UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-Q

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

                 For quarterly period ended September 30, 1995
                                            ------------------

                                       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
                                            -------------
                                                   
                 PERFORMANCE INDUSTRIES, INC., AND SUBSIDIARIES
                 ----------------------------------------------
             (Exact name of registrant as specified in its charter)


             Ohio                                        34-1334199
-------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


2425 E. Camelback Road, Suite 620
Phoenix, Arizona                                                 85016
---------------------------------------                        --------
(Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number including area code: (602) 912-0100
                                                           -------------


Indicate by checkmark whether the registrant: (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
requirements for the past 90 days.
YES   X   NO
    ----     ----

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed  by  Sections  12,  13 or 15d of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. 
YES   X  NO
    ----    ----
Number of shares  outstanding of each of the issuer's classes of common stock as
of October 2, 1995, 9,958,115 shares.

<PAGE>


                 PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES

                                     INDEX



                                                                          Page
                                                                          ----
PART I.  FINANCIAL INFORMATION (Unaudited):
         ---------------------------------

Consolidated Balance Sheets -
      September 30, 1995 and December 31, 1994                              3

Consolidated Statements of Operations (Unaudited)  -
      Nine Month Period Ended September 30, 1995 and 1994                   4

Consolidated Statements of Operations (Unaudited)  -
      Three Month Period Ended September 30, 1995 and 1994                  5

Consolidated Statements of Cash Flow (Unaudited) -
      Nine Month Period Ended September 30, 1995 and 1994                   6

Notes to Consolidated Financial Statements (Unaudited)                    7 - 8

Management's Discussion and Analysis of Financial                         9 - 12
      Condition and Results of Operations


PART II. OTHER INFORMATION:
         -----------------

Item I. Legal Proceedings                                                  13
-------------------------

Item 2. Changes in Securities                                              13
-----------------------------

Item 3. Defaults upon Senior Securities                                    13
---------------------------------------                               

Item 4. Submission of Matters to a Vote of Security Holders                13
-----------------------------------------------------------         

Item 5. Other Information                                                  13
-------------------------

Item 6. Exhibits and Reports on Form 8-K                                   13
----------------------------------------                              

Signatures                                                                 14

<PAGE>

                          PERFORMANCE INDUSTRIES, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)
                                  (Unaudited)


                                                    Sept. 30, 1995 Dec. 31, 1994
                                                    -------------- -------------
Current Assets:
--------------
  Cash and cash equivalents                              $     238    $   1,142
  Restricted cash (Note 3)                                   1,790        2,900
  Accounts and notes receivables, net                          524          584
  Receivable from sale of businesses, net                      718        1,024
  Factored receivables (Note 4)                              2,107        4,311
  Inventories                                                  256          276
  Prepaid expenses (Note 5)                                    633          201
  Other current assets                                         466          485
                                                         ---------    ---------
         Total current assets                                6,732       10,923

  Deferred income taxes                                      1,829        1,829
  Property and equipment, net                                4,879        4,265
  Real Estate under development (Note 6)                     8,725        6,014
  Other assets, net                                            891        1,077
                                                         ---------    ---------

         TOTAL                                           $  23,056    $  24,108
                                                         =========    =========

Current Liabilities:
-------------------
  Current portion of long-term debt (Note 8)             $   5,718    $   4,394
  Accounts payable                                             825        1,208
  Factored receivables reserve                                 515          889
  Accrued employment costs                                     413          401
  Accrued product liability (Note 7)                           531          902
  Accrued expenses and other
    current liabilities                                      1,263          982
  Liabilities subject to compromise (Note 9)                   486        1,573
                                                         ---------    ---------
         Total current liabilities                           9,751       10,349

  Long-term debt, less current portion                       1,635        1,849

  Commitments and contingencies                                 --           --

  Minority interest                                            465          416

Shareholder's Equity:
--------------------
  Common stock, no par value; authorized
    20,000,000 shares; issued 12,629,326 shares             31,202       31,202
  Accumulated deficit                                      (17,046)     (16,710)
                                                         ---------    ---------
                                                            14,156       14,492

  Treasury stock (2,671,211 and 2,796,211 shares)           (2,951)      (2,998)
                                                         ---------    ---------

         Total shareholders' equity                         11,205       11,494
                                                         ---------    ---------

                                                         $  23,056    $  24,108
                                                         =========    =========


See accompanying notes to consolidated financial statements.

