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

                                  FORM 10-KSB/A
                                (Amendment No. 1)
                                   -----------
            [x] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the fiscal year ended September 30, 1997
                                       or
               [ ] Transition Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         Commission file number 0-22388

                               EIF HOLDINGS, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

              Hawaii                                   99-0273889
  -------------------------------                  ------------------
  (State or other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                  Identification No.)

        54 Stiles Road
           Salem, NH                                      03079
    -------------------------                          ----------
      (Address of principal                            (Zip Code)
        executive offices)

                                 (603) 890-3680
                 -----------------------------------------------
                (Issuer's telephone number, including area code)

          Securities registered under Section 12(b)of the Exchange Act:
                                      None

          Securities registered under Section 12(g)of the Exchange Act:
                                  Common Stock,
          -------------------------------------------------------------
                                (Title of Class)

     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          NO    X
    -------     -------

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[ ]

     State Issuer's revenues for its most recent fiscal year: $13,434,423

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days:  December 31, 1997:  $7,276,372  (15,818,201  shares held by persons other
than  affiliates)  at an  average of the high and low bid and high and low asked
price $.46 as reported by the National Quotation Bureau, Inc.

     The  Number of shares of Common  Stock  outstanding  at  December 31, 1997:
24,618,201.

     Transitional Small Business Disclosure Format (Check one):
YES          NO    X
    -------     -------

     ITEMS 10, 11, 12 and 13 of PART III of the Annual  Report on FORM 10-KSB of
EIF Holdings,  Inc. (the  "Company"),  which was filed with the  Securities  and
Exchange  Commission on January 13, 1998,  are hereby  amended in their entirety
and read as follows.
                                     Page 1
<PAGE>
PART III 

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following table sets forth certain information concerning the directors
and executive officers of the Company as of December 31, 1998.
         
                                         Position With             Year
          Name                Age         the Company         Became Director
    ----------------------   ----   ----------------------   ----------------

    Frank J. Fradella         42     Chairman, President,           1997
                                       CEO and Director

    J. Drennan Lowell         41      Vice President, Chief          N/A
                                       Financial Officer;
                                     Treasurer and Secretary

    Michael E. McGinnis       47           Director                 1996

    Joseph L. Vaillancourt    30     Corporate Controller,           N/A
                                    Assistant Treasurer and
                                      Assistant Secretary

    Michael J. Chakos         40      Vice President of            Nominee
                                        JL Manta, Inc.

    Andreas O. Tobler         47           Director                 1993


      The terms of the  directors  will  expire at the next  annual  meeting and
until their  successors  are elected and qualified.  The Company's  officers are
elected by the Board of  Directors  and hold  office at the will of the Board of
Directors. There is no family relationship between any of the nominees.

      Frank J.  Fradella has been  President,  CEO and a director of the Company
since May 1997 and has been Chairman since  November 1997.  From October 1996 to
May 1997,  he was  Executive  Vice  President  and Chief  Operating  Officer  of
American  Eco.  From  February  1993 to October  1996,  he was  employed  by NSC
Corporation,  a specialty  contractor,  having been serving as its President and
CEO since  September  1994. From February 1991 to January 1993, Mr. Fradella was
Vice President of Kaselaan & D'Angelo Associates.

     J.  Drennan  Lowell  has been  Vice  President,  Chief  Financial  Officer,
Treasurer  and Secretary of the Company  since  October  1997.  Previously,  Mr.
Lowell was  employed  by NSC  Corporation  where he held the  positions  of Vice
President,  Chief  Financial  Officer and  Secretary  from November 1993 through
August 1997 and Treasurer  from May 1994 through  August 1997.  Prior to joining
NSC, Mr. Lowell served as Vice President of Finance for  Wheelabrator  Clean Air
Systems Inc.  from December  1992 to November  1993 and for  Wheelabrator  Clean
Water Systems Inc. from August 1991 to November 1993.

