<PAGE>   1
                       Securities and Exchange Commission
                             Washington, D.C. 20549




                                   Form 10 - Q



   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934



For the quarter ended               Commission File Number
November 30, 1996                           1-9542


                                 TECHKNITS, INC.

               (Exact Name of registrant specified in its charter)


             New York                                        11-2343548
             --------                                        ----------
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation  or organization)                        Identification #)



                                 10 Grand Avenue
                            Brooklyn, New York 11205
           (Address of Principal Executive Office including zip code)

                                 (718) 875-3299
               (Registrant's telephone number including area code)


Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.


                                   Yes x.  No  .
                                      ---    ---

         Common Stock, Par Value $.003, outstanding at November 30, 1996

                                1,720,772 Shares

       Preferred Stock, Par Value, $.003, outstanding at November 30, 1996

                                      NONE
<PAGE>   2
                          TECHKNITS, INC. & SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                        November 30,                February 29,
                                                                            1996                        1996
                                                                            ----                        ----
<S>                                                                     <C>                         <C>
Current Assets
   Cash                                                                 $    861,113                $    133,644
   Certificate of deposit (Note 4)                                         2,660,008                   2,570,648
   Accounts receivable, (net of allowance for
    doubtful accounts of $39,388 and $29,388 at
    November 30, 1996 and February 29, 1996,
    respectively) (Notes 1 & 4)                                            1,786,820                   1,174,175
   Inventories (Notes 1, 2 & 4)                                            5,445,465                   4,833,332
   Prepaid expenses and other current assets                                 345,404                     228,045
   Loans receivable - officer (Note 8)                                         - 0 -                      95,863
                                                                        ------------                ------------
        Total Current Assets                                            $ 11,098,810                $  9,035,707
   Property and Equipment - Net (Notes 3 & 4)                              3,604,189                   3,946,975
   Other Assets                                                              231,460                     215,001
                                                                        ------------                ------------

             TOTAL ASSETS                                               $ 14,934,459                $ 13,197,683
                                                                        ============                ============
                       LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities
   Notes payable bank (Note 4)                                          $  4,000,000                $  2,235,000
   Accounts payable and accrued expenses                                   1,939,042                   1,533,031
   Current maturities of long-term debt and
    capital leases (Note 5)                                                  116,858                     116,153
   Income taxes payable                                                      259,564                     311,341
                                                                        ------------                ------------
        Total Current Liabilities                                       $  6,315,464                $  4,195,525
Long-term debt and capital leases (Note 5)                                   457,137                     539,037
Deferred income taxes                                                        860,441                     860,441
                                                                        ------------                ------------
             TOTAL LIABILITIES                                          $  7,633,042                $  5,595,003
                                                                        ------------                ------------
Commitments and Contingencies (Notes 6 and 7)
Shareholders' Equity (Note 9)
   Preferred stock, $.003 par value 2,500,000
    shares authorized, none issued 
   Common stock, $.003 par value 10,000,000
    shares authorized, 1,900,000 shares issued
    and outstanding                                                     $      5,700                $      5,700
   Additional paid-in capital                                              4,648,729                   4,648,729
   Retained earnings                                                       2,955,954                   3,257,217
   Less:  Treasury stock, 179,562 shares of common
    stock - at November 30, 1996 and February 29, 1996,
    at cost                                                                 (308,966)                   (308,966)
                                                                        ------------                ------------

             TOTAL SHAREHOLDERS' EQUITY                                    7,301,417                   7,602,680
                                                                        ------------                ------------

             TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                   $ 14,934,459                $ 13,197,683
                                                                        ============                ============
</TABLE>


    The accompanying notes are an integral part of this financial statement.
<PAGE>   3
                          TECHKNITS, INC. & SUBSIDIARY
            CONSOLIDATED STATEMENTS OF OPERATIONS & RETAINED EARNINGS
                            FOR THE NINE MONTHS ENDED


<TABLE>
<CAPTION>
                                                                                            November 30,

                                                                                 1996                        1995
                                                                                 ----                        ----
<S>                                                                           <C>                        <C>
Sales                                                                         $ 9,402,551                $ 11,838,355

Cost of goods sold                                                              7,781,102                  10,051,960
                                                                              -----------                ------------

        Gross Profit                                                            1,621,449                   1,786,395
                                                                              -----------                ------------

Operating Expenses

   Selling, general & administrative expenses                                   1,389,990                   1,378,552
                                                                              -----------                ------------

   Income from operations                                                         231,459                     407,843
                                                                              -----------                ------------

Other Income (Expenses)

   Interest income                                                                 90,841                     106,320
   Interest expense                                                              (391,483)                   (413,776)
                                                                              -----------                ------------

        Total                                                                    (300,642)                   (307,456)
                                                                              -----------                ------------

   Income (loss) before provision for income taxes & flood loss                   (69,183)                    100,387

   Provision for income taxes                                                       - 0 -                      34,000

   Flood loss (Note 2)                                                           (232,080)                      - 0 -
                                                                              -----------                ------------

        Net Income (Loss)                                                        (301,263)               $     66,387


        RETAINED EARNINGS - BEGINNING OF PERIOD                                 3,257,217                   3,227,317

        Less:  Cash dividend (Note 10)                                              - 0 -                      54,307
                                                                              -----------                ------------

        RETAINED EARNINGS - END OF PERIOD                                     $ 2,955,954                $  3,239,397
                                                                              ===========                ============


   Net Income (Loss) Per Share                                                $      (.18)               $        .04
                                                                              ===========                ============


   Average number of shares of common
     stock outstanding used in computing
     earnings (loss) per share                                                  1,720,772                   1,741,504
                                                                              ===========                ============
</TABLE>



    The accompanying notes are an integral part of this financial statement.
<PAGE>   4
                          TECHKNITS, INC. & SUBSIDIARY
            CONSOLIDATED STATEMENTS OF OPERATIONS & RETAINED EARNINGS
                           FOR THE THREE MONTHS ENDED




<TABLE>
<CAPTION>
                                                                              November 30,

                                                                     1996                       1995
                                                                     ----                       ----

<S>                                                              <C>                        <C>
Sales                                                            $ 3,192,351                $ 5,346,738

Cost of goods sold                                                 2,723,953                  4,679,162
                                                                 -----------                -----------

        Gross Profit                                                 468,398                    667,576
                                                                 -----------                -----------

Operating Expenses

   Selling, general & administrative expenses                        467,872                    503,850
                                                                 -----------                -----------

   Income from operations                                                526                    163,726
                                                                 -----------                -----------

Other Income (Expenses)

   Interest income                                                    19,540                     29,876
   Interest expense                                                 (120,337)                  (160,935)
                                                                 -----------                -----------

        Total                                                       (100,797)                  (131,059)
                                                                 -----------                -----------

   Income (loss) before provision for income taxes                  (100,271)                    32,667

   Provision for income taxes                                          - 0 -                     11,000
                                                                 -----------                -----------

        Net Income (Loss)                                           (100,271)               $    21,667


        RETAINED EARNINGS - BEGINNING OF PERIOD                    3,056,225                  3,272,037

        Less:  Cash dividend (Note 10)                                 - 0 -                    (54,307)
                                                                 -----------                -----------

        RETAINED EARNINGS - END OF PERIOD                        $ 2,955,954                $ 3,239,397
                                                                 ===========                ===========


   Net Income (Loss) Per Share                                   $      (.06)               $       .01
                                                                 ===========                ===========



   Average number of shares of common
     stock outstanding used in computing
     earnings (loss) per share                                     1,720,772                  1,720,772
                                                                 ===========                ===========
</TABLE>




    The accompanying notes are an integral part of this financial statement.
<PAGE>   5
                          TECHKNITS, INC. & SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED



<TABLE>
<CAPTION>
                                                                                                     November 30,

                                                                                           1996                       1995
                                                                                           ----                       ----

<S>                                                                                    <C>                        <C>
Cash Flows From Operating Activities

   Net Income (loss)                                                                   $  (301,263)               $    66,387

Adjustments to reconcile net income (loss) to net cash used in operating
  activities:

    Depreciation and amortization                                                          415,500                    444,300

Decrease (Increase) In Assets:

    Accounts receivable                                                                   (612,645)                (2,725,268)
    Inventories                                                                           (612,133)                   216,047
    Prepaid expenses and other current assets                                             (117,359)                    63,774

Increase (Decrease) In Liabilities:

    Accounts payable & accrued expenses                                                    354,233                    907,280
                                                                                       -----------                -----------

      Net Cash Used in Operating Activities                                               (873,667)                (1,027,480)
                                                                                       -----------                -----------

