SECURITIES AND EXCHANGE COMMISSION

                                    WASHINGTON, D.C. 20549    Page 1 of 7
                                                                   Sequentially
                                  FORM 10-QSB                 Numbered Document


[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934
               For the quarterly period ended July 31, 1997

[ ]  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 0-26454

                                     PL BRANDS, INC.
        (Exact Name of Small Business Issuer as specified in its Charter)


            Delaware                                             98-0142664
(State or other Jurisdiction of                                I.R.S. Employer
Incorporation or Organization                               Identification No.)


           10 Planchet Road, Unit 6, Concord, Ontario Canada           CK4 2C8
           (Address of principal executive offices)                  (Zip Code)

                                                         (905) 761-0888
                                                   (Issuer's telephone number)


               Check  whether  the Issuer (1) filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 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

               Indicate 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                           9,143,279
Title of Class                                 Number of Shares outstanding
                                                      at July 31, 1997
No exhibits included.


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<TABLE>
<CAPTION>

PL BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
                                                                    As At                             As At
                                                               April 30, 1997                     July 31, 1997
Assets
Current Assets
<S>                                                          <C>                                 <C>              
Cash                                                         $             1,638                 $           1,477
Accounts Receivable                                          $           431,053                 $         509,923
Inventory                                                    $           241,543                 $         292,005
Prepaid Expenses                                             $             7,070                 $           7,076
                                                             -------------------                 -----------------
                 Total Current Assets                        $           681,304                 $         810,481
                                                             -------------------                 -----------------

Fixed Assets
Machinery & Equipment                                        $           713,442                 $         706,311
Leasehold Improvements                                       $            57,080                 $          57,125
Office Furniture & Equipment                                 $            34,968                 $          34,995
                                                             -------------------                 -----------------
                                                             $           805,490                 $         798,431
Less: Accumulated Depreciation                               $           592,082                 $         601,322
                                                             -------------------                 -----------------
                 Total Fixed Assets                          $           215,408                 $         197,109
                                                             -------------------                 -----------------

                 Total Assets                                $           896,712                 $       1,007,590

Liabilities and Stockholders' Equity
Current Liabilities
Bank Indebtedness                                            $           151,212                 $         223,433
Accounts Payable                                             $           584,939                 $         621,547
                                                             -------------------                 -----------------
                 Total Current Liabilities                   $           736,151                 $         844,980
                                                             -------------------                 -----------------

Long Term Liabilities
Equipment Bank Loan                                          $           170,750                 $         126,367
                                                             -------------------                 -----------------
                 Total Long Term Liabilities                 $           170,750                 $         126,367
                                                             -------------------                 -----------------

Stockholders' Equity
Common Stock: $.001 par value,
        20,000,000 authorized                                $             9,143                 $           9,143
Additional Paid-in Capital                                   $         2,128,906                 $       2,128,906
Accumulated Deficit                                          $       (2,224,603)                 $     (2,176,313)
Cumulative Translation Adjustment                            $            76,365                 $          74,507
                                                             -------------------                 -----------------
                 Total Stockholders' Equity                  $          (10,189)                 $          36,243
                                                             -------------------                 -----------------

        Total Liabilities and
                 Stockholders' Equity                        $           896,712                 $       1,007,590

</TABLE>

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<TABLE>
<CAPTION>


PL BRANDS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
UNAUDITED
                                                                For the three                       For the three
                                                                months ending                       months ending
                                                                July 31, 1997                       July 31, 1996
                                                                -------------                       -------------

<S>                                                            <C>                               <C>              
Sales                                                          $         592,682                 $         985,969

Cost of Sales                                                  $         486,945                 $         881,398
                                                               -----------------                 -----------------

Gross Profit                                                   $         105,737                 $         104,571
                                                               -----------------                 -----------------

Operating Expenses:
Salaries                                                       $          26,895                 $          25,487
Accounting & Legal                                             $           3,357                 $          21,235
Consulting                                                     $           1,624                 $          20,605
Telephone                                                      $           4,304                 $           7,553
Insurance                                                      $               0                 $           1,719
Bank Charges & Interest                                        $           5,783                 $           9,285
Travel                                                         $               0                 $           1,295
Vehicles                                                       $           1,924                 $           7,983
Office Expenses                                                $           3,261                 $           3,644
Business Taxes                                                 $               0                 $           1,183
Bad Debts                                                      $               0                 $               0
Marketing                                                      $               0                 $               0
Debenture Interest                                             $               0                 $               0
                                                               -----------------                 -----------------
                                                               $          47,148                 $          99,989
                                                               -----------------                 -----------------

Profit (Loss) from Operations                                  $          58,589                 $           4,582
                                                               -----------------                 -----------------

Other Income (Expenses)
Interest Income                                                $               0                 $               6
Gain (Loss) on Foreign Exchange                                $             321                 $        (12,640)
Depreciation and Amortization                                  $        (10,620)                 $        (14,346)
                                                               -----------------                 -----------------
                                                               $        (10,299)                 $        (26,980)
                                                               -----------------                 -----------------

Net Profit (Loss) For The Period                               $          48,290                 $        (22,398)


