U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB


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

                For the quarterly period ended December 31, 1996

          ( ) 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: 0-26676

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

Delaware                                  13-3835325
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                    448 West 16th Street, New York, NY 10011
                    (Address of principal executive offices)

                                 (212) 675-6666
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year,
                         if changed 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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:

     Common Stock, $.001 par value.  3,005,000 shares outstanding as of December
31, 1996
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                      INDEX
<TABLE>
<CAPTION>

                                                                           Page(s)

PART 1.           Financial Information


ITEM 1. Financial Statements
<S>                                                                        <C>
Consolidated Condensed Balance Sheets - December 31, 1996 (Unaudited) 
and September 30, 1996                                                     3.

Consolidated Condensed Statements of Operations (Unaudited) -
Three Months Ended December 31, 1996 and 1995                              4.

Consolidated Condensed Statements of Cash Flows (Unaudited) -
Three Months Ended December 31, 1996 and 1995                              5.

Notes to Interim Consolidated Condensed Financial Statements (Unaudited)   6 - 8.


ITEM 2. Management's Discussion an Analysis of Financial Condition 
and Results of Operations                                                  9 - 10.

PART 2. Other Information                                                  11.

SIGNATURES                                                                 12.

Financial Data Schedule - Exhibit 27                                       13.
</TABLE>
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>
                                                                      December 31,        September 30,
                                                                      1996                1996
                                                                      (unaudited)
CURRENT ASSETS:
<S>                                                                   <C>                 <C>     
Cash and cash equivalents                                             $1,115,724          $491,262
Accounts receivable                                                   -                   1,191,510
Inventories                                                           30,000              38,090
Due from affiliate                                                    95,815              450,815
Loan receivable - officer                                             1,368,390           1,470,141
                                                                      -----------         -----------

TOTAL CURRENT ASSETS                                                  2,609,929           3,641,818

FIXED ASSETS:
Furniture and fixtures                                                11,547              11,547
Machinery and equipment                                               17,814              17,814
                                                                      29,361              29,361
Less: accumulated depreciation                                        12,412              10,912
                                                                      16,949              18,449

OTHER ASSETS:
Investment in convertible preferred stock (Note 3)                    4,221,490           3,696,490
Advances to equity investee                                           120,000             120,000
Due from affiliate (Note 4)                                           620,000             320,000
                                                                      4,961,490           4,136,490

                                                                      $7,588,368          $7,796,757

                    - LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable                                                      $ 250,516           $ 286,066
Accrued expenses and other liabilities                                54,204              56,017

TOTAL CURRENT LIABILITIES                                             304,720             342,083

MINORITY INTEREST IN SUBSIDIARY (Note 1)                              -                   -
                                                                      ------------------  -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Common stock, $.001 par value; 10,000,000 shares authorized, 
3,005,000 shares issued and outstanding                               3,005               3,005
Additional paid-in capital 13,102,005 13,102,005
Retained earnings (deficit)                                           (2,600,135)         (2,429,109)
Unrealized loss on investment                                         (3,221,227)         (3,221,227)
                                                                      7,283,648           7,454,674

                                                                      $7,588,368          $7,796,757
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.
<PAGE>

            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      For the Three       For the Three
                                                                      Months Ended        Months Ended
                                                                      December 31, 1996   December 31, 1995

<S>                                                                   <C>                 <C>     
NET SALES                                                             $ -                 $ 83,031
                                                                      --------------      -----------

COSTS AND EXPENSES:
Cost of sales                                                         -                   72,910
Operating expenses                                                    183,050             229,085
                                                                      183,050             301,995

(LOSS) FROM OPERATIONS                                                (183,050)           (218,964)

OTHER INCOME (EXPENSE):
Interest expense                                                      -                   (24,738)
Interest and other income                                             12,024              3,814
                                                                      12,024              (20,924)

(LOSS) BEFORE MINORITY INTERESTS                                      (171,026)           (239,888)

Minority interests (Note 1)                                           -                   -
                                                                      ----------------    ---------

(LOSS) BEFORE PROVISION (CREDIT) FOR
INCOME TAXES                                                          (171,026)           (239,888)

Provision (credit) for income taxes                                   -                   -
                                                                      ----------------    --------
NET (LOSS)                                                            $(171,026)          $(239,888)

(LOSS) PER COMMON SHARE (Note 5)                                      $(.06)              $(.10)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING (Note 5)                                    3,005,000           2,406,739
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      For the Three       For the Three
                                                                      Months Ended        Months Ended
                                                                      December 31, 1996   December 31, 1995

