COMTREX SYSTEMS CORP
NT 10-Q, 1996-11-14
CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS)
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                                  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 
             [x] Form 10-QSB                    [ ] Form N-SAR

                      For Period Ended: September 30, 1996
                       [ ] 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: ______________


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  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:

==============================================================================


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Part I - Registrant Information

COMTREX SYSTEMS CORPORATION
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Full Name of Registrant

N/A
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Former Name if Applicable

102 Executive Drive, Suite 1
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Address of Principal Executive Office (Street and Number)

Moorestown, New Jersey  08057
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City, State and Zip Code


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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
                  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
                  12(b) - 25(c) has been attached if applicable.

Part III - Narrative

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR, or the transition report or portion thereof could not be filed within
prescribed time period. (Attach extra sheets if needed)

Completed and accurate financial statements not available on the filing___ date
of November 14, 1996, for the period ended September 30, 1996.

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Part IV - Other Information

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

                  Lisa J. Mudrick_____      (609)______     778-0090___________
                  (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  reports)  been filed?  If the answer is
                  no, identify report(s). [x] Yes [ ] 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.


                           COMTREX SYSTEMS CORPORATION
                  (Name of Registrant as Specified in Charter)

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



Date: November 13, 1996    By: /s/  Lisa J. Mudrick
                               ---------------------------------------     
                               Lisa J. Mudrick
                               Principal Financial Officer


INSTRUCTION: 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 by 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.





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