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__     Form 10-Q_X_    Form N-SAR__

                         For Period Ended: March 31, 2001

                       [ ] 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 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:

______________________________________________________________________________




PART I - REGISTRANT INFORMATION


GC INTERNATIONAL , INC.
______________________________________________________________________________
Full Name of Registrant

______________________________________________________________________________
Former Name if Applicable


156 BURNS AVENUE ATHERTON, CALIFORNIA 94027
______________________________________________________________________________
Address of Principal Executive Office (Street and Number)



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:

_X_  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, Form 20-F, 11-K, 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 the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

Our CPA firm has not yet completed their audit.


PART IV - OTHER INFORMATION

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

         F. Willard Griffith II        (650)                  322-8449
- - -----------------------------------------------------------------------------
                  (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 reports) been filed?  If answer is
     no, identify report(s)

                  Yes _X_           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?

                  Yes ___           No _X_

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.

                             GC 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, 2001                     By: /s/ F. Willard Griffith II
- -------------------------                  ----------------------------------
                                               F. Willard Griffith II
                                               Chairman, Chief Executive Officer
                                               and Chief Financial Officer

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.



                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).




                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  competed  and  filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commissions files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of  Regulation  S-T or apply  for an  adjustment  in  filing  date
     pursuant to Rule 13(b) of Regulation S-T.