SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-Q/A

(Mark One)
  X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
-----   EXCHANGE AT OF 1934



        For the quarterly period ended               March 31, 2001
                                           ----------------------------------

                                       OR

        TRANSITION  REPORT  PRUSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
        EXCHANGE ACT OF 1934


For the transition period from                        to
                                ------------------        -------------------

                        Commission file number 000-17259


                             GC INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


          CALIFORNIA                                    94-2278595
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. employer Identification no.)
 incorporation or organization)

      156 BURNS AVENUE, ATHERTON CALIFORNIA                       94027
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                    (Zip Code)


Registrant's Telephone Number, including Area Code        (650) 322-8449
                                                        -------------------

                                     N / A
--------------------------------------------------------------------------------
Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

Indicate  by check mark  whether  the  registrant  (1) has  filled  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes ___     No _X_


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all document and reports
required to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes        No
           ----      ----

                     APPLICABLE ONLY TO CORPORATE ISSUEERS:

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date 5,350,798.
<PAGE>

                             GC INTERNATIONAL, INC.
                                      INDEX
                                      -----

PART I.   FINANCIAL INFORMATION:
-------   ----------------------

         Item 1.      Financial Statements

              Unaudited Condensed Balance Sheets
                  March 31, 2001 and June 30, 2000..........................1


              Unaudited Condensed Statements of Operations
              Three and nine months ended March 31, 2001
                  and March 31, 2000........................................2

              Unaudited Statements of Cash Flows for the nine months
                  Ended March 31, 2001 and March 31, 2000...................3

              Notes to Unaudited Condensed Financial Statements.............4



         Item 2.      Management's Discussion and Analysis of
                      Financial Condition & Results of Operation............4



PART II.   OTHER INFORMATION:
--------   ------------------

Item 1.      Legal Proceedings..............................................6


         Item 2.      Changes in Securities.................................6

         Item 3.      Defaults Upon Senior Securities.......................6


         Item 4.      Submission of Matters to a Vote
                       of Security Holders..................................6

         Item 5.      Other Information.....................................6


         Item 6.      Exhibits & Reports on Form 8-K........................6


                      Signatures ...........................................6






<PAGE>
<TABLE>
<CAPTION>
                             G C International, Inc.
                                 Balance Sheets

                                                      Unaudited
                                                   March 31, 2001  June 30, 2000
                                                   --------------  -------------
<S>                                                 <C>            <C>
ASSETS
Current Assets
--------------
         Cash                                       $   200,529    $   173,019
         A/R less allowance for doubtful                595,290        548,399
            Accounts of $5538 and $5538
         Inventories                                    473,395        555,963
         Prepaid Expenses                                27,568          8,261
         Deferred Tax Benefit                            19,338         19,338
                                                    -----------    -----------
                     Total Current Assets             1,316,120      1,304,979

         Property and Equipment, net                    437,459         448.36
         Deposits and Deferred Expenses                  45,204         43,760
         Deferred Tax Benefit                           368,118        368,118
                                                    -----------    -----------
                     Total Assets                   $ 2,166,901    $ 2,165,220
                                                    ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
--------------------
         Accounts Payable                           $   243,205    $   123,604
         Accrued Expenses                               514,505        592,539
         Notes Payable                                  234,304        248,876
                                                    -----------    -----------
                     Total Current Liabilities          992,014        965,020

Other Liabilities
------------------
         Notes Payable, net of current                  131,556        113,063
         Other Long Term Debt                           320,000        320,000

Stockholders' Equity
--------------------
         Common Stock, without par value              1,759,149      1,759,149
         Accumulated deficit                         (1,035,828)      (992,011)
                                                    -----------    -----------
                     Net Stockholders' Equity           723,321        767,138

         Total Liability and Stockholders' Equity   $ 2,166,901    $ 2,165,220
                                                    ===========    ===========
</TABLE>
The accompanying notes are a integral part of these financial statements

                                       1
<PAGE>
<TABLE>
<CAPTION>
                             G C International, Inc.
                        Condensed Statement of Operations
                                   (Unaudited)

                                                    3 Months Ended                9 Months Ended
                                             --------------------------    --------------------------
                                               3/31/01        3/31/00         3/31/01       3/31/00
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>
Net Sales                                    $ 1,265,083    $ 1,472,723    $ 3,901,047    $ 3,701,559

Cost of Sales                                    856,097        970,904      2,727,485      2,542,588
                                             -----------    -----------    -----------    -----------
Gross Profit                                     408,986        501,819      1,173,562      1,158,971

Operating Expenses:
        Selling                                   65,224         81,634        172,204        169,627
        Administrative                           344,227        353,463        993,436        994,779
                                             -----------    -----------    -----------    -----------
               Operating Profit (Loss)              (465)        66,722          7,923         (5,435)

Other income (expense):
               Other income (expense), net         5,163         62,243         44,027         66,449
               Interest Expense net of             2,005        (42,189)         6,733          5,699
                                             -----------    -----------    -----------    -----------
                    Interest Income

