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  SEC FILE NUMBER  
 
0-5449
 
     
  CUSIP NUMBER  
 
200080109
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
           
(Check one):   þ  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:   March 31, 2006
 
     
 
         
    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 Instruction (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:
PART I — REGISTRANT INFORMATION
Motorcar Parts of America, Inc.
 
Full Name of Registrant
 
Former Name if Applicable
2929 California Street
 
Address of Principal Executive Office (Street and Number)
Torrance, CA 90503
 
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)
           
þ
 
  (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
       
þ
 
  (b)   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
       
    (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 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.
During the course of the audit of its financial statements for the year ended March 31, 2006, Motorcar Parts of America, Inc. (the “Company”) concluded that its previously filed quarterly financial statements for fiscal 2005 and 2006 included certain processing errors. This resulted in understated revenue from core sales, an over-statement of the related cost of goods sold, an understatement of the stock adjustment allowance and an overstatement of expected core returns from POS sales. While confirmation of the impact of these errors is being completed, the Company believes these processing errors should not result in a restatement of its previously filed financial statements for the year ended March 31, 2005 but may result in a material change in its previously reported quarterly financial results for certain of the fiscal 2005 and fiscal 2006 quarterly periods. For the year ended March 31, 2006, the Company believes that the net impact of these errors on the reported quarters will, in the aggregate, be positive. The Company also believes that the net impact on the full year ended March 31, 2006 will be positive.

Because the confirmation process is not complete, the Company is unable to finalize its Annual Report on Form 10-K for the year ended March 31, 2006 by the June 29, 2006 filing deadline. The Company expects to file this Form 10-K no later than the fifteenth calendar day following the filing deadline.

The information provided herein may contain forward looking statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. These statements are based on beliefs and assumptions by the Company’s management, and on information currently available to such management. The forward-looking statements are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements preceded by, followed by or that include the words “intends,” “believes,” and “expects,” or similar expressions or future conditional verbs such as “may” or “will.” Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. Management cautions that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Examples of such factors include, but are not limited to, the Company’s ability to timely finalize its financial statements for the year ended March 31, 2006, as anticipated.

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)


PART IV — OTHER INFORMATION
(1)   Name and telephone number of person to contact in regard to this notification
         
Mervyn McCulloch    (310)    972-4001 
(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).
    Yes þ     No o
 
   
 


 

(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 o     No þ
 
   
 
 
    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.
 
Motorcar Parts of America, Inc. 
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
             
Date
  June 29, 2006   By   /s/ Mervyn McCulloch