SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-29245
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
For Period Ended: December 31, 2005
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|_| 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:
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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:
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Part I. Registrant Information
Full name of registrant GALES INDUSTRIES INCORPORATED
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Former name if applicable
Address of principal executive office (Street and number)
1479 North Clinton Avenue
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City, State and Zip Code Bay Shore, NY 11706
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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 appropriate box.)
|X| (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, 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.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.
A change in control of the Registrant occurred on November 30, 2005. In
connection with such change, there were changes in the Registrant's management
personnel. Shortly thereafter, the Registrant elected to change its independent
auditor. As a result, the Registrant experienced delays in financial reporting
and was not able to deliver complete financial statements in sufficient time for
its auditor to timely complete its audit of the Registrant's financial
statements for the year ended December 31, 2005. The Registrant's financial
statements were delivered to its independent auditor on March 30, 2006.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Louis Giusto (631) 328-7018
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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.
It is anticipated that a significant change in results of operations from
the year ending December 31, 2004 will be reflected by the earning statements to
be included in the Annual Report on form 10-KSB for the year ending December 31,
2005. As a result of the acquisition that occurred on November 30, 2005, the
earnings report as of December 31, 2005, will be for a period of one month. The
Registrant anticipates that such report will show a net loss of approximately
($725,000) compared to a net loss of ($1,214,519) reported in the Registrant's
Form 10-KSB for the year ending December 31, 2004. (The 2004 figure represents
our results of operations while we were known as Ashlin Development Corporation,
our prior name, while the 2005 figure reflects consolidates the results of the
Registrant for the month of December 2005.) Such change in net income is
primarily due to the substantial changes in the Registrant's business operations
and assets resulting from the acquisition that occurred on November 30, 2005.
GALES INDUSTRIES INCORPORATED
(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, 2006 By /s/ Louis Giusto
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Louis Giusto, Chief Financial Officer
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