SECURITIES AND EXCHANGE COMMISSION

                                                     WASHINGTON, D.C. 20549 

                              FORM 10-QSB                          


[X]            QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934
               For the quarterly period ended July 31, 1996

[              ]  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                               4,120,000
Title of Class                                     Number of Shares outstanding
                                                        at July 31, 1996
No exhibits included.


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<TABLE>
<CAPTION>

                                                         PL BRANDS, INC.
                                                   Consolidated Balance Sheets

                                                                     As at                      As at
                                                                April 30, 1996              July 31,1996
ASSETS

CURRENT
<S>                                                          <C>                        <C>               
     Cash                                                    $            4,047         $            2,086
     Accounts receivable                                                386,811                    631,297
     Inventory                                                          143,907                    184,566
     Prepaids                                                             8,429                      8,121
Total Current Assets                                                    543,194                    826,070

FIXED ASSETS

Machinery & Equipment                                        $          709,369         $          702,765
Leasehold Improvements                                                   58,572                     58,027
Office Furniture & Equipment                                             35,882                     35,548
                                                             $          803,823         $          796,340
Less: Accumulated Depreciation                               $          547,827         $          557,015
Total Fixed Assets                                           $          255,996         $          239,325
Total Assets                                                 $          799,190         $        1,065,395

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT
     Bank Indebtedness                                       $          146,843         $          180,446
     Accounts payable                                                   564,332                    785,694
      Total Current Liabilities                              $          711,175         $          966,140

Long Term Liabilities
     Equipment Bank Loan                                     $          214,857         $          209,596
     Amounts received for the issuance of Convertible
       Debentures and Capital Stock                                     203,850                    256,650
     Shareholders' Loan (Note 10)                                       702,978                    702,978
     Total Long Term Liabilities                                      1,121,685                  1,169,224

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)                (1,980,396)
Cumulative Translation Adjustment                                        31,142                     17,241
Total Stockholders' Equity                                   $      (1,033,670)         $      (1,069,969)
Total Liabilities and Stockholders' Equity                   $          799,190         $        1,065,395

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<TABLE>
<CAPTION>

                                                         PL BRANDS, INC.
                                               Consolidated Statements of Earnings

                                                                 For the three              For the three
                                                                 months ending              months ending
                                                                 July 31, 1996              July 31,1995

<S>                                                          <C>                        <C>                
Sales                                                        $            985,969       $           828,389

Cost of Sales                                                $            881,398       $           705,499
Gross Profit                                                 $            104,571       $           122,890

Operating Expenses:
Salaries                                                     $             25,487       $            45,854
Accounting & Legal                                                         21,235                    13,918
Consulting                                                                 20,605                    61,189
Telephone                                                                   7,553                     6,805
Insurance                                                                   1,719                     1,830
Bank Charges & Interest                                                     9,285                     8,579
Travel                                                                      1,295                     9,952
Vehicles                                                                    7,983                     6,171
Offices Expenses                                                            3,644                    30,482
Business Taxes                                                              1,183                         0
Marketing                                                                       0                    10,237
Miscellaneous                                                                   0                     1,238
Debenture Interest                                                              0                    13,820
                                                             $             99,989       $           210,075

Profit (Loss) from Operations                                $              4,582       $          (87,185)

Other Income (Expenses)
Interest Income                                              $                  6       $                 0
Gain (Loss) on Foreign Exchange                                          (12,640)                   (6,542)
Depreciation and Amortization                                            (14,346)                  (13,528)
                                                                         (26,980)                  (20,070)
Net Profit (Loss) for the Period                                         (22,398)                 (107,255)

</TABLE>
                                                               3

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<TABLE>
<CAPTION>

                                                         PL BRANDS, INC.
                                              Consolidated Statements of Cash Flows

                                                                 For the three              For the three
                                                                 months ending              months ending
                                                                 July 31, 1996              July 31,1995

Operating Activities:
<S>                                                          <C>                        <C>                
Net Profit (Loss) For the Period                             $           (22,398)       $         (107,255)
Adjustment to reconcile:
     Depreciation and Amortization                                          9,188                     9,758
     Foreign Currency Translation                                          12,640                     6,542
Change in assets and liabilities affecting cash flows:
     Accounts Receivable                                                (244,486)                 (224,425)
     Inventory                                                           (40,659)                  (23,626)
     Prepaid Expenses                                                         308                         0
     Deposits                                                                   0                  (23,604)
     Accounts  Payable                                                    221,362                   332,559
     Bank Indