SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

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

                For the quarterly period ended September 30, 1997

                                       OR

          [ ] 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

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

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

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

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

                     Mister Jay Fashions International, Inc,

     (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  Securities  Exchange  Act of 1934 during the past 12
months (or for such  shorter  period that  registrant  was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

     State the number of shares of each of the issuer's classes of common equity
outstanding as of the latest  practicable date:  Common Stock,  $.001 per share:
978,807 shares outstanding as of September 30, 1997.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]



<PAGE>
                   UNITED TEXTILES & TOYS CORP. AND SUBSIDIARY

                                    CONTENTS
<TABLE>
<CAPTION>



                                                                                          Page

PART 1.           FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS
<S>                                                                                         <C>
                  Consolidated balance sheets as of September 30, 1997 (unaudited) .....    3
                     and March 31, 1997

                  Consolidated statements of operations (unaudited) for the three months    5
                     ended September 30, 1997 and 1996 and for the six months ended
                     September 30, 1997 and 1996

                  Consolidated statements of cash flows (unaudited) for the six months .    6
                     ended September 30, 1997 and 1996

                  Notes to consolidated financial statements ...........................    7

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


PART 2  Other Information


</TABLE>












<PAGE>
                   UNITED TEXTILES & TOYS CORP. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
<TABLE>
<CAPTION>


                                             September 30, March 31,
                                             1997          1997
                                             (Unaudited)   (Note 1)

CURRENT ASSETS:
<S>                                          <C>           <C>        
 Cash and cash equivalents ...............   $   180,497   $   144,668
 Accounts receivable-net .................       488,128       181,420
 Inventories .............................     8,237,740     7,124,035
 Prepaid expenses and other current assets       239,483       252,901
 Loans and advances-officer ..............       170,799       123,600
                                             -----------   -----------

         Total current assets ............     9,316,647     7,826,624
                                             -----------   -----------


PROPERTY AND EQUIPMENT-NET ...............     2,566,275     2,478,706
                                             -----------   -----------


OTHER ASSETS:
 Deposits and other assets ...............       438,694       332,017
                                             -----------   -----------


         Total assets ....................   $12,321,616   $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

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                     September 30,   March 31,
                                                     1997            1997
                                                     (Unaudited)     (Note 1)

CURRENT LIABILITIES:
<S>                                                   <C>             <C>         
 Borrowings under financing agreement .............   $  5,634,234    $  4,438,875
 Accounts payable .................................      5,795,253       3,318,472
 Accrued expenses and other current liabilities ...        227,444         510,447
 Due to affiliates ................................      1,276,235         804,000
 Current portion of notes payable .................        100,000         141,666
                                                      ------------    ------------
         Total current liabilities ................     13,033,166       9,213,460
                                                      ------------    ------------

LONG-TERM LIABILITIES:
 Notes payable, net of current portion ............         50,000         100,000
 Deferred rent liability ..........................        135,672         126,925
                                                      ------------    ------------
         Total long-term liabilities ..............        185,672         226,925
                                                      ------------    ------------
         Total liabilities ........................     13,218,838       9,440,385
                                                      ------------    ------------

MINORITY INTEREST IN SUBSIDIARY ...................      1,324,453       2,007,180
                                                      ------------    ------------


STOCKHOLDERS' EQUITY:
 Common stock, $.01 par value, 10,000 shares
   authorized; 9,788,050 shares issued
   and outstanding ................................         97,881          97,881
 Additional paid-in capital .......................      7,048,950       7,048,950
 Common stock subscribed ..........................        150,000         150,000
 Retained earnings (deficit) ......................     (9,518,506)     (8,107,049)
                                                      ------------    ------------
         Total stockholders' equity ...............     (2,221,675)       (810,218)
                                                      ------------    ------------

         Total liabilities and stockholders' equity   $ 12,321,616    $ 10,637,347
                                                      ============    ============