Income (Loss) before income taxes,                (7,633)        46,669        (42,837)       (77,583)
        extraordinary event, and
        discontinued operations

Income tax benefit (expense)                         800           (511)           800           (511)

               Net Income (Loss)             $    (8,433)   $    47,180    $   (43,637)   $   (77,072)
                                             ===========    ===========    ===========    ===========

Earnings per Common Share
               Primary                       $     (0.00)   $     (0.01)   $     (0.01)   $     (0.01)
               Fully Diluted                 $     (0.00)   $     (0.01)   $     (0.01)   $     (0.01)

Weighted average shares outstanding
               Primary                         5,350,798      6,783,191      5,350,798      6,783,191
               Fully Diluted                   5,350,798      6,783,191      5,350,798      6,783,191

</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       2
<PAGE>

<TABLE>
<CAPTION>
                             G C International, Inc.
                             Statement of Cash Flows
                                   (Unaudited)

                                                       9 Months Ended   9 Months Ended
                                                       March 31, 2001   March 31, 2001
                                                         ----------     --------------
<S>                                                      <C>            <C>
Cash flows from operating activities:
Net Income                                               $ (43,817)     $ (77,072)
Adjustments to reconcoile net income to net cash
      provided by operating activities:
         Depreciation and amortization                     100,963         82,737
         Gain on sales of property, plant & equipment         --             --
         Repurchase of GCI Stock                              --          (10,859)

Adjustments to cash from operations:
      Accounts Receivable (increase) decrease              (46,892)      (147,609)
      Inventory (increase) decrease                         82,568         (8,209)
      Accrued payable increase (decrease)                  119,601         93,148
      Accrued liabilities increase (decrease)              (78,034)       (56,034)
      Income taxes payable increase (decrease)                --           34,561
      Prepaid Income Taxes                                    --             --
      Deferred tax (increase) decrease                        --             --
      Prepaid expenses (increase) decrease                 (19,308)       (20,516)
      Other assets & Deposits (increase) decrease           (1,443)        (7,043)
                                                         ---------      ---------

      Net cash provided by operating activities            113,638       (116,895)

Cash flows from investing activities:
      Purchase of property, plant, and equipment           (90,059)       (13,497)
      Proceeds from sales of property, plant and
         equipment                                            --             --
                                                         ---------      ---------

      Net cash provided by investing activities            (90,059)       (13,497)

Cash flows from financing activities:
      Payments on short term borrowings                    (14,572)        (7,698)
      Payments on long term debt                            18,503        (51,463)
      New long term borrowings                                --             --
                                                         ---------      ---------

      Net cash provided by financing activities              3,931        (59,161)

Increase (Decrease) in cash and cash equivalents            27,510       (189,554)

Cash at beginning of period                                173,019        371,085
                                                         ---------      ---------

Cash at end of period                                      200,529        181,531
                                                         =========      =========

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                             GC INTERNATIONAL, INC.
                     Notes to Condensed Financial Statements
Note 1
------
The financial statements included herein have been prepared by GC International,
Inc.,  ("GCI")  without  audit,  and include all  adjustments  which are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  Company's
financial  position as of March 31, 2001, and March 31, 2000, and the results of
it's  operation  for the three and nine  months  ended  March 31, 2001 and 2000.
Certain  information  and  note  disclosures   normally  included  in  financial
statements have been condensed or omitted pursuant to such rules and regulations
of the Securities and Exchange  commission,  although the Company  believes that
it's disclosure in such financial statements is adequate to make the information
presented not misleading.

These  financial  statements  should be read in  conjunction  with the Company's
financial  statements  and notes  thereto  included in the  Company's  Form 10-K
Annual Report filed with the Securities and Exchange Commission.  The results of
operations  for  the  three  and  nine  months  ended  March  31,  2001  are not
necessarily indicative of the results of the full year.

Note 2
------
Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market and consist of the following:

                                      March 31               March 31
                                        2001                   2000
                                        ----                   ----
         Raw materials               $ 77,550               $ 79,088
         Work in process              395,845                402,052
                                      -------                -------

                Total                $473,395               $481,140
                                     ========               ========

Inventories  decreased  slightly  at the end of March  2001 due to work that was
shipped at the end of the month.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Liquidity and Capital Resources
-------------------------------
As of March 31, 2001, the Company's cash position increased slightly to $200,529
and working  capital  was  $324,106,  compared  to cash of $181,531  and working
capital of $353,403 in the prior period.  The cash position increased during the
period as a result of increased  collections in accounts receivable.  Management
believes  that these funds and cash flow from  operations  are  marginal to fund
ongoing  operations,  and the division must increase  sales and cash flow during
2002. However, there is no assurance that these funds will prove adequate if the
Company is unable to obtain positive cash flow operations in the future.  At the
present  time,  the  Company  is very  short  of cash  and has  been  stretching
payables.

                                       4
<PAGE>
Energy Costs
------------
The Energy crisis in California is acute. During the past 9 months the Company's
energy  costs  have  risen  substantially  and are  projected  to rise  further.
According to recent  reports,  a rate increase of 45% or more has been approved.
If these costs cannot be recovered through price increases, the fiscal health of
the Company could be in jeopardy.  In addition,  rotating  blackouts may cause a
reduction in production output causing additional losses.


