--------------------------------------------------------------------------------

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


                                   FORM 10-Q/A


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

                  For the Quarterly Period Ended March 31, 1997
                         Commission File Number 0-19378


                           LIUSKI INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)



                           Delaware                         11-3065217
              (State of other jurisdiction of           (I.R.S. Employer
              incorporation or organization)           Identification No.)

           6585 Crescent Drive, Norcross, Georgia             30071
           (Address of principal executive offices)         (Zip Code)


       Registrant's telephone number, including area code: (770) 447-9454


Indicate by check mark 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
                                      ---    ---


As of March 31, 1997, the Registrant had 4,380,525 shares of Common Stock,  $.0l
par value per share outstanding.




--------------------------------------------------------------------------------
<PAGE>

PART I - FINANCIAL INFORMATION




Item 1.  Financial Statements.


      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
       Consolidated Financial Statements:

         Balance sheets as of March 31, 1997 (as restated) (unaudited)
         and December 31, 1996.................................................3

         Statements of income for the three months
         ended March 31, 1997 (as restated) and March 31, 1996 (unaudited).....4

         Statements of cash flows for the three months ended
         March 31, 1997 (as restated) and March 31, 1996 (unaudited)...........5

         Notes to Condensed Consolidated Financial Statements..................6

         Management's Discussion and Analysis of Financial Condition
          and Results of Operations............................................8

                                       2
<PAGE>
                  LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              March 31,      December 31,
                                                                1997            1996
                                                           ------------   ----------------
                                                            (Restated)
                                                            (unaudited)
<S>                                                        <C>            <C> 
Assets
Current assets:
   Cash and cash equivalents                                $    613,660    $     18,065
   Accounts receivable, net of allowance for
         doubtful accounts of $3,484,823 in 1997
         and $3,208,000 in 1996                               36,991,511      31,994,144
   Inventories                                                40,058,022      49,872,618
   Prepaid expenses and other current assets                   1,327,084       5,592,192
                                                            ------------    ------------
Total current assets                                          78,990,277      87,477,019

Furniture, Autos and Equipment, at cost
         less accumulated depreciation and amortization
         of $3,689,876 in 1997 and $3,425,870 in 1996          2,773,368       2,741,814

Other assets                                                     263,503         235,145
                                                            ------------    ------------
                                                            $ 82,027,148    $ 90,453,978
                                                            ============    ============



Liabilities and Shareholders' Equity
Current liabilities:
  Revolving credit loan                                     $ 12,549,490    $ 28,614,929
  Accounts payable - affiliate                                30,940,185      13,889,474
  Accounts payable - trade                                    21,164,810      26,209,403
  Accrued expenses and other                                   1,313,014       2,810,144
                                                            ------------    ------------
Total current liabilities                                     65,967,499      71,523,950

Capital lease obligations                                        622,396         406,428
                                                            ------------    ------------
Total liabilities                                             66,589,895      71,930,378

Commitments and Contingencies                                       --              --

Stockholders' equity:
  Preferred stock; $.01 par value - 1,000,000 shares
    authorized, none issued                                         --              --
  Common stock; $.01 par value - 7,000,000 shares
    authorized; 4,380,525 issued and outstanding                  43,806          43,806
  Additional paid-in capital                                  18,435,164      18,435,164
  Retained earnings                                           (3,041,717)         44,630
                                                            ------------    ------------
Total stockholders' equity                                    15,437,253      18,523,600
                                                            ------------    ------------
                                                            $ 82,027,148    $ 90,453,978
                                                            ============    ============
</TABLE>

            See notes to condensed consolidated financial statements

                                       3
<PAGE>
                  LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


                                                 Three months ended March 31,
                                               --------------------------------
                                                  (Restated)
                                                     1997             1996
                                                     ----             ----

Net sales                                        $ 92,935,778    $ 98,627,335

Cost of sales                                      88,627,491      90,750,338
                                                 ------------    ------------

  Gross profit                                      4,308,287       7,876,997

Selling, general and administrative expenses        7,131,274       6,562,569
                                                 ------------    ------------

  Income/ (Loss) from operations                   (2,822,987)      1,314,428

Other charges, net                                    663,360         492,945
                                                 ------------    ------------

  Income/ (Loss) before income taxes               (3,486,347)        821,483

Income taxes                                         (400,000)        312,000
                                                 ------------    ------------

  Net income/ (Loss)                             $ (3,086,347)   $    509,483
                                                 ============    ============

