NT 10-K, 1998-06-29
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                                 UNITED STATES                 | OMB APPROVAL |
                      SECURITIES AND EXCHANGE COMMISSION       +--------------+
                            Washington, D.C. 20549             | OMB Number:  |
                                                               |  3235-0058   |
                                  FORM 12b-25                  |   Expires:   |
                                                               |              |
                          NOTIFICATION OF LATE FILING          |   Estimated  |
                                                               |average burden|
(Check One): [X] Form 10-K  [ ] Form 20-F   [ ] Form 11-K      |   hours per  |
             [ ] Form 10-Q  [ ] Form N-SAR                     |response..2.50|
For Period Ended:      March 31, 1998                          +--------------+
                                                               | SEC File No. |
                [ ] Transition Report on Form 10-K             |   0-20462    |
                [ ] Transition Report on Form 20-F             |              |
                [ ] Transition Report on Form 11-K             +--------------+
                [ ] Transition Report on Form 10-Q             +--------------+
                [ ] Transition Report on Form N-SAR            |  CUSIP No.   |
                                                               | 161723-10-1  |
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:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Full Name of Registrant

ChatCom. Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable 

- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

9600 Topanga Canyon Boulevard
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City, State and Zip Code

Chatsworth, California 91311
- --------------------------------------------------------------------------------

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;
    | (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
[X] |      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. 


State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, 
N-SAR, or the transition report or portion thereof, could not be filed within 
the prescribed time period.   (ATTACHED EXTRA SHEETS IF NEEDED)

                            SEE ATTACHED NARRATIVE

                                               (ATTACH EXTRA SHEETS IF NEEDED)

                                                                SEC 1344 (11-91)


(1)  Name and telephone number of person to contact in regard to this 
         Gordon L. Almquist               818                  709-1778
     ----------------------------    --------------    -------------------------
               (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 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?                                               [X] Yes  [ ] 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.

                            SEE ATTACHED NARRATIVE
- --------------------------------------------------------------------------------

                                 ChatCom, 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  June 29, 1998                    By  /s/ Gordon L. Almquist
    ------------------------------        --------------------------------------
                                           Gordon L. Almquist
                                           Chief 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 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.

                             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

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 amended notification.
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 or apply for an adjustment in filing date
    pursuant to Rule 13(b) of Regulation S-T.

                                ATTACHMENT III

     ChatCom, Inc. (the "Company") previously reported that the Company changed
its principal independent accountants in February 1998.  As a result of the
Company's liquidity problems and the change in the Company's accountants, the
Company experienced a delay in the scheduling and completion of the audit
of the Company's financial statements for the fiscal year ended March 31, 1998.
For the foregoing reasons, the Company requires additional time to prepare its
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1998.

                                 ATTACHMENT IV

     It is anticipated that a significant change in results of operations from
the fiscal year ended March 31, 1997 ("fiscal 1997") will be reflected by the
earnings statement to be included in the Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1998 ("fiscal 1998") due to a reduction in net sales
during fiscal 1998 as compared to fiscal 1997 caused, in part, by the return of
certain equipment previously purchased from the Company by a foreign distributor
during fiscal 1998, increased research and development expenses during fiscal
1998 and the Company's liquidity problems during fiscal 1998 which caused the
Company to incur additional nonrecurring expenses. The Company is expected to
record a net loss of approximately $7,773,000 for fiscal 1998 on revenues of
approximately $7,271,000 as compared to a net loss of $4,601,000 on revenues of
$9,103,000 for fiscal 1997.

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