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
             |_| Form N-SAR  |_| Form N-CSR

For Period Ended:          MARCH 31, 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:
                                ------------------------------

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READ INSTRUCTION (ON BACK PAGE) 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:

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PART I - REGISTRANT INFORMATION

INTERLINK ELECTRONICS, INC.
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Full Name of Registrant

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Former Name if Applicable

546 FLYNN ROAD
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Address of Principal Executive Officer (STREET AND NUMBER)

CAMARILLO, CA  93012
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City, State and Zip Code


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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)

            |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,
                 |           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.

PART III - NARRATIVE

State below in reasonable detail 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.

         As disclosed in the Current  Report on Form 8-K filed by the Registrant
on  November  3,  2005,  the  Registrant's  Audit  Committee,   on  management's
recommendation,  concluded that the  Registrant's  financial  statements for the
years ended December 31, 2003 and December 31, 2004 and the quarters ended March
31,  2005 and June 30,  2005  should  no longer  be  relied  upon and  should be
restated. In connection with the restatement,  an independent  investigation was
undertaken  at the  direction of the  Registrant's  Audit  Committee by Dorsey &
Whitney,  LLP. The  Registrant  announced  the  completion  of this  independent
investigation in its Current Report on Form 8-K filed on March 6, 2006.

         Since  that  time,  the   Registrant's   management  has  been  working
diligently to complete  these matters and finalize its financial  statements for
the years ended  December 31, 2003,  December 31, 2004 and December 31, 2005 and
the quarters  ended March 31, 2005 and June 30, 2005,  however,  due to the time
and effort involved (and without unreasonable effort or expense), the Registrant
has not been able to finalize its  financial  statements  yet and is not able to
file its Quarterly Report on Form 10-Q for the three months ended March 31, 2006
within the prescribed time period. The Company now expects to file its Quarterly
Report on Form 10-Q sometime  during the third quarter of 2006,  and such report
will  include  disclosure  of  the  adjustments  on  the  financial  statements,
including  net income  (loss),  for each of the  periods  affected  by the items
described above.


                                    12b25-2



PART IV - OTHER INFORMATION

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


CHARLES C. BEST                    (805)                       484-1356
----------------------------     ----------------------     --------------------
             (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

         The Registrant has not filed its Quarterly  Report on Form 10-Q for the
three months ended  September 30, 2005 or its Annual Report on Form 10-K for the
year ended December 31, 2005.

(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?                  |X| 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.

         The Registrant anticipates that its results of operations for the three
months  ended March 31, 2006 will be a net loss and it expects that the net loss
for the 2006 period will be greater  than the net loss from  operations  for the
three  months ended March 31, 2005.  The Company  cannot  estimate the amount of
this  anticipated  change  in  results  from  2005 to 2006  because  it is still
finalizing its financial statements and completing the matters discussed in Part
III above.

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                                    12b25-3



                           INTERLINK ELECTRONICS, INC.
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                  (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 16, 2006                   By       /S/ CHARLES C. BEST
     --------------------------            -------------------------------------

                                                 Charles C. Best
                                                 Chief Financial Officer


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