<PAGE>

                       U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
                           SECURITIES EXCHANGE ACT OF 1934
                          FOR THE QUARTER ENDED MAY 31, 1997
                                          OR
[   ]     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 0-18412

                                    PLAYORENA INC.
                                    --------------
                    (Name of small business issuer in its charter)
     NEW YORK                                               11-2602120
     --------                                               -----------
     (State or other jurisdiction of                        (I.R.S. Employer
          incorporation or organization)                    Identification No.)

     22 MANHASSET  AVENUE, PORT WASHINGTON,  NEW YORK       11050
     ------------------------------------------------       -----
               (Address of principal executive offices)     (Zip Code)

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  .
                                                               ----     -----

                         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: 12,762,910 SHARES OF COMMON
STOCK, PAR VALUE $.001, OUTSTANDING AS OF JANUARY 27, 1998.

                         DOCUMENTS INCORPORATED BY REFERENCE:    NONE


                                           

<PAGE>




                                     FORM 10-QSB 

                          FINANCIAL STATEMENTS AND SCHEDULES
                                   PLAYORENA, INC.

                          For the Quarter ended May 31, 1997

     The following financial statements and schedules of the registrant and its
     consolidated subsidiaries are submitted herewith:



                            PART I- FINANCIAL INFORMATION


                                                                 Page of
                                                                 FORM 10-QSB
                                                                 -----------
Item 1.  Financial Statements:
     Balance Sheets/Liabilities and Shareholder's
       Equity -- May 31, 1997                                         3
     Statement of  Operations for the three months ended
       May 31, 1997, 1996 and the six months ended
       May 31, 1997, 1996                                             4
     Statement of Cash Flows for the six months ended
       May 31, 1997, 1996                                             5
     Notes to Financial Statements                                    6

Item 2.  Management's Discussion and Analysis or Plan of Operation    7

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

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                          2

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                                PLAYORENA INC.
                                 BALANCE SHEET
                                  MAY 31, 1997
                                  (UNAUDITED)

                                     ASSETS


Cash                                                                      -
                                                                     -----------

TOTAL ASSETS                                                         $     -
                                                                     -----------
                                                                     -----------

                  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Notes payable                                                     $    875,333
  Liabilities of discountinued operations                                496,583
  Accured expenses                                                       383,078
                                                                     -----------
    TOTAL CURRENT LIABILITIES                                          1,754,994

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIENCY):
  Common stock, $.001 par value;
    15,000,000 shares authorized,
    12,762,910 shares issued and outstanding                             12,763
  Additional paid-in-capital                                          4,130,283
  Accumulated deficit                                                (5,898,040)
                                                                     -----------
    TOTAL SHAREHOLDERS' DEFICIENCY                                   (1,754,994)
                                                                     -----------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $      -
                                                                     -----------
                                                                     -----------



                           See notes to financial statements.

                                            3

<PAGE>

                                STATEMENT OF OPERATIONS

                                      (UNAUDITED)

<TABLE>
<CAPTION>
<S>                                                <C>                      <C>
                                                      Three months ended       Six Months Ended
                                                    -----------------------  --------------------
                                                      May 31,     May 31,     May 31,     May 31,
                                                      1997          1996      1997          1996
                                                    ----------- -----------  ----------  ---------

EXPENSES:
  General and administrative                          $  1,080  $   3,501    $   5,368  $    8,571
  Interest Expense                                      21,884     22,256       43,768      44,512
                                                    ----------- -----------  ----------  ---------
    TOTAL EXPENSES                                      22,964     25,757       49,136      53,083
                                                    ----------- -----------  ----------  ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS               (22,964)   (25,757)     (49,136)    (53,083)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS              24,279     35,804       12,517     (24,434)
                                                    ----------- -----------  ----------  ---------
NET INCOME (LOSS)                                    $   1,315   $ 10,047    $ (36,619) $  (77,517)
                                                    ----------- -----------  ----------  ---------
NET INCOME (LOSS) PER SHARE:

  Continuing operations                              $   (0.00)     (0.00)   $   (0.00) $    (0.01)
  Discontinued operations                                 0.00       0.00         0.00       (0.00)
                                                    ----------- -----------  ----------  ---------
NET INCOME (LOSS) PER SHARE                          $    0.00     $ 0.00    $   (0.00) $    (0.01)
                                                    ----------- -----------  ----------  ---------
                                                    ----------- -----------  ----------  ---------
WEIGHTED AVERAGE SHARES USED IN COMPUTATION         12,012,910  8,262,910   12,012,910   8,262,910
                                                    ----------- -----------  ----------  ---------
                                                    ----------- -----------  ----------  ---------

</TABLE>

                                          4

<PAGE>

                                     PLAYORENA INC.

