for the three months ended March 31, 2006, the
Company estimates revenues of $11,842,717, net revenues of $4,363,010 and a net
loss of approximately $38,568. Included in the net loss are non-cash costs
associated with the amortization of acquired intangibles of $170,200.
These estimates are subject to further revision as the Company completes its
financial statements for the three month period ending March 31, 2006.
RADIANT LOGISTICS, 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
thereunto duly authorized.
Date 5/16/05 By /s/ Bohn H. Crain
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Bohn H. Crain, CEO
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 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (s232.201 or s232.202 of this chapter) or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T (s232.13(b) of this chapter).