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  [ ]Form 11-K  [X]Form 10-Q and
                       Form 10-QSB    [ ]Form N-SAR

For Period Ended:  March 28, 2003

[ ] 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: ___________________

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:

                                   PART I --
                           REGISTRANT INFORMATION
                           Full Name of Registrant
                          Former Name if Applicable

                             Goddard Industries, Inc.
                        -----------------------------------

           Address of Principal Executive Office (Street and Number)

                              705 Plantation Street
                        --------------------------------

                            City, State and Zip Code

                         Worcester, Massachusetts  01605
                   --------------------------------------------










                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, 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
         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;
     (c) The accountant's statement or other exhibit required by
         Rule 12b-25(c) has been attached if applicable.


                         PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report portion thereof, could not be filed
within the prescribed time period.


Registrant sold the operating assets of its Goddard Valve Corporation subsidiary
on January 31, 2003.  Additional accounting and administrative work was required
in connection with the sale, and with the process of terminating operations and
staff. The additional accounting work that was necessitated, together with the
effect of reduced staff, prevented Registrant from being able to complete the
filing of its Quarterly Report on Form 10-QSD within the prescribed time without
unreasonable effort or expense.


Part IV-- OTHER INFORMATION

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


      Kenneth E. Heyman               508           852-2436
           (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). Yes [X]   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[ ]  No [X]






                            GODDARD INDUSTRIES, 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 May 14, 2003                 By:   \s\ Salvatore J. Vinciguerra

                                  Name:  Salvatore  J. Vinciguerra
                                  Title: President and Chief Executive Officer