<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 quarterly period ended AUGUST 31, 1996
                                                   ---------------

                     Transition report under 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)

                      Issuer's telephone number:  (516) 883-7529
                                                 ---------------

      Securities registered pursuant to Section 12(b) of the Exchange Act:  NONE
                                                                            ----

         Securities registered pursuant to Section 12(g) of the Exchange Act:

                            COMMON STOCK. $.001 PAR VALUE
                            -----------------------------
                                   (Title of class)
                          COMMON STOCK PURCHASE WARRANTS (1)
                          ----------------------------------
                                   (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  X  No
    -----  -----
         The number of shares outstanding of the registrant's Common Stock, as
of November 1, 1996, was 12,762,910 shares of Common Stock.

------------------
(1) Expired on January 16, 1996.

<PAGE>

                                  TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
PART I

Item 1  -  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2  -  Management's Discussion and Analysis or Plan of Operation. . . . . 6


PART II

Item 3  -  Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . 8
Item 5  -  Other Information. . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 6  -  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .13

Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15


<PAGE>

                                    PLAYORENA INC.

                                    BALANCE SHEET

                                   AUGUST 31, 1996

                                     (UNAUDITED)

                                        ASSETS

Cash                                                               $   32,598
                                                                     ---------
  TOTAL ASSETS                                                     $   32,598
                                                                     ---------
                                                                     ---------
                  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Notes payable                                                   $   875,333
  Accrued expenses                                                    579,458
                                                                     ---------
    TOTAL CURRENT LIABILITIES                                       1,454,791

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIENCY):
  Common stock, $ .001 par value;
    15,000,000 shares authorized,
    8,262,910 shares issued and outstanding                             8,263
  Additional paid-in-capital                                        4,089,783
  Accumulated deficit                                              (5,520,239)
                                                                     ---------
    TOTAL SHAREHOLDERS' DEFICIENCY                                 (1,422,193)
                                                                     ---------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $   32,598
                                                                     ---------
                                                                     ---------


                          See notes to financial statements.

                                         -1-


<PAGE>

                               STATEMENT OF OPERATIONS

                                     (UNAUDITED)

<TABLE>
<CAPTION>

                                                           Three months ended            Nine months ended
                                                        ------------------------      ------------------------
                                                        August 31,     August 31,     August 31,     August 31,
                                                           1996           1995           1996           1995
                                                        ---------      ---------      ---------      ---------
<S>                                                    <C>            <C>            <C>            <C>
EXPENSES:                                                       
  General and administrative                          $    1,549     $   11,448     $   10,120     $   18,021
  Interest Expense                                        22,256         22,469         66,768         64,548
                                                       ----------     ----------     ----------     ----------
     TOTAL EXPENSES                                       23,805         33,917         76,888         82,569
                                                       ----------     ----------     ----------     ----------
                                                                               
INCOME (LOSS) FROM CONTINUING OPERATIONS                 (23,805)       (33,917)       (76,888)       (82,569)
                                                       ----------     ----------     ----------     ----------
                                                                               
INCOME (LOSS) FROM DISCONTINUED OPERATIONS               (36,572)       (72,460)       (61,006)      (323,087)
                                                       ----------     ----------     ----------     ----------              
                                                                                                             
NET INCOME (LOSS)                                     $  (60,377)    $ (106,377)    $ (137,894)    $ (405,656)
                                                       ----------     ----------     ----------     ----------
                                                       ----------     ----------     ----------     ----------
                                                                               
NET INCOME (LOSS) PER SHARE:                                    
  Continuing operations                               $    (0.00)    $    (0.00)    $    (0.01)    $    (0.01)
  Discontinued operations                                  (0.01)         (0.01)         (0.01)         (0.04)
                                                       ----------     ----------     ----------     ----------
                                                                               
NET INCOME (LOSS) PER SHARE                           $    (0.01)    $    (0.01)    $    (0.02)    $    (0.05)
                                                       ----------     ----------     ----------     ----------
                                                       ----------     ----------     ----------     ----------
                                                                               
WEIGHTED AVERAGE SHARES USED IN COMPUTATION            8,262,910      8,182,846      8,262,910      8,278,694
                                                       ----------     ----------     ----------     ----------
                                                       ----------     ----------     ----------     ----------

</TABLE>


                          See notes to financial statements.

                                           -2-


<PAGE>

                                    PLAYORENA INC.

