UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 1997
                  --------------------------------------------

                                       or

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


                         Commission File Number: 0-21178

                          UNITED TEXTILES & TOYS CORP.
             (Exact name of registrant as specified in its charter)


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

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

                                 (212) 675-6666
              (Registrant's telephone number, including area code)

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

Check  whether  the issuer  (1) has 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 [xx] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Common stock, par value $.001 per share:  978,805 shares  outstanding as of
June 30, 1997.



<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                                         Page


PART 1.           Financial Information

   ITEM 1  .......Financial Statements:
<S>                                                                                                <C>
                  Consolidated balance sheets as of June 30, 1997 (Unaudited)
                      and September 30, 1996 ..................................................    4

                  Consolidated  statements  of  operations  (Unaudited)  for the
                      three months  ended June 30, 1997 and June 30, 1996,  and
                      for the nine months ended
                      ended June 30, 1997 and June 30, 1996 ...................................    6

                  Consolidated statements of cash flows for the nine months ended June 30, 1997
                      and June 30, 1996 .......................................................    7

                  Notes to consolidated financial statements ..................................    9


   ITEM 2  ......Management's discussion and analysis of financial condition
                      and results of operations ...............................................   10

     PART 2 Other Information



         Signatures ...........................................................................   14

</TABLE>


<PAGE>
PART I - Financial Information

ITEM 1.   Financial Statements and Supplementary Data

                  UNITED TEXTILES & TOYS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>

                                     ASSETS


                                                                      June 30,                March 31,
                                                                      1997                     1997


CURRENT ASSETS:
<S>                                                                  <C>           <C>        
  Cash and cash equivalents ......................................   $   152,725   $   144,668
  Accounts receivable - net of allowances for doubtful accounts of
    $32,013 for June 30, and March 31, 1997, respectively ........       168,661       181,420
  Inventories ....................................................     7,397,533     7,124,035
  Prepaid expenses and other current assets ......................       179,051       252,901
  Loans and advances - officer ...................................        87,303       123,600

TOTAL CURRENT ASSETS .............................................     7,985,273     7,826,624

PROPERTY AND EQUIPMENT - NET .....................................     2,403,881     2,478,706

OTHER ASSETS:
  Security deposits ..............................................         7,220         7,220
  Deferred financing costs .......................................       260,564       324,797

                                                                         267,784       332,017

TOTAL ASSETS .....................................................   $10,656,938   $10,637,347

</TABLE>
         The accompanying notes are an integral part of the consolidated
                             financial statements.




<PAGE>
                  UNITED TEXTILES & TOYS CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                           June 30,      March 31,
                                                                           1997          1997

CURRENT LIABILITIES:
<S>                                                                      <C>             <C>         
  Borrowings under financing agreement ...............................   $  4,826,063    $  4,438,875
  Accounts Payable ...................................................      3,477,741       3,318,472
  Accrued expenses and other current liabilities .....................        362,116         510,447
  Due to affiliates ..................................................        966,000         804,000
  Current portion of notes payable ...................................        100,000         141,666
TOTAL CURRENT LIABILITIES ............................................      9,731,920       9,213,460


LONG-TERM LIABILITES:
  Notes payable, net of current portion ..............................         75,000         100,000
  Deferred rent liability ............................................        135,672         126,925
                                                                              210,672         226,925


MINORITY INTERESTS IN SUBSIDIARIES ...................................      2,503,560       2,007,180


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Common stock, $.01 par value, 10,000,000 shares authorized: and
    9,788,050 and 2,188,050 shares issued and outstanding for June 30,
    and March 31, 1997, respectively .................................         97,881          97,881
  Additional paid-in capital .........................................      7,048,950       7,048,950
  Common stock subscribed ............................................        150,000         150,000
  Retained earnings (deficit) ........................................     (9,086,045)     (8,107,049)
                                                                           (1,789,214)       (810,218)

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...........................   $ 10,656,938    $ 10,637,347
</TABLE>





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





<PAGE>
                  UNITED TEXTILES & TOYS CORP. AND SUBSIDIARIES

                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                 For the Three Months Ended
                                                                  June 30,      June 30,
                                                                    1997        1996

<S>                                                             <C>            <C>        
NET SALES ...................................................   $ 3,369,479    $ 3,488,820