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</TABLE>

<PAGE>

<TABLE>
<CAPTION>


PL BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
                                                               For the three                     For the three
                                                               months ending                     months ending
                                                               July 31, 1997July 31, 1996

Operating Activities
<S>                                                            <C>                               <C>              
Net Profit (Loss) For The Period                               $          48,290                 $        (22,398)
Adjustment to reconcile:
          Depreciation and Amortization                        $          11,240                 $           9,188
          Foreign Currency Translation                         $           (321)                 $          12,640
Change in Assets and Liabilities affecting cash flows:
          Accounts Receivable                                  $        (78,870)                 $       (244,486)
          Inventory                                            $        (50,462)                 $        (40,659)
          Prepaid Expenses                                     $             (6)                 $             308
          Accounts Payable                                     $          36,608                 $         221,362
          Bank Indebtedness                                    $          72,221                 $          33,603
                                                               -----------------                 -----------------
Net Cash Provided By Operating Activities                      $          38,700                 $        (30,442)
                                                               -----------------                 -----------------

Investing Activities:
Purchase of Fixed Assets                                       $           7,059                 $           7,483
                                                               -----------------                 -----------------
Net Cash Provided By Investing Activities                      $           7,059                 $           7,483
                                                               -----------------                 -----------------

Financing Activities:
Bank Loan-Equipment                                            $        (44,383)                 $         (5,261)
Amts rec'd for deb & stock issuance                            $               0                 $          52,800
Shareholder Loan                                               $               0                 $               0
Additional Paid In Capital                                     $               0                 $               0
Common Stock                                                   $               0                 $               0
Foreign Exchange Gain (Loss)                                   $             321                 $        (12,640)
                                                               -----------------                 -----------------
Net Cash Provided By Financing Activities                      $        (44,062)                 $          34,899
                                                               -----------------                 -----------------

EFFECT OF EXCHANGE RATE CHANGES
    ON CASH                                                    $         (1,858)                 $        (13,901)
                                                               -----------------                 -----------------


INCREASE (DECREASE) IN CASH                                    $           (161)                 $         (1,961)

CASH BALANCE-BEGINNING                                         $           1,638                 $           4,047

CASH BALANCE-ENDING                                            $           1,477                 $           2,086


</TABLE>
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<PAGE>




                                           PL BRANDS, INC. AND SUBSIDIARIES

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             For The Three Months Ended July 31, 1997 and 1996

NOTE 1 - UNAUDITED INTERIM FINANCIAL INFORMATION

             The unaudited  interim financial  statements are unaudited,  but in
the  opinion  of  the  management  of  the  Company,  contain  all  adjustments,
consisting of only normal  recurring  accruals,  necessary to present fairly the
financial  position at July 31,  1997,  the results of  operations  of the three
months  ended July 31,  1997 and 1996,  and the cash flows for the three  months
ended July 31, 1997 and 1996.  The results of  operations  for the three  months
ended July 31, 1997 are not necessarily  indicative of the results of operations
to be expected for the full fiscal year ended April 30, 1998.  Reference is made
to the Company's Form 10- KSB.

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

Overview

             Net  revenues  in  the  three  months  ended  July  31,  1997  were
significantly  lower  than in the 1996  period  due to lower  sales  volume,  as
contrasted with a very strong first quarter of 1996. Cost of sales for the three
months ended July 31, 1997 were 82% of sales, respectively,  compared to 89% for
the 1996 periods,  primarily as a result of increases in materials and pressures
on sales prices in 1996.  Operating expenses for the three months ended July 31,
1997 were significantly lower than in 1996 as a result of management's continued
cost cutting efforts.

             The Company is not expected to become profitable,  if at all, until
sales grow  sufficiently  (of which  there can be no  assurance)  to support the
administrative burden.  Consulting fees were paid for professional  consultants,
not affiliated with the Company,  regarding  private label  products,  obtaining
customers, and potential acquisitions of private label product lines.

Liquidity

             As of July 31, 1997,  the  Company's  working  capital  deficit was
$34,499. The Company has obtained an operating line of credit from a bank in the
amount of $250,000  (CAN). As of July 31, 1997, the line of credit amount was US
$126,367.  The  Company  intends  to  sell  debt or  equity  to  meet  its  cash
requirements not met from operations.


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<PAGE>



                                     PART II.  OTHER INFORMATION

Item 1.      LEGAL PROCEEDINGS

             None

Item 2.      CHANGES IN SECURITIES

             None

Item 3.      DEFAULTS UPON SENIOR SECURITIES

             None

Item 4.      SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

             None

Item 5.      OTHER INFORMATION

             None

Item 6.      EXHIBITS AND REPORTS ON FORM 8-K

             (a)   Exhibits:  None


             (b)   Reports on Form 8-K:  None


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<PAGE>



                                                           SIGNATURES

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


Date:January 12, 1998               By:  /s/ Robert Brown
     --------------------------          ----------------
                                           Robert Brown
                                     Vice President Administration and Finance
                                   (chief financial officer and
                                accounting officer and duly authorized officer)


                                                               7

<PAGE>



                                                           SIGNATURES

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


Date: January 12, 1998    By:
                              Robert Brown
                              Vice President-Administration and Finance
                                (chief financial officer and
                          accounting officer and duly authorized officer)


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