Notification of Late Filing

Date: May 16, 2006

/s/ Stuart P. Dawley, Esq.

Stuart P. Dawley, Esq.

Vice President, General Counsel and Secretary


(Check one):	UNITED STATES
¨ Form 10-K	SECURITIES AND EXCHANGE COMMISSION
¨ Form 20-F	Washington, D.C. 20549
¨ Form 11-K
x Form 10-Q	FORM 12b-25	SEC FILE NUMBER 000-28217
¨ Form N-SAR
¨ Form N-CSR	NOTIFICATION OF LATE FILING


		For Period Ended: March 31, 2006
		¨ 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

AirNet Communications Corporation

Full Name of Registrant

N/A

Former Name if Applicable

3950 Dow Road

Address of Principal Executive Office (Street and Number)

Melbourne, Florida 32934

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
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 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

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 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 Registrant has previously disclosed a reduction in force and restructuring initiative while its Board of directors considers the options available to it in light of the Registrant’s cash position and immediate need for additional funding. The Registrant continues to meet with its lenders to attempt to address its outstanding debt obligations. The Registrant has not been able to finalize its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2006, in part because the Registrant must assess any possible asset impairments associated with the Registrant’s cash position and the potential impact on future operations. The Registrant currently intends to file its quarterly report within five calendar days of its original due date, or as soon as reasonably practicable thereafter.

PART IV — OTHER INFORMATION

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

Stuart P. Dawley, Esq.

(Name)

(321)

(Area Code)

984-1990

(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 x 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? 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.

The Registrant reported total net revenues of $5.2 million for the fiscal quarter ended March 31, 2005, with a net loss attributable to common stockholders of $(4.6) million. For the fiscal quarter ended March 31, 2006, the Registrant estimates that its total net revenues were approximately $1.4 million. It is currently unable to give an estimate of its net loss attributable to common stockholders pending resolution of the impairment issue described above.

AirNet Communications Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

- 2 -