Cash Flows From Investing Activities

    Acquisition of fixed assets                                                            (70,713)                  (209,905)
    Other assets                                                                           (18,459)                    24,188
                                                                                       -----------                -----------

      Net Cash Used in Investing Activities                                                (89,172)                  (185,717)
                                                                                       -----------                -----------

Cash Flows From Financing Activities

    Notes Payable Bank                                                                   1,765,000                  1,450,000
    Payments of long-term debt                                                             (81,195)                  (100,574)
    Loans receivable officer                                                                95,863                    135,281
    Purchase of treasury stock                                                               - 0 -                    (84,726)
    Dividend distribution                                                                    - 0 -                    (54,307)
                                                                                       -----------                -----------

      Net Cash Provided By Financing Activities                                          1,779,668                  1,345,674
                                                                                       -----------                -----------

            NET INCREASE IN CASH
              AND CERTIFICATE OF DEPOSIT                                                   816,829                    132,477

            CASH AND CERTIFICATE OF DEPOSIT,
              BEGINNING OF PERIOD                                                        2,704,292                  2,552,480
                                                                                       -----------                -----------

            CASH AND CERTIFICATE OF DEPOSIT,
              END OF PERIOD                                                            $ 3,521,121                $ 2,684,957
                                                                                       ===========                ===========



Supplemental Disclosures of Cash Flow Information:

   Operating activities:

   Cash paid during the year for:

    Interest                                                                           $   407,339                $   343,201
                                                                                       ===========                ===========

    Income taxes                                                                       $    85,172                $    76,372
                                                                                       ===========                ===========
</TABLE>



The accompanying notes are an integral part of this financial statement.
<PAGE>   6
                          TECHKNITS, INC. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

      DESCRIPTION OF OPERATIONS

      The Company is a vertically integrated manufacturer of knitted sweaters,
      which it markets throughout the U.S.A. on a pre-order basis to multi-unit
      stores and to wholesalers that sell under their own private labels.

      Concentration of Credit Risk - The Company maintains credit insurance on
      most of its accounts. For those accounts which are not insured the Company
      monitors its exposure for credit losses and maintains allowances for
      anticipated losses.

      Inventories - Inventories consist of finished garments, work in progress,
      yarns, fabrics and supplies. Inventories are stated at the lower of cost
      or market, using a first-in first-out (FIFO) basis.

      Property and Equipment - Property and equipment is stated at cost.
      Depreciation and amortization are computed on the straight-line method
      over estimated useful lives:

           Leasehold Improvements - Life of the related lease, which is not in
           excess of the estimated useful life.

           Furniture, Fixtures and Office Equipment - 6 to 10 years.

           Manufacturing Equipment - 12 years.

      Revenue Recognition - The Company recognizes revenue at the time goods are
      shipped and title to goods sold passes to the customer.

      Principles of Consolidation - The consolidated financial statements
      include the results of operations of the Company and its subsidiary. All
      intercompany transactions and balances have been eliminated in
      consolidation.

      Earnings Per Share - Earnings (loss) per share is calculated by dividing
      net income (loss) by the weighted average number of shares of common stock
      outstanding during the year.

      Income Taxes - Income taxes are provided for all transactions, regardless
      of the year the transactions are reported for income tax purposes. The
      differences in the timing of recognition of income and expenses for income
      tax purposes are reflected as deferred income taxes.
<PAGE>   7
                          TECHKNITS, INC. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

   Estimates - The preparation of financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the date
   of the financial statements and the reported amounts of the revenues and
   expenses during the reported period. Actual results could differ from those
   estimates.

NOTE 2 - FLOOD LOSS

   On March 11, 1996, the Company sustained inventory losses of $877,000 due to
   a flood. Net insurance reimbursement amounted to $644,920.

NOTE 3. - PROPERTY AND EQUIPMENT
   Balances of major classes of assets and allowances for depreciation and
   amortization are as follows:

<TABLE>
<CAPTION>
                                                          November 30,      February 29,
                                                             1996               1996
                                                             ----               ----

<S>                                                    <C>                  <C>       
        Factory machinery and equipment                   $7,174,723         $7,153,109
        Leasehold improvements                             1,182,705          1,138,100
        Furniture and fixtures                               158,529            158,529
        Computers                                            130,579            126,085
                                                           ---------          ---------

        Property and equipment - at cost                   8,646,536          8,575,823

        Less accumulated depreciation                      5,042,347          4,628,848
                                                           ---------          ---------

          Property and equipment - net                    $3,604,189         $3,946,975
                                                           =========          =========
</TABLE>

   Depreciation expense for the nine months ended November 30, 1996 and 1995
   were $413,500 and $442,500, respectively. Depreciation expense for the three
   months ended November 30, 1996 and 1995 were $138,000 and $197,500,
   respectively.

