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

                         AMENDMENT NO. 1 TO FORM 10-KSB

[X ]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES AND EXCHANGE ACT OF 1934 [Fee Required]

For the fiscal year ended December 31, 1996     Commission File Number:  1-10368

                     PACIFIC INTERNATIONAL ENTERPRISES, INC.
                 (Name of Small Business Issuer in its Charter)

             NEVADA                                            88-0243669
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                             Identification No.)

       4431 Corporate Center Drive
                Suite 131
        Los Alamitos, California                                         90720
(Address of principal executive offices)                              (Zip Code)

                    Issuer's Telephone Number: (714) 816-0200

         Securities registered under Section 12(b) of the Exchange Act:

(Title of each class)                (Name of each exchange on which registered)
        NONE                                            NONE

         Securities registered under Section 12(g) of the Exchange Act:
                              (Title of each class)
                                  COMMON STOCK

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. (X)

State issuer's revenues (losses) for its most recent fiscal year: $(3,272,617)

The aggregate value of the Registrant's Common Stock held by non-affiliates of
the Registrant was approximately $1,079,269 as of June 30, 1997, computed by
reference to the price at which the stock was last sold in negotiated
transactions.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: There were 8,710,190 shares of the
Registrant's Common Stock issued and outstanding as of December 31, 1996.
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ITEM 13.         EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Description of Exhibits.

          3.1     Articles of Incorporation as filed with the Secretary of State
                  of Nevada on December 30, 1988. *

          3.2     Bylaws of the Registrant *

          4.1     Specimen Stock Certificate *

          4.2     Form of Promissory Note *

          4.3     Form of Warrant Agreement *

          4.4     Form of Registration Rights Agreement *

          4.5     Woodbridge Corporate Development Agreement as amended **

         10.0     Boot Component Agreement between Crush Innovative Sports
                  Systems, Inc. (formerly Crush Snowboard Products, Inc.) and
                  Monark Sporting Goods, Inc. incorporated by reference from
                  Registrant's Form 8-K filed on October 11, 1995, Exhibit B. *

         10.1     Binding Component Agreement between Crush Innovative Sports
                  Systems, Inc. and Monark Sporting Goods, Inc. incorporated by
                  reference from Registrant's Form 8-K filed on October 11,
                  1995, Exhibit C. *

         10.2     Purchase Order between CRUSH and Die Cast of America, Inc. *

         10.3     Stock Option Agreements with William Kearns *

         10.4     Stock Option Agreements with Eric Anderson *

         10.5     Stock Option Agreements with Mike Voss *

         10.6     Employment Agreements with Bill Kearns *

         10.7     Employment Agreements with Edward Hanson *

         10.8     Employment Agreements with Richard Perkins *

         10.9     Employment Agreement with Binks Graval


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         10.10    Employment Agreement with Anthony Broughton

         21.1     List of Subsidiaries of the Parent Company **

         23.2     Consent of Independent Auditors **

         24.1     Power of Attorney **

         * Incorporated by reference from the Company's Form 10-KSB for the
         fiscal year ended December 31, 1995 filed on March 28, 1996.

         ** Incorporated by reference from the Company's Form 10-KSB for the
         fiscal year ended December 31, 1996 filed on July 7, 1997.

         (b)      Reports on Form 8-K.

                 No reports on Form 8-K were filed by the Registrant during the
last quarter of the period covered by this report and through December 31, 1996.

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                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                         PACIFIC INTERNATIONAL ENTERPRISES, INC.



Date:  July 25, 1997                     By: /s/ Binks Graval
-------------------------                    -----------------------------------
                                             Binks Graval
                                             Chief Executive Officer and
                                             Chairman of the Board
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                                  EXHIBIT INDEX


EXHIBIT                           DESCRIPTION                       SEQUENTIALLY
NUMBER                                                              NUMBERED

       3.1     Articles of Incorporation as filed with the
               Secretary of State of Nevada on
               December 30, 1988 *

       3.2     Bylaws of the Registrant *

       4.1     Specimen Stock Certificate *

       4.2     Form of Promissory Note *

       4.3     Form of Warrant Agreement *

       4.4     Form of Registration Rights Agreement *

       4.5     Woodbridge Corporate Development Agreement as
               amended **

      10.2     Purchase Order between CRUSH and
               Die Cast of America, Inc. *

      10.3     Stock Option Agreements with William Kearns *

      10.4     Stock Option Agreements with Eric Anderson *

      10.5     Stock Option Agreements with Mike Voss *

      10.6     Employment Agreements with Bill Kearns *

      10.7     Employment Agreements with Edward Hanson *

      10.8     Employment Agreements with Richard Perkins *

      10.9     Employment Agreement with Binks Graval

      10.10    Employment Agreement with Anthony Broughton

      21.1     List of Subsidiaries of the Parent Company **

                                        5

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                                  EXHIBIT 10.9



        23.2             Consent of Independent Auditors**

        24.1             Power of Attorney**

* Incorporated by reference from the Company's Form 10-KSB for the fiscal year
ended December 31, 1995 filed on March 28, 1996.

** Incorporated by reference from the Company's Form 10-KSB for the fiscal year
ended December 31, 1996 filed on July 7, 1997.