                                STATEMENT OF CASH FLOWS

                                      (UNAUDITED)



<TABLE>
<CAPTION>

<S>                                                                 <C>
                                                                          Six months ended
                                                                     ----------------------- 
                                                                        May 31,      May 31,
                                                                         1997         1996
                                                                     ------------- ---------


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net gain (loss)                                                    $   (36,619)  $(77,517)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation and amortization                                          -       30,646
  Change in operating assets and liabilities                              36,619     81,771
                                                                     ------------- ---------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              -        34,900
                                                                     ------------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment                                      -         -
                                                                     ------------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES                                          -          -
                                                                     ------------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from (repayment of) debt financing                                       (6,000)
  Decrease of capital lease obligations                                      -          -
                                                                     ------------- ---------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                              -      (6,000)
                                                                     ------------- ---------
NET INCREASE (DECREASE) IN CASH                                              -      28,900

CASH AT BEGINNING OF PERIOD                                                  -       1,329
                                                                     ------------- ---------
CASH AT END OF PERIOD                                                  $     -   $  30,229
                                                                     ------------- ---------
                                                                     ------------- ---------
</TABLE>




                                                            5



<PAGE>



                                   PLAYORENA, INC.

                            NOTES TO FINANCIAL STATEMENTS

                            SIX MONTHS ENDED MAY 31, 1997

                                     (UNAUDITED)



1.   BASIS OF PRESENTATION

          The accompanying financial statements are unaudited, but reflect all
     adjustments which, in the opinion of management, are necessary for a fair
     presentation of financial position and the results of operations for the
     interim periods presented.  All such adjustments are of a normal and
     recurring nature.  The results of operations for any interim period are not
     necessarily indicative of the results attainable for a full fiscal year.  

2.   LOSS PER SHARE

          Per share information is computed based on the weighted average number
     of shares outstanding during the period.



                                          6

<PAGE>





                                        ITEM 2

           ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     In light of the fact that the Company has decided to divest all of its
operations and has agreed to sell substantially all of its assets pursuant to an
Asset Purchase Agreement with an affiliate of Michael Astor and Susan Astor (the
sole current officers and directors of the Company)(the "Asset Purchase
Agreement"), the Company is accounting for the historical results of the
business as discontinued operations.  In this regard, the following discussion
and analysis presents a general, overall financial summary of the discontinued
operations, rather than a detailed discussion of the results of operations to be
disposed of in the near future.  As presented in the Company's recast financial
statements, certain expenses, consisting of minimal general and administrative
expense and debt service costs have been evaluated to be expenses attributable
to the continuing entity after consideration of the divestiture of operations.

     The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this report.

RESULTS OF OPERATIONS - 
COMPARISON OF QUARTERS ENDED MAY 1997 AND MAY 1996

     During the six months ended May 31, 1997, revenues of discontinued business
decreased to $235,938 from $267,331 in six months ended May 31, 1996.

     The Company has significantly decreased the number of locations by
terminating many locations in the United States.


LIQUIDITY AND CAPITAL RESOURCES 

     At May 31, 1997, the Company had a working capital deficit of $1,754,994
compared to $1,392,046 at May 31, 1996.  In its operation of the discontinued
operations, management has been attempting to reverse this downward trend by
significantly decreasing the number of Company owned centers in operation,
implementing staff reductions and seeking additional capital for the placement
of Playorena programs in alternative outlets.



                                          7

<PAGE>



                             PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS.  To the best knowledge of the officers and
          directors, neither the Company nor any of its officers and directors
          are party to any legal proceeding or litigation.  The officers and
          directors know of no such litigation being threatened or contemplated.


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.  The Company expects to consummate the sale of
          assets pursuant to the Asset Purchase Agreement in January or February
          1998.

Item 6.   (A) EXHIBITS

          EXHIBIT NO.    DESCRIPTION
          27.1      Financial Data Schedule


          (B)  REPORTS ON FORM 8-K.  None.




                                          8

<PAGE>


                                      SIGNATURES


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


Date: January 29, 1998                 PLAYORENA, INC.



                                   By: /S/ MICHAEL ASTOR
                                       ------------------------------
                                         Michael Astor, President and
                                         Chief Financial Officer




                                          9

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                                    EXHIBIT INDEX


27.1 Financial Data Schedule








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