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SEC FILE NUMBER
000-13301
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CUSIP NUMBER
Not applicable
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: January 31,2007
|_| 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: ___________________
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
RF Industries Ltd.
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Full Name of Registrant
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Former Name if Applicable
7610 Miramar Road, Bldg. 6000
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Address of Principal Executive Office (Street and Number)
San Diego, California 92126-4202
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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 reason 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, Form N-SAR, or 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 why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, and restatement of the audited financial
statements could not be filed within the prescribed time period.
RF Industries Ltd. (the "Company") is unable to file its Quarterly Report on
Form 10-QSB for the fiscal quarter ended January 31, 2007 by the scheduled
filing deadline as a result of its further review and assessment under SFAS 123R
and the resulting impact to our income tax provision. SFAS 123R became effective
for the Company on November 1, 2006, and this is the first fiscal quarter in
which the Company has had to apply SFAS 123R to its stock option grants.
The matters under review by the Company do not involve recently publicized
concerns regarding the timing of the award of stock options and related
accounting issues that have come to light at other companies.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James Doss 858 549-6340
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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.
Net sales for the fiscal quarter ended January 31, 2007 decreased by
approximately 7% from net sales for the fiscal quarter year ended January 31,
2006, decreasing to $3,152,128 from $3,374,912. For the January 31, 2007 fiscal
quarter, gross profit was $1,261,707, compared to gross profit for the January
31, 2006 fiscal quarter of $1,560,569. Because the impact of SFAS 123R is not
precisely known, the Company is unable to quantify its net income for the fiscal
quarter ended January 31, 2007. However, based on its current estimates, net
income in the fiscal quarter ended January 31, 2007 is expected to decrease
primarily as a result of option expensing issues to approximately $33,000 from
$265,000 during the same fiscal quarter in 2006.
RF Industries Ltd.
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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 19, 2007 By /s/ James Doss
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James Doss, Acting Chief Financial Officer