8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2006

Empire Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

DE	001-12127	22-3136782
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

ONE PARKER PLAZA FORT LEE, NJ	07024
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (201) 944-2200

(Former name or former address, if changed from last report)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On March 30, 2006, Empire Resources, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended December 31, 2005. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

 

99.1 Press Release of the Company dated March 30, 2006 relating to its 2005 operating results.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Empire Resources, Inc.

(Registrant)

Date: April 3, 2006	By:	/s/ Sandra Kahn
		Chief Financial Officer

EXHIBIT INDEX

EX-99.1 Press Release of the Company dated March 30, 2006

EX-99.1

Empire Resources Inc.

One Parker Plaza

Fort Lee, NJ 07024

FOR IMMEDIATE RELEASE

EMPIRE RESOURCES ANNOUNCES 2005 OPERATING RESULTS

FORT LEE, NJ, March 30, 2006- Empire Resources, Inc. (AMEX:ERS), a distributor of value added, semi-finished aluminum products, today announced net income of $9,544,000 for 2005 compared to net income of $4,810,000 for 2004, an increase of 98% over the prior year’s results. Net income increased to $0.96 per share on a fully diluted basis, as compared to net income in 2004 of $0.49 per share on a fully diluted basis. The Company reported a 69% increase in revenues from $212,550,000 in 2004 to $358,476,000 in 2005, as well as a 71% increase in gross profit from $16,284,000 million in 2004 to $27,874,000 in 2005.

Empire Resources, Inc. is a distributor of a wide range of semi-finished aluminum products to customers in the transportation, automotive, housing, appliance and packaging industries in the U.S., Canada, Australia, New Zealand and Europe. It maintains supply contracts with aluminum mills in various parts of the world.

This press release contains forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks include, but are not limited to, the ability of the company to grow internally or by acquisition and to integrate acquired businesses, not being able to improve operating margins and efficiencies, changing industry and competitive conditions, and other risks referred to in the Company’s registration statements and periodic reports filed with the Securities and Exchange Commission.

Contact:

David Kronfeld

917-408-1940

kronfeld@bellatlantic.net

(Table Follows)

		Year Ended December 31,
		2005		2004		2003
Net sales	$	358,476		212,550	$	184,416
Cost of goods sold		330,602		196,266		171,222
Gross profit		27,874		16,284		13,194
Selling, general and administrative expenses		8,623		7,457		6,419
Operating income		19,251		8,827		6,775
Interest expense		3,945		1,140		1,013
Income before income taxes		15,306		7,687		5,762
Income taxes		5,762		2,877		2,218
Net income	$	9,544	$	4,810	$	3,544
Weighted average shares outstanding:
Basic		9,677		9,574		9,466
Diluted		9,958		9,913		9,702
Earnings per share:
Basic		$.99		$.50		$.37
Diluted		$.96		$.49		$.37