                               STATEMENT OF CASH FLOWS

                                     (UNAUDITED)
<TABLE>
<CAPTION>

                                                            Nine months ended
                                                    --------------------------------
                                                      August 31,        August 31,
                                                        1996              1995
                                                    --------------    --------------
<S>                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $   (137,894)     $   (405,656)
  Adjustments to reconcile net loss to net cash
    used by operating activities;
       Depreciation and amortization                      45,969            43,796
       Gain (loss) on sale of equipment                        -           (16,926)
  Change in operating assets and liabilities             129,194           164,345
                                                    --------------    --------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           37,269          (214,441)
                                                    --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisitions of property and equipment                       -               150
  Proceeds from the sale of equipment                          -            61,387
                                                    --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES                           -            61,537
                                                    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from (repayment of) debt financing             (6,000)          150,333
  Decrease of capital lease obligations                        -            (4,546)
  Proceeds from officer loans                                  -             8,150
                                                    --------------    --------------

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           (6,000)          153,937
                                                    --------------    --------------

NET INCREASE (DECREASE) IN CASH                           31,269             1,033

CASH AT BEGINNING OF PERIOD                                1,329             2,944
                                                    --------------    --------------

CASH AT END OF PERIOD                                 $   32,598         $   3,977
                                                    --------------    --------------
                                                    --------------    --------------

</TABLE>

                          See notes to financial statements.

                                          -3-


<PAGE>

                                   PLAYORENA, INC.

                            NOTES TO FINANCIAL STATEMENTS

                          NINE MONTHS ENDED AUGUST 31, 1996

                                     (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.

3.  DISCONTINUED OPERATIONS

         Assets and liabilities of the Company's discontinued operations
    consist of the following at August 31, 1996:

    ASSETS:   

    Accounts receivable                      $     13,496

    Prepaid expenses                               13,416

    Property and equipment                        167,806

    Intangible assets                               7,300

    LIABILITIES:   

    Accounts payable and accrued expenses        (485,223)
                                             ----------------

    Net                                      $   (290,505)
                                             ----------------
                                             ----------------


                                          -4-

<PAGE>


         The revenues of the discontinued business were $288,725 for the nine
    month period ended August 31, 1996 and $355,626 for the nine month period
    ended August 31, 1995.

4.  ACCRUED EXPENSES

         Accrued expenses consist of the following at August 31, 1996:

    Interest                                          $  188,656

    Professional fees                                    100,097

    Other                                                  7,500

    Estimated losses through estimated disposal date      58,269

    Estimated gain on disposal not recognized            224,939
                                                       -----------
                                                      $  579,458
                                                       -----------
                                                       -----------


                                        -5-


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         Despite the best efforts of management to reduce costs by
significantly decreasing the number of locations in operation, during the fiscal
year ended November 30, 1995, the Company sustained losses from operations of
$477,693, and continued to sustain losses during the first nine months of fiscal
1996 in the aggregate amount of $137,894.  Since the Company has been unable to
raise the required capital to continue operating in its present form, the
Company has decided to divest all of its operations and has executed an Asset
Purchase Agreement pursuant to which it has agreed to sell all of its assets and
properties (see "OTHER INFORMATION - Asset Purchase Agreement with Michael
Astor").

         In light of the Company's agreement to sell all of its assets, the
Company is accounting for the historical results of its 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 expenses 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 NINE MONTHS ENDED AUGUST
31, 1996 TO NINE MONTHS ENDED AUGUST 31, 1995

         During the nine month period ended August 31, 1996, revenues of the
discontinued operations decreased 19% to $288,725 from $355,626 in the same
period in 1995, as the Company greatly reduced the number of pre-school children
movement/play centers that it operates.  Loss from discontinued operations
decreased from $323,087 in 1995 to $61,006 in 1996, reflecting the reduced cost
demands of the decreased level of the Company's activity.

         The Company operated a total of 13 centers during the nine month
period ended August 31, 1996.  During the same period in 1995, the Company
operated 51 centers until April 1995, when it decreased the number of its
operating centers to six.


                                         -6-

<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

         At August 31, 1996, the Company had a working capital deficit of
$1,422,193 compared to a working capital deficit of $1,284,299 at November 30,
1995.  Management has been attempting to reverse this downward trend in its
discontinued operations to be disposed of in the near future 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.  

