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

                                  FORM 10-QSB/A


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

                For the quarterly period ended December 31, 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.  9,788,050 shares  outstanding as of December
31, 1996


<PAGE>
              MISTER JAY FASHIONS INTERNATIONAL INC. AND SUBSIDIARY


<TABLE>
<CAPTION>

                                                              INDEX

                                                                                                                Page(s)


PART 1.           Financial Information

                          
   ITEM 1.        Financial Statements

<S>                                                                                                                <C> 
                  Consolidated Condensed Balance Sheets - December 31, 1996 (Unaudited)
                  and March 31, 1996                                                                               3.

                  Consolidated Condensed Statements of Operations (Unaudited) - Nine and  
                  Three Months Ended December 31, 1996 and 1995                                                    4.

                  Consolidated Condensed Statements of Cash Flows (Unaudited) - Nine and
                  Months Ended December 31, 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                                                                                11.


SIGNATURES                                                                                                         12.


EXHIBITS:         Exhibit 27 - Financial Data Schedule
</TABLE>

                                                       2


<PAGE>
PART I.           FINANCIAL INFORMATION

ITEM I.           Financial Statements

             MISTER JAY FASHIONS INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                   - ASSETS -
                                                                                                December 31,       March 31,
                                                                                                1996                1996
                                                                                                  (Unaudited)
CURRENT ASSETS:
<S>                                                                                             <C>             <C>           
    Cash and cash equivalents                                                                   $    166,843    $       75,573
    Accounts receivable - net of allowances for doubtful accounts of $32,013                         348,592           313,068
    Inventories                                                                                    7,245,136         8,273,225
    Prepaid expenses and other current assets                                                        398,039           338,844
    Note receivable - officer (Note 3)                                                               917,396              -
    Loans and advances - officer                                                                     -                  88,105
                                                                                        --------------------   ---------------

TOTAL CURRENT ASSETS                                                                               9,076,006         9,088,815
                                                                                               -------------     -------------

PROPERTY AND EQUIPMENT - NET                                                                       2,012,896         1,866,169
                                                                                               -------------     -------------

OTHER ASSETS:
    Marketable securities - available for sale  (Note 4a)                                          1,440,180            -
    Deferred interest and other                                                                      412,669           464,746
                                                                                              --------------    --------------

                                                                                                   1,852,849           464,746
                                                                                              --------------    --------------

                                                                                                 $12,941,751       $11,419,730

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
    Borrowings under financing agreement                                                         $ 3,482,476      $  3,403,025
    Accounts payable                                                                               3,464,376         2,926,827
    Accrued expenses and other current liabilities                                                   763,357           548,360
    Due to affiliates                                                                                464,000           418,561
                                                                                              --------------      ------------

TOTAL CURRENT LIABILITIES                                                                          8,174,209         7,296,773
                                                                                               -------------      ------------

LONG-TERM LIABILITIES:
    Deferred rent liability                                                                          184,969           197,935
                                                                                              --------------      ------------

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS IN SUBSIDIARY  (Note 2)                                                         2,852,114         2,501,653
                                                                                               -------------      ------------

SHAREHOLDERS' EQUITY  (Note 4):
    Common stock, $.01 par value,  10,000,000 shares  authorized;  9,788,050 and
      2,188,050 shares issued and outstanding at
      December 31, 1996 and March 31, 1996, respectively                                              97,881            21,881
    Additional paid-in capital                                                                     7,048,956         5,709,930
    Common stock subscribed                                                                          150,000           150,000
    Retained earnings (deficit)                                                                   (6,683,288)       (4,458,442)
    Unrealized holding gain on marketable securities (Note 4a)                                     1,116,910            -
                                                                                              ---------------------------
                                                                                                   1,730,459         1,423,369

                                                                                                 $12,941,751       $11,419,730
</TABLE>

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

                                                       3


<PAGE>
             MISTER JAY FASHIONS INTERNATIONAL, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                        For the Nine Months Ended              For the Three Months Ended
                                                         December 31,                                  December 31,
                                                           1996               1995                1996               1995
                                                     ---------------   ----------------   -----------------   -----------

<S>                                                      <C>                <C>                <C>                 <C>        
NET SALES                                                $17,014,944        $19,268,559        $  9,616,043        $10,446,798
                                                         -----------        -----------        ------------        -----------

