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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER
Washington, DC 20549 0-14937
CUSIP NUMBER
FORM 12b-25 693 437 303
NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q 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
For the Transition Period
Ended:___________________________________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRATION INFORMATION
PMC INTERNATIONAL, INC.
Full Name of Registrant
N/A
Former Name if Applicable
555 17th Street, 14th Floor
Address of Principal Executive Office (Street and Number)
Denver, Colorado 80202
City, State and Zip
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)
(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 be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of 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 the reasons why Forms 10-K, 20-F, 11-
K, 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Due to the unavoidable absence of the Company's Chief Financial
Officer additional time is required to complete its Form 10-QSB.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
KENNETH S. PHILLIPS (303) 292-1177
(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
(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.
It is expected that losses for the three months ended March 31,
1996 will be approximately $540,000 compared to $93,000 for the
three months ended March 31, 1995. Revenues for the first quarter
of 1996 were approximately $384,000 greater than the same period in
1995. Total expenses for the first quarter of 1996 were
approximately $831,000 greater than the same period in 1995.
PMC INTERNATIONAL, INC.
(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 15, 1996 By: Kenneth S. Phillips
/S/ Kenneth S. Phillips
