PERFORMANCE INDUSTRIES INC/OH/
NT 10-Q, 1996-08-16
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                                                 SEC File Number

                                                                         0-11331

                    NOTIFICATION OF LATE FILING                     CUSIP Number

                                                                     713 75 T104


(Check One):  [ ]  Form 10-K and Form 10-KSB   [ ]  Form 20-F     [ ]  Form 11-K
              [X]  Form 10-Q and form 10-QSB   [ ]  Form N-SAR

              For  Period  Ended:  March  31, 1996 
              [ ]  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
              Form the Transition Period  Ended:________________________________


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       Read 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.

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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

PERFORMANCE INDUSTRIES, INC.
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Full Name of Registrant

N/A
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Former Name if Applicable

2425 E. CAMELBACK RD. , SUITE #620
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Address of Principal Executive Office (Street and Number)

PHOENIX, AZ  85016
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City, State and Zip Code

PART II - RULES 12b-25 (b) and (c)

If the subject 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;

[X]      (b)      The subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-K,  Form  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

         (c)      The  accountant's  statement or other exhibit required by Rule
                  12b-2S (c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE

State below in reasonable  detail the reasons why the Form 10-K and form 10-KSB,
11-K,  20-F, 10-Q and form 10-QSB,  N-SAR,  or the transition  report or portion
thereof, could not be filed within the prescribed period.

Due to a reduction in staff,  the sale of a  subsidiary,  and the closure of one
unit of the restaurant group, there has been a delay in completing the financial
statements  and  management  discussion  and  analysis  which cannot be resolved
without hardship.

PART IV - OTHER INFORMATION

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

         Jim Brown                                (602)           912-0300
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          (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).

                                              [X]  Yes         [   ]  No
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(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
         narrantively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made. See below.

         The Company's  loss for the second  quarter is in excess of $1,000,000.
         The loss results from the closure of one restaurant  unit and the write
         off of $450,000 in assets related hereto, higher interest costs and the
         discount  of a  note  receivable  in  exchange  for an  immediate  cash
         payment.

                          PERFORMANCE INDUSTRIES, 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
thereunto duly authorized.

                                            PERFORMANCE INDUSTRIES, INC.

DATE:    August 15, 1996

                                            /s/ James W. Brown
                                           -------------------------------------
                                            James W. Brown


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