COSTS AND EXPENSES:
  Cost of sales                                           12,405,236         12,939,567           7,001,499          7,004,425
  Operating expenses                                       7,169,456          8,323,644           3,113,530          3,399,356
  Interest and other income                                  (35,502)           (42,597)            -                   (5,998)
  Interest expense                                           599,897            370,560             229,215            151,759
                                                      --------------     --------------      --------------     --------------
                                                          20,139,087         21,591,174          10,344,244         10,549,542
                                                        ------------       ------------        ------------       ------------

LOSS BEFORE MINORITY INTERESTS                            (3,124,143)        (2,322,615)           (728,201)          (102,744)

  Minority interests in net loss of consolidated
     subsidiary  (Note 2)                                    899,297          1,256,912             157,430            668,719
                                                      --------------      -------------      --------------     --------------

LOSS BEFORE PROVISION FOR
  INCOME TAXES                                            (2,224,846)        (1,065,703)           (570,771)           565,975

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

NET LOSS                                                $ (2,224,846)      $ (1,065,703)      $    (570,771)     $     565,975
                                                        ============       ============       =============      =============


LOSS PER COMMON AND DILUTIVE
  COMMON EQUIVALENT SHARES  (Note 5):

  Net loss before minority interest                            $(.65)            $(1.16)              $(.13)             $(.05)
  Minority interests in net loss of consolidated
     subsidiary                                                  .19                .63                 .03                .31
                                                              ------            -------              ------             ------

NET LOSS PER SHARE                                             $(.46)           $  (.53)              $(.10)             $ .26
                                                               =====            =======               =====              =====

WEIGHTED AVERAGE NUMBER OF
  COMMON AND DILUTIVE SHARES
  OUTSTANDING                                              4,833,868          2,004,718           5,588,050          2,188,050
                                                           =========          =========           =========          =========
</TABLE>

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


                                                       4


<PAGE>
             MISTER JAY FASHIONS INTERNATIONAL, INC. AND SUBSIDIARY
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                   For the Nine Months Ended
                                                                                                   December 31,
                                                                                                   1996               1995

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                               <C>                <C>         
  Net loss                                                                                        $(2,224,846)       $(1,065,703)
  Adjustments to reconcile net loss to net cash (used for) operating activities:
     Depreciation and amortization                                                                    354,302            348,376
     Allowance for doubtful accounts                                                                   -                   2,680
     Minority interest in net loss of subsidiary                                                     (899,297)        (1,256,912)
     Compensatory options and stock issued by subsidiary                                               16,000            153,600
     Deferred rent                                                                                    (12,966)           -
  Change in assets and liabilities:
     Decrease in accounts receivable                                                                   35,524            264,802
     Decrease in merchandise inventories                                                            1,028,089          1,768,709
     Increase (decrease) in prepaid expenses                                                          (60,196)             3,508
     Increase (decrease) in accounts payable                                                          537,549           (278,032)
     Increase (decrease) in accrued expenses and other current liabilities                            214,997           (121,191)
                                                                                                -------------      -------------
     Net cash (used for) operating activities                                                      (1,010,844)          (180,163)
                                                                                                 ------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of fixed assets                                                                           (447,951)           (67,067)
  Advances repaid by affiliate                                                                        324,294             -
                                                                                                ---------------------------
  Net cash (used for) investing activities                                                           (123,657)           (67,067)
                                                                                                -------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock                                                                   79,451            400,000
  Net borrowings under line of credit                                                                  -                (374,491)
  Repayment of shareholder loans                                                                      (87,680)          (513,041)
  Payment of Series B redeemable preferred stock - net of interim accretion                            -                (155,403)
  Payments of capital lease obligation                                                                 -                 (42,045)
  Investment by minority shareholders                                                               1,234,000            675,000
                                                                                                 ------------       ------------
  Net cash provided by (used for) financing activities                                              1,225,771             (9,980)
                                                                                                 ------------     --------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                   91,270           (257,210)

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

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                                      $    166,843       $    149,832
                                                                                                 ============       ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid                                                                                  $    599,897       $    370,560
  Taxes paid                                                                                           -                 -
</TABLE>

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

                                                       5


<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.

     During  the  period  ended  December  31,  1996,  the  Company's  ownership
percentage in Wireless was 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 4(b) and 4(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 December 31, 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 December 31, 1996,
and the results of their  operations  for the nine and three month periods ended
December  31,  1996 and 1995 and cash  flows for the nine  month  periods  ended
December 31, 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 nine and three  month  periods  ended
December 31, 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 the minority
shareholders'  portion  (37.96%) of Play Co.'s equity at December 31, 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 December 31, 1996, the balance remaining on this note was $917,396.