         Based upon the proposed structure of the transaction set forth in 
the Asset Purchase Agreement, immediately following the closing of the asset 
sale the Company will have no assets or business but will retain estimated 
liabilities of $875,333, plus possible liabilities with respect to certain 
heretofore unasserted claims against the Company.  In light of the fact that 
subsequent to the closing the Company will not have any business or assets 
with which to generate revenue, the Company will not have any means to 
satisfy such liabilities or obligations unless and until the Company is able 
to raise additional capital or acquire a profitable business.  The Company 
does not presently have any such plans and there can be no assurance that 
raising such capital or acquiring a new business will be possible.  If such 
capital should become available or such a business should be offered to the 
Company, the acquisition is likely to result in immediate and substantial 
dilution to the shareholders of the Company.

MANAGEMENT'S PLAN OF OPERATION

         Management continues to believe that the Playorena program can operate
more profitably within a different form of environment than that in which its
program has operated in the past.  Specifically, management feels that operating
the program as part of an existing childrens' retail outlet or day-care center
would enable the program to enjoy more promotional benefits from cross-marketing
with the host, and that relationship could enable each party to provide mutually
beneficial services to the other.  Fixed, established locations could provide a
more conducive environment and greater visibility than the current placement of
the program within school, religious and other community based locations on a
floating basis (e.g., different classes being offered in different locations and
on changing schedules). Management believes that operating in such locations
would increase enrollments in the Playorena program, with reduced operating and
marketing costs.  Although management has actively sought such outlets, the
program has not yet been operated in any such environment and there can be no
assurance that the Playorena program would work as contemplated or that any such
outlets would be willing to locate a Playorena program at its facility.


                                         -7-

<PAGE>


                                       PART II

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         LOAN TO THE COMPANY

         On January 19, 1994, the Company executed and delivered to Robert M.
Rubin a Revolving 10% Promissory Note in the principal amount of $200,000 (the
"Note") pursuant to which the Company had borrowed as of February 18, 1994 the
maximum aggregate principal amount of $200,000. The loan is secured by a first
priority security interest in all of the assets of Playorena.

         Advances made pursuant to the Note were due on September 30, 1995 and
were not paid. The Company does not at the present time have the resources to
repay the Note and Mr. Rubin has the right to foreclose on his security interest
in all of the assets of the Company. In consideration of the loan and credit
facility provided by Mr. Rubin, the Company issued 200,000 shares of the
Company's Common Stock to Mr. Rubin.  Pursuant to the terms of the Asset
Purchase Agreement, dated as of March 31, 1995, between the Company and Michael
Astor, Mr. Rubin will be required to release his security interests so that the
entity acquiring the assets of the Company will acquire such assets free and
clear of any liens or encumbrances. (See "OTHER INFORMATION - Asset Purchase
Agreement with Michael Astor")

         PRIVATE PLACEMENT OF EQUITY AND DEBT

         In May 1994, the Company commenced and completed a private placement
of five units, each unit consisting of 22,222 shares of the Company's common
stock and a promissory note in the principal amount of $50,000, bearing interest
at the rate of ten percent per annum, with principal and interest due at the
earlier of the closing of any debt or equity offering of the Company's
securities yielding gross proceeds in excess of $1,500,000 or September 30,
1995. As each of the units were sold by the Company for $50,000, the Company
derived an aggregate of $250,000 from the private placement. With the exception
of one-half of one unit acquired by Lawrence E. Kaplan, a nominee to be elected
as a director of the Company, all of the units were acquired by unaffiliated
persons. The promissory notes were not repaid and the Company does not at the
present time have the resources to repay the promissory notes.

         LINE OF CREDIT

         Pursuant to the terms of a letter agreement dated November 18, 1994
(the "Letter Agreement") among the Company and each of Michael Astor, Susan
Astor and Fred Jaroslow (then current directors of the Company), in their
individual capacities, and Lawrence E. Kaplan, Stanley Kaplan and Mr. Rubin (the
"Investors"), the Company agreed to, among other things, issue an aggregate of
3,250,000 shares of common stock to Messrs. Andrew Kaplan (as Stanley Kaplan's
designee), Lawrence E. Kaplan and Rubin in consideration of the payment of an
aggregate of $4,200, past financial consulting services rendered and the joint
and several


                                         -8-

<PAGE>


agreement among the Investors to make available to the Company a $275,000 line
of credit (the "Line of Credit").

