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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

   
                                 FORM 10-QSB/A
    

   
                                Amendment No. 1
    


(Mark One)

[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                  For the quarterly period ended March 31, 1998

[ ]   For the transition period from __________ to __________


Commission file number: 000-22855




                       NEW DIRECTIONS MANUFACTURING, INC.
        (Exact name of small business issuer as specified in its charter)


         NEVADA                                          86-0671974
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


                 2940 W. WILLETTA STREET, PHOENIX, ARIZONA 85009
               (Address of principal executive offices) (Zip Code)


                                 (602) 352-1165
                (Issuer's telephone number, including area code)





         Check whether the issuer: (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.


                                 Yes [X] No [ ]


         The issuer had 5,002,270 shares of common stock outstanding as of March
31, 1998.

            Transitional Small Business Disclosure Format (check one)


                                 Yes [ ] No [X]


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                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On November 10, 1997, the Company was served with a complaint, which
         alleges claims for strict liability and negligence in connection with
         an accident with a piece of furniture. The litigation has been
         forwarded to the Company's insurance carrier who is handling the
         defense of this claim on behalf of the Company. Due to the early stage
         of this litigation, the Company has not been able to determine the
         estimated loss or range of loss. Management believes, however, that
         this matter will be completely covered by its liability insurance and
         that the Company will not suffer any out-of-pocket cash losses in
         defending/settling this matter.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   EXHIBITS:

               (10) Material Contracts
                    Repurchase Agreement between New Directions Manufacturing, 
                    Inc. and shareholders, Donald A. Metke, Sean F. Lee, and 
                    Jack Horner, Jr., dated March 17, 1998.

         (b)   REPORTS ON FORM 8-K:

               None.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             NEW DIRECTIONS MANUFACTURING, INC.
                                             (Registrant)

Date:    May 6, 1998                         /s/ Donald A. Metke
                                             -------------------
                                             DONALD A. METKE
                                             President, Chief Financial Officer,
                                             Chief Operating Officer
                                            


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