U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


         ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1996

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from     to

                        Commission File Number: 0-21178

                     MISTER JAY FASHIONS INTERNATIONAL, INC.

        (Exact name of small business issuer as specified in its charter)

Delaware                                   13-3626613
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                    448 West 16th Street, New York, NY 10011
                    (Address of principal executive offices)

                                 (212) 391-2272
                           (Issuer's telephone number)



              (Former name, former address and former fiscal year,
                         if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 X No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:

     Common Stock, $.01 par value.  5,588,050 shares outstanding as of September
30, 1996


<PAGE>

              MISTER JAY FASHIONS INTERNATIONAL INC. AND SUBSIDIARY



                                      INDEX

<TABLE>
<CAPTION>
                                                                                Page(s)
<S>                                                                             <C>
PART 1.           Financial Information

ITEM 1.        Financial Statements

Consolidated Condensed Balance Sheets - September 30, 1996 (Unaudited)
and March 31, 1996                                                              3.

Consolidated Condensed Statements of Operations (Unaudited) -
Six and Three Months Ended September 30, 1996 and 1995                          4.

Consolidated Condensed Statements of Cash Flows (Unaudited) -
Six Months Ended September 30, 1996 and 1995                                    5.

Notes to Interim Consolidated Condensed Financial Statements (Unaudited)        6.


ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations                                                           8.

PART 2. Other Information


SIGNATURES


EXHIBITS: Exhibit 27 - Financial Data Schedule

</TABLE>


<PAGE>



PART I. FINANCIAL INFORMATION

ITEM I. Financial Statements
<TABLE>
<CAPTION>

             MISTER JAY FASHIONS INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                   - ASSETS -

                                                                                September 30,       March 31,
                                                                                1996                1996
                                                                                (Unaudited)
<S>                                                                             <C>                 <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                   $105,782            $75,573
    Accounts receivable - net of allowances for doubtful accounts of $32,013    467,024             313,068
    Inventories                                                                 10,783,806          8,273,225
    Prepaid expenses and other current assets                                   90,753              338,844
    Note receivable - officer (Note 3)                                          1,439,250           -
    Loans and advances - officer (Note 3)                                       53,648              88,105

TOTAL CURRENT ASSETS                                                            12,940,263          9,088,815

PROPERTY AND EQUIPMENT - NET                                                    1,902,914           1,866,169
                                                                                -------------       -------------

OTHER ASSETS:
    Investment in affiliate (Note 4a)                                           323,270             -
    Deferred interest and other                                                 489,322             464,746
                                                                                -------------       -------------

                                                                                812,592             464,746
                                                                                -------------       ------------

                                                                                $15,655,769         $11,419,730

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
    Borrowings under financing agreement                                        $5,480,972          $3,403,025
    Accounts payable                                                            5,124,517           2,926,827
    Accrued expenses and other current liabilities                              253,290             548,360
    Due to affiliates                                                           320,000             418,561

TOTAL CURRENT LIABILITIES                                                       11,178,779          7,296,773

LONG-TERM LIABILITIES:
    Deferred rent liability                                                     177,112             197,935

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS IN SUBSIDIARY  (Note 2)                                      2,777,114           2,501,653
                                                                                ------------        ------------

SHAREHOLDERS' EQUITY  (Note 4):
    Common stock, $.01 par value,  10,000,000 shares  authorized;  
     5,588,050 and 2,188,050 shares issued and outstanding at
     September 30, 1996 and March 31, 1996, respectively                        55,881              21,881
    Additional paid-in capital                                                  7,429,400           5,709,930
    Common stock subscribed                                                     150,000             150,000
    Retained earnings (deficit)                                                 (6,112,517)         (4,458,442)
                                                                                1,522,764           1,423,369

                                                                                $15,655,769         $11,419,730
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4


<PAGE>

<TABLE>
<CAPTION>


             MISTER JAY FASHIONS INTERNATIONAL, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)




                                                       For the Six Months Ended                For the Three Months Ended
                                                            September 30,                             September 30,
                                                       ----------------------------------      --------------------------
                                                       1996                1995                1996                1995
                                                       -------------       --------------      --------------      ---------
<S>                                                    <C>                 <C>                 <C>                 <C>    
NET SALES                                              $7,398,901          $8,821,761          $3,910,081          $4,286,561
                                                       -----------         ------------        ------------        ------------