      Michael E.  McGinnis  has been a director  of the Company  since  February
1996,  and served as Chairman of the Board from  February  1996 to November 1997
and as President of the Company from March 1996 until August 1996. Mr.  McGinnis
has served as the  President and Chief  Executive  Officer of American Eco since
1993, Chairman since May 1997 and as a director since 1994. He was the President
and  Chief  Executive  Officer  of  Eco  Environmental,   Inc.,  a  provider  of
environmental  remediation services to industrial clients,  when it was acquired
by American Eco in 1993. Prior to joining Eco  Environmental,  Inc. in 1992, Mr.
McGinnis  was  employed  with The  Brand  Companies  which he joined in 1965 and
served in various  operational  and  administrative  capacities for more than 27
years.  Since February 1998, Mr. McGinnis has been a director of Dominion Bridge
Corporation (Nasdaq NMS).

                                     Page 2
<PAGE>
     Joseph L. Vaillancourt has been Corporate  Controller,  Assistant Treasurer
and Assistant  Secretary of the Company since September  1997.  Prior to joining
the Company,  Mr. Vaillancourt served as Assistant Controller of NSC Corporation
from  February  1996 to  August  1997.  From  June  1994 to  February  1996  Mr.
Vaillancourt   served  as  Corporate   Accounting  Manager  for  Corning  Costar
Corporation.  From June 1993 to June 1994 Mr  Vaillancourt  served as  Corporate
Accounting Manager for Foster Medical Supply, Inc.

     Michael J. Chakos has served as Chief Financial  Officer of JL Manta,  Inc.
since March 1993, and Vice President  since November 1992,  having been co-owner
of such  corporation  until  November  1997 when it was acquired by the Company.
From February  1992 to March 1993,  he was employed by The Brand  Companies as a
regional  controller.  Prior  to  February  1992,  Mr.  Chakos  served  as Chief
Financial  Officer of Hydro Services,  Inc., a hydroblasting and vacuum services
company  based in  California,  since 1988.  Since March 1995,  he has owned and
served as President of CUBS Construction Company.

      Andreas O. Tobler has served as a director of the Company  since  November
1993. He served as Vice President and Treasurer of the Company from January 1995
and November 1993, respectively,  to February 1996, having been an employee from
October 1991 through February 1997. Since October 1996, Mr. Tobler has served as
a principal and an officer of Online  Capital  GmbH, a Swiss private  investment
company,  and also served as the Managing Director of its affiliate  Cornerstone
Financial Corporation,  a U.S. private financial company. From 1989 to 1991, Mr.
Tobler was Managing Partner of Royal Trust (Switzerland).

Board Meetings and Committees

     The Board of Directors of the Company held a total of four meetings  during
the fiscal year ended September 30, 1997, including actions by unanimous written
consent.  No director  attended  fewer than 75% of all  meetings of the Board of
Directors.

      The Board of  Directors  of the Company  currently  does not have either a
standing compensation  committee or audit committee.  It is anticipated that the
directors   elected  at  the  Meeting  will  establish  such   committees.   The
compensation  committee would recommend the compensation  arrangements  with the
executive  officers and the Company's  compensation  plans, and would administer
the stock option plan,  see Proposal No. 4 - "Approve a Plan of Merger to Change
the State of Incorporation  of the Company from Hawaii to Delaware  Business and
Financial  Condition." The audit committee would oversee the financial reporting
by the Company and consult,  as required,  with the  Company's  chief  financial
officer and independent accountants.


Section 16(a) Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers  and  directors,  and  persons  who own more than 10% of the
Company's  Common  Stock,  to file reports of ownership and changes in ownership
with the Securities and Exchange  Commission ("SEC") and any national securities
exchange or quotation system on which such class of equity securities is listed.
Officers,  directors  and  greater  than 10%  shareholders  are  required by SEC
regulation  to furnish the Company with copies of all Section 16(a) forms filed.

     Based solely on the Company's  review of the copies of such forms  received
by it, or on written  representation from certain reporting persons, the Company
discovered  that Mr. Fradella had neglected to file certain Section 16(a) forms.
However, Mr. Fradella is to report these transactions on Form 5.

