MESA AIR GROUP INC
NT 10-Q, 2000-02-15
AIR TRANSPORTATION, SCHEDULED
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                                               ---------------------------------
                                                      SEC FILE NUMBER
                                                         0-10737
                                               ---------------------------------



                                               ---------------------------------



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

                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING


(Check One):  Form 10-K    Form 20-F   Form 11-K   |X|Form 10-Q   Form N-SAR

         For Period Ended: December 31, 1999
         [ ] Transition Report on Form 10-K
         [ ] Transition Report on Form 20-F
         [ ] Transition Report on Form 11-K
         [ ] Transition Report on Form 10-Q
         [ ] 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

         Mesa Air Group, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant

         N/A
- --------------------------------------------------------------------------------
Former Name if Applicable

         410 N. 44th Street, Suite 700
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

         Phoenix, AZ 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).

         (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, 11-K or Form N-SAR, or portion thereof,
               will be filed on or before the fifteenth calendar day following
               the prescribed due date; or the subject quarterly report of
               transition report on Form 10-Q, 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.  N/A

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The delay in filing the Form 10-Q is due to the departure of a number of
individuals in the Company's accounting department, including the Company's
Chief Financial Officer and Controller. As a result, the Company cannot timely
complete its Form 10-Q for the quarter ended December 31, 1999, without
unreasonable effort.

                                                 (ATTACH EXTRA SHEETS IF NEEDED)
<PAGE>   2
                                                                 SEC 1344 (6/94)

PART IV -- OTHER INFORMATION


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

           Michael J. Lotz              (602)                   685-4016
         -----------------------------------------------------------------------
             (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).
                                                                  |X| Yes | | No


- --------------------------------------------------------------------------------

(3)      It is 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 |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.



                              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   February  14, 2000          By    /s/ Andre H. Merrett
    -------------------------        ------------------------------------
                                             Andre H. Merrett
                                             Vice President and General Counsel


INSTRUCTIONS:: 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.


                                   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 amendment notification.
<PAGE>   3
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 a report within the time period prescribed due to
       difficulties in electronic filing should comply with either Rule 201 or
       Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
       chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
       of Regulation S-T (Section 232.13(b) of this chapter).


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