Earnings per share of common and common
  equivalent shares outstanding: Primary and
  fully diluted                                  $      (0.70)   $       0.12
                                                 ============    ============

Weighted average number of common and
  common equivalent shares outstanding:
  Primary and fully diluted                         4,380,525       4,380,525
                                                 ============    ============


See notes to condensed consolidated financial statements

                                       4
<PAGE>
                  LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)



                                                        Three months ended
                                                              March 31,
                                                   ----------------------------
                                                     (Restated)
                                                        1997            1996
                                                   -------------   ------------

Cash Flows from Operating Activities
Net loss                                           $ (3,086,347)   $    509,483
                                                   ------------    ------------

Adjustments  to  reconcile net  income
  to  net  cash  provided  by  operating
   activities:
       Depreciation and amortization                    264,424         245,262
       Provision for losses on accounts receivable      276,823         200,000

Changes in operating assets and liabilities:
     Accounts receivable                             (5,274,190)     (3,775,263)
     Inventories                                      9,814,596       1,262,291
     Prepaid expenses and other                       4,265,108          74,363
      Other assets                                      (28,358)         (2,283)
     Accounts payable - affiliate                    (1,339,984)      4,469,654
      Accounts payable and accrued expenses           3,233,652      (4,902,001)
                                                   ------------    ------------
Total adjustments                                    11,212,071      (2,427,977)
                                                   ------------    ------------

Net cash provided (used) by operating activities      8,125,724      (1,918,494)
                                                   ------------    ------------


Cash Flows from Investing Activities
   Capital expenditures                                (295,978)       (143,297)
                                                   ------------    ------------

Cash Flows from Financing Activities
   Proceeds from revolving credit loan               (7,450,119)      2,566,157
   Repayment of capital lease obligations               215,968         (93,699)
                                                   ------------    ------------

Net cash provided (used) by financing activities     (7,234,151)      2,472,458
                                                   ------------    ------------



Net increase  in cash and cash equivalents              595,595         410,667
Cash and cash equivalents,
   beginning of year                                     18,065         200,989
                                                   ------------    ------------

Cash and cash equivalents, end of year             $    613,660    $    611,656
                                                   ============    ============



Supplemental disclosure of cash flow information:
     Cash paid during the period for:
               Interest                            $    682,593    $    552,502
               Income taxes                        $          0    $          0


            See notes to condensed consolidated financial statements

                                       5
<PAGE>
                   LIUSKI INTERNATIONAL, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



Note 1. Condensed Consolidated Financial Statements

         The accompanying  unaudited condensed 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 footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of Management, all adjustments
(consisting of only normal recurring accruals)  considered  necessary for a fair
presentation  have been included.  Operating  results for the three month period
ended March 31, 1997 are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 1997. For further information refer to
the  consolidated  financial  statements and footnotes  thereto in the Company's
Annual  Report on Form 10-K for the year  ended  December  31,  1996,  which are
incorporated by reference herein.


Note 2.  Restatement of Interim Financial Information


                                                    March 31, 1997
                                     -------------------------------------------
                                     As Previously
                                       Reported        Adjusted       Restated
                                     ------------    ------------   ------------
ASSETS
------
Current Assets                       $ 80,490,277   $ (1,500,000)   $ 78,990,277
Fixed Assets                            2,773,368              -       2,773,368
Other Assets                              263,503              -         263,503
                                     ------------   ------------    ------------
                      Total Assets   $ 83,527,148   $ (1,500,000)   $ 82,027,148
                                     ============   ============    ============
LIABILITIES
-----------
Current Liabilities                  $ 65,967,499   $               $ 65,967,499
Long-Term Liabilities                     622,396              -         622,396
                                     ------------   ------------    ------------

                 Total Liabilities     66,589,895              -      66,589,895
                                     ============   ============    ============

STOCKHOLDERS' EQUITY                   16,937,253     (1,500,000)     15,437,253


TOTAL LIABILITIES & EQUITY           $ 83,527,148   $ (1,500,000)   $ 82,027,148
                                     ============   ============    ============

                                       6
<PAGE>
                                          Three Months Ended March 31, 1997
                                     -------------------------------------------
                                     As Previously
                                        Reported      Adjusted       Restated
                                    -------------- -------------- --------------

Net Sales                           $ 94,935,778   $ (2,000,000)   $ 92,935,778
Cost of Sales                         89,127,491       (500,000)     88,627,491
Gross Profit                           5,808,287     (1,500,000)      4,308,287