COSTS AND EXPENSES:
  Cost of sales .............................................     2,344,951      2,522,436
  Operating expenses ........................................     2,147,488      1,832,661
  Depreciation and amortization .............................       139,345        151,174
  Interest and other income .................................      (3)          --
  Interest expense ..........................................       213,074        182,149
                                                                  4,844,855      4,688,420


(LOSS) BEFORE MINORITY INTERESTS ............................    (1,475,376)    (1,199,600)

  Minority interests in net loss of consolidated subsidiaries       496,380        373,284

(LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES ...........      (978,996)      (826,316)

  (Credit) provision for income taxes .......................          --             --

(NET LOSS) ..................................................   $  (978,996)   $  (826,316)


(LOSS) EARNINGS PER COMMON AND DILUTIVE COMMON
  EQUIVALENT SHARE
  Net loss before minority interest and income tax benefit ..   $      (.15)   $      (.40)
  Minority interest in net loss .............................           .05            .13

  Net loss ..................................................   $      (.10)   $      (.27)

WEIGHTED AVERAGE NUMBER OF COMMON AND DILUTIVE
  SHARES OUTSTANDING ........................................     9,788,050      3,006,732

</TABLE>

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






<PAGE>
                  UNITED TEXTILES & TOYS CORP. AND SUBSIDIARIES

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                          For the three Months Ended
                                                                          June 30,       June 30,
                                                                          1997           1996

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                       <C>            <C>         
  Net (loss) ..........................................................   $  (978,996)   $  (826,316)
  Adjustments to reconcile net (loss) to net cash (used for ) operating
    activities:
      Depreciation and amortization ...................................       139,345        151,174
      Minority interest in net losses of subsidiaries .................       496,380       (126,964)
      Deferred rent ...................................................         8,747        (20,825)
      Compensatory stock and options issued by subsidiaries ...........        16,000
  Change in assets and liabilities:
      Decrease (increase) in accounts receivable ......................        12,759        (66,830)
      Decrease (increase) in merchandise inventories ..................      (273,498)    (1,159,686)
      Decrease in prepaid expenses and other current assets ...........        73,850        174,069
      (Decrease) increase in accounts payable .........................       159,269      1,333,025
      (Decrease) in accrued expenses ..................................      (148,331)      (174,553)
        Net cash (used for) operating activities ......................      (510,475)      (947,226)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of fixed assets ............................................       (64,520)       (86,904)
  Advances repaid by affiliate ........................................          --           95,000
  Loans and advances - officer ........................................        36,297           --
        Net cash (used for) investing activities ......................       (28,223)         8,096
</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.






<PAGE>
                  UNITED TEXTILES & TOYS CORP. AND SUBSIDIARIES

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                  For the Three Months Ended
                                                  June 30,      June 30,
                                                  1997          1996
                                                                                                   ----

CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                              <C>            <C>      
  Notes Payable ..............................   $   (66,666)   $      --
  Net borrowings under financing agreement ...       387,188        853,768
  Loans and advances from affiliates .........       162,000           --
  Decrease in deferred financing costs .......        64,233           --
                                                     546,755      1,100,088

NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS ................................         8,057        160,958

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR       144,668         75,573

CASH AND CASH EQUIVALENTS AT END OF YEAR .....   $   152,725    $   236,531

SUPPLEMENTAL DEISCLOSURES OF CASH FLOW
  INFORMATION:
    Interest paid ............................   $   213,074    $   182,149
    Taxes paid
</TABLE>

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







<PAGE>
                  UNITED TEXTILES & TOYS CORP. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE  1  -                 BASIS OF PRESENTATION:

                  The  interim   accompanying   unaudited   condensed  financial
                  statements  have been  prepared in accordance  with  generally
                  accepted accounting  principles ("GAAP") for interim financial
                  information   and  with  the   instructions  to  Form  10-QSB.
                  Accordingly,  they do not include all of the  information  and
                  footnotes required by GAAP for complete financial  statements.
                  In the opinion of management,  all adjustments  (consisting of
                  normal  recurring  accruals)  considered  necessary for a fair
                  presentation  have been  included.  For  further  information,
                  management  suggests  that the  reader  refer  to the  audited
                  financial  statements  for  the  year  ended  March  31,  1997
                  included  in its  Annual  Report  on  Form  10-KSB.  Operating
                  results for the three month period ended June 30, 1997 are not
                  necessarily  indicative of the results of operations  that may
                  be expected for the year ending March 31, 1998.

