UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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Commission File No.: 0-20524
NOTIFICATION OF LATE FILING
(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, 2001
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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.
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
CPI AEROSTRUCTURES, INC.
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Full name of registrant
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Former name if applicable
200A Executive Drive
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Address of principal executive office (Street and number)
Edgewood, New York 11717
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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)
|X|(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort
|X|(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th 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.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, N"SAR or the transition report or portion thereof,
could not be filed within the prescribed time period. (Attach Extra Sheets if
Needed)
The Company's Annual Report on Form 10-KSB for the year ended December 31, 2001
could not be completed in time without unreasonable effort and expense because
the Company is in the process of liquidating all the assets of Kolar, Inc., a
wholly owned subsidiary of the Company. This event has significantly taxed the
Company's limited staff involved in financial management and reporting.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edward J. Fred (516) 586-5200
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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 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.
It is anticipated that the Form 10-KSB will reflect the following changes in
results of operations from the prior fiscal year:
The Registrant's net revenues for the year ended December 31, 2001 are
expected to be $15,024,027, compared to $8,261,351 for the year ended December
31, 2000 (after treating the Company's subsidiary, Kolar, Inc., as a
discontinued operation). The Registrant expects to incur a net loss of
approximately $12,180,034 for the year ended December 31, 2001, compared to net
income of approximately $1,929,206 for the year ended December 31, 2000. The
decrease in net income was attributable to the discontinuation of the operations
of Kolar, Inc.
CPI AEROSTRUCTURES, 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
hereunto duly authorized.
Date: March 29, 2002 By: /s/ Edward J. Fred
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Edward J. Fred, President and
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.
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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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 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 (Section 232.201 or Section 232.202 of
this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).