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>                 <C>       
Net (loss)                                                            $ (171,026)         $(239,888)
   Adjustments  to  reconcile  net  (loss)  to net  cash  
     (used  for)  operating activities:
Depreciation of fixed assets                                          1,500               1,469
Amortization of excess of costs over net assets acquired              -                   500 
Change in  assets and liabilities:
Decrease in accounts receivable                                       1,191,510           574,440
Decrease (increase) in inventories                                    8,090               44,000
(Increase) in loan to supplier                                        -                   (335,000)
Decrease (increase) in prepaid expenses and other current assets      -                   5,500
(Decrease) in accounts payable                                        (35,550)            (131,557)
Decrease (increase) in accrued expenses and other liabilities         (1,813)             (1,722)
Net cash provided by (used for) operating activities                  992,711             (82,258)

CASH FLOWS FROM INVESTING ACTIVITIES:
Loans to officers                                                     (423,249)           (8,616)
Net cash (used for) investing activities                              (423,249)           (8,616)
                                                                      -------------       -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock and warrants                   -                   3,796,964
Loans received from (repaid to) affiliate                             55,000              (989,500)
Net cash provided by financing activities                             55,000              2,807,464

NET INCREASE IN CASH AND CASH EQUIVALENTS                             624,462             2,716,590

Cash and cash equivalents, at beginning of period                     491,262             2,207
                                                                      ------------        --------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                           $1,115,724          $2,718,797


SUPPLEMENTAL INFORMATION:
Taxes paid                                                            $ -                 $ -
Interest paid                                                         -                   -
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE   1   - BASIS OF PRESENTATION:

The  consolidated  financial  statements  include  the  accounts  of  Multimedia
Concepts  International  Inc.  ("the  Company")  and its 55%  owned  subsidiary,
American Eagle  Industries Corp.  "Industries" and its wholly owned  subsidiary,
Match II, Inc.  Through  September  30, 1995 losses  applicable  to the minority
shareholders  exceeded their interest in Industries,  which was reduced to zero,
and as such,  excess losses were charged  against the operations of the Company.
Future  earnings  attributable to the minority  interest in Industries,  if any,
will first be credited to the operations of the Company, to the extent that such
excess  losses  were  previously  absorbed  by  the  Company.  Industries  began
operations in August 1994.

In May of 1996, the Company formed a new subsidiary, Video On-Line USA, Inc., in
order to pursue a certain acquisition. No acquisition agreement was ever entered
into and this subsidiary is currently inactive.

In December 1996,  the Company held a special  meeting of its  shareholders  who
authorized  the  Company  to sell or dispose  of its  shares in  American  Eagle
Industries  Corp.  (and its=  subsidiary  Match II) or  effect  the  dissolution
thereof.  These  subsidiaries had ceased operations as of September 30, 1996. In
December  1996, in  accordance  with the vote of its  shareholders,  the Company
terminated its financing and business relationships with these subsidiaries.

In December 1996, the shareholders also authorized the Company to dispose of its
34% interest in an unconsolidated subsidiary, Multi Media Publishing Corp. which
has no revenues or operations.  In December 1996, in accordance with the vote of
its stockholders,  the Company  terminated all business  relationships with this
entity but intends to seek the return of certain funds it has advanced.

In January 1997, the Company formed a new wholly-owned subsidiary,  U.S. Apparel
Corp.,  which  company will design and  manufacture a line of T-shirts and other
tops,  predominately for men. The Company hopes to begin operations through this
subsidiary in early 1997.

<PAGE>

All   intercompany   transactions   and  balances   have  been   eliminated   on
consolidation.

In the opinion of management the accompanying  unaudited  consolidated financial
statements  contain all  adjustments  necessary to present  fairly the financial
position of the Company as of December 31, 1996,  the  statements  of operations
and the  statements of cash flows for the three month periods ended December 31,
1996 and 1995.

The accounting  policies  followed by the Company and its  subsidiaries  are set
forth in Note 2 to the Company=s  consolidated  financial statements included in
the Annual Report on Form 10-KSB for the year ended September 30, 1996, which is
incorporated herein by reference.  Specific reference is made to this report for
a  description  of the  Company=s  securities  and  the  notes  to  consolidated
financial statements included therein.

