COMTREX SYSTEMS CORP
NT 10-Q, 1997-02-14
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:  December 31, 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 February 14, 1997, for the period ended December 31, 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.


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                          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: February 13, 1997                 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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