NOTE 4. - LOAN PAYABLE BANK
   The Company has a $6,000,000 line-of-credit agreement (the "Agreement") with
   a bank which provides for funds to be advanced based on a specific formula.
   At November 30, 1996, the Company had outstanding borrowings under this
   agreement of $4,000,000. Such loan bears interest at the rate of 3/4 percent
   above the bank's prime rate (prime rate being 8 1/4 percent at November 30,
   1996) and is collateralized by a certificate of deposit and related interest,
   accounts receivables, work in process and finished goods, inventory and
   certain machinery as well as assignment of Keyman's life insurance, and
   credit insurance covering accounts receivable. The loan is also guaranteed by
   the President of the Company.
<PAGE>   8
                          TECHKNITS, INC. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)

NOTE 5. - LONG TERM DEBT

   Long term debt for the purchase and financing of knitting machinery consists
   of the following:

<TABLE>
<CAPTION>
                                                      Monthly             Principal
                                    Annual         Installments      Amounts Payable At
            Financial              Interest         (Including      November      February
           Institution               Rate            Interest)      30,1996       29, 1996
           -----------               ----            ---------      -------       --------

<S>                              <C>               <C>              <C>           <C>
      New York Business
        Development Corp. (1)              7.5%        $ 4,857      $374,197      $395,846

      Various                    12.25% - 15.5%          8,464       199,798       259,344
                                                        ------       -------       -------

           Totals                                      $13,321      $573,995      $655,190
                                                        ======       =======       =======
</TABLE>

     (1)   In 1990, the Company obtained from New York Business Development
           Corp. a term loan to purchase machinery, repayable at the rate of
           $4,857 per month, including interest at the rate of 7.5 percent per
           annum. The loan is secured by a first mortgage on real property, at
           10 Grand Avenue, owned by the Company's President and a first
           security interest in certain machinery. The loan is also guaranteed
           by the Company's President and by 10 Grand Realty Corporation. The
           loan agreement has various stipulations, which include minimum net
           current assets, minimum net worth, and maximum officers'
           compensation.

      Annual maturities of long term debt are as follows:

<TABLE>
<CAPTION>
                          Year Ending
                         February 28,
                         ------------

<S>                                                                 <C>
                             1997 (Three Months)                    $ 34,958
                             1998                                    112,392
                             1999                                    112,531
                             2000                                     56,443
                        Thereafter                                   257,671

                        Total                                        573,995

                        Less current portion                         116,858

                        Long term debt                              $457,137
</TABLE>
<PAGE>   9
                          TECHKNITS, INC. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 6. - COMMITMENTS AND CONTINGENCIES

   The Company leases an entire building (totalling 65,000 sq. ft.) at 10 Grand
   Avenue, Brooklyn, New York, with 10 Grand Realty Corp., a company owned by
   the President of the Company, for manufacturing, administrative and executive
   offices. This lease, which expires July 31, 1999, provides for an annual base
   rent of $165,000 plus real estate taxes, assessments, insurance, utilities
   and repairs.

   The Company also leases space in various buildings from the President of the
   Company as follows:

<TABLE>
<CAPTION>
                                                               Annual Rent
                                      Square          Excluding Real Estate Taxes
          Location                     Feet                and Other Expenses
          --------                     ----                ------------------


<S>                                   <C>             <C>
      17-21 Grand Ave.                  7,500                    $48,000
      23-27 Grand Ave.                 15,000                     84,000
      6 Grand Ave.                     16,000                     72,000
</TABLE>


      All leases expire July 31, 1999.

   During the current period, the Company terminated its showroom lease in New
   York City.

      Future minimum lease payments for rental of manufacturing, warehousing and
      administrative offices are as follows:

<TABLE>
<CAPTION>
                                           Minimum
                 Year Ending               Rental
                 February 28               Commitment
                 -----------               ----------

<S>                                        <C>      
                 1997 (three months)       $  92,250
                 1998                        369,000
                 1999                        369,000
                 2000                        153,750
</TABLE>

   Rent charged to operations, excluding related expenses, for the nine months
   ended November 30, 1996, and 1995 were $283,320 and $306,173, respectively.
   Rent charged to operations, excluding related expenses, for the three months
   ended November 30, 1996 and 1995 were $101,934 and $90,250, respectively.