Operating Expenses & Other Charges     7,794,634          --          7,794,634

Net Loss before Income Taxes          (1,986,347)    (1,500,000)     (3,486,347)
Income Taxes                            (400,000)         --           (400,000)
 NET LOSS                           $ (1,586,347)  $ (1,500,000)   $ (3,086,347)
                                    ============   ============    ============


                                          Three Months Ended March 31, 1997
                                     -------------------------------------------
                                     As Previously
                                        Reported      Adjusted       Restated
                                    -------------- -------------- --------------

Net Loss                            $ (1,586,347)   $ (1,500,000)  $ (3,086,347)
Adjustments to Net Loss
for Operating Activities               9,712,071       1,500,000     11,212,071

Net Cash for Invest & Fin Act         (7,530,129)           --       (7,530,129)
                                    -------------- -------------- --------------
Increase in Cash & Equivalents           595,595            --          595,595

Beginning Cash Balance                    18,065            --           18,065

Ending Cash Balance                 $    613,660            --          613,660
                                    ============== ============== ==============

     The above restatement adjustments relate to decreases in sales and accounts
receivable  and  to an  increase  in  net  inventory.  The  sales  and  accounts
receivable  adjustment  is necessary to properly  match first quarter sales with
cost of sales.  Turnover in the Company's accounting  department  throughout the
first quarter of 1997 contributed to the necessary adjustment.  Additionally, in
light of the company's  decrease in  inventories,  the Company  re-examined  its
methods of assessing and  estimating the adequacy of its allowance for inventory
obsolescence  and determined  that such allowance  should be reduced as of March
31, 1997.


Note 3. Revolving Credit Loan

     In June 1995, the Company signed a $50,000,000  credit  facility  replacing
the Company's  existing  $25,000,000  revolving credit loan and $14,000,000 line
for the  floorplanning  of  inventory.  The new facility  provides for revolving
borrowings  of  up  to  $35,000,000,   limited  by  available  collateral,   and
$15,000,000  for  inventory  floorplanning.  Amounts  available on the revolving
credit  loan  are  based  on a  formula  of the  sum  of up to  85% of  eligible
receivables  and the lesser of 50% (30% for  Magitronic  goods) of the  eligible
inventory or $15,000,000.  Under the loan agreement,  in the absence of default,
outstanding  borrowings bear interest at 1/4% per annum above the lending bank's
prime rate or 125 basis points above LIBOR rates and mature in June,  1998.  The
debt is collateralized by a lien on all of the Company's assets. As of March 31,
1997, the Company owed $21,164,810 under its revolving credit loans.

                                        7
<PAGE>

     As of December  31,  1996,  the Company is in  violation  of two  financial
covenants  under  its  credit  facility  agreement.  The  Company's  lender  has
preserved all of the rights available to it as a result of the Company's default
of these financial covenants.  Consequently, the balance of the revolving credit
loan is classified as a current liability at March 31, 1997. As a consequence of
this  default,  commencing  on April 14,  1997,  the  interest  rate paid by the
Company under its revolving  credit loan has been 2 1/4% over the prime rate and
the  LIBOR  rates are no longer  available.  The  Company  is  discussing  these
defaults with its lender with the goal of renegotiating these covenants. If such
negotiations are successful,  the amended terms will likely be less favorable to
the  Company  than these that now exist.  There can be no  assurance  that these
negotiations will be successfully completed.


Note 4. Contingencies

     In March  1994,  several  shareholders  of the Company  filed class  action
lawsuits in the United  States  District  Court for the Eastern  District of New
York  against the Company and certain of its  officers  asserting  violation  of
Section 10(b) of the Securities Exchange act of 1934 and Rule 10(b)5 promulgated
thereunder. These actions, since consolidated into a single action, purported to
be based on statements  contained in a press release and SEC Form 10-Q issued by
the  Company  in the  latter  part  of  1993  and  is  entitled  "In  re  Liuski
International,  Inc.  Securities  Litigation," Civil Action No. 94-CV-1045.  The
plaintiffs' consolidated amended complaint asserted that the Company's purported
omissions or  misrepresentations  falsely  inflated  the value of the  Company's
stock. The plaintiffs sought to represent  purchasers who acquired the Company's
common stock during various periods, the earliest of which commenced on November
8, 1993 and ended on March 4, 1994. No class was ever  certified.  The complaint
demanded damages in an unspecified  amount.  In September,  1995, the plaintiffs
filed and served a second amended and consolidated complaint.