<PAGE>

                          PERFORMANCE INDUSTRIES, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

          FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1995 AND 1994
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (Unaudited)



                                                     Nine Months Ended Sept. 30,
                                                     ---------------------------

                                                        1995             1994
                                                        ----             ----
Net revenues                                       $     14,607    $     13,577

Cost of revenues                                        (13,257)        (11,938)
Selling, general, and administrative expense             (2,421)         (2,791)
Interest (expense) income                                   285             323
Other income                                                509             369
Gain (loss) on sale of assets                                (2)             93
                                                   ------------    ------------

Loss before income taxes and minority interest             (279)           (367)

Provision for income taxes                                   (9)            (20)

Minority interest in earnings                               (48)             --
                                                   ------------    ------------

Earnings (losses) before income tax                        (336)           (387)
Income from discontinued operations                          --              90
                                                   ------------    ------------
Net loss                                           $       (336)   $       (297)
                                                   ============    ============

Loss per common share:
---------------------

Continuing operations                              $       (.03)   $       (.04)
Discontinued operations                                      --             .01
                                                   ------------    ------------
Net loss per common share                                  (.03)   $       (.03)
                                                   ============    ============


Average number of shares outstanding                  9,958,115      10,635,845
                                                   ============    ============


See accompanying notes to consolidated financial statements.

<PAGE>


                          PERFORMANCE INDUSTRIES, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

          FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1995 AND 1994
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (Unaudited)

                                                    Three Months Ended Sept. 30,
                                                    ----------------------------

                                                           1995           1994
                                                           ----           ----
Net revenues                                         $     4,779    $     4,414

Cost of revenues                                          (4,508)        (3,775)
Selling general and administrative expense                  (793)          (886)
Interest income                                              289            215
Other income                                                  17             25
Gain loss on sale of assets                                   (2)            --
                                                     -----------    -----------

Loss before income taxes and minority interest              (218)            (7)

Provision for income taxes                                    (4)            (6)

Minority interest in earnings                                (14)            --
                                                     -----------    -----------

Loss from continuing operations                             (236)           (13)

Income from discontinued operations                           --             --
                                                     -----------    -----------

Net loss                                             $      (236)   $       (13)
                                                     ===========    ===========



Loss per common share:
---------------------

Continuing operations                                $      (.02)   $       (--)
Discontinued operations                                       --             --
                                                     -----------    -----------
Loss per common share                                $      (.02)   $       (--)
                                                     ===========    ===========


Average number of shares outstanding                   9,958,115      9,821,190
                                                     ===========    ===========


See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>

                          PERFORMANCE INDUSTRIES, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                             (DOLLARS IN THOUSANDS)

          FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1995 AND 1994
                                  (Unaudited)

<CAPTION>

                                                              Nine Months Ended Sept. 30
                                                              --------------------------
                                                                   1995         1994
                                                                   ----         ----

<S>                                                            <C>          <C>
Net cash (used in) operating activities                        $  (1,682)   $  (1,280)

Cash Flows from Investing Activities:
------------------------------------
   Decrease in restricted cash                                     1,110           --
   Decrease in receivables from sale of businesses, net              539        3,326
   (increase) decrease in investment of factored
   receivables, net                                                1,830       (2,282)
   Decrease (increase) assets held for sale                           19        2,812
   Additions to property and equipment                            (1,166)      (1,095)
   Increase in real estate under development                      (2,711)      (4,499)
                                                               ---------    ---------
         Net cash provided by (used in) investing activities        (379)      (1,738)