NOTE 7. - LEGAL PROCEEDINGS

   In March 1993, the Company and its President were added as defendants to an
   action brought by Chubb & Son, Inc., in the United States District Court for
   the Eastern District of New York, for conspiracy. The basis of the claim
   against the Company, in the amount of $1,200,000 plus punitive damages, is
   that Chubb paid the Company an excessive sum for fire, water and smoke damage
   based on inflated figures in an amount to be determined at trial. The Company
   and its President have denied the allegations of the complaint and intend to
   defend against the claims.
<PAGE>   10
                          TECHKNITS, INC. & SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (CONTINUED)

   As per company counsel, the claims have no merit and are vigorously being
   contested.

NOTE 8. - RELATED PARTY TRANSACTIONS

   At February 29, 1996, the Company was owed by its President loans of $95,863
   bearing interest at a rate of 7% annually.

NOTE 9. - SHAREHOLDERS' EQUITY

   In December 1990, the Company's shareholders approved a resolution of the
   Board of Directors authorizing a one for three reverse stock split (of three
   old shares of common stock par value $.001 per share for one new share of
   common stock par value $.003 per share). Accordingly, the number of shares of
   common stock outstanding was reduced to 1,900,000 shares $.003 par value per
   share. At the same time, the Company amended its Certificate of Incorporation
   to change the number of authorized shares from 20,000,000 shares $.001 par
   value per share to 12,500,000 shares $.003 par value per share.

   In connection with its public offering in July of 1987, the Company issued to
   the Underwriters 100,000 five-year Underwriters' Warrants, each warrant
   entitling the Underwriters to purchase a Unit for $7.50. Each Unit consists
   of 2 shares of Common Stock, $.001 par value, one Class A Warrant and one
   Class B Warrant each exercisable at $3.75 and $4.50 per share, respectively,
   into one share of Common Stock $.001 par value. In April of 1992, the Company
   extended the expiration date of such warrants to July 1, 1995. As of July 1,
   1995, none of these warrants were exercised and they expired.

NOTE 10. - CASH DIVIDEND

   On September 15, 1995, the Board of Directors declared a cash dividend of
   $.07 per common share to shareholders of record on that date, which was paid
   on October 30, 1995.

   This special dividend was the result of a constructive dividend given to an
   officer of the corporation as determined by an Internal Revenue Service
   audit. (see consolidated statement of shareholders' equity for the year ended
   February 28, 1995)
<PAGE>   11
                          TECHKNITS, INC. & SUBSIDIARY
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


      Net sales for the nine months ended November 30, 1996, were $9,402,551
      representing a 20% decrease over net sales of $11,838,355 for the nine
      months ended November 30, 1995. The decrease is the result of discontinued
      non-profitable sales. Gross profit for the nine months ended November 30,
      1996 increased by 2%, and operating expenses increased by 3%.

      Net sales for the three months ended November 30, 1996 were $3,192,351
      representing a 40% decrease over net sales of $5,346,738 for the three
      months ended November 30, 1995. Gross profit for the three months ended
      November 30, 1996 increased by 2.0% and operating expenses increased by
      5.0%.

      Cash flow generated by the Company's operations is deemed adequate to meet
      the Company's financial obligations.
<PAGE>   12
                          PART II: OTHER INFORMATION


ITEM 6:  EXHIBITS AND REPORT ON FORM 10-Q

         1.  (a)  Exhibits:  None

             (b)  No report on Form 10-Q was filed by the Company during the
                  months of September, October and November 1996.

                  ALL OTHER ITEMS ARE NOT APPLICABLE OR NONE


                                   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.

                                       TECHNKITS, INC.
                                       10 Grand Avenue
                                       Brooklyn, New York 11205
                                       (Registrant)

                                       By:   /s/ Simon Taub
                                          -------------------------------------
                                             Simon Taub
                                             Chairman of the Board and 
                                             President


                                       By:   /s/ Moshe Taub
                                          -------------------------------------
                                             Moshe Taub
                                             Treasurer and
                                             Chief Financial Officer
Date: January 14, 1997
      Brooklyn, New York