                    Until July 1996, the Company was the majority shareholder of
               American Toys, Inc.  ("American Toys") now known as U.S. Wireless
               Corporation).   Since   American   Toys  was  then  the  majority
               shareholder of Play Co. Toys & Entertainment  Corp. ("Play Co."),
               the Company  indirectly held the majority of Play Co. shares.  By
               corporate  resolution dated June 1, 1996, the Company  authorized
               its   subsidiary   American  Toys,  to  spin-off  ("the  spin-off
               Distribution")the Play Co. common stock owned by American Toys to
               American  Toy's  stockholders.   The  Spin-off  Distribution  was
               effected in August 1996.

                  The  Company  owns  7,258,742  (2,419,581  after  the  1-for-3
                  reverse stock split) shares,  or 59.0%, of the Play Co. common
                  stock  outstanding  including  578,742  (192,914 after reverse
                  split)  shares of Play Co.  common stock issued to the Company
                  in August 1996 as a result of the Spin-off Distribution.

NOTE 2 -          MINORITY INTERESTS:

                  The minority  interest in Play Co. Toys & Entertainment  Corp.
                  represents the minority  shareholders' portion (41.0%) of Play
                  Co.'s  equity  at June 30,  1997.  The  minority  interest  as
                  reflected in the  consolidated  balance sheet consists of Play
                  Co.'s Series E Preferred  Stock only. Due to operating  losses
                  of Play Co.,  the  minority  interest in its common  stock has
                  been written down to zero.

                  EARNINGS 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.




<PAGE>
ITEM-2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
       FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

Statements  contained  in this  report  which  are not  historical  facts may be
considered forward looking  information with respect to plans,  projections,  or
future  performance  of the  Company as  defined  under the  Private  Securities
Litigation  Reform Act of 1995. These forward looking  statements are subject to
risks and  uncertainties  which could cause actual results to differ  materially
from those projected.

The following is  management's  discussion and analysis of  significant  factors
which have affected the registrant's financial position.

Consolidated  sales  decreased  from  $3,488,820  to  $3,369,479,  a decrease of
$119,341 or 3.4%,  when  comparing  the three months ended June 30, 1997 to June
30,  1996.  This  decrease was  primarily  due to a decrease in Play Co.'s sales
($3,142,813)  which was attributed to decreased  wholesale  sales,  primarily to
military bases.

Consolidated  cost of sales decreased from $2,522,436 for the three months ended
June 30, 1996 to  $2,344,951  for the three  months  ended June 30,  1997.  This
decrease of $177,485 or 7.0% was due to  management's  efforts to better control
manufacturing costs.

Consolidated  operating  expenses  for the  three  months  ended  June 30,  1997
aggregated  $2,147,888 as compared to $1,832,661 for the three months ended June
30,  1996.  This  increase of  $314,827 or 17.2% . The primary  reasons for this
increase were an increase in rent expense and payroll and related expenses.

     During the three  months  ended June 30, 1997,  non-cash  depreciation  and
amortization expenses were $139,345 as compared to $151,174 for the three months
ended June 30, 1996. This represented a decrease of $11,829 or 7.8%.

Consolidated  interest  expense  for the three  months  ended June 30,  1997 was
$213,074 as compared to $182,149 for the three months ended June 30, 1996.  This
represented  an  increase  of $30,925  or 17.0%.  This  increase  was due to the
increased  level of  borrowings  in the June 1997  period  than in the June 1996
period.

For the three months ended June 30, 1997,  subsequent to the  adjustment for the
minority  interest  in the net loss of  consolidated  subsidiaries,  the Company
reflected a consolidated  net loss of $978,996 or $.10 per share.  For the three
months ended June 30, 1996, subsequent to the minority interest adjustment,  the
Company  reported a net loss of $826,316 or $.27 per share. The weighted average
number of common shares  outstanding  used in the computation of loss per common
share at June 30, 1977 was  9,788,050  as compared to  3,006,732  shares for the
three months ended June 30, 1996.