The results of  operations  for the three month period ended  December 31, 1996,
should not be  regarded as  necessarily  indicative  of the results  that may be
expected for the full year.
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE   2   - GOING CONCERN UNCERTAINTY:

The  accompanying  financial  statements  have been prepared in accordance  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going  concern.  However,  the  Company has  sustained  substantial
operating  losses since  inception,  has realized  negative gross margins on the
products it has sold,  and as of September 30, 1996 (the fiscal year end) ceased
operations in both of its operating subsidiaries and terminated all financing of
these  subsidiaries.  Further,  the Company has been late in  remitting  certain
payroll withholding taxes.

In view of the above  mentioned  matters,  the Company=s  existence is dependent
upon  establishing  new  operations  which in turn is dependent on the Company=s
ability  to  meet  its  future  obligations  and  the  success  of  such  future
operations.  Management  of the Company  believes that actions  presently  being
taken,  as  discussed  below,  will provide the  opportunity  for the Company to
continue in existence.

Subsequent to the balance sheet date, in January 1997,  the Company formed a new
subsidiary   which  will  take  over  the   operations  of  one  of  the  former
subsidiaries.  Although there can be no assurance,  management believes that the
new  subsidiary  can conduct  its  business  at a lower cost of  operations.  In
addition,  during January 1997,  this  subsidiary  received  orders  aggregating
approximately  $600,000 in sales and also  received a vendor  number  which will
allow them to do business with a significant discount chain store.

<PAGE>

NOTE   3   - INVESTMENT IN PREFERRED STOCK:

In  connection  with an  employment  agreement  entered  into with an  executive
officer,  in May 1996 the Company  granted an option to such  officer to acquire
2,900,000 common stock purchase warrants at a price of $2.50 per warrant (market
value),  payable  either in cash or other  securities.  Since the warrants  were
issued at market value,  no  compensation  was  reflected.  As of May 1996,  the
officer  had  purchased  these  warrants  with  payment  being made  through the
transfer of 528,000 shares of convertible  preferred  stock in another  publicly
traded company,  Play Co. Toys & Entertainment Corp., APlay Co@. The Company had
valued this preferred stock at $6,917,717, the deemed fair value based upon such
factors as  dilution,  lack of  marketability,  etc.  This  investment  has been
reflected as a non-current  asset based upon the intent of management and at the
year ended  September  30,  1996 was  written  down  further to fair  value,  in
accordance with SFAS No. 115.

In December  1996,  this officer  transferred  an  additional  75,000  shares of
convertible  preferred stock in Play Co to further reduce amounts owed by him to
the Company.

<PAGE>

            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE   4   - DUE FROM AFFILIATE:

As of December 31 and  September  30, 1996,  Mister Jay Fashions  International,
Inc.,  an entity in which the chief  operating  officer  of the  Company  is the
President,  was indebted to the Company in the aggregate  amount of $620,000 and
$320,000,  respectively. The Company has agreed to not request repayment of such
amount until after April 1, 1998.  This loan bears interest at an annual rate of
8%.


NOTE   5  - EARNINGS (LOSS) PER SHARE:

Earnings (loss) per share has been computed on the basis of the weighted average
number of common shares and common  equivalent  shares  outstanding  during each
period presented.


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


The following is  management's  discussion and analysis of  significant  factors
which have affected the registrant's financial position and operations.

Multimedia   Concepts   International,   Inc.  (the  "Company")  is  a  Delaware
corporation  which  was  organized  in  June  1994  under  the  name  U.S.  Food
Corporation;  its name was changed to its present name in June 1995. The Company
acquired  fifty-five  (55%)  percent  of the  capital  stock of  American  Eagle
Industries Corp.  ("American Eagle") in June, 1994. In June 1994, American Eagle
acquired 100% of the issued and outstanding  shares of common stock of Match II,
Inc.  The Company  also  acquired  thirty-four  (34%)  percent of the issued and
outstanding capital stock of Multi Media Publishing Corp. ("MMP"), in June 1995.

American  Eagle  designs  and  manufactures  a line of  private  label knit tops
predominantly  for men and boys,  including  two types of  t-shirts  (one with a
pocket and one without)  and two types of polo shirts (one with a button  collar
and one without). American Eagle also manufactures a lightweight denim jacket.

<PAGE>

Match II sells  its own  brand  name of ladies  tops and  coordinates  under the
tradename  "Match II".  The Match II garments  are sold  nationally  in boutique
stores and specialty chain stores.

MMP is a development stage entity, with no operations.