COSTS AND EXPENSES:
  Cost of sales                                        5,403,737           5,935,142           2,881,301           2,892,873
  Operating expenses                                   4,055,926           4,924,288           2,072,091           2,434,748
  Interest and other income                            (35,502)            (36,599)            (35,502)            (6,002)
  Interest expense                                     370,682             218,801             188,533             101,042
                                                       ------------        -------------       -------------       -------------
                                                       9,794,843           11,041,632          5,106,423           5,422,661
                                                       ------------        ------------        -------------       -------------

LOSS BEFORE MINORITY INTERESTS                         (2,395,942)         (2,219,871)         (1,196,342)         (1,136,100)

  Minority interests in net loss of consolidated
     subsidiary  (Note 2)                              741,867             1,310,407           368,583             636,382
                                                       ------------        -------------       -------------       -------------

LOSS BEFORE PROVISION FOR
  INCOME TAXES                                         (1,654,075)         (909,464)           (827,759)           (499,718)

  Provision (credit) for income taxes                  -                   -                   -                   -
                                                       ---------------     -----------------   --------------      --------------

NET LOSS                                               $(1,654,075)        $(909,464)          $(827,759)          $(499,718)
                                                       ===========         =============       ============        =============


LOSS PER COMMON AND DILATIVE
  COMMON EQUIVALENT SHARE
  (Note 5):

  Net loss before minority interest                    $(.55)              $(1.16)             $(.20)              $(.52)
  Minority interests in net loss of consolidated
     subsidiary                                        .17                 .68                 .06                 .29
                                                       ------              -------             ------              ------

NET LOSS PER SHARE                                     $(.38)              $(.48)              $(.14)              $(.23)
                                                       =====               =======             =====               =====

WEIGHTED AVERAGE NUMBER OF
  COMMON AND DILATIVE SHARES
  OUTSTANDING                                          4,304,443           1,914,553           5,888,050           2,188,050
                                                       =========           =========           =========           =========
</TABLE>




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


                                        5


<PAGE>
<TABLE>
<CAPTION>



             MISTER JAY FASHIONS INTERNATIONAL, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                For the Six Months Ended
                                                                                      September 30,
                                                                                1996                     1995
                                                                                ------------------       ------------
<S>                                                                             <C>                      <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                      $(1,654,075)             $(909,464)
  Adjustments to reconcile net loss to net cash
     (used for) operating activities:
        Depreciation and amortization                                           302,105                  232,251
        Allowance for doubtful accounts                                         -                        5,000
        Minority interest in net loss of subsidiary                             (741,867)                (1,310,407)
        Compensatory options and stock issued by subsidiary                     16,000                   151,900
        Deferred rent                                                           (20,821)                 (15,000)
  Change in assets and liabilities:
     (Increase) decrease in accounts receivable                                 (153,956)                162,462
     (Increase) in merchandise inventories                                      (2,510,581)              (1,845,551)
     Decrease in prepaid expenses                                               247,090                  35,264
     Increase in accounts payable                                               2,197,689                2,168,557
     (Decrease) in accrued expenses and other current liabilities               (295,070)                (259,928)
                                                                                -----------              ------------
        Net cash (used for) operating activities                                (2,613,486)              (1,584,916)
                                                                                -----------              ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of fixed assets                                                      (231,477)                (67,067)
  Advances repaid by affiliate                                                  562,123                  -
  Loans made to officer                                                         (86,227)                 (210,965)
        Net cash provided by (used for) investing activities                    244,419                  (278,032)
                                                                                ------------             ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings under financing agreement                                      2,077,947                -
  Net borrowings under line of credit                                           -                        1,092,361
  Repayment of shareholder loans                                                -                        (19,349)
  Payment of Series B redeemable preferred stock - net of interim accretion     -                        (155,404)
  Payments of capital lease obligation                                          -                        (41,179)
  Investment by minority shareholders                                           321,329                  675,000
                                                                                -----------              ------------
        Net cash provided by financing activities                               2,399,276                1,551,429
                                                                                -----------              ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       30,209                   (311,519)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR                                 75,573                   407,042
                                                                                ------------             ------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                     $105,782                 $95,523
                                                                                ===========              ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                                                 $370,682                 $218,801
  Taxes paid                                                                    -                        780
</TABLE>

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

                                        6


<PAGE>



              MISTER JAY FASHIONS INTERNATIONAL INC. AND SUBSIDIARY
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE   1 -    BASIS OF PRESENTATION:

     As of  March  31,  1996,  Mister  Jay  Fashions  International  Inc.  ("the
Company")  owned a majority  interest  (50.06%) in U. S.  Wireless  Corporation,
formerly American Toys, Inc., ("Wireless") which entity in turn owned a majority
interest (67%) in Play Co. Toys & Entertainment  Corp. ("Play Co."). Play Co. is
an operating company that sells toys and educational games primarily on a retail
basis. Wireless does not and has never conducted any active operations.