</TABLE>


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



<PAGE>
                   UNITED TEXTILES & TOYS CORP. AND SUBSIDIARY

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


                                      Three Months Ended             Six Months Ended
                                          September 30,               September 30,
                                   ---------------------------------------------------------------------------------
                                   1997            1996           1997           1996
                                   ----------------------         -----------------------------

<S>                                 <C>            <C>            <C>            <C>        
NET SALES .......................   $ 4,347,013    $ 3,910,081    $ 7,716,495    $ 7,398,901
                                                                                 -----------

COSTS AND EXPENSES:

 Cost of sales ..................     2,665,830      2,881,301      4,826,424      5,403,737
 Operating expenses .............     1,967,776      1,921,160      4,274,946      3,753,821
 Depreciation and amortization ..       139,344        150,931        278,690        302,105
 Interest and other income ......          --          (35,502)          --          (35,502)
 Interest expense ...............       217,545        188,533        430,619        370,682
 

         Total costs and expenses     4,990,495      5,106,423      9,810,679      9,794,843
                                                                                 -----------

(LOSS) BEFORE
 MINORITY INTERESTS .............      (643,482)    (1,196,342)    (2,094,184)    (2,395,942)
                                                                                 -----------

 Minority interest in net losses
  of subsidiary .................       211,021        368,583        682,727        741,867
                                                                                 -----------

NET (LOSS) ......................   $  (432,461)   $  (827,759)   $(1,411,457)   $(1,654,075)
                                                                                 ===========

Net loss per common share
 before minority interest .......   $     (.066)   $      (.20)   $      (.21)   $      (.55)

Minority interest in net loss of
  subsidiary ....................          .022            .06            .07            .17
                                                                                 -----------

Net loss per common share .......   $     (.044)   $      (.14)   $      (.14)   $      (.38)
                                                                  ===========    ===========

Weighted average number of
  common share and share
  equivalents outstanding .......     9,788,050      5,888,050      9,788,050      4,304,443
                                                                                 ===========

</TABLE>

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




<PAGE>
                   UNITED TEXTILES & TOYS CORP. AND SUBSIDIARY

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

                                                          For the Six Months Ended
                                                                September 30,
                                                          1997           1996
                                                          --------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>            <C>         
 Net loss .............................................   $(1,411,457)   $(1,654,075)
 Adjustments to reconcile net loss to net cash
  (used for) operating activities:
  Depreciation and amortization .......................       278,690        302,105
  Minority interest in net loss of subsidiary .........      (682,727)      (741,867)
  Compensatory options and stock issued by subsidiary .          --           16,000
  Deferred rent .......................................         8,747        (20,821)
 Changes in assets and liabilities:
  (Increase) in accounts receivable ...................      (306,708)      (153,956)
  (Increase) in merchandise inventories ...............    (1,113,705)    (2,510,581)
  Decrease in prepaid expenses and other current assets        13,418        247,090
  (Increase) in deposits and other assets .............      (106,677)          --
  Increase in accounts payable ........................     2,476,781      2,197,689
  (Decrease) in accrued expenses and other
   current liabilities ................................      (283,003)      (295,070)
 Net cash (used for) operating activities .............    (1,126,641)    (2,613,486)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of fixed assets ............................      (366,259)      (231,477)
 Advances to affiliate ................................       472,235        562,123
 Loans and advances to officer ........................       (47,199)       (86,227)
                                                          -----------    -----------
         Net cash provided by investing activities ....        58,777        244,419
                                                          -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net borrowings under financing agreement .............     1,195,359      2,077,947
 Payments on notes payable ............................       (91,666)          --
 Investment by minority shareholders ..................          --          321,329
                                                          -----------    -----------
         Net cash provided by financing activities ....     1,103,693      2,399,276
                                                          -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS .............        35,829         30,209

CASH AND CASH EQUIVALENTS, BEGINNING ..................       144,668         75,573
                                                          -----------    -----------

