Washington, D.C. 20549

FORM 12b-25




Commission File Number:  0000723639


(Check one):


ý Form 10-K


o Form 20-F


o Form 11-K


o Form 10-Q


o Form 10-D



o Form N-SAR


o Form N-CSR




















For Period Ended:

May 29, 2005



o Transition Report on Form 10-K







o Transition Report on Form 20-F







o Transition Report on Form 11-K







o Transition Report on Form 10-Q







o Transition Report on Form N-SAR







For the Transition Period Ended:



Read Instructions (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: Not Applicable.




Ault Incorporated (“Registrant”)

Full Name of Registrant


Not applicable

Former Name if Applicable


7105 Northland Terrace

Address of Principal Executive Office (Street and Number)


Minneapolis, MN 55428-1028

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)




The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense



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 subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and



The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


On August 5, 2005, the Company announced that it is restating its financial statements for the fiscal year ended May 30, 2004 and for the first three quarters of fiscal 2005 as a result of accounting errors related to inventory build-up and relief and inadequate reconciliation of intercompany accounts.  The Company’s financial statements will also be adjusted to reflect the disposition of the Company’s Korea subsidiary as discontinued operations.  The Company intends to file an amendment to its Form 10-K for the year ended May 30, 2004 and an amendment to Form 10-Q’s for the quarters ended August 29, 2004, November 28, 2004 and February 27, 2005 to reflect the restatements indicated above.  The Company presently expects to make these filings concurrent with filing its Form 10-K for the year ended May 29, 2005 during the first week of October.  For these reasons, Registrant is unable to complete and file the Form 10-K prior to August 29, 2005 without unreasonable effort or expense.  The Company has filed a Form 8-K dated August 9, 2005 and amendment to Form 8-K dated August 24, 2005 providing additional information concerning the restatement.


SEC 1344 (03-05)


Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.




(Attach extra Sheets if Needed)





Name and telephone number of person to contact in regard to this notification



Bill Birmingham









(Area Code)


(Telephone Number)






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).










ý Yes    o No










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?










ý Yes    o No










See Part III.














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.



(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.



August  26, 2005



/s/ Bill Birmingham





Bill Birmingham, Interim 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.





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).