     On December 4, 1995,  the Company and its named  officers filed a motion to
dismiss  the action for  failure to state a cause of action and failure to plead
fraud with  particularity.  That  motion was granted by United  States  District
Court Judge  Frederick  Block by order dated December 8, 1996 in which the Court
found  that the  plaintiffs'  complaint  failed to state a claim for fraud or to
adequately  plead  scienter.  By  judgment  dated  January  8,  1997,  the Court
dismissed the case. No appeal was filed.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


GENERAL

The following  discussion and analysis  should be read in  conjunction  with the
Condensed Consolidated Financial Statements and Notes thereto.

                                       8
<PAGE>

RESULTS OF OPERATIONS

Three months ended March 31, 1997 and 1996
------------------------------------------

     Net  Sales:  Net sales  for the  three  months  ended  March 31,  1997 were
     ----------
$92,935,778  representing a decrease of $5,691,557  (5.8%) from  $98,627,335 for
the three months ended March 31, 1996.  Sales from the  distribution  centers in
the following  regions changed as follows:  Southeast  region,  7.1%;  Northeast
region  (including  Canadian  distribution  center),  -8.8%;  Mid- and Southwest
region, -4.6%; and Western region, - 21.2%. Sales other than Magitronic personal
computers  and  notebooks  for the  three  months  ended  March  31,  1997  were
$77,924,778,  representing an increase of $1,965,416 (2.6%) from $75,959,362 for
the three months ended March 31, 1996.

     Sales of the Company's  Magitronic brand of personal computers and notebook
computers  for the three months ended March 31, 1997,  decreased to  $15,011,000
(16.2% of net sales) from $22,667,973 (23.0 % of net sales) for the three months
ended March 31, 1996.  This decrease is  attributable to lower sales of notebook
computers,  which  represented a decrease of $5,550,000  from the previous year.
The Company  believes  the lower  sales of  notebooks  computers  was related to
intense price competition from name-brand  notebook  manufacturers.  Included in
Magitronic  personal computers are private-label and brand-name  components that
the Company also sells separately in its distribution business. In addition, the
company also sells components separately under the Magitronic name.

     While the Company  distributes  products from more than 70 U.S.  suppliers,
the loss of major  suppliers or a shortage in a particular  product could have a
material  adverse impact on the Company  during the relatively  brief period the
Company  believes  it would  need to  establish  alternate  sources of supply at
required volume levels.  Although the Company's business is not highly seasonal,
the  second  calendar  quarter  is  generally  a period of  weaker  net sales in
comparison to the rest of the year.

     Gross Profit:  Gross profit  decreased by $3,568,710 to $4,308,287 (4.6% of
     ------------
net sales) for the three months ended March 31, 1997, from  $7,876,997  (8.0% of
net sales) for the three months ended March 31, 1996. The lower gross margin was
primarily  due  to  the  reduced  sales  of the  Company's  Magitronic  notebook
computers  which  generally have higher  margins.  Over the last few years,  the
computer  industry has  experienced  intense price  competition  and  Management
believes that the price competitive conditions in the industry will continue.

     Selling,  General and Administrative  Expenses:  For the three months ended
     ----------------------------------------------
March 31,  1997,  selling,  general and  administrative  expenses  increased  by
$568,705 to $7,131,274  (7.5% of net sales) from $6,562,569  (6.7% of net sales)
for the three months ended March 31, 1996.  The increase is primarily  due to an
advertising  and  promotional  campaign  during the three months ended March 31,
1997  which  amounted  to  $560,835.  Salaries,  employment  taxes and  employee
benefits for the three months ended March 31, 1997 decreased to $3,925,465  from
$4,217,000  for the three months ended March 31, 1996,  partially due to the 19%
reduction of staff in mid-March 1997.

                                       9
<PAGE>

     Other  Charges:  Net interest  expense  increased to $682,593 for the three
     --------------
months ended March 31, 1997, from $492,945 for the first three months of 1996 as
a result of the interest cost related to increased borrowings.  During the first
quarter of 1997,  the  interest  rate paid by the  Company  under its  revolving
credit  loan was 1/4%  over the  prime  rate or 125  basis  points  over  LIBOR.
Commencing  on April 14, 1997,  the interest  rate paid by the Company under its
revolving  credit  loan has been 2 1/4% over the prime  rate and no LIBOR  rates
will be available.

     Net  Income  (Loss):  Net  income  decreased  by  $3,595,830  to a loss  of
     -------------------
$3,086,347 (3.3% of net sales),  for the three months ended March 31, 1997, from
a net income of $509,483  (0.5 % of net sales) for the three  months ended March
31, 1996.