CASH AND CASH EQUIVALENTS, END ........................   $   180,497    $   105,782
                                                          ===========    ===========
SUPPLEMENTAL INFORMATION:
 Interest paid ........................................   $   430,619    $   370,682
</TABLE>
     The accompanying  notes are an integral part of the consolidated  financial
statements




<PAGE>
                   UNITED TEXTILES & TOYS CORP. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1-           BASIS OF PRESENTATION:

     The  interim  accompanying  consolidated  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB. Accordingly,  they do
not include all the  information  and footnotes  required by generally  accepted
accounting principles for more complete financial statements.  In the opinion of
management,  the interim financial statements include all adjustments considered
necessary for a fair  presentation of the Company's  financial  position and the
results of its  operations  for the six months ended  September  30,  1997.  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 as filed with the  Securities  and  Exchange  Commission.
Operating  results for the six month  period  ended  September  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  Toys'  stockholders.  The  Spin-Off
Distribution was affected in August 1996.

     The  Company  owns  2,489,581  shares or 61% of the Play Co.  common  stock
outstanding. The Company acquired an additional 70,000 shares of common stock in
September 1997 to increase its ownership percentage to 61% from 59%.


NOTE 2-           MINORITY INTERESTS:

     The minority interest in Play Co. Toys & Entertainment Corp. represents the
minority  shareholders portion (39%) of Play Co.'s equity at September 30, 1997.
The  minority  interest as reflected in the  accompanying  consolidated  balance
sheet  consists of Play Co.'s  Series E Preferred  Stock only.  Due to operating
losses of Play Co., the minority  interest in common stock has been written down
to zero.




<PAGE>
Note 3-           EARNINGS PER SHARE:

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


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.

     For the three months ended  September 30, 1997 compared to the three months
ended September 30, 1996

         Consolidated sales increased to $4,347,013 from $3,910,081, an increase
of $436,932 or 11%, when comparing the three months ended  September 30, 1997 to
the three  months ended  September  30, 1996.  The  increase was  attributed  to
increased sales in Play Co.'s stores.

     Consolidated  cost of sales  were  $2,665,830  for the three  months  ended
September  30,  1997 as  compared  to  $2,881,301  for the  three  months  ended
September  30, 1996.  This  decrease of $ 215,471 or 7% was due to  management's
efforts to better control costs.

     Consolidated  operating  expenses for the three months ended  September 30,
1997 aggregated  $1,967,776 as compared to $1,921,160 for the three months ended
September  30,  1996.  This  increase of $46,616 or 2% was due to an increase in
payroll and related expenses.

     During the three months ended September 30, 1997, non-cash depreciation and
amortization expenses were $139,344 as compared to $150,931 for the three months
ended  September  30, 1996.  This  represented  a decrease of $11,587 or 8%. The
decrease is due to reduced levels of depreciation of fixed assets.

     Consolidated interest expense for the three months ended September 30, 1997
was $217,545 as compared to $188,533 for the three  months ended  September  30,
1996.  This  represented an increase of $29,012 or 15%, and is  attributable  to
increased levels of borrowing in the three months ended September 30, 1997.

     For the three months ended September 30, 1997, subsequent to the adjustment
for  minority  interest  in the net loss of Play Co.,  the  Company  reported  a
consolidated  net loss of  $432,461  or $.044 per  common  share.  For the three
months ended September 30, 1996, subsequent to the minority interest adjustment,
the  Company  reported a  consolidated  net loss of  $827,759 or $.14 per common
share.  The  weighted  average  number of common  shares  and share  equivalents
outstanding  used in the  computation  of loss per  common  share  for the three
months ended September 30, 1997 and September 30, 1996 was 9,788,050  shares and
5,888,050 shares, respectively.