Cash Flows from Financing Activities:
   Repayment of debt                                                (140)      (1,032)
   Proceeds from borrowings                                        1,250        3,206
   (Increase) decrease in treasury stock                              47       (1,765)
                                                               ---------    ---------
         Net cash provided by (used in) financing activities       1,157          409

Net (decrease) in cash and cash equivalents                         (904)      (2,609)
Cash and cash equivalents at beginning of period                   1,142        5,011
                                                               ---------    ---------
Cash and cash equivalents at end of period                     $     238    $   2,402
                                                               =========    =========

See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>
                 PERFORMANCE INDUSTRIES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)

(1)  Basis of Presentation:
     ---------------------

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnote  disclosure  required by generally accepted  accounting  principles for
complete financial statements.  These interim consolidated  financial statements
should be read in conjunction  with the  consolidated  financial  statements and
notes  included  in the  Company's  1994 Form 10-K  filing.  In the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
nine month period ended September 30, 1995 are not necessarily indicative of the
results that may be expected for the year ended  December 31, 1995.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto contained herein.

(2)  Inventories:
     -----------

The components of inventories were as follows (in thousands):

                              September 30, 1995             December 31, 1994
                              ------------------             -----------------
Restaurant Inventory               256                              241

(3)  Restricted Cash:
     ---------------

The $1,110,000  decrease from year end is a result of construction draws for the
Hard Rock Cafe. Another $790,000 will be distributed to Hard Rock during the 4th
quarter.  The remaining  $1,000,000  is  collateral  being held by Norwest Bank,
which will be released  over the next nine to twelve  months based upon formulas
negotiated with the lending officers.

(4)  Factored Accounts Receivables:
     -----------------------------

During  the six month  period  ended  June 30,  1995,  the  Company's  factoring
subsidiary  had two of its  customers,  representing  almost 50% of its year end
business,  obtain  alternative  financing.  During the three month  period ended
September 30, 1995, customer funding decreased an additional  $321,000.  Some of
these funds have been used by the Company to invest in its other subsidiaries.

(5)  Prepaid Expenses:
     ----------------

Prepaid  expenses at September 30, 1995 include payments for commissions for new
leases  negotiated  for the  Company's  Mexicali  facility and fees  incurred to
obtain a line of credit for the Company's  factoring  subsidiary.  These prepaid
expenses  will  be  amortized  over  the  life of the  leases  and  credit  line
respectively.

(6)  Real Estate Under Development:
     -----------------------------

The Company has two projects under development.

Camelback  Plaza,  a  50,000  square  foot  commercial  retail  center,  will be
completed  this  year.  Completion  costs  in  addition  to  the  $790,000  from
restricted cash are estimated to be $300,000.

The Company has land in Ixtapa,  Mexico and has  completed  design work to build
condominiums.  This  project  has been put on hold,  however,  until the Mexican
economy becomes settled.  

(7)  Accrued Product Liability:
     -------------------------

During the nine months ending  September 30, 1995, the Company  settled  several
product  liability  cases.  The  settlement  amounts  have not  been  materially
different from that which was accrued for at year end.

(8)  Long Term Debt:
     --------------

The Company  obtained  construction  and  mini-perm  financing  in the amount of
$4,900,000  from  Caliber  Bank.  Caliber was  acquired by Norwest Bank early in
1995.  The loan  officers  with Norwest wish to change the terms of the original
financing.  The  Company  has been  negotiating  with  Norwest  to  prepare  new
documents.  Until  these  new  documents  are  final,  all debt due  under  this
financing has been classified as short term for both periods ending December 31,
1994 and September 30, 1995.

(9)  Liabilities Subject to Compromise:
     ---------------------------------

The  Company  agreed to a  settlement  of one of the  remaining  disputed  debts
related to its former operation of a manufacturing  facility in California.  The
$750,000  settlement was not  materially  different from that which was reserved
for at year end.  Some cash was paid during the six months ended  September  30,
1995 and the  balance  was  reclassified  to  other  current  liabilities.  This
settlement requires $50,000 a month payments through March 1996.