Capital Equipment Requirements and Equipment Leases
---------------------------------------------------
The Company,  from time to time, has satisfied  certain of its capital equipment
requirements  by entering into  equipment  leases with third parties or purchase
arrangements with the equipment manufacturers. During 2001, the Company has been
able to arrange satisfactory purchase contracts.

The Company  anticipates that additional  capital  equipment may be required for
the Company's operating divisions during 2001 and 2002. The Company will use its
best efforts to satisfy its capital needs by using internally  generated cash in
excess  of  debt   repayments,   cash  resources  and  by  entering  into  other
arrangements  as available.  There can be no assurances that cash resources will
be adequate.

Factors Affecting Future Results
--------------------------------
The Company makes payments to certain creditors in accordance with the Company's
1991 Plan of  Reorganization.  The total of the  non-interest  bearing notes, at
March 31, 2001 was $155,365 compared to $164,365 at March 31, 2000.

The  Company  settled  and paid  interim  claim with the EPA for  $100,000  plus
interest for a Superfund Site cleanup in connection  with waste generated in the
1970's by a former division.  In April,  2000 EPA requested that the Company pay
in excess of $500,000 for the final remediation.  However,  the EPA also offered
to settle for a lesser  amount  based on a financial  analysis of the  Company's
ability  to pay.  As of  February  20,  2001,  the  Company  received  a  letter
suggesting that the EPA would settle for approximately $320,000. The Company has
resubmitted our financials requesting a further reduction.  The Company has only
reserved $120,000 to cover this settlement. In any event, the Company cannot pay
the amount requested because there are insufficient funds. However,  there is no
guarantee  that the  Company  will be able to settle the claim on terms that are
satisfactory.



Results of Operations
---------------------
Comparison of three and nine months ended March 31, 2001, and March 31, 2000.

The  Company's  sales  for the nine  months  ending  March 31,  2001,  increased
slightly to  $199,488  or 5.4% and for the 3 month  period  sales  decreased  by
$207,640 or 14.1% over the comparable period of the prior year.

                                       5
<PAGE>
There has been a  noticeable  decrease in the  Company's  markets as the current
recession   continues  to  impact  ALJ.  The  backlog  which  was  approximately
$1,773,800  at June  30,  2000  decreased  at  March  31,  2001  to  $1,320,700.
Significantly, a substantial part of the backlog is stretched out. If orders can
be booked as a result of continued sales and marketing efforts,  shipments could
increase during the fourth quarter to enable a return to profitability. However,
there are no assurances  that the Company will be able to do so. The Company has
been increasing the marketing  efforts by adding mailings to the schedule and is
changing sales representatives in underperforming  territories. In addition, the
Company has  terminated  Sales  Representatives  in  California  and switched to
direct sales. This seems to be producing positive results with our customers.


The Apollo Division has had, in the past,  good  production  yields and division
profits have generally  held up. Apollo  shipments are expected to remain stable
during the next six months and are  therefore  expected  to provide  profits and
cash flow. In March and April 2001, Apollo suffered a production problem,  which
reduced yields dramatically causing a significant drop in Apollo profits. Yields
have been  improving  but as of April 30,  they  have not been  brought  back to
former  levels.  There is no  guarantee  that  Apollo  will be able to return to
former yields and failure to do so will impact the  company's  ability to return
to positive  cash flow.  Therefore,  the  Company's  profits,  cash position and
earnings per share may decrease as compared to 2000.

The Company's  cost of sales  increased to 67.7% in the 3 months ended March 31,
2001 as compared to 65.9% in the comparable period. Operating expenses decreased
slightly as compared to the prior  three-month  period.  The Company  expects to
continue  heavy  selling  activities  during the next three months to obtain new
tooling  and  orders.  Administrative  expense  increased  due to an increase in
management and direct  personnel.  The Company suffered a loss of $8,433 for the
Quarter ending March 31, 2001 compared to a profit of $47,180 for March 31, 2000
and for the nine  months the loss  decreased  to $43,637  compared  to the prior
period loss of $77,072.

However,  the current  recession is making new orders for tooling and production
difficult to obtain and a loss is projected for the quarter ending June 30, 2001
and for the fiscal year.




                                       6
<PAGE>

PART II



Item 1   Legal Proceedings:  None

Item 2   Changes in Securities:  Not Applicable

Item 3   Defaults upon Senior Securities:  Not Applicable

Item 4   Submission of Matters to a Vote of Securities Holders:  Not Applicable.

Item 5   Other Information:  None

Item 6   Exhibits and Reports on Form 8K:  None




------------------------





                             GC INTERNATIONAL, INC.
Signatures
----------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                     GC International, Inc.
                                          (Registrant)


  May 12, 2001                       F. Willard Griffith II
  ------------                       ----------------------
      Date                           F. Willard Griffith II
                                     Chairman, Chief Executive Officer and
Chief Financial Officer




                                        7