     For the six months  ended  September  30,  1997  compared to the six months
ended September 30, 1996

     Consolidated sales increased to $7,716,495 from $7,398,901,  an increase of
$317,594 or 4%, when  comparing  the six months ended  September 30, 1997 to the
six months ended September 30, 1996. The increase was  attributable to increased
sales in Play Co.'s stores.

     Consolidated  cost of sales for the six months ended September 30, 1997 was
$4,826,424  as compared to  $5,403,737  for the six months ended  September  30,
1996. This decrease of $577,313 or 11% was due to management's efforts to better
control costs.

     Consolidated operating expenses for the six months ended September 30, 1997
was $4,274,946 as compared to $3,753,821 for the six months ended  September 30,
1996.  This  increase  of  $521,125  was due to  increased  rent  expense and an
increase in payroll and related expenses.

     Non-Cash  depreciation  and amortization for the six months ended September
30, 1997 was $278,690 as compared to $302,105 for the six months ended September
30,  1996.  The  decrease  of  $23,415  or 8%  was  due  to  reduced  levels  of
depreciation of fixed assets.

     Consolidated  interest  expense  was  $430,619  for  the six  months  ended
September  30, 1997 as compared to $370,682 for the six months  ended  September
30,  1996.  This  represented  an  increase  of  $59,937  or 16%,  and is due to
increased levels of borrowings in the six months ended September 30, 1997.

     For the six months ended  September 30, 1997,  subsequent to the adjustment
for  minority  interest  in the net loss of Play Co.,  the  Company  reported  a
consolidated net loss of $1,411,457 or $.14 per common share. For the six months
ended September 30, 1996,  subsequent to the minority interest  adjustment,  the
Company reported a consolidated net loss of $1,654,075 or $.38 per common share.
The weighted average number of common shares and share  equivalents  outstanding
used in the  computation  of loss per  common  share  for the six  months  ended
September 30, 1997 and September 30, 1996  respectively was 9,788,050 shares and
4,304,443 shares.




<PAGE>
         Liquidity and Capital Resources

         At September 30, 1997, the Company  reported cash and cash  equivalents
of $180,497,  negative  working  capital of  $3,716,519,  and a current ratio of
 .71:1. 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 six months  ended  September  30,  1997,  the  Company  used
$1,126,641  of cash in its operating  activities.  In the  comparable  six month
period ended  September  30, 1996,  the Company used  $2,613,486 in it operating
activities.

         The Company reported an inflow of funds in its investing  activities of
$58,777 in the six months ended  September  30, 1997 as compared to an inflow of
$244,419 for the six months ended September 30, 1996.

         The Company generated  $1,103,693 from its financing  activities in the
six months ended  September 30, 1997 as compared to the generation of $2,399,276
in the six months ended September 30, 1996.

     As a result of these activities, the Company had a net increase in cash and
cash equivalents of $35,829 in the six months ended September 30, 1997.

     Play  Co.  has  filed a  registration  statement  with the  Securities  and
Exchange  Commission for an initial public  offering for the Company's  Series E
preferred shares.  The offering is being led by West America Securities Corp. on
a best  efforts  basis with an  objective of raising net proceeds to Play Co. of
approximately  $2.5  million.  However,  there  can be no  assurance  that  this
offering will be consummated.

     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,  its ability to purchase  products at favorable  prices in favorable
items as well as increased competition and changes in consumer preferences.

     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 toys 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 Play Co.'s business strategy will enable
it to compete in the retail toy industry.

     Management knows of no other trends reasonably  expected to have a 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.

         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:

         Exhibits:  None

         Reports on Form 8-K:

     On July 21, 1997,  United  Textiles & Toys Corp.  filed a Form 8-K with the
Securities  and Exchange  Commission.  The Form 8-K reported an Item 4 Change in
Registrant's Certifying Accountant.






<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:        November 19, 1997


United Textiles & Toys Corp.
(Registrant)


/s/Ilan Arbel
Ilan Arbel
President


/s/Allean Goode
Allean Goode
Treasurer



<PAGE>