SEC FILE NUMBER
333-14495-01
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 12b-25
Notification of Late Filing
CUSIP NUMBER
N/A
[ ] Form 10-K and Form 10-KSB [ ] Form 20F [ ] Form 11-K
[X ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
(Check One:)
For Period Ended: March 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:
____________________________________________________________________
____________________________________________________________________
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.
_____________________________________________________________________
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Part I - Registrant Information
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Full Name of Registrant Panda Interfunding Corporation
Former Name if applicable
________________________________________________________________
Address of Principal Executive Office (Street and Number)
4100 Spring Valley, Suite 1001
City, State and Zip Code
Dallas, Texas 75244
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Part II - Rules 12b-25 (b) and (c)
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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 reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(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
[X] 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
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State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition
report or portion thereof could not be filed within the prescribed
period. (Attach Extra Sheets if needed) See Attachment "A"
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Part IV - Other Information
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(1) Name and Telephone number of persons to contact in regard to
this notification
R. Russell Petterson (972) 980-7159
(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 [ ] No
Note: Registrant has not been subject to reporting requirements
during the preceding 12 months.
(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.
PANDA INTERFUNDING CORPORATION
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date May 13, 1997 By /s/ Janice Carter
Name: Janice Carter
Title: Executive Vice President,
Secretary and Treasurer
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed
with the form.
ATTACHMENT "A"
Part III - Narrative
The Registrant expects to file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, on or before May
20, 1997. The Registrant's preparation of financial information
for such report has been delayed due to the significant
commitment of personnel and resources to the recent consummation
of a large private placement financing by an affiliated entity.
Part IV - Other Information
(3) Explanation. It is anticipated that there will be a
significant change in the results of operations from the three
months ended March 31, 1997 as compared to the three months ended
March 31, 1996, due to the inclusion of commercial operations of an
additional cogeneration plant and the increased interest expense as
a result of increased indebtedness. The Registrant currently
anticipates that net loss will be approximately $6.1 million for
the three months ended March 31, 1997, as compared to approximately
$887,000 for the three months ended March 31, 1996.
