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


                                   FORM 10-QSB

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




For Quarter Ended November 30, 1996             Commission file number  1-7948
                  -----------------                                    -------

                             AIC INTERNATIONAL, INC,
        (Exact name of small business issuer as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   11-2192898
                      (I.R.S. Employer Identification No.)

         117 East 57th Street, Room 21-H New York, NY 10022 (Address of
                     principal executive offices - Zip code)

          Issuer's telephone number, including area code (212) 838-3220



    Former name, former address and former fiscal year, if changes since last
report.


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                    Yes X No

        Number of shares of each class of common stock outstanding as of:

                          November 30, 1996 - 4,207,379



<PAGE>




                             AIC International, Inc.
                                and Subsidiaries

                      Condensed Consolidated Balance Sheets
                         (000 omitted except share data)

<TABLE>
<CAPTION>


                                                                                             November 30,            February 29,
                                                                                                 1996                    1996
                                                                                             -------------           ------------
                                                                                               (Unaudited)
<S>                                                                                            <C>                       <C>

Assets
Current:
   Cash                                                                                          $   331             $  471
   Trade receivables, less allowances of $95 and $83
    for possible losses                                                                            2,219              1,480
   Merchandise inventories                                                                         3,701              3,529
   Prepaid expenses and other current assets                                                         709                318
                                                                                                   ______             _____
           Total current assets                                                                    6,960              5,798
Property and equipment, at cost less accumulated
 depreciation and amortization                                                                        67                 62
Other assets                                                                                          18                 18
                                                                                                   _____              _____
                                                                                                  $7,045             $5,878
                                                                                                   =====              =====
Liabilities and Stockholders' Equity
Current:
   Bank loans                                                                                     $2,298             $1,566
   Accounts payable - trade                                                                           49                109
   Due to related party                                                                            1,373              1,399
   Income taxes payable                                                                              262                 83
   Other taxes                                                                                       373                213
   Liability for product warranties                                                                  109                 94
   Accrued expenses and other liabilities                                                            506                293
                                                                                                   _____              _____
      Total current liabilities                                                                    4,970              3,757
   Accrued pension costs                                                                             121                127
                                                                                                   _____              _____
         Total liabilities                                                                         5,091              3,884
                                                                                                   _____              _____
Commitments and Contingencies
Stockholders' equity:
   Common stock, $.10 par - shares authorized, 10,000,000;
    issued, 4,244,879                                                                                424                424
   Additional paid-in capital                                                                      6,720              6,720
   Deficit                                                                                        (6,233)            (6,315)
   Accumulated translation adjustment                                                              1,155              1,277
   Treasury stock, at cost - 37,500 shares                                                          (112)              (112)
                                                                                                   _____              _____
           Total stockholders' equity                                                              1,954              1,994
                                                                                                   _____              _____
                                                                                                  $7,045             $5,878
                                                                                                   =====              =====
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                        2

<PAGE>







                    AIC International, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
                       (000 omitted except per share data)


<TABLE>
<CAPTION>


                                               Nine months ended November 30,               Three months ended November 30,
                                      ---------------------------------------------------------------------------------------
                                                      1996                    1995                  1996                   1995
                                                   _________               ________               _______                _______
<S>                                                <C>                    <C>                      <C>                     <C>   


Net sales                                          $12,000                 $10,927                $4,519                 $4,048
                                                   _________               ________               _______                _______
Cost of goods sold                                   8,459                   7,673                 3,179                  2,839

Selling, general and administrative
   expenses                                          3,459                   3,305                 1,345                  1,177
                                                   ________                _______                _______                ______

      Total costs and expenses                      11,918                  10,978                 4,524                  4,016
                                                   ________                _______                _______                ______
Net income (loss)                                       82                    (51)                   (5)                     32
                                                   ________                _______                _______                ______
Net income (loss) per share                            .02                $  (.01)               $    -                    (.01)
                                                   ========                =======                =======                ======

