UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
     
   
SEC FILE NUMBER
0-51696
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
CUSIP NUMBER
None

(Check One):
o Form 10-K
o Form 20-F
o Form 11-K
x Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
 
For Period Ended:  September 30, 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 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
 
Trulite, Inc.
Full Name of Registrant
 
Former Name if Applicable
 
Three Riverway, Suite 1050
Address of Principal Executive Office (Street and Number)
 
Houston, Texas 77056
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 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, 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
 
Trulite, Inc. (the “Company”) could not file its Form 10-QSB for the quarter ended September 30, 2006 by the filing deadline without unreasonable effort or expense because additional time is needed to complete the Company’s September 30, 2006 financial statements and for the Company’s independent registered public accounting firm to complete its quarterly review of the Company’s September 30, 2006 financial statements. The Company will file its Form 10-QSB for the quarter ended September 30, 2006 as soon as practicable following the completion of such financial statements and the related quarterly review by its independent registered public accounting firm.
 
PART IV - OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification.
 
 
Jon Godshall
  
(713)
  
888-0660
  
 
(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 o 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?
o 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.
 
Trulite, 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: November 15, 2006 By:   /s/ Jonathan Godshall
 
Jonathan Godshall
  President and Chief Executive Officer
 
 
 
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