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


PERFORMANCE INDUSTRIES, INC. - CONSOLIDATED
-------------------------------------------

Results of Operations - Consolidated
------------------------------------

The Company's results of operation for the three months ended September 30, 1995
were a loss of  $236,000  versus a loss of only  $13,000  for the same period in
1994.  Revenues  increased  $365,000  or 8%  while  cost of  revenues  increased
$733,000,  a 19% increase.  The revenues increase and some of the cost increases
are a result of the  purchase of Buster's  Restaurant  Bar and Grill in March of
1995.  The remaining  increase in cost of revenue is related to continued  heavy
advertising and a renewed commitment to training restaurant unit personnel.

Corporate  selling,  general,  and  administrative  expenses  continues  to show
improvement.  These  expenses  were $93,000 and $370,000  less for the three and
nine month periods  ended  September 30, 1995 as compared to the same periods in
1994. The percentage improvement is 10% and 15% respectively.

Earnings Outlook
----------------

Over the next six to nine months,  earnings  from the Company's  restaurant  and
factoring  subsidiaries  should absorb  administrative  expenses  related to the
parent. The Company does not expect either  significant  earnings or losses from
period to period.

The Company plans to open its first new Bobby McGee's in Las Vegas, Nevada early
in 1996. A lease has been signed and some remodeling work begun.  Depending upon
the  results  from the opening of this new  restaurant  and  provided  funds are
available  from the pending sale of the  Camelback  Plaza  project,  the Company
plans to open other  restaurants  in cities where the Bobby McGee's  concept has
never been.

PERFORMANCE RESTAURANT GROUP, INC.
---------------------------------

Revenues
--------

Revenues for the quarter  ended  September  24, 1995 were $443,000 more than the
same period in 1994.  Revenues for the nine months ended September 24, 1995 were
$993,000  more than the same period in 1994.  The  increase is the result of the
acquisition  of a  new  restaurant  operating  under  the  trade  name  Buster's
Restaurant Bar & Grill.

Cost and Expenses
-----------------

As a  percentage  of sales  cost of goods sold was 27.7% and 27.7% for the three
and nine months ended September 24, 1995, as compared to 25.2% and 26.5% for the
same period last year.

The  percentage  increase is attributed to current  beverage  promotions and the
upgrading of our meat  specifications to ensure the highest quality of steak and
beef products throughout the entire chain.

Restaurant  and general  administrative  expenses as a  percentage  of sales was
77.0% and 74.7% for the three and nine  months  ended  September  24,  1995,  as
compared  to 72.5% and 72.8% for the same  periods  last  year.  The  percentage
increase is a result of several  factors  including an increase in  depreciation
expense,  labor, and advertising  cost.  Depreciation is up due to the extensive
reinvestment in the physical plant and decor of the restaurants. Labor increases
are a  result  of the  company's  renewed  commitment  to  training  unit  level
personnel  and  hiring  experienced   management  staff.  The  company  is  also
conducting several aggressive  advertising campaigns aimed at exposing customers
to the "New Bobby McGee's".

Net Income
----------

The  restaurant  division  recorded a net loss of $219,000  and $331,000 for the
three and nine months ended  September  24,  1995,  as compared to net income of
$93,000 and $100,000 for the same periods in 1994.  The losses are  attributable
to  the  reinvestment  in  the  facilities,  training,  advertising,  and to the
seasonality of Buster's Restaurant Bar & Grill located in Scottsdale, Arizona.

Earnings Outlook
----------------

The  Company  has  made  a  substantial   commitment   to  training   personnel,
advertising,  and maintaining beautiful facilities, all of which are expected to
increase the long term profitability of the organization.