Weighted average number  of
   shares                                            4,207                   4,207                 4,207                  4,207
                                                   ========                =======                =======                ======
</TABLE>

     See accompanying notes to condensed consolidated financial statements

                                        3

<PAGE>



                    AIC International, Inc. and Subsidiaries

            Condensed Consolidated Statement of Stockholders' Equity
                                   (Unaudited)
                                  (000 omitted)





<TABLE>
<CAPTION>

                                                                                                    Accumulated
                                                                           Additional Paid-         Translation   Treasury Stock,
                                                   Total      Common Stock    In Capital    Deficit   Adjustment    at Cost
                                                   ______     ____________ ______________   _______   ________     __________
<S>                                                <C>         <C>             <C>         <C>        <C>           <C>

Balance, March 1, 1996                             $1,994        $424          $6,720      $(6,315)    $1,277        $(112)

Net income, for the nine months ended Novem-
   ber 30, 1996                                        82                                       82

Aggregate adjustment for the nine months ended
   November 30, 1996 resulting from the transla-
   tion of foreign currency statements               (122)                                               (122)
                                                   ______      ______          _______      _______   ________       _______
Balance, November 30, 1996                         $1,954        $424          $6,720      $(6,233)    $1,155         $(112)
                                                  =======     =======          =======      =======   ========       =======


</TABLE>

   See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>





                    AIC International, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                  (000 omitted)


<TABLE>
<CAPTION>

Nine months ended November 30,                                                                      1996                   1995
                                                                                                    ____                   ____
<S>                                                                                                 <C>                   <C>   

Cash flows from operating activities:
   Net income (loss)                                                                                $ 82                   $(51)
                                                                                                   =====                  =====
   Adjustments  to  reconcile  net income  (loss) to net cash used in  operating
      activities:
      Depreciation, amortization                                                                      20                     18
      Increase in provision for possible losses on accounts receiv-
        able                                                                                          12                      -
      Other                                                                                        (122)                     23
      Decrease (increase) in:
        Trade receivable                                                                           (751)                   (335)
        Accounts receivable - affiliate                                                                -                   (110)
        Merchandise inventories                                                                    (172)                   (321)
        Due from related party                                                                         -                    117
        Prepaid expenses and other current assets                                                  (391)                   (103)
      Increase (decrease) in:
        Accounts payable - trade                                                                    (60)                     61
        Due to related party                                                                        (26)                    192
        Taxes                                                                                        339                     20
        Accrued expenses and other liabilities                                                       222                    461
                                                                                                   _____                  _____
      Total adjustments                                                                            (929)                     23
                                                                                                   _____                  _____
Net cash used in operating activities                                                              (847)                    (28)
Cash flows from investing activities:
   Capital expenditures, net of proceeds from sale of equipment                                     (25)                    (20)
Cash flows from financing activities
   Net borrowings from bank                                                                          732                    117
                                                                                                   _____                  _____
Net increase (decreased) in cash                                                                   (140)                     69
Cash, beginning of period                                                                            471                    569
                                                                                                   _____                  _____
Cash, end of period                                                                                 $331                   $638
                                                                                                   =====                  =====
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        5

<PAGE>




                    AIC International, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)




     Note 1. Results for the periods  shown are not  necessarily  indicative  of
results for the full year.



     Note 2. The data herein reflects all the adjustments  which, in the opinion
of management, are necessary for a fair statement of the results for the interim
periods.



     Note 3. There were no sales of unregistered  securities  during the quarter
ended November 30, 1996.



     Note 4. The financial data are subject to year-end audit.  Note disclosures
required  under  generally  accepted  accounting  principles are included in the
Company's  annual  report (Form  10-KSB) for the fiscal year ended  February 29,
1996.  Form 10-QSB should be read in  conjunction  with such annual report (Form
10-KSB).