         The Letter Agreement establishing the Line of Credit provides that the
outstanding principal amount drawn down shall bear interest at the rate of 10%
per annum, with principal and interest due on September 30, 1995. To date, the
Company has borrowed the full amount available under the Line of Credit
($275,000). The Line of Credit was not repaid and the Company does not at the
present time have the resources to repay the Line of Credit.


ITEM 5.  OTHER INFORMATION.

         ASSET PURCHASE AGREEMENT WITH MICHAEL ASTOR

         On April 14, 1995, the Company entered into an Asset Purchase
Agreement (the "Agreement") with Michael Astor (who, along with his wife, Susan
Astor, comprise all of the current officers and members of the Board of
Directors of the Company), pursuant to which an entity to be formed by Mr. and
Mrs. Astor (the "Purchaser") agreed to acquire all of the assets and properties
of the Company, including, without limitation, all copyrights, trademarks, trade
names (including the name "Playorena"), accounts receivable, equipment,
inventory, cash and cash equivalents, in exchange for the Purchaser's assumption
of certain liabilities of the Company and the transfer to the Company by Mr. and
Mrs. Astor of 1,041,800 shares of common stock of the Company, $.001 par value
per share (the "Common Stock"), representing all of the Common Stock of the
Company owned by Mr. and Mrs. Astor.  The assets to be transferred and the
liabilities to be assumed had an approximate value of $276,000 and $478,000,
respectively, at November 30, 1995 and $202,018 and $485,223, respectively, at
August 31, 1996.  

         The terms of the Agreement were negotiated on behalf of the Company by
Robert M. Rubin beginning in April 1995.  Mr. Rubin owns 2,923,334 shares of
Common Stock of the Company, representing 22.9% of the issued and outstanding
shares of Common Stock.  In addition, in consideration for a loan made to the
Company by Mr. Rubin in January 1994 and due in September 1995, Mr. Rubin was
granted a first priority security interest in all of the assets of the Company.
As the Company does not presently have the resources to repay the $200,000
principal amount of the secured loan to Mr. Rubin, since September 30, 1995, Mr.
Rubin has had the right to foreclose on his security interest in all of the
assets of the Company. See "Defaults Upon Senior Securities - Loan to the
Company".  Pursuant to the terms of the Agreement, Mr. Rubin will be required,
as the Company's only secured creditor, to release his security interests so
that the Purchaser will obtain title to the Company's assets free and clear of
any liens or encumbrances.

         The Agreement specifically provides that the Company shall retain "all
claims for tax refunds, tax loss carry forwards or carry backs or tax credits of
any kind" applicable to the Company's business prior to the closing of the Asset
Sale.  As of November 30, 1995, the


                                         -9-

<PAGE>


Company has net operating loss carry forwards of approximately $4,900,000 that
expire between 1998 and 2009, and investment tax credit carry forwards of
approximately $16,000, which expire in 1998.  Without future profits by the
Company, such tax losses are of limited or no value.  The Agreement further
specifies that the following liabilities will NOT be assumed by the acquiring
entity:

    (i)  liabilities owed to certain affiliates of the Company, including Mr.
Rubin, estimated to be $878,333 in the aggregate (including $143,333 loaned to
the Company since January 1995);

    (ii) liabilities owed to Solomon & Moskowitz, P.C. and certain other
professionals who have provided services to the Company, estimated to be $40,000
aggregate;

    (iii)amounts owed to the Company's transfer agent and to Standard and
Poors, estimated to be $6,600 in the aggregate;

    (iv) claims made against the Company by shareholders of the Company, none
of which are presently pending or, to the Company's knowledge, threatened;

    (v)  certain fees incurred in connection with compliance with applicable
securities laws; and

    (vi) all liabilities and obligations of the Company arising after the
closing of the Asset Sale.

         The financial statements included in this Quarterly Report for the
fiscal quarter ended as of August 31, 1996, indicate that the Company had
negative working capital of $1,422,193 as of such date and cash flows from
operations of $37,269 for such nine month period.  Based upon the proposed
structure of the transaction set forth in the Agreement, immediately following
the closing of the Asset Sale the Company will have no assets or business but
will retain liabilities estimated to be $875,333, plus possible liabilities with
respect to certain heretofore unasserted claims against the Company.  In light
of the fact that subsequent to the closing the Company will not have any
business or assets with which to generate revenue, the Company will not have any
means to satisfy such liabilities or obligations unless and until the Company is
able to raise additional capital or acquire a profitable business.  The Company
does not presently have any such plans and there can be no assurance that
raising such capital or acquiring a new business will be possible.  If such
capital should become available or such a business should be offered to the
Company, the acquisition is likely to result in immediate and substantial
dilution to the shareholders of the Company.

