UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   FORM 12b-25

                         Commission File Number: 0--5265


                           NOTIFICATION OF LATE FILING

(Check One):
|_| Form 10-K   |_| Form 20-F   |_| Form 11-K   |X| Form 10-Q    |_| Form N-SAR

|_| Form N-CSR

                For Period Ended:      June 30, 2005
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                  |_|  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:
                                                ----------------------

Read Attached Instruction Sheet 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:_________


                        PART I -- REGISTRANT INFORMATION
                                Scan-Optics, Inc.


Full name of registrant N/A
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Former name if applicable

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Address of principal executive office (STREET AND NUMBER)
        179 Allyn Street - Suite 508

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City, state and zip code

 Hartford, CT 06103

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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 reason  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 Form N-CSR, 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 12b-25(c)
          has been attached if applicable.


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                              PART III -- NARRATIVE

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


On August 5, 2005,  Scan-Optics,  Inc.  entered  into and  closed a  Foreclosure
Agreement with its secured lender, SO Acquisition, LLC (as the assignee of ZOHAR
II 2005-1,  Limited,  ZOHAR CDO 2003-1,  Limited under the Credit Agreement) and
Patriarch Partners Agency Services, LLC as agent to the lender.


         The Foreclosure Agreement provides for Scan-Optics, Inc. transferring
substantially all of its assets to SO Acquisition, LLC in consideration of the
company being released from its obligations under the Third Amended and Restated
Credit Agreement, dated March 30, 2004, as amended by the First Amendment
thereto date June 27, 2005. The decision to delay the filing of the quarterly
report was made to permit management time to complete the report with the
required disclosures and pro forma data.

                          PART IV -- OTHER INFORMATION


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



 Scott M. Schooley                  860                        547-1761
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       (Name)                   (Area Code)               (Telephone Number)






        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
(2)     period that the registrant was required to file such report(s) been
        filed? If the answer is no, identify report(s).

                                                 |X|    Yes    |_|   No




        Is it anticipated that any significant change in results of operations
from the corresponding period for (3) 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.


Registrant refers the reader to its Current Report on Form 8-K filed August 5,
2005 and Form 8-KA filed August 11, 2005.

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                                Scan-Optics, 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: August 15, 2005                                     /s/ Scott M. Schooley
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                                                              Scott M. Schooley
                                                              President