U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR
For Period Ended: September 30, 2004
|_| 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:
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Part I - Registrant Information
Full Name of Registrant: Sunair Electronics, Inc.
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):
3005 Southwest Third Avenue
City, State and Zip Code: Fort Lauderdale, Florida 33315
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) [Paragraph 23,047],
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, 11-K or Form N-SAR, 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 [Amended in Release No. 34-26589 (Paragraph 72,435), effective April
12, 1989, 54 F.R. 10306.]
|_| (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 1O-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period.
The Company's Independent auditors, Berenfeld, Spritzer, Shechter &
Sheer, C.P.A.'s request additional time to complete audit of newly acquired
wholly owned foreign subsidiary.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification:
Synnott B. Durham (954) 525-1505
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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?
|_| Yes |x| 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. (See attachment).
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SUNAIR ELECTRONICS, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 29, 2004 By: /s/ Synnott B. Durham
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Synnott B. Durham
Chief Financial Officer
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