IMPACT OF INFLATION

     The  Company  has  not  been  adversely   affected  by  inflation   because
technological  advances and competition  within the microcomputer  industry have
generally caused prices of products sold by the Company to decline.  The Company
has flexibility in its pricing  because it has no long-term  contracts with most
of its  customers  and,  accordingly,  could,  if  necessary,  and  depending on
competitive factors, pass along price changes to its customers.


LIQUIDITY AND CAPITAL RESOURCES

     The Company  finances its growth  through  borrowings  under its  revolving
credit loan,  equity capital and credit terms from its major suppliers.  For the
three months  ended March 31, 1997 cash  provided by  operating  activities  was
$8,125,724  and for the  three  months  ended  March  31,  1996 net cash used by
operating activities was $1,918,494.  The change in net cash flow from operating
activities between the three months ended March 31, 1997, and March 31, 1996, in
the amount of  $10,044,218,  was primarily due to growth in accounts  receivable
which was partially  offset by reduced  inventories.  The Company may experience
shifts in cash flow in the future,  particularly  if its suppliers  provide more
restrictive credit terms than the Company is currently  afforded.  For the three
month periods ended March 31, 1997,  and March 31, 1996,  the Company  generally
paid its suppliers approximately 35-45 days from the date of invoice. Terms vary
from one to 60 days.

     Working  capital was $13,022,778 as of March 31, 1997 and $15,953,069 as of
December  31,  1996.  On June 23,  1995,  the  Company  signed a new three  year
$50,000,000 credit facility replacing its existing $25,000,000  revolving credit
loan and  $14,000,000  line for  floorplanning  of  inventory.  The new facility
provides  for  revolving  cash  borrowings  of up  to  $35,000,000,  limited  by
available collateral and $15,000,000 for inventory floorplanning. Under the loan
agreement, in the absence of default, borrowings under the revolving credit loan
bear interest at 125 basis points over LIBOR or the prime rate plus 1/4% and are
based  upon a  formula  of up to 85% of  eligible  receivables  and 50% (30% for
Magitronic goods) of eligible inventory not to exceed $15,000,000.  At March 31,
1997,  and December 31, 1996,  the Company  owed  $21,164,810  and  $28,614,929,
respectively,  under its revolving credit loans. The Company was obligated under
letters of credit in the amount of  $742,800  on March 31,  1996 and had no such
obligations  outstanding  as of  December  31,  1996.  As of March 31,  1997 and
December 31, 1996, the Company had $1,567,461 and $1,641,424  available for cash
borrowings  under its  revolving  credit loan and  $13,432,539  and  $11,128,407
available for the floorplanning of inventory purchases, respectively.

                                       10
<PAGE>


     As of December  31,  1996,  the Company is in  violation  of two  financial
covenants  under  its  credit  facility  agreement.  The  Company's  lender  has
preserved all of the rights available to it as a result of the Company's default
of these financial covenants.  Consequently, the balance of the revolving credit
loan is classified as a current liability at March 31, 1997. As a consequence of
this  default,  commencing  on April 14,  1997,  the  interest  rate paid by the
Company under its revolving  credit loan has been 2 1/4% over the prime rate and
the  LIBOR  rates are no longer  available.  The  Company  is  discussing  these
defaults with its lender with the goal of renegotiating these covenants. If such
negotiations are successful,  the amended terms will likely be less favorable to
the  Company  than these that now exist.  There can be no  assurance  that these
negotiations will be successfully completed.


ASSET MANAGEMENT

     Inventory:   Management  attempts  to  maximize  product  availability  and
delivery while  minimizing  inventory levels so as to lessen the risk of product
obsolescence and price fluctuations.  Most products are stocked to provide a 30-
to 45-day supply.  The Company often reduces prices of products in its inventory
in order to improve its turnover  rate.  The Company  tuned its  inventory on an
average  every 46 days during the first  three  months of 1997 and every 43 days
during the first three months of 1996.  The Company  takes a physical  inventory
monthly,  which  is then  compared  to its  perpetual  inventory,  and  monitors
inventory  levels  daily  according  to sales made by product  and  distribution
center.

     Most of the Company's U.S.  suppliers provide price  protection,  by way of
credits,  against  price  reductions  by the  supplier  between  the time of the
initial  sale to the  Company  and the  subsequent  sale by the  Company  to its
customer.  Such suppliers accept defective  merchandise returned within 12 to 15
months  after  shipment to the Company and some permit the Company to rotate its
inventory by returning slow moving inventory for other inventory.