                                        6

<PAGE>





                    AIC International, Inc. and Subsidiaries

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations




     All statements  contained herein that are not historical facts,  including,
but  not  limited  to,  statements  regarding  the  Company's  current  business
strategy,  the Company's  projected  sources and uses of cash, and the Company's
plans  for  future   development   and   operations,   are  based  upon  current
expectations.  These  statements  are  forward-looking  in nature and  involve a
number of risks and uncertainties.  Actual results may differ materially.  Among
the  factors  that  could  cause  actual  results to differ  materially  are the
following:  the  availability  of  sufficient  capital to finance the  Company's
business  plans on  terms  satisfactory  to the  Company;  competitive  factors;
changes in labor,  equipment and capital costs; changes in regulations affecting
the Company's business and economic conditions;  and factors described from time
to  time in the  Company's  reports  filed  with  the  Securities  and  Exchange
Commission. The Company cautions readers not to place undue reliance on any such
forward looking  statements,  which  statements are made pursuant to the Private
Litigation Reform Act of 1995 and, as a result, speak only as of the date made.



     Results of  Operations:  Nine months ended  November 30, 1996 compared with
nine months ended November 30, 1995:



     Net Sales

     For the nine  months  ended  November  30,  1996 the  Company's  net  sales
increased by $1,073,000 to $12,000,000  from sales of  $10,927,000  for the nine
months ended  November  30,  1995.  Sales by the  Company's  German  subsidiary,
Soligor GmbH,  Foto Optik Video  Electronik  ("Soligor  GmbH"),  increased by DM
2,564,000 which, when combined with changes in the exchange rate, resulted in an
increase in sales of $1,073,000 after translation. The Company's sales increased
due to efforts of Soligor  GmbH in promoting  the sale of new  products  groups,
such as  electronic  products  and  video  equipment,  an  increasing  number of
accessories, as well as video surveillance equipment.



     Cost of Goods Sold

     As a percentage of sales,  cost of goods sold was 70.5% for the nine months
ended  November 30, 1996 as compared to 70.2% for the nine months ended November
30, 1995. The increase in cost of goods sold as a percentage of sales was caused
by changes of exchange rate on Japanese Yen, Dutch Mark and U.S. Dollars.



     Selling, General and Administrative Expenses

     For the nine months ended November 30, 1996 and 1995, selling,  general and
administrative ("SG & A") expenses were 28.8% and 30.2% of sales,  respectively.
The  decrease  in SG & A  expenses  as a  percentage  of sales was the result of
increased net sales.



                                        7

<PAGE>



                    AIC International, Inc. and Subsidiaries

                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations




     Results of  Operations:  Three months ended November 30, 1996 compared with
three months ended November 30, 1995:



     Net Sales

     Net sales for the three months ended  November 30, 1996 were  $4,519,000 as
compared to $4,048,000 for the three months ended November 30, 1995, an increase
of $471,000, or 11.6%. Sales by Soligor GmbH for the three months ended November
30, 1996 increased by DM 1,101,000, which when combined with changes in exchange
rate,  resulted  in an  increase in sales of  $471,000  after  translation.  The
Company's  sales  increased due to efforts of Soligor GmbH in promoting the sale
of new products  groups,  such as electronic  products and video  equipment,  an
increasing number of accessories, as well as video surveillance equipment.



     Cost of Goods Sold

     For the three months ended  November 30, 1996 and 1995,  cost of goods sold
as a  percentage  of sales  was 70.3%  and  70.1% of  sales,  respectively.  The
increase in cost of goods sold as a percentage of sales was caused by changes of
exchange rate on Japanese Yen, Dutch Mark and U.S. Dollars.



     Selling, General and Administrative Expenses

     For the three months ended November 30, 1996 and 1995 S G & A expenses were
29.8% and 29.1% of sales, respectively.



                                        8

<PAGE>



                    AIC International, Inc. and Subsidiaries

                                   Signatures





     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.







                                      AIC INTERNATIONAL, INC.
                                      Registrant


                                   By:/s/Stephen Lai
                                      ----------------------------
                                      Stephen Lai
                                      Chief Financial Officer and
                                      Chief Accounting Officer



                                        9