                                     Page 3
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION AND EMPLOYMENT AGREEMENTS

      The following table sets forth all cash  compensation  for the fiscal year
ended September 30, 1997 of the Company's  Chief Executive  Officer and the most
highly compensated  executive officers whose compensation  exceeded $100,000 for
services rendered to the Company (the "Named Executive Officers").
<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                               Annual Compensation

                                                                                                 Long-Term
                                                                                Other Annual    Compensation
                                                         Salary       Bonus     Compensation       Options  
Name                    Principal Position      Year       ($)         ($)          ($)              (#)
--------------------    ------------------     ------   ---------    -------    ------------    -------------
<S>                     <C>                    <C>      <C>             <C>            <C>            <C>

Frank J. Fradella 1/    President and CEO       1997    $ 107,665       --             --              --
                                                             
David L. Norris 2/      President and CEO       1997      116,667       --             --              --

<FN>

1/  Mr.Fradella became President and CEO on May 1, 1997.
2/  Mr.Norris was  President  and CEO from  September 1, 1996 through April 30,
    1997.
</FN>
</TABLE>

       The following table sets forth individual grants of stock options made by
the  Company  during  the  fiscal  year ended  September  30,  1997 to the Named
Executive Officers.
<TABLE>
<CAPTION>
                        Option Grants in Last Fiscal Year
                                Individual Grants

                                           % of total options           
                                               granted to                       
                                              employees in       Exercise or base      Expiration
        Name            Option Granted         fiscal year          price ($/sh)          date
--------------------    --------------     -------------------   -----------------     ----------
<S>                          <C>                   <C>                  <C>                <C>  

Frank J. Fradella            --                    --                   --                 --

David L. Norris              --                    --                   --                 --

</TABLE>

     The following table sets forth information regarding each exercise of stock
options rights during the last fiscal year by each Named  Executive  Officer and
the fiscal year-end value of unexercised  options and stock appreciation  rights
provided on an aggregate basis.
<TABLE>
<CAPTION>
                 Aggregated Option Exercises in Last Fiscal Year
                            and FY-End Option Values


                                                                           Number of         Value of Unexercised
                                                                          Unexercised             In-the-Money
                                                                          Options at               Options at
                                                                           FY-End ($)               FY-End ($)
                            Shares acquired                               Exercisable/             Exercisable/
Name                        on Excercise (#)       Value Realized        Unexercisable/           Unexercisable/
--------------------        ----------------       --------------        --------------      ----------------------
<S>                                <C>                   <C>                   <C>                     <C>  

Frank J. Fradella                  -0-                   -0-                   -0-                     -0-

David L. Norris                    -0-                   -0-                   -0-                     -0-


</TABLE>
                                     Page 4
<PAGE>
Employment Contracts

     Mr. Fradella is employed as Chairman, President and CEO of the Company at a
salary of $250,000 at an annum rate. He does not have an employment agreement.

     As of October 1, 1997, J. Drennan  Lowell  became Vice  President and Chief
Financial  Officer  of the  Company  at a base  annual  salary of  $175,000.  He
received a $50,000  "signing"  bonus and is to  receive a $70,000  "performance"
bonus on or about March 15, 1998. The performance bonus is to compensate him for
the target bonus he was to have received from his prior  employer.  In the event
the Company  terminates  Mr.  Lowell's  employment  without  cause,  he would be
entitled to severance in the amount of one year's salary.  In addition,  as part
of the  proposed  arrangement  with  American  Eco (see  "Certain  Transactions"
below),  Mr. Lowell is to receive options from the purchasing  group to purchase
1,000,000  shares of the Company's Common Stock at an exercise price of $.65 per
share, vesting over a three year period with automatic vesting upon a "change of
control" of the Company  (without  giving  effect to the proposed  Reverse Stock
Split).

     Upon the  closing of the Manta  Acquisition,  Mr.  Chakos  entered  into an
Employment  Agreement with Manta providing for him to serve as Vice President of
Manta for a period of three years at an annual base salary of $150,000.


ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND 
          EXECUTIVE OFFICERS

   The following table sets forth information regarding the beneficial ownership
of the Common Stock of the Company as of the Record Date  concerning (i) persons
known  to the  Company  to be the  beneficial  owners  of  more  than  5% of the
outstanding  Common  Stock,  (ii) by each  director and  nominee,  (iii) by each
current  executive officer named in the Summary  Compensation  Table and (iv) by
all directors and officers as a group.
<TABLE>
<CAPTION>
                                                                   Amount and Nature
                                             Status of               of Beneficial 
Name of Beneficial Owner                  Beneficial Owner             Ownership(1)      Percent
------------------------              ------------------------     -----------------     -------
<S>                                   <C>                              <C>                 <C>    
American Eco Corporation**            Beneficial Owner of more         8,800,000(2)        35.7%
                                      than 5% of Common Stock

Frank J. Fradella                     Chairman, President and          8,800,000(3)        35.7%
                                      Director

J. Drennan Lowell                     Vice President, Chief                 --              --
                                      Financial Officer,
                                      Treasurer and Secretary

Michael E. McGinnis                   Director                         8,800,000(4)        35.7%

Andreas O. Tobler                     Director                            25,450             *

Joseph L. Vaillancourt                Corporate Controller,                 --              --
                                      Assistant Treasurer and
                                      Assistant Secretary 

Michael J. Chakos                     Nominee                             15,000(5)          *

All executive officers and                                             8,840,450(6)        35.9%
directors as a group (5 persons)
--------------------------------------
<FN>
                                     Page 5
<PAGE>
*     Represents less  than 1% of  the issued  and outstanding  shares of Common 
      Stock.

**    The principal  executive  offices of American Eco  Corporation  ("American
      Eco") are 154 University Avenue, Toronto, Ontario, Canada M5H 3Y9.

(1)   Unless otherwise noted, all of the shares shown are held by individuals or
      entities  possessing sole voting and investment power with respect to such
      shares. The number of shares beneficially owned includes shares which each
      beneficial  owner has the right to  acquire  within 60 days of the  Record
      Date.

(2)   These  shares are  subject to an option  granted to Mr.  Fradella  and his
      wife,  see  note  (3)  below.  Does  not  include  (i)  10,000,000  shares
      purchasable upon the closing of a Stock Purchase Agreement,  which closing
      is subject  to  shareholder  approval  of  Proposals  Nos. 2 and 4 or (ii)
      shares subject to  conversion  rights  under  a line  of credit agreement.
      See ITEM 12  --  Certain  Relationships  and  Related  Transactions"  for
      information regarding the interest of American Eco in the Company.

(3)   Includes 8,800,000  shares  subject to an option granted  by  American Eco 
      during the term of the option, see note (2) above.

(4)   Includes 8,800,000 shares beneficially owned by American Eco, of which Mr.
      McGinnis  is  Chairman  of the  Board,  President  and CEO.  Mr.  McGinnis
      disclaims  beneficial  ownership  of the  Company's  securities  owned  by
      American Eco.


(5)   Includes 15,000 shares subject to options, and does not include (i) 30,000
      shares  subject to options which are not  exercisable  within 60 days from
      the Record  Date or (ii)  30,000  shares  which will be subject to options
      issued upon shareholder approval of Proposals No. 2 and 4.

(6)   Includes 15,000 shares subject to options.  See Notes (2) and (5) above.
</FN>
</TABLE>

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January  1996,  American  Eco  agreed to  purchase  10,000,000  shares of the
Company's  Common Stock at a price of $.10 per share,  or an aggregate  purchase
price of  $1,000,000,  pursuant to a Stock Purchase  Agreement.  The closing has
been  conditioned  upon  Company  shareholders  approving  an  increase  in  its
authorized  shares of Common Stock to have  sufficient  shares to issue upon the
closing. One reason for the Reverse Stock Split, which is Proposal No. 2 at this
Meeting,  is to permit the Company to have  authorized  but  unissued  shares of
Common Stock  available  for the closing of the Stock  Purchase  Agreement  with
American Eco.

