August 16, 2005 - NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB



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SEC FILE NUMBER

CUSIP NUMBER

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check One):	o Form 10-K	o Form 20-F	o Form 11-K	þ Form 10-Q
o Form 10-D	o Form N-SAR	o Form N-CSR

For Period Ended: June 30, 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 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

The Hillman Companies, Inc.

Full Name of Registrant

SunSource Inc.

Former Name if Applicable

10590 Hamilton Ave.

Address of Principal Executive Office (Street and Number)

Cincinnati, Ohio 45231

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)

	(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 accountants 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.

(Attach extra Sheets if Needed)

The Company is unable, without unreasonable effort and expense, to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 on a timely basis because additional time is required to correct its accounting for revenue recognition in accordance with generally accepted accounting principles (GAAP).

The Companys management has determined that its current method of accounting for revenue recognition is not consistent with GAAP. The Company believes these matters will require a restatement of prior period financial statements.

The Companys standard shipping terms are FOB shipping point and historically revenue was recognized upon shipment. However, under the provisions of Staff Accounting Bulletin No. 104, Revenue Recognition in Financial Statements, revenue should not be recognized until title and risk of loss have transferred. Risk of loss is not deemed to have been transferred if the seller arranges for shipment and bears responsibility for filing freight claims on lost or damaged shipments. Accordingly, revenue should not be recognized by the Company until products are received by the customer or risk of loss has transferred and the Companys previously issued audited consolidated financial statements for fiscal 2002, 2003 and 2004 and the unaudited quarterly data for 2003 and 2004 should be restated. The effect of the restatement on previously reported net earnings is expected to be in a range of $272,000 net loss to $217,000 of net income in any annual or quarterly period.

Based on the definition of material weakness in the Public Company Accounting Oversight Boards Auditing Standard No. 2, An Audit of Internal Control Over Financial Reporting Performed in Conjunction With an Audit of Financial Statements, restatement of financial statements in prior filings with the SEC is a strong indicator of the existence of a material weakness in the design or operation of internal control over financial reporting. As a result of the restatement, the Company concluded that it did not maintain effective controls over the selection of accounting policies and that a material weakness existed in the Companys internal control over financial reporting, and disclosed this to the Audit Committee and to the independent registered public accountants.

PART IV OTHER INFORMATION

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


James P. Waters	513	851-4900

(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).

o No þ Yes

(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?

o No þ Yes

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 second quarter of 2005 are expected to increase by approximately $9.5 million, and net income is expected to increase by approximately $500,000 over the corresponding period last year.



The Hillman Companies, 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	August 16, 2005	By	/s/ James P. Waters
			Name: James P. Waters
			Title: 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 representatives authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

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

General Instructions

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§ 232.201 or § 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§ 232.13(b) of this chapter).



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