Form 12b-25
   [As last amended in Release No. 34-35113, December 19,1994, 59 F.R. 67752.]

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING
                                   (Check One)

[X] Form 10-K    [ ] Form 20-F  [ ]   Form 11-K []  Form 10-Q   [ ] Form N-SAR

      For Period Ended:  June 30, 2000

      [    ] 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:
- -------------------------------------------------------------------------------

      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
- -------------------------------------------------------------------------------
Full Name of Registrant

PHC, Inc.
Former Name if Applicable   N/A

200 Lake Street, Suite 102
Address of Principal Executive Office (Street and number)

Peabody, Massachusetts  01960
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)

     (a) The reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

                                     - 1 -



     (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  described  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 the reasons why Form 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.

Audited Financial Statements are unavailable. See attached press release.

Part - IV Other Information
- -------------------------------------------------------------------------------

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

  Paula C. Wurts                  (978)                        536-2777
     (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). [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

     See attached press release.

     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.

 ...............................................................................
                                  PHC, Inc.
  has caused this notification to be signed on its behalf by the undersigned
                          thereunto duly authorized.

Date:     September 28, 2000                     By:  /s/ Paula C. Wurts
                                                          Controller,
                                                          Treasurer,
                                                          Assistant Clerk

                                     - 2 -


                                  PRESS RELEASE

FOR IMMEDIATE RELEASE                     Contact:   Bruce A. Shear, President
                                                     PHC, Inc.  (978) 536-2777

          PHC, INC. REPORTS HIGHER OPERATING INCOME AND REVENUE GROWTH
                     FOR THE FISCAL YEAR ENDED JUNE 30, 2000

PEABODY,  MA,  September 28, 2000 - PHC,  Inc.,  dba Pioneer  Behavioral  Health
(NASDAQ...PIHC) a leading provider of inpatient and outpatient behavioral health
services, today reported results for the Fiscal Year Ended June 30, 2000.

Income from operations prior to interest, taxes, depreciation,  amortization and
Internet  expenses  rose to  $1,139,318  for the Fiscal Year ended June 30, 2000
from $932,660 for the prior year.  Revenue for the year rose to $20,378,760 from
$19,139,496 for the Fiscal Year ended June 30, 1999, a 6.5% increase.

Commenting on the results, Bruce A. Shear,  President,  stated, "We have reached
another  milestone,  which was a return to profitability from our core business,
and our operating  income was the highest in six years.  Income from  operations
prior to our  Internet  company  expenses was $749,314 for the Fiscal Year Ended
June 30, 2000  compared to a loss of $542,175 for the prior year, an increase of
$1,291,489.  On  a  consolidated  basis,  PHC,  Inc.  reported  a  net  loss  of
$1,577,145.  Included  in this  net  loss are  expenses  from our  Wellplace.com
Internet subsidiary of $520,463 and $964,474 for dividends on preferred stock."

Shear added,  "Occupancy levels at our treatment  facilities  continue at a high
level  for the  month of  September.  We  recently  announced  a  number  of new
contracts  at  our  Harmony  Healthcare  and  Pioneer  Pharmaceutical   Research
divisions  that are just  beginning  to generate  revenue,  and are  expected to
contribute  greatly to enhancing  shareholder  value during this current  fiscal
year."

Pioneer's Internet  subsidiary recently launched its new website and changed its
name to  Wellplace.com.  "This  new  site,  along  with the  recently  announced
acquisition  of  TherapyRightNow  and the  appointment of Joyce Reitman as Chief
Executive Officer,  will also contribute greatly to enhancing  shareholder value
during this fiscal year. The architecture and management team is now in place to
take Wellplace.com to the next level," Shear concluded.

ABOUT PIONEER BEHAVIORAL HEALTH
Pioneer  Behavioral  Health's core business  provides  inpatient and  outpatient
behavioral  healthcare  services.  The company contracts with national insurance
companies,  major  transportation  and gaming  companies  to provide  behavioral
health  services.  Pioneer  also  owns and  operates  WellPlace.com,  a  leading
Internet-based   provider  of  behavioral   health  services  to  consumers  and
professionals.   For   more   information,   please   visit   our  web  site  at
WWW.WELLPLACE.COM.

The company will hold a comference  call on Friday,  September 29, 2000 at 11:00
AM (EDT). to listen to the live call, dial 888-335-6674.



                       ** SEE FINANCIAL HIGHLIGHTS ATTACHED **

                                     - 3 -

PHC, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
                                                                     

                                       FOR THE THREE MONTH         FOR THE FISCAL YEAR ENDED
                                       06/30/00        06/30/99      06/30/00       06/30/99


Total Revenue                           $5,527,168    $4,767,967    $20,378,760   $19,139,496

Net Income (Loss) from
 Continuing Operations before
 Interest, Taxes, Depreciation,
 Amortization and Wellplace.com            (26,231)      (71,927)     1,139,318       932,660

Net Income (Loss) before Wellplace.com
  and dividends on preferred stock        (370,274)     (468,474)       (92,208)   (1,344,523)

Net Income (Loss)                         (918,132)     (527,791)    (1,577,145)   (1,496,198)

Basic Earnings (Loss) Per Share
 from Continuing Operations before
 Interest, Taxes, Depreciation and
 Amortization                               ($.003)       (.011)           .164          .155

Weighted Average Number of Shares
  Outstanding                            7,737,649    6,301,339       6,916,598     6,008,263



CONDENSED CONSOLIDATED BALANCE SHEET

                                          06/30/00           06/30/99
                                        __________________________________
ASSETS

Total current assets                   $ 7,644,018      $ 7,673,214

Total Assets                            15,887,809       14,807,991


LIABILITIES AND STOCKHOLDERS' EQUITY

Total current liabilities                9,238,997        9,265,052

Total Liabilities and Stockholders'
  Equity                                15,887,809       14,807,991



This press release may include  forward-looking  statements  about the Company's
revenues and earnings and future plans and  objectives.  Any such statements are
subject to risks and  uncertainties  that could cause the actual results to vary
materially. These risks are discussed in the Company's Report on Form 10-KSB for
the years ended June 30, 1997, June 30, 1998, and June 30, 1999,  filed with the
Securities and Exchange Commission on Oct. 14, 1997 as amended on Oct. 29, 1997;
Oct.13, 1998 as amended on Dec.7, 1999; and Oct. 13, 1999 as amended on Nov. 29,
1999, respectively.