         Although the Agreement provides for the assumption by the Purchaser
and, indirectly, by Mr. Astor personally, of significant liabilities of the
Company, the Company will remain contingently responsible for the satisfaction
of such liabilities and there can be no assurance that such liabilities will be
satisfied.  The Purchaser will be formed by Mr. and Mrs.


                                         -10-

<PAGE>


Astor for the purpose of acquiring the Playorena assets and continuing the
business on a significantly smaller scale.  Neither the Purchaser nor Mr. Astor
will have sufficient resources to satisfy all of the liabilities to be assumed.

         In order to afford the Company the flexibility to attempt to raise
additional capital and/or acquire another business subsequent to the Asset Sale,
management believes that it would be in the Company's best interest to reverse
split the 15,000,000 shares of Common Stock to be outstanding immediately
subsequent to the Asset Sale (including 3,278,890 pre-split shares to be issued
prior to the closing to Messrs. Rubin, Lawrence Kaplan, Stanley Kaplan and
Jaroslow in consideration for their lending the Company an aggregate of
$143,333, see "Additional Loans From Affiliates of the Company") on a 20 shares
for one share basis so that the number of shares of Common Stock outstanding
immediately subsequent to the reverse stock split will be 750,000.  Increasing
the number of authorized shares of Common Stock will insure that authorized but
unissued shares will be available for stock dividends or stock splits, possible
acquisitions, financings, stock option or purchase plans and other corporate
purposes in the future, without the necessity of further shareholder action. 
Such flexibility will enable the Company's Board of Directors to issue
additional shares of Common Stock without further approval by the shareholders
upon such terms and at such times as the Board may determine.  Holders of the
Common Stock have no preemptive rights to subscribe to such shares.  The Company
currently has no understandings, agreements, plans or commitments that would
involve the issuance of additional shares of Common Stock.

         In light of its decision to divest all of its operations, the Company
is accounting for the historical results of the business as discontinued
operations.  In this regard, in accordance with generally accepted accounting
principals, the Company has an unrecorded gain on disposal at August 31, 1996 of
approximately $224,939, representing the amount by which estimated liabilities
to be assumed exceed estimated value at closing of assets to be divested and
estimated losses through disposal date.  At the time that the Asset Sale is
consummated, the Company will recognize the actual dollar amount of this
unrecorded gain.

         In light of the fact that the Agreement concerns the sale of assets to
an entity controlled by the current directors of the Company, the Board of
Directors had originally relied upon Mr. Rubin, a controlling shareholder of the
Company, to negotiate the transaction on behalf of the Company and the
shareholders.  The Board of Directors subsequently adopted a resolution
ratifying the actions of Mr. Rubin, and authorizing the execution of the
Agreement by Mr. Astor, as Vice President, and the recommendation of the sale to
the shareholders.  The Board of Directors has not retained an independent
financial advisor to pass upon the fairness of the Agreement.

         Obtaining the approval of the holders of not less than 66 2/3% of the
issued and outstanding shares of capital stock of the Company at the Company's
upcoming Special Meeting of Shareholders is a condition precedent to the closing
of the Asset Sale contemplated by the Agreement. The Company is currently
preparing the requisite solicitation/disclosure documentation and will call a
special meeting of the shareholders as soon as possible to obtain


                                         -11-

<PAGE>


such approval.  In addition, as the Agreement requires Mr. and Mrs. Astor to
resign as officers and directors of the Company, in the event that the
transaction is approved by the shareholders, the Company will also request that
the shareholders elect Messrs. Rubin, Romano and Lawrence Kaplan as directors of
the Company.

         Consummation of the Asset Sale does not require the Company to satisfy
any Federal or state regulatory requirements or to obtain any government
approvals.


         ADDITIONAL LOANS FROM AFFILIATES OF THE COMPANY

         In February and March 1995, the Company received loans in the
aggregate amount of $143,333 from three directors of the Company and the father
of a principal shareholder of the Company: (i) Lawrence E. Kaplan - $ 24,416;
(ii) Stanley Kaplan (the father of Andrew Kaplan) - $20,417; (iii) Fred
Jaroslow - $40,500; and (iv) Robert Rubin - $62,000.  The lenders have verbally
agreed to accept an aggregate of 3,278,890 (163,945 shares subsequent to the
reverse stock split) shares of Common Stock as payment in full for such loans. 
Such shares will be issued simultaneously upon receipt of the shares to be
delivered to the Company by Mr. and Mrs. Astor.