Performance Restaurant Group, Inc.                   (Dollars in $1,000)
                                                        Third Quarter
                                                      -----------------
                                                       (  ) Unfavorable variance
                                               1995          1994   1995 vs 1994
                                              ------        ------  ------------
Revenues                               $   4,574        $   4,131    $   443
Cost and Expenses:
-----------------                                               
   Cost of Sales                           1,269            1,041       (228)
   Restaurant Expenses                     3,226            2,728       (498)
   Administrative Expenses                   298              269        (29)
                                       ---------        ---------    -------
      Total Cost and Expenses              4,793            4,038       (755)
                                       ---------        ---------    -------
Earnings before Income Taxes                (219)              93       (312)
Provision for Income Taxes                     0                0          0
                                       ---------        ---------    -------
Net Income                             $    (219)       $      93    $  (312)
                                       =========        =========    =======


                                               Percentage of Total Revenues
                                                        Third Quarter
                                                ----------------------------
                                                       (  ) Unfavorable variance
                                           1995           1994     1995 vs 1994
                                          ------         ------    ------------
Revenues                                   100.0%           100.0%     10.7%
Cost and Expenses:
-----------------                                                       
   Cost of Sales                            27.7%            25.2%      2.5%
   Restaurant Expenses                      70.5%            66.0%      4.5%
   Administrative Expenses                   6.5%             6.5%      0.0%
                                       ---------        ---------       ----
      Total Cost and Expenses              104.8%            97.7%      7.1%
                                       ---------        ---------       ----
Earnings before Income Taxes                (4.8%)            2.3%     (7.1%)
Provision for Income Taxes                   0.0%             0.0%      0.0%
                                       ---------        ---------       ----
Net Income                                  (4.8%)            2.3%     (7.1%)
                                       =========        =========       ====


Performance Restaurant Group, Inc.                 (Dollars in $1,000)
                                           Nine Months Ended September 24, 1995
                                           ------------------------------------
                                                       (  ) Unfavorable variance
                                             1995          1994     1995 vs 1994
                                            ------        ------    ------------

Revenues                               $  13,829        $  12,896   $    933
Cost and Expenses:
-----------------                                                        
   Cost of Sales                           3,827            3,411       (416)
   Restaurant Expenses                     9,402            8,505       (897)
   Administrative Expenses                   931              879        (52)
                                       ---------        ---------   --------
      Total Cost and Expenses             14,160           12,795     (1,365)
                                       ---------        ---------   --------
Earnings before Income Taxes                (331)             101       (432)
Provision for Income Taxes                     0                1          1
                                       ---------        ---------   --------
Net Income                             $    (331)       $     100   $   (431)
                                       =========        =========   ========


                                                Percentage of Total Revenues
                                            Nine Months Ended September 24, 1995
                                            ------------------------------------
                                                       (  ) Unfavorable variance
                                            1995           1994     1995 vs 1994
                                           ------         ------    ------------
Revenues                                   100.0%           100.0%      7.2%
Cost and Expenses:
-----------------                                                
   Cost of Sales                            27.7%            26.5%      1.2%
   Restaurant Expenses                      68.0%            66.0%      2.0%
   Administrative Expenses                   6.7%             6.8%     (0.1%)
                                       ---------        ---------       ----
      Total Cost and Expenses              102.4%            99.2%      3.2%
                                       ---------        ---------       ----
Earnings before Income Taxes                (7.2%)            2.4%     (9.6%)
Provision for Income Taxes                   0.0%             0.0%      0.0%
                                       ---------        ---------       ----
Net Income                                  (7.2%)            2.4%     (9.6%)
                                       =========        =========       ====


PERFORMANCE FUNDING
-------------------

Net revenues and income for the nine month period ending September 30, 1995 were
$716,000 and $452,000  respectively.  This  compares to revenues of $681,000 and
earnings of $554,000 for the same period in 1994.  The percentage of earnings to
gross  revenues  was 81% in 1994  and only 60% in  1995.  This  decrease  in net
earnings is attributed to the subsidiary being charged interest by the parent in
1995.  The  interest  charged for the nine months ended  September  30, 1995 was
$101,000.