     Accounts  Receivable:  The Company  primarily sells its products on a cash,
C.O.D., or terms of up-to- 30-days basis. The Company's average days' receivable
was  approximately  37 days for the three month period ended March 31 1997,  and
approximately  33 days for the three month  period  ended March 31,  1996.  This
increase in the average days sales receivable results from the Company extending
credit to more of its customers.



MANAGEMENT ESTIMATES

     Financial   statements  prepared  in  conformity  with  generally  accepted
accounting principles  necessitates the use of management estimates.  Management
has estimated  reserves for inventory  obsolescence and  uncollectible  accounts
receivable  based upon  historical and developing  trends,  aging of items,  and
other   information   it  deems   pertinent  to  estimate   collectibility   and
realizability. It is possible that these reserves will change within a year, and
the  effect  of the  change  could be  material  to the  Company's  consolidated
financial statements.


                                       11
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

     The  Financial   Accounting  Standards  Board  has  issued  SFAS  No.  123,
"Accounting  for  Stock-Based  Compensation",  which  establishes  financial and
reporting  standards for stock-based  employee  compensation plans. The standard
encourages,  but does not require,  companies to recognize  compensation expense
based  upon  the  fair  value  of  grants  of stock  options  and  other  equity
instruments to employees.  Companies which do not adopt the expense  recognition
provision of the  Standard,  must disclose pro forma net income and earnings per
share.  The Company has adopted this statement  during its year ending  December
31, 1996 and continues to apply the prior  accounting rules and has provided the
pro forma disclosures.

     The  Financial   Accounting  Standards  Board  has  issued  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," which requires that long-lived assets and certain  identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company adopted this statement during its year ended
December  31,  1996.  This  statement  did not  have a  material  impact  on the
Company's consolidated financial statements.

     In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial  Assets and  Extinguishment
of Liabilities." This Standard provides consistent  standards for distinguishing
transfers of  financial  assets that are sales from  transfers  that are secured
borrowings.  This Standard is effective for transfers and servicing of financial
assets and extinguishment of liabilities  occurring after December 31, 1996. The
adoption of this Standard is not expected to impact the  Company's  consolidated
financial statements.

     In March 1997,  the Financial  Accounting  Standards  Board issued SFAS No.
128,  "Earnings  per Share."  The new  Standard  simplifies  the  standards  for
computing earnings per share and requires presentation of two new amounts, basic
and diluted  earnings per share.  The Company will be required to  retroactively
adopt this Standard  when it reports its  operating  results for the quarter and
year ending  December 31,  1997.  The Company does not expect the effect of this
new Standard to be material.


FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

     This report contains  forward-looking  statements and information  that are
based on management's  beliefs,  as well as assumptions made by, and information
currently  available  to,  management.  When  used in this  document,  the words
"anticipate,"  "believe,"  "estimate" and "expect," and similar  expressions are
intended to  identify  forward-looking  statements.  Such  statements  involve a
number of risks and uncertainties. Among the factors that could cause results to
differ  materially  are the  following:  business  conditions  and growth in the
industry,  general  economic  conditions,   rapid  or  unexpected  technological
changes,  product development,  inventory risks due to shifts in product demand,
competition,  domestic  and  foreign  government  regulations,  fluctuations  in
foreign  exchange  rates,  rising  costs for  components  or  unavailability  of
components,  the timing of orders booked,  and the risk factors listed from time
to time in the Company's SEC reports.

                                       12
<PAGE>
                           PART II - OTHER INFORMATION
                           ---------------------------






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


               (a) (i) Exhibit 11 (statement concerning computation of per share
               earnings)  is hereby  incorporated  by  reference  to  "Condensed
               Consolidated   Statements   of  Income"   of  Part  I   Financial
               Information,  Item 1 - Financial  Statements,  contained  in this
               Form 10-Q/A.

                    (ii) Exhibit 27 (financial data schedule for the first three
                    months of 1997)

               (b) No reports on Form 8-K were  filed by the  Registrant  during
               the quarter ended March 31, 1997.


                                       13
<PAGE>
                                   SIGNATURES


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


Dated:  August 26, 1997




                                     LUISKI INTERNATIONAL, INC.





                                     By:/s/ Ting Y. Tsai
                                        ----------------------------------------
                                        Ting Y. Tsai
                                        Chief Financial Officer


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