                                         -12-

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a) EXHIBITS.

3.1      Certificate of Incorporation, as amended - incorporated by reference
         to Exhibit 3.1 to Registration Statement on Form S-18 (SEC File No.
         33-29561-NY)

3.2      By-Laws - incorporated by reference to Exhibit 3.2 to Registration
         Statement on Form S-18 (SEC File No. 33-29561-NY)

4.1      1989 Incentive Stock Option Plan - incorporated by reference to
         Exhibit 4.3 to Registration Statement on Form S-18 (SEC File No.
         33-29561-NY)

10.1     Amended and Restated Employment Agreement between Company and Fred
         Jaroslow - incorporated by reference to Exhibit 10.1 to Registration   
         Statement on Form S-18 (SEC File No. 33-29561-NY)

10.2     Amended and Restated Employment Agreement between Company and Susan
         Astor - incorporated by reference to Exhibit 10.2 to Registration
         Statement on Form S-18 (SEC File No. 33-29561-NY)

10.2(a)  Amendment to Employment Agreement between Company and Susan Astor
         (Annual Report on Form 10-KSB for fiscal year ended 11/30/93)

10.3     Amended and Restated Employment Agreement between Company and 
         Michael Astor - incorporated by reference to Exhibit 10.3 to
         Registration Statement on Form S-18 (SEC File No. 33-29561-NY)

10.3(a)  Amendment to Employment Agreement between Company and Michael Astor  
         (Annual Report on Form 10-KSB for fiscal year ended 11/30/93)

10.4     Office Lease (Annual Report on Form 10-KSB for fiscal 
         year ended 11/30/93)

10.5     Form of Franchise Agreement - incorporated by reference to Exhibit
         10.6 to Registration Statement on Form S-18 (SEC File No. 33-29561-NY)

10.6     Master Franchise Agreement dated as of November 30, 1989, between the 
         Company and Horikawa Sangyo Kabushiki Kaisha - incorporated by
         reference to Exhibit 10.8 to Registration Statement on Form S-18 (SEC
         File No. 33-29561-NY)


                                         -13-

<PAGE>



10.7     Consulting Agreement dated December 16, 1991 between the Company and 
         Palmer & Moore Ltd. - incorporated by reference to Exhibit 10.8 to 1991
         Annual Report on Form 10-K (SEC File No. 0-18412)

10.8     Revolving 10% Promissory Note (Annual Report on Form 10-KSB for 
         fiscal year ended 11/30/93)

10.9     Form of Agreement and Plan of Reorganization between the Company and
         Kids 'N Things' Inc. (Annual Report on Form 10-KSB for fiscal year
         ended 11/30/93)

10.10    Management Agreement, dated November 9, 1993 between the Company and  
         Bernard Tessler (Annual Report on Form 10-KSB for fiscal year ended 
         11/30/93)

10.10(a) Amendment to Management Agreement, dated January 20, 1994 between the 
         Company and Bernard Tessler (Annual Report on Form 10-KSB for fiscal
         year ended 11/30/93)

10.11    Letter Agreement dated November 18, 1994 (Annual Report on Form 10-KSB
         for fiscal year ended 11/30/94).

10.11(a) Amendment to Letter Agreement dated April 10, 1995 (Annual Report on
         Form 10-KSB for fiscal year ended 11/30/95).

10.12    Asset Purchase Agreement, dated as of March 31, 1995 (Quarterly Report
         on Form 10-QSB for fiscal quarter ended February 28, 1995).

27.1     Financial Data Schedule.

         (b) REPORTS ON FORM 8-K.

         The Company did not file any Current Reports on Form 8-K during its
third fiscal quarter ended August 31, 1996.


                                         -14-

<PAGE>

                                      SIGNATURES

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


                              PLAYORENA INC.



November 7, 1996              By:/s/ MICHAEL ASTOR
                                 -----------------------------------------
                                 Michael Astor
                                 Vice President, Chief Operating 
                                 Officer, Chief Financial Officer 
                                 and Treasurer (as both a duly
                                 authorized officer of the
                                 registrant and the principal 
                                 financial officer or chief
                                 accounting officer of the
                                 registrant)


                                         -15-