SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       Commission File Number: 33-55254-31

                                   FORM 12b-25

                           Notification of Late Filing



                                  (Check One):

    [X] Form  10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q  [ ] Form N-SAR

         For Period  Ended:  December  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:



      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            UniDyn, Corp.

                  Former Name if Applicable

                           8621 North Seventy Ninth Avenue
                  Address of Principal Executive Office (Street and Number)

                           Peoria, Arizona 85345
                  City, State and Zip Code

                        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;

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[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 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

[X]  (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 Form 10-K, 20-F, 11-K,
10-Q,  N-SAR,  or the  transition  report or portion  thereof could not be filed
within the prescribed period.
                  Auditor is not done with the audit.


                           Part IV - Other Information

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

                  Ira Gentry     (602)                      979-2800
         ---------------------------------------------------------------
                  (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?

                                                               [ ] 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.

                                  UniDyn, Corp.
                  (Name of Registrant as specified in charter)

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


Date:  March 26, 1998               By: /s/  Ira Gentry
                                            Ira Gentry, President


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                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                  10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                        SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS            TELEPHONE:       (801) 575-8297
UTAH ASSOCIATION OF                          FACSIMILE:       (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS            E-MAIL: smith&co@smithandcocpa.com
- --------------------------------------------------------------------------------


March 26, 1998


Securities & Exchange Commission
Washington, DC 20549

Gentlemen:

We are the independent  auditors of UniDyn,  Corp. This is to inform you that we
have not yet completed the audit to be included in the Form 10-K filing.

We hope to issue our report in time to allow UniDyn, Corp. to file its Form 10-K
within 15 days of the original due date.

Very truly yours,

Smith & Company



By: /s/ William R. Denney
         William R. Denney

Attachment: Form 12-b25

WRD/kod



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