As of the year ended  September 30, 1996,  the Company  ceased all operations of
American  Eagle and its=  subsidiary  Match  II,  due to  substantial  recurring
operating  losses.  In addition,  in December 1996,  the Company  terminated all
business  relationships with MMP, its= unconsolidated  subsidiary (see Note 1 of
Notes to consolidated financial statements).

The financial  information  presented herein includes:  (i) Balance sheets as of
December 31, 1996 and September 30, 1996,  (ii) Statements of operations for the
three month  periods  ended  December 31, 1996 and 1995 and (iii)  Statements of
cash flows for the three month periods ended December 31, 1996 and 1995.

Results of Operations

Sales for the three  months  ended  December  31, 1996 were $-0-.  Sales for the
three months ended December 31, 1995 were $83,031.  The reduction in sales to no
sales resulted from the Company=s decision to terminate operating  activities in
its two  operating  subsidiaries  as described  above.  The  operations  will be
reflected as discontinued operations in future periods.

Overhead costs decreased from approximately  $229,000 to $183,000 when comparing
the quarters ended December 31, 1996 and 1995.  Management believes the decrease
is due to the  reduction  in  certain  costs  that vary in  accordance  with the
reduction in sales.

<PAGE>

For the three  months ended  December  31, 1995 the Company  reflected a loss of
$239,888 or $.10 per share. This loss was due to low gross margins on low sales,
which amount was  insufficient  to cover the quarterly  overhead.  For the three
months ended December 31, 1996 the Company  reflected a loss of $171,026 or $.06
per share. This loss was due to the suspension of operations as described below.

              Liquidity and Capital Resources

At  September  30,  1996,  the fiscal year end,  the Company  reflected  cash of
$491,262, working capital of $3,299,735 and shareholders= equity of $7,454,674.

At December 31, 1996 the Company  reflected cash of $1,115,724,  working capital
of $2,305,209 and shareholders= equity of $7,283,648.

The  Company=s  auditors  issued  a going  concern  uncertainty  opinion  on the
financial statements for the year ended September 30, 1996. The reasons for this
uncertainty  include  substantial  operating  losses  and  the  fact  that as of
September  30, 1996 the Company  ceased all the  activities of its two operating
subsidiaries  (see Note 1 of Notes to the  consolidated  financial  statements).
Unless the Company can re-establish  operations and those future  operations are
profitable,  the Company may be unable to continue in  existence.  See Note 2 of
Notes  to  financial   statements  as  regards  management=s  plans  to  restore
operations.

<PAGE>

 PART II.  OTHER INFORMATION


Item  1.      Legal Proceedings

There are no material legal  proceedings  against the Company or in which any of
their property is subject.


Item  2.      Changes in Securities

              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:

              (a) Exhibits

     See Notes to  Financial  Statements,  Note 5 regarding  computation  of per
share earnings

              (b) Reports on Form 8-K

                   None

<PAGE>
                                   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.





Date: February 12, 1997                  MULTIMEDIA CONCEPTS INTERNATIONAL, INC.




                                                              By: /s/ Ilan Arbel
                                                           Ilan Arbel, President



                                         <PAGE>

             MULTIMEDIA CONCEPTS INTERNATIONAL, INC AND SUBSIDIARIES
                                   EXHIBIT 27
                             FINANCIAL DATA SCHEDULE
                           ARTICLE 5 OF REGULATION S-X

The  schedule  contains  summary  financial   information   extracted  from  the
consolidated  financial  statements for the three months ended December 31, 1996
and is qualified in its entirety by reference to such statements.
<TABLE>
<CAPTION>

<S>                           <C>    
Period type                   3 Mos. 
Fiscal year end               September 30, 1997 
Period start                  October 1, 1996 
Period end                    December 31, 1996 
Cash                          1,115,724
Securities                    0 
Receivables                   0
Allowances                    0
Inventory                     30,000
Current assets                2,609,929
PP&E                          29,361
Depreciation                  12,412
Total assets                  7,588,368
Current liabilities           304,720
Bonds                         0
Common                        3,005
Preferred mandatory           0
Preferred                     0
Other SE                      7,280,643
Total liability and equity    7,588,368
Sales                         0
Total revenues                0
CGS                           0
Total costs                   0
Other expenses                183,050
Loss provision                0
Interest expense              0
Income pretax                 (171,026)
Income tax                    0
Income continuing             (171,026)
Discontinued                  0
Extraordinary                 0 
Changes                       0
Net income                    (171,026)
EPS primary                   (.06)
EPS diluted                   (.06)
</TABLE>

<PAGE>