     In February 1996, American Eco agreed to loan money to the Company pursuant
to an unsecured  line of credit  agreement (the "Line of Credit") with a maximum
borrowing of $5,250,000, bearing interest at the prime rate plus 2%. The Line of
Credit initially was to expire on July 31, 1997, and was modified as of July 31,
1997, and the availability was increased to $15,000,000 and extended to February
18,  1998.  As  of  September  30,  1997,  the  availability  was  increased  to
$20,000,000  in order to permit  the  Company to meet  certain  of its  existing
obligations.  As of November 30, 1997, $17,873,000,  including accrued interest,
was outstanding under the Line of Credit. American Eco was the Company's primary
source of  funding  in  fiscal  1997.  Upon the  closing  of the Stock  Purchase
Agreement,  the  outstanding  principal  amount on the Line of  Credit  would be
reduced by $1,000,000, representing the purchase price under such Agreement. The
modifications  of the Line of  Credit  also  granted  American  Eco the right to
convert all, and not less than all, of the remaining principal amount thereunder
into shares of the Company's  Common Stock at a conversion price equal to 85% of
the  five-day  weighted  average  closing  market  price  of such  Common  Stock
immediately prior to the conversion date.

                                     Page 6
<PAGE>

     When Mr.  Fradella  became  employed  by  American  Eco in October  1996 he
received a $350,000 loan to cover the purchase of a home. This loan is repayable
in  five  years,  without  interest,  subject  to an  annual  $70,000  principal
reduction  upon  each  anniversary  of his  employment  with  American  Eco.  In
September 1997,  American Eco assigned this loan to the Company,  increasing the
principal amount under the Line of Credit by $280,000. At November 30, 1997, the
outstanding  principal amount of this loan was $280,000,  reflecting a reduction
of $70,000 upon the first anniversary.

     American Eco has also  guaranteed  certain  indebtedness  and leases of the
Company.  At September 30, 1997, the outstanding  aggregate  principal amount of
the obligations being guaranteed was $404,500.  During the 1997 fiscal year, the
Company  repaid a bank loan and  certain  other  outstanding  obligation  in the
amount of $4,207,000,  which had been guaranteed by American Eco.  Subsequent to
September  30,  1997,  the  amount  of  the  Company's  outstanding  obligations
guaranteed by American Eco was reduced to $127,000.

     American Eco and the Company also entered into a Management Agreement as of
October 1, 1996 pursuant to which American Eco provided management and financial
guidance to the Company and also guaranteed certain of the Company's obligations
in order to allow the Company to receive more  favorable  terms from  creditors.
The  Agreement  called for a quarterly  fee of  $1,000,000.  American Eco ceased
providing the management  services to the Company  shortly after the appointment
of Mr. Fradella as President and CEO of the Company in May 1997. The fee for the
first  two  fiscal  quarters  and pro  rata  for the  third  quarter  was in the
aggregate  amount of  $2,300,000.  This  amount  was not paid,  but added to the
principal amount of the Line of Credit. The Management  Agreement was terminated
as of June 30, 1997.

     In December  1997,  American Eco granted an option to Mr.  Fradella and his
wife to  purchase  its  8,800,000  shares of the  Company's  Common  Stock at an
exercise price of $.65 per share exercisable for a period of one year.  Pursuant
to the grant of this  option,  the Company  granted Mr.  Fradella and his wife a
proxy to vote all of the option  shares.  The  purpose of the option was to give
Mr. Fradella a major stake in the Company.

                                     Page 7
<PAGE>


                                   SIGNATURE

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


                                       EIF HOLDINGS, INC.

                                       /S/ J. Drennan Lowell
                                       -------------------------------------
                                       J. Drennan Lowell
                                       Vice President, Chief Financial Officer,
                                       Treasurer and Secretary


April 9, 1998





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