12b-25

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 12b-25



NOTIFICATION OF LATE FILING



(Check One):  

£  Form 10-K  

£  Form 20-F

 £  Form 11-K   

S  Form 10-Q

              

£  Form N-SAR

£  Form N-CSR


For Period Ended:  September 30, 2006


£  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


Commission File Number 0-24974



Full name of registrant: DIASYS CORPORATION


Former name if applicable: N/A


Address of principal executive office (street and number):


 

      21 West Main Street

Waterbury, Connecticut  06702














PART II

RULE 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.)


S       (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without

   unreasonable effort or expense;


S       (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, Form N-SAR or

   Form N-CSR, or portion thereof, will be filed on or before the 15th 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.



PART III

NARRATIVE


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



The Company has been unable to complete compilation of all necessary information due to the travel schedules and other responsibilities of its Chief Executive Officer and its President / Chief Financial Officer and the complexities of compliance with the Sarbanes-Oxley Act.  The Company expects to complete all necessary functions as necessary to effect filing of its Quarterly Report on Form 10-QSB within 5 calendar days following the due date thereof.

         

.


PART IV

OTHER INFORMATION


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


Jeffrey B. Aaronson          (203) 755-5083

  (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).

                               

£  Yes S  No


The Company’s Quarterly Report on Form 10-QSB for its fiscal year ended June 30, 2006 has not yet been filed.


(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?


S  Yes £  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.




2




The Company’s net sales for the three-month period ended September 30, 2006 decreased $55,946 or 12.5% compared to the same period of the prior year. The decrease in net sales for the three-month period was primarily due to the timing of orders received by the Company.  The Company has unshipped orders totaling $364,629 as of September 30, 2006 compared to $159,251 as of September 30, 2005.







DIASYS CORPORATION

 (Name of Registrant as Specified in Charter)


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




Date:  November 10, 2006                                 

By: S/ JEFFREY B. AARONSON     

                                        

Jeffrey B. Aaronson

                                                       

President & Chief Financial Officer





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