TRANSNATIONAL INDUSTRIES INC
NT 10-K, 1997-05-01
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                     FORM 12b-25 NOTIFICATION OF LATE FILING
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                             SEC FILE NUMBER 0-14835

                              CUSIP NUMBER 89377820



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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(Check One): [X] Form 10-K/10-KSB [  ] Form 20-F [  ] Form 11-K [  ] Form 10-Q/
10-QSB [  ] Form  N-SAR
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For  Period  Ended:  January  31,  1997 
[ ]  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.
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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 1--REGISTRANT INFORMATION (Official Text)
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Full Name of Registrant: Transnational Industries, Inc.
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Former Name if Applicable: Not applicable
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Address of Principal Executive Office (Street and Number): P0 Box 198, Route One
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City, State and Zip Code: Chadds Ford, Pennsylvania 19317

PART II--Rules 12b-25(b) AND (c) (Official Text)
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)
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 (a)      X
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The reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;

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 (b)      X
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The subject annual report,  semi-annual report,  transition report on form 10-K,
Form 10KSB, Form 20-F, 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 of 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
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(c) 
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The  accountant's  statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.  PART III--NARRATIVE (Official Text) State below in
reasonable  detail the  reasons  why the Form 10-K,  10-KSB,  20F,  11-K,  10-Q,
10-QSB,  N-SAR, or the transition report or portion thereof,  could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)

The Registrant is negotiating the terms of a commitment from a bank with respect
to the provision by the bank of a term and revolving  loan credit  facility that
would be used by the Registrant to repay its indebtedness to its current secured
lender.  The Registrant has also received verbal  notification  that it would be
receiving,  on or  about  May 1,  1997 an  extension  of its  existing  loan
agreements from its current secured lender. The existence of an extension of the
current debt  agreements and a commitment from another bank will have a material
effect on a significant  number of portions of the Registrant's Form 10-KSB, and
the Registrant is therefore unable at this time to finalize its Annual Report on
Form 10-KSB within the prescribed time period.

PART  IV--OTHER  INFORMATION  (Official  Text) (1) Name and telephone  number of
person to contact in regard to this notification

 Paul L. Dailey      610           459-5200
       (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 answer is no, identify report(s). [X] Yes [ ] No
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(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  statement 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.
   
Transnational Industries, Inc.
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(Name of Registrant as Specified in Charter) has caused this  notification to be
signed on its behalf by the undersigned hereunto duly authorized.

Date:  May 1, 1997

By: /s/ Paul L. Dailey
       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.  ATTENTION
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Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations             (See             18             U.S.C.             1001).
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                      GENERAL INSTRUCTIONS (Official Text)
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  files. 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  notification  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 amendment  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 (ss.  232.201  or ss.  232.202  of this
chapter) or apply for an  adjustment  in filing  date  pursuant to Rule 13(b) of
Regulation S-T (ss. 232.13(b) of this chapter). (Amended by Sec Act Rel No 7122,
Exch Act Rel No 35113, eff. 1/30/95).



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