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 January 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                     LK4 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


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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

           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                 4,120,000
---------------------------------- --------------------
Title of Class                         Number of Shares outstanding
                                   at January 31, 1997


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<TABLE>
<CAPTION>

                                                  PL BRANDS, INC.
                                            Consolidated Balance Sheets

                                                                     As at                      As at
                                                                April 30, 1996              Jan 31, 1997
ASSETS

CURRENT
<S>                                                          <C>                        <C>               
     Cash                                                    $            4,047         $            6,493
     Accounts receivable                                                386,811                    467,568
     Inventory                                                          143,907                    137,228
     Prepaids                                                             8,429                     10,543
Total Current Assets                                                    543,194                    621,832
FIXED ASSETS

Machinery & Equipment                                        $          709,369         $          719,244
Leasehold Improvements                                                   58,572                     59,388
Office Furniture & Equipment                                             35,882                     36,381
                                                             $          803,823         $          815,013
Less: Accumulated Depreciation                               $          547,827         $          599,324
Total Fixed Assets                                           $          255,996         $          215,689
Total Assets                                                 $          799,190         $          837,521

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
     Bank Indebtedness                                       $          146,843         $          158,670
     Accounts payable                                                   564,332                    542,632
      Total Current Liabilities                              $          711,175         $          701,302

Long Term Liabilities
     Equipment Bank Loan                                     $          214,857         $          182,494
     Amounts received for the issuance of Convertible
       Debentures and Capital Stock                                     203,850                    313,500
     TotalhLongrTermoLiabilities                                      1,121,685                  1,338,972


STOCKHOLDERS' EQUITY

Common Stock:  $.001 par value,
  authorized 20,000,000                                      $            4,120         $            4,120
Additional Paid-In Capital                                              889,066                    889,066
Accumulated Deficit                                                 (1,957,998)                (2,084,347)


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Cumulative Translation Adjustment                                        31,142                   (11,592)
Total Stockholders' Equity                                   $      (1,033,670)         $      (1,202,753)
Total Liabilities and Stockholders' Equity                   $          799,190         $          837,521

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                                              See Accompanying Notes


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<TABLE>
<CAPTION>


                                                  PL BRANDS, INC.
                                       Consolidated Statements of Operations

                                         For the three       For the three     For the nine        For the nine
                                         months ending       months ending     months ending       months ending
                                         Jan 31, 1997        Jan 31, 1996      Jan 31, 1997        Jan 31, 1996

<S>                                     <C>                 <C>               <C>                 <C>            
Sales                                   $        370,262    $      259,102    $      1,945,856    $     1,645,838

Cost of Sales                           $        352,245    $      248,557    $      1,756,004    $     1,473,549
Gross Profit                            $         18,017    $       10,545    $        189,852    $       172,289

Operating Expenses:
Salaries                                $         25,955    $       14,959    $         77,636    $       122,394
Accounting & Legal                                11,542            17,400              53,951             55,907
Consulting                                        26,763                 0              62,865             57,134
Telephone                                          6,056             7,623              21,424             21,270
Insurance                                          1,915             1,315               5,564              5,552
Bank Charges & Interest                            6,644             9,019              23,584             59,850
Travel                                               864             5,398               3,611             19,805
Vehicles                                           5,416             5,742              20,720             25,453
Offices Expenses                                   (820)            23,864              13,198             80,997
Business Taxes                                         3                 0               2,569                  0
Marketing                                              3           (6,488)               1,872              5,587
Miscellaneous                                          0               913                   0              3,862
Debenture Interest                                     0                 0                   0                  0
                                        $         84,341    $       79,745    $        286,994    $       457,811

Profit (Loss) from Operations           $       (66,324)    $     (69,200)    $       (97,142)    $     (285,522)

Other Income (Expenses)
Interest Income                         $              0    $           18    $              6    $           302
Gain (Loss) on Foreign Exchange                  (5,005)             (745)              14,486             28,700
Depreciation and Amortization                   (14,610)           (2,627)            (43,669)            (8,213)
                                                (19,615)           (1,864)            (29,207)           (20,789)
Net Profit (Loss) for the Period                (85,939)          (71,064)           (126,349)          (264,733)



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                                              See Accompanying Notes


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<TABLE>
<CAPTION>


                                                  PL BRANDS, INC.
                                       Consolidated Statements of Cash Flows

