CORVALLIS INC
NT 10-K, 1997-09-26
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                                                                    SEC File No:
                           NOTIFICATION OF LATE FILING               33-18143-D

                                    Form 10-K

                         For Period Ended June 30, 1997


         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:

          Not applicable. The filing relates to the entire Form 10-K.

Part I--Registrant Information

                     Full Name of Registrant: CORVALLIS, INC.

                     Address of Principal Executive Office:
                              1486 South 11th East

              City, State and Zip Code: Salt Lake City, Utah 84105


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)

[X]      (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  or  semi-annual   report/portion
thereof  will be filed on or before the  fifteenth  calendar day  following  the
prescribed  due date; or the subject  quarterly  report/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.


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<PAGE>




Part III--Narrative

         State below in reasonable detail the reasons why Form 10-K or 10-KSB or
portion thereof could not be filed within the prescribed time period.

         The  registrant  has recently changed accontants, which has caused some
         delayss in completing the year-end financial statements.

Part IV--Other Information

         (1)      The person to contact in regard to this notification is:

         James C. Lewis               (801) 530-0447

         (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?                                                  [ ] 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 results cannot be made.



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<PAGE>





                                 CORVALLIS, INC.

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


Date:  September 26, 1997  By:/s/Whitney O. Cluff
                              ----------------------------
                              Whitney O. Cluff, President


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.

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