<PAGE>
Liquidity and Capital Resources

At June 30, 1997,  the Company  reported cash and cash  equivalents of $152,725,
negative working capital of $1,746,647 and a current ratio of .81:1. At June 30,
1996,  the Company  reported  cash and cash  equivalents  of $144,668,  negative
working  capital of  $1,386,836  and a current  ratio of .85:1.  The Company has
generated  operating  losses  for the past  several  years  and  there can be no
assurance that the Company will be able to generate  sufficient revenues or have
sufficient controls over expenses and other charges to achieve profitability.

During the three months ended June 30, 1997,  the Company used  $510,475 of cash
in its operating  activities  compared to $947,226  used in  operations  for the
three months ended June 30, 1996.

The Company used $28,223 of cash in its  investing  activities  during the three
months ended June 30, 1997 as compared to an inflow of $8,096 in cash during the
three months ended June 30, 1996.

The Company generated $546,755 from its financing activities in the three months
ended June 30, 1997 as compared to the  generation  of $ 1,100,088  in the three
months ended June 30, 1996.

As a result of these activities, the Company had a net increase in cash and cash
equivalents  of $8,057 in the three months ended June 30, 1997 as compared to an
increase in cash and cash equivalents of $236,531 in the three months ended June
30, 1996.

New Accounting Standards

Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment  of  long-lived  Assets and  long-lived  Assets to be  Disposed  Of,"
requires that long-lived assets and certain identifiable  intangibles to be held
and used by an entity be reviewed for impairments  whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  The  Company  is in the  process of  analyzing  the impact of this
statement  and does not  believe  that it will  have a  material  impact  on the
Company's  financial position or results of operations.  The Company anticipates
adopting the provisions of this statement for the fiscal year 1998.

Statement  of  Accounting   Standards  No.  123,   "Accounting  for  Stock-Based
Compensation,"  established  financial  accounting  and reporting  standards for
stock-based employee compensation plans and certain other transactions involving
the issuance of stock. The Company will continue to apply the current accounting
policy under  Accounting  Principles  Board  Opinion No. 25 and will include the
necessary disclosures in its fiscal 1998 financial statements.


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.  Play Co.'s future
financial  performance  will depend upon continued demand for the toys and hobby
items by individuals in Southern California,  general economic conditions within
such  geographic  market area.  Play Co.'s  ability to choose  locations for new
stores, Play Co.'s ability to purchase products at favorable prices in favorable
items as well as increased competition and changes in consumer preferences.




<PAGE>
The toy and  hobby  retail  industry  currently  faces a number  of  potentially
adverse  business  conditions  including  price and gross margin  pressures  and
market  consolidation and domination.  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 Pay Co.'s business  strategy will enable
it to compete in the retail toy industry.

Management knows of no other trends reasonably  expected to have material impact
upon Play Co.'s  operations or liquidity in the foreseeable  future.  Play Co.'s
operating   history  has  been   characterized  by  narrow  profit  margins  and
accordingly,  Play Co.'s  earnings will depend  significantly  on its ability to
purchase  its product on favorable  terms,  retail a large volume and variety of
products efficiently and to provide quality support services.  Play Co.'s prices
are, in part , based on market surveys of its competitors' prices,  primarily of
Toys R US. As a result,  aggressive pricing policies, such as those used by Toys
R Us,  have  resulted  in Play Co.  reducing  its retail  prices on many  items,
thereby reducing the available profit margin. Moreover, increases in expenses or
other charges to income may have a material adverse effect on Play Co.'s results
of operations.  There can be no assurance that Play Co. will be able to generate
sufficient  revenues or have sufficient controls over expenses and other charges
to increase profitability.

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.

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.  United
Textiles & Toys Corp.'s business is not seasonal with women's apparel being sold
throughout the year.

<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






<PAGE>
                                   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.

Dated:        September 22, 1997


                                                    United Textiles & Toys Corp.
                                                                    (Registrant)


                                                                   /s/Ilan Arbel
                                                                      Ilan Arbel
                                                                       President


                                                                 /s/Allean Goode
                                                                    Allean Goode
                                                                       Treasurer



<PAGE>