     As of September 30, 1996,  the Company's  ownership  percentage in Wireless
has  been  reduced  to  approximately   4.4%  as  a  result  of  certain  equity
transactions  as  described  below  in Note  4(a).  Accordingly,  the  Company's
investment  in  Wireless  will now be  reflected  under  the  equity  method  of
accounting.  In  addition,  as  described  below in Notes 5(b) and 5(c),  due to
certain  other equity  transactions,  Play Co.  became a direct  majority  owned
subsidiary of the Company.

     As a result of the events described  above, the financial  statements as of
and for the period ended September 30, 1996, reflect the Company and Play Co. on
a  consolidated  basis.  All  intercompany  transactions  and balances have been
eliminated in consolidation.

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
financial  statements  contain all  adjustments  necessary to present fairly the
financial  position of the Company and its  subsidiary as of September 30, 1996,
and the results of their  operations  for the six and three month  periods ended
September  30,  1996 and 1995 and cash  flows  for the six month  periods  ended
September 30, 1996 and 1995.

     The accounting  policies followed by the Company and its subsidiary are set
forth in Note 2 to the Company's  consolidated  financial statements included in
the Annual  Report on Form  10-KSB for the year ended March 31,  1996,  which is
incorporated herein by reference.  Specific reference is made to this report for
a  description  of the  Company's  securities  and  the  notes  to  consolidated
financial statements included therein.

     The  results  of  operations  for the  six and  three  month  period  ended
September 30, 1996 are not necessarily  indicative of the results to be expected
for the full year.


NOTE   2 -    MINORITY INTERESTS:

     The  Company  owns  a  majority  interest  (62.04%)  in  Play  Co.  Toys  &
Entertainment Corp. The minority interest liability represents

                                        7


<PAGE>



     the  minority  shareholders'  portion  (37.96%)  of Play  Co.'s  equity  at
September  30,  1996.  The minority  interest as  reflected on the  consolidated
balance sheet consists of Play Co. preferred stock only. Due to operating losses
of PlayCo.,  the minority interest in its' common stock has been written down to
zero.



NOTE   3 -    RECEIVABLE FROM OFFICERS:

     In connection  with employment  agreements  entered into with two executive
officers (see also Note 4b), such officers  exercised options granted to acquire
3,400,000  shares of the  Company's  common stock  through the transfer of other
securities  valued  at  $4,342,000  and the  issuance  of a note  receivable  of
$1,439,250. This note bears interest at an annual rate of 8.5% and is payable on
demand.

     As of September  30,  1996,  the Company had also  advanced  $174,332 to an
executive  officer,  such advances  bearing an interest rate  approximating  the
prime lending rate of the Company's bank.


NOTE   4 -    EQUITY TRANSACTIONS:

(a)  In June 1996, European Ventures Corp. ("EVC"), an affiliate of the
Company,  was granted an option to acquire  3,106,005  shares of Wireless common
stock for either  $1,800,000 or 400,000 shares of common stock (that it owns) of
another  publicly  traded  company,   Multimedia  Concepts   International  Inc.
("Multimedia").  In June 1996, EVC exercised this option through the transfer of
the Multimedia  shares. As a result of this transaction and other  transactions,
the Company's  majority ownership of Wireless was reduced from 50.06% to 4.4% as
of  September  30,  1996.  The  investment  in  Wireless,  which was  previously
reflected  on a  consolidated  basis with the Company  will now be treated as an
equity investment.

(b)  In May 1996, the Company  entered into  employment  agreements with two
executive  officers,  whereby such officers were granted  options to purchase an
aggregate of 3,400,000 shares of the Company's stock in lieu of compensation. As
per the agreement,  these shares could be purchased for cash,  other  securities
(valued at 50% of the bid price,  as defined) or a combination  thereof.  During
the quarter ended June 30, 1996,  such options were  exercised and the 3,400,000
shares  were  acquired  by  these  officers  at  current  market  value,   which
approximated  $5,781,000 at the acquisition  date. The  capitalization  of these
shares on the books of the Company has been discounted from market value to fair
value based upon such factors as dilution,  lack of marketability,  etc. Payment
for these shares was partially accomplished by the transfer of 334,000 shares of
Series  E  convertible  preferred  stock  in  Play  Co.  (a then  subsidiary  of
Wireless).  These preferred shares were convertible to common shares of Play Co.
at a rate of 20 common shares to each preferred share. As of September 30, 1996,
the preferred  shares were converted into 6,680,000  shares of Play Co.'s common
stock. As per the employment  agreements,  these converted shares were valued at
50% of the average bid price of such  securities  for a period,  as defined,  or
$4,342,000. The balance is reflected as a receivable from the officers, see Note
3. This  transaction,  together with the spin-off  transaction  described in (c)
below, resulted in Play Co. becoming a 62.04% owned subsidiary of the Company.

