2008 10-K FORM 12b-25 DOC

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

 

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 0-15495
CUSIP Number: 590479

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

For Period Ended:  September 30, 2008

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 Sheet 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

Mesa Air Group, Inc.
 Full Name of Registrant

N/A
 Former Name if Applicable

410 North 44th Street, Suite 100
 Address of Principal Executive Office (Street and Number)

Phoenix, Arizona 85008
 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)

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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(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.

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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.

Certain information required in Mesa Air Group, Inc.'s ("Mesa") Annual Report on Form 10-K for the year ended September 30, 2008 (the "Annual Report") necessary for an accurate and full completion of the report could not be provided within the proscribed time period without unreasonable effort or expense. Mesa anticipates that it will be able to file the Annual Report within the time period prescribed in Rule 12b-25(b)(2)(ii).

PART IV - OTHER INFORMATION

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

Brian S. Gillman
(Name)

(602)
(Area Code)

685-4000
(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 ý 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 ý No o

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.

While the Company anticipates reporting a consolidated net loss for the fiscal year ended September 30, 2008, it is currently unable to provide a reasonable estimate of the full year results for fiscal 2008 until the Company completes its analysis of certain net operating loss carryover limitations that may affect the financial statements. It is expected that this anticipated loss will be less than the consolidated net loss of $2.63 per diluted share reported in fiscal 2007.

Mesa Air Group, 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: December 16, 2008

By /s/ Brian S. Gillman

Name: Brian S. Gillman
Title: Executive Vice President, General Counsel and Secretary

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