                                                       6


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



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 to 378,000 shares as of
December 31, 1996. The investment in Wireless, which was previously reflected on
a  consolidated  basis  with  the  Company  will  now be  treated  as an  equity
investment  and  reflected as available for sale  securities in accordance  with
SFAS No. 115.

     At December 31, 1996,  the fair market value of these shares was $1,440,180
or  $3.81  per  share  based  upon  the  NASDAQ  closing  price  on  that  date.
Accordingly, the Company has adjusted the carrying value of these shares to fair
value,  and  recorded an  unrealized  holding  gain as a separate  component  of
shareholders'  equity,  as provided for by SFAS No. 115. . 

     (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 December 31, 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.

     (d) In December 1996,  European American Capital  Foundation  ("EACF"),  an
affiliate of the Company,  acquired  4,200,000  shares of the  Company's  common
stock at the current  market price for an aggregate of  $1,050,000.  Payment for
these shares was accomplished through the transfer of 225,000 shares of Series E
convertible preferred stock in Play Co.


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.

                                                       7


<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 nine and three month periods ended December 31, 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 December 31, 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  $9,616,000  for the  quarter  ended
December 31, 1996 as compared to $10,447,000 for the corresponding period of the
prior year.  For the nine month  period  ended  December  31,  1996  compared to
September 30, 1995,  sales  decreased to  $17,015,000  from  $19,269,000.  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 nine month periods ended December
31,  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  December  31, 1996  aggregated
$3,114,000  as compared to  $3,399,000  for the three months ended  December 31,
1995, a decrease of $285,000.  For the nine month  comparative  periods overhead
costs  decreased from  $8,324,000 to $7,169,000.  These  decreases were directly
related  to the  variable  costs  associated  with the  decreases  in  revenues.
Interest costs increased when comparing the three months ended December 31, 1996
to 1995 to $229,000 from $152,000.  For the nine month  periods,  interest costs
increased from $371,000 to $600,000.  These increases were due to higher average
borrowings.



                                                       8


<PAGE>
Liquidity and Capital Resources:

     At December 31, 1996 the Company had cash of $167,000,  working  capital of
$902,000 and 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 December 31, 1996 Play Co. had a $3,482,000 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.



                                                       9


<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.



                                                       10


<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





















                                                       11


<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: February 12, 1997                  MISTER JAY FASHIONS INTERNATIONAL, INC.





By: /s/ Ilan Arbel
ILAN ARBEL, Chief Executive Officer































                                                       12


<PAGE>


             MISTER JAY FASHIONS INTERNATIONAL, INC., AND SUBSIDIARY
                                   EXHIBIT 27
                             FINANCIAL DATA SCHEDULE
                           ARTICLE 5 OF REGULATION S-X




The  schedule  contains  summary  financial   information   extracted  from  the
consolidated  financial  statements  for the nine months ended December 31, 1996
and is qualified in its entirety by reference to such statements.
<TABLE>
<CAPTION>

<S>                                                                                                 <C>   
         Period type                                                                                9 Mos.
         Fiscal year end                                                                    March 31, 1997
         Period start                                                                        April 1, 1996
         Period end                                                                      December 31, 1996
         Cash                                                                                      166,843
         Securities                                                                                 0
         Receivables                                                                               380,605
         Allowances                                                                                 32,013
         Inventory                                                                               7,245,136
         Current assets                                                                          9,076,006
         PP&E                                                                                    4,802,454
         Depreciation                                                                            2,789,558
         Total assets                                                                           12,941,751
         Current liabilities                                                                     8,174,209
         Bonds                                                                                      0
         Common                                                                                     97,881
         Preferred mandatory                                                                        0
         Preferred                                                                                  0
         Other SE                                                                                1,632,578
         Total liability and equity                                                             12,941,751
         Sales                                                                                  17,014,944
         Total revenues                                                                         17,014,944
         CGS                                                                                    12,405,236
         Total costs                                                                            12,405,236
         Other expenses                                                                             0
         Loss provision                                                                             0
         Interest expense                                                                          599,897
         Income pretax                                                                          (2,224,846)
         Income tax                                                                                 0
         Income continuing                                                                      (2,224,846)
         Discontinued                                                                               0
         Extraordinary                                                                              0
         Changes                                                                                    0
         Net income                                                                             (2,224,846)
         EPS primary                                                                                  (.46)
         EPS diluted                                                                                  (.46)

</TABLE>