                                         For the three       For the three     For the nine        For the nine
                                         months ending       months ending     months ending       months ending
                                         Jan 31, 1997        Jan 31, 1996      Jan 31, 1997        Jan 31, 1996

Operating Activities:
<S>                                     <C>                 <C>               <C>                 <C>            
Net Profit (Loss) For the Period        $       (85,939)    $     (71,064)    $      (126,349)    $     (246,733)
Adjustment to reconcile:
     Depreciation and
    Amortization                                  13,533             2,696              51,497             35,210
     Foreign Currency
    Translation                                    5,005                 0            (14,486)              3,090
Change in assets and liabilities affecting cash flows:
     Accounts Receivable                        (38,284)            24,564            (80,757)            (7,164)
     Inventory                                    34,001            24,050               6,679           (12,169)
     Prepaid Expenses                            (2,216)               114             (2,114)            (2,185)
     Deposits                                          0             9,733                   0            (8,699)
     Accounts Payable                             28,642          (12,564)            (21,700)          (583,697)
     Bank Indebtedness                          (59,215)                 0              11,827                  0
Net Cash Provided By
 Operating Activities                   $      (104,473)    $     (22,471)    $      (175,403)    $     (840,347)

Investing Activities:
Purchase of Fixed Assets                $          1,519    $       11,265    $       (11,190)    $       (9,794)
Net Cash Provided By
 Investing Activities                   $          1,519    $       11,265    $       (11,190)    $       (9,794)

Financing Activities:
Bank Loan-Equipment                     $       (27,566)    $      (9,350)    $       (32,363)    $           840
Convertible Debentures
 and Capital Stock                                     0                 0             109,650          (829,186)
Common Share (conversion)                              0                 0                   0            970,164
Shareholder Loan                                       0            38,269             140,000            666,250
Foreign Exchange Gain (Loss)                     (5,005)                 0              14,486                  0
Net Cash Provided By
 Financing Activities                   $       (32,571)    $       28,919    $        231,773    $       808,068
Effect of Exchange
 Rate Changes on Cash                   $         10,789    $            0    $       (42,734)    $             0
Increase (Decrease) in Cash             $      (124,736)    $       17,713    $          2,446    $      (42,073)
Cash Balance - Beginning                $        131,229    $      128,710    $          4,047    $      (68,924)
Cash Balance - Ending                   $          6,493    $    (110,997)    $          6,493    $     (110,997)
</TABLE>

                                              See Accompanying Notes


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                                         PL BRANDS, INC. AND SUBSIDIARIES

                                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  For The Three and Nine Months Ended January 31, 1996 and 1997

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 January 31, 1997,  the results of  operations  of the three and nine
months  ended  January 31,  1996 and 1997,  and the cash flows for the three and
nine months ended January 31, 1996 and 1997.  The results of operations  for the
three  months  ended  January 31,  1997 are not  necessarily  indicative  of the
results of  operations  to be expected  for the full fiscal year ended April 30,
1997.  Reference is made to the Company's Form 10-KSB,  for the year ended April
30, 1996.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations

     Sales increased in the 1997 periods compared to 1996 due to increased sales
volume.  Gross margin was lower due to increased  prices of materials  which the
Company  was  unable  to recoup  by  raising  prices.  Operating  expenses  were
significantly lower in the 1997 period due to management cost cutting efforts.

Liquidity

     As of January 31, 1997, the Company's  working  capital deficit was 79,740.
The  Company's  working  capital  position was enhanced as compared to April 30,
1997 by the sale of securities and proceeds from a shareholder loan. The Company
has also  obtained  an  operating  line of credit  from a bank in the  amount of
$250,000 (CAN).

     The  Company  anticipates  its need for cash  over the next 12  months  for
general and  administrative  expenses  to be $50,000  per month.  This amount is
expected to be provided from  operations  and provided by private  placements of
debt or equity.  The  Company  has no specific  plans for any  placement  of its
securities.



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                                            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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                                                    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:     March 14, 1997                                  By:  /s/ Robert Brown
                                                               ----------------
                                                                   Robert Brown
                                                                   Vice
                                                                   President
                                                                  Administration
                                                                   and   Finance
                                                                   (chief
                                                                   financial
                                                                   officer   and
                                                                   accounting
                                                                   officer   and
                                                                   duly
                                                                   authorized
                                                                   officer)