In July of 1995,  Performance  Funding  negotiated a  $2,000,000  line of credit
which is  guaranteed  by the  parent.  The term is for two years and the primary
covenant is that net equity in the subsidiary  will equal or exceed  $1,000,000.
At September 30, 1995, the subsidiary's equity was $1,290,000.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During the nine month  period  ended  September  30, 1995,  the  Company's  cash
decreased  $904,000.  Short term  liabilities,  net of the short term portion of
long term debt, were reduced by $1,500,000.  Significantly  about  $1,200,000 or
80% of these liabilities were non-recurring  pre-petition  claims settled during
the period.

The Company has been  focusing its  attention  upon  expanding and improving its
financing and restaurant  business  segments.  The efforts have been hampered by
the Company's investment in its Camelback Plaza retail development.  The project
has taken more time and cash investment than management originally  anticipated.
At  September  30,  1995 the Company  had more than  $4,000,000  invested in the
project,  over $3,000,000 of which is a loan from the Company to the development
subsidiary.  As of this filing,  the subsidiary has signed a letter of intent to
sell the  project  and is  working on a  definitive  purchase  agreement  with a
closing  to be on or before  December  31,  1995.  As a backup to the sale,  the
Company is attempting to obtain a long term  financing  commitment,  which would
return most of the capital invested in the project.

In May of 1994,  the Company  invested  $250,000 to buy 125,000  shares of a new
airline  operation,  Western  Pacific Air, Inc.  Western Pacific Air plans to go
public this year.  The Company is offering to sell up to 50,000 of its shares in
the initial  offering.  

Throughout  1994  and the  first  nine  months  of 1995  the  Company  has  been
reinvesting rental income from its Mexicali,  Mexico facilities in environmental
cleanup and tenant  improvements at the site. The current rent roll provides for
gross rents of over $700,000 and net income of approximately  $550,000 per year.
While the Company has been actively marketing the property for sale,  management
is  reconsidering  a sale and may decide to further  develop the property  until
Mexico's economy recovers. The Company has also been seeking financing using the
facility as collateral.

Management  believes,  but  there can be no  assurance,  that one or more of the
above  opportunities  will take  place  before  year end,  any one of which will
finance the Company's capital  requirements well into next year. In the unlikely
event none are completed by year end, the Company may face a liquidity concern.



                          Part II - OTHER INFORMATION

Item 1. Legal Proceedings
-------------------------
As  previously  discussed in the report on Form 10-Q for the period  ending June
30, 1995, the defendant in the matter entitled Performance  Industries,  Inc. v.
Murray &  Murray,  et al filed an appeal  to the  Supreme  Court of the State of
Arizona  appealing  the Court of Appeals'  decision  upholding the lower court's
finding of jurisdiction over the defendants. The Supreme Court summarily decided
to appeal upholding the Court of Appeals' decision in October 1995.

The  defendants  have filed a petition  seeking a stay of  proceedings  in State
Court  while  they  petition  the  United  States  Supreme  Court  for a Writ of
Certiorari. A stay of 30-90 days is expected to be granted.

The parties in the action filed by the Richter  Family Trust against the Company
and unrelated  third parties,  as reported in the Company's  report on form 10-Q
for the period  ending June 30,  1995,  has been stayed by  stipulations  of the
parties.  The stay will allow for further  testing at the site to determine  the
extent of possible remediation prior to proceeding with discovery in the action.

Item 2. Changes in Securities
-----------------------------
None

Item 3. Defaults upon Senior Securities
---------------------------------------
None

Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
The  Company  held its  annual  meeting  on June 5,  1995 at which  the Board of
Directors was reelected to serve for one year and  employment of Toback CPA's as
auditors was approved.

Item 5. Other Information
-------------------------
None

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
None

<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.



                              PERFORMANCE INDUSTRIES, INC. and SUBSIDIARIES



Date: November 13, 1995       /s/ Joe Hrudka
                              -----------------------------
                                  Joe Hrudka
                                  Chairman of the Board
                                  (Principal Executive Officer)



                              /s/ James W. Brown
                              -----------------------------
                                  James W. Brown
                                  Chief Financial Officer
                                   (Principal Accounting Officer)