(c)  In August 1996,  the board of  directors  of Wireless,  pursuant to the
consent of the Company, authorized the spin-off of the shares of common stock of
Play Co. owned by Wireless to the  Wireless'  shareholders.  The total shares of
Play Co. owned by Wireless as of the spin-off date aggregated 3,705,958 of which
the Company received 578,770. These shares, together with the shares of Play Co.
acquired as  described  in (b) above,  resulted in Play Co.  becoming a majority
owned subsidiary of Mister Jay.


NOTE  5 - EARNINGS (LOSS) PER SHARE:

     Earnings  (loss) per share has been  computed on the basis of the  weighted
average number of common shares and common equivalent shares  outstanding during
each period presented.

                                        8


<PAGE>



ITEM  2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

     The  following  is  management's  discussion  and  analysis of  significant
factors which have affected the registrant's  financial  position and operations
during the six and three month periods ended September 30, 1996.

Introduction:

     Mister Jay Fashions  International,  Inc. (the "Company") was formed in the
state of  Delaware on March 19,  1991.  The Company  designs,  manufactures  and
markets women's evening wear.

     As of  March  31,  1996,  Mister  Jay  Fashions  International  Inc.  ("the
Company")  owned a majority  interest  (50.06%) of U. S.  Wireless  Corporation,
formerly American Toys, Inc., ("Wireless") which entity in turn owned a majority
interest (67%) in Play Co. Toys & Entertainment  Corp. ("Play Co."). Play Co. is
an operating company that sells toys and educational games primarily on a retail
basis. Wireless does not and has never conducted any active operations.

     As of September 30, 1996,  the Company's  ownership  percentage in Wireless
has  been  reduced  to  approximately   4.4%  as  a  result  of  certain  equity
transactions  as described in Note 4(a) of Notes to the Financial  Statements in
this Form 10-QSB. Accordingly,  the Company's investment in Wireless will now be
reflected  under the equity method of accounting.  In addition,  as described in
Notes 4(b) and 4(c), of Notes to the  Financial  Statements in this Form 10-QSB,
due to certain  other equity  transactions,  Play Co.  became a direct  majority
owned subsidiary of the Company.

     As a  result  of the  events  described  above,  the  financial  statements
included herein, reflect the Company and Play Co. on a consolidated basis.

Results of Operations:

     Consolidated  net sales  decreased  to  $3,910,000  for the  quarter  ended
September 30, 1996 as compared to $4,287,000 for the corresponding period of the
prior year.  For the six month  period  ended  September  30,  1996  compared to
September  30,  1995,  sales  decreased to  $7,399,000  from  $8,822,000.  These
decreases  are  represented  by decreases in toy sales by Play Co., as well as a
decrease in sales of women's  apparel by Mister Jay.  Management  believes  that
these  decreases  were due  primarily  to increased  competition  in the toy and
garment industry.

     Consolidated  gross profit  margins  decreased  from  approximately  33% to
approximately 27% when comparing the three and six month periods ended September
30,  1996 and 1995.  Margins  decreased  primarily  on sales of women's  apparel
during  the  aforementioned  periods.  Management  believes  that  the  decrease
resulted from increased competitive pressures.

     Overhead  costs for the three months ended  September  30, 1996  aggregated
$2,072,000  as compared to $2,435,000  for the three months ended  September 30,
1995, a decrease of $363,000.  For the six month  comparative  periods  overhead
costs  decreased from  $4,924,000 to $4,056,000.  These  decreases were directly
related  to the  variable  costs  associated  with the  decreases  in  revenues.
Interest costs  increased  when  comparing the three months ended  September 30,
1996 to September 30, 1995 to $189,000 from $101,000. For the six month periods,
interest costs increased from $219,000 to $371,000.  These increases were due to
higher average borrowings.



                                       9


<PAGE>



Liquidity and Capital Resources:

     At September 30, 1996 the Company had cash of $106,000,  working capital of
$1,221,000and a current ratio of approximately 1.1:1.

     At March 31, 1996, the consolidated balance sheet reflected working capital
of $1,792,000, a current ratio of 1.3:1 and cash of approximately $76,000.

     Play Co. has an  existing  credit line with  Congress  Financial  Corp.  of
$7,000,000.  At  September  30, 1996 Play Co. had a $5,481,000  balance  payable
under this line of credit. The loan is secured by all the assets of Play Co., is
guaranteed by Wireless and is  collateralized  by a $2,000,000  letter of credit
provided by an  affiliated  company.  The line of credit  expires on February 1,
1998 and can be renewed for one additional year at the lender's option. The line
of credit  accrues  interest  at the prime  lending  rate plus 1.5%.  Play Co.'s
ability to continue its future  borrowings  under this line of credit is subject
to  events  of  default,  should  they  occur,  and are not  cured  in a  manner
acceptable to the lender.  The credit line is also subject to Play Co.  adhering
to certain required financial covenants

     Sources of funds to repay  obligations  as described  above,  are typically
generated  from sales  during the peak  selling  season for toys from October to
December of each year.

     Due  to  the   significant   seasonality  of  the  toy  industry,   whereby
approximately  50% of Play Co.'s annual sales are generated during the months of
October  through  December,  manufacturers  generally  extend  terms  during the
balance of the year. Amounts borrowed on bank and manufacturer  credit lines are
generally  repaid in December and January of each year, at a time when inventory
levels are significantly reduced.

Trends Affecting Liquidity, Capital Resources and Operations:

     Play Co.'s  sales  efforts are focused  primarily  on a defined  geographic
segment,  consisting  of  individuals  in  the  Southern  California  area.  The
Company's  future  financial  performance  will depend upon continued demand for
toys,  hobby and  educational  items by individuals in Southern  California,  on
general economic  conditions  within such geographic  market area, on Play Co.'s
ability  to choose  locations  for new stores  and on its  ability  to  purchase
product at  favorable  prices on favorable  terms.  The  Company's  revenues and
operating  income could be adversely  affected by a slow down in the growth or a
decline of economic  conditions  in Southern  California,  or by a change in the
spending habits or product preferences of persons residing in such area.

     The toy and hobby retail  industry  currently faces a number of potentially
adverse  business  conditions  including  price and gross margin  pressures  and
market consolidation. The domination of the retail toy industry by Toys R Us has
resulted  in  increased  price  competition  among  various  toy  retailers  and
declining gross margins for such retailers.  Moreover,  the domination of Toys R
Us has resulted in  liquidation  or bankruptcy of many toy retailers  throughout
the United States,  including the Southern  California  market.  There can be no
assurance  that the  Company's  business  strategy  will  enable  it to  compete
effectively in the retail toy industry.

     Management knows of no other trends reasonably  expected to have a material
impact upon the Company's operations or liquidity in the foreseeable future.

Other:

     The Company believes that its present financial  resources as well as funds
it anticipates  generating from operations and Play Co.'s line of credit will be
adequate to meet its needs for at least the ensuing twelve month period.



                                       10


<PAGE>



Inflation and Seasonality:

     During  the  past  few  years  inflation  in the  United  States  has  been
relatively stable. In management's opinion, this is expected to continue for the
foreseeable future. However, should the American economy again experience double
digit inflation rates, as was the case in the past, the impact upon prices could
adversely affect the Company's operations.

     Play Co.'s toy  business  is highly  seasonal  with a large  portion of its
revenues and profits being  derived  during the months of November and December.
Mister Jay's business is not seasonal with women's apparel being sold throughout
the year.



                                       11


<PAGE>



PART II          - OTHER INFORMATION

ITEM 1           - Legal Proceedings:

                   None



ITEM 2           - Changes in Securities:

                   None



ITEM 3           - Defaults Upon Senior Securities:

                   None



ITEM 4           - Submission of Matters to a Vote of Security Holders:

                   None



ITEM 5           - Other Information:

                   None



ITEM 6           - Exhibits and Reports on Form 8-K:

                   None





















                                       12


<PAGE>



                                   SIGNATURES




In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  Report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.




Date:  December 4, 1996               MISTER JAY FASHIONS INTERNATIONAL, INC.





                                      By:  /s/ Ilan Arbel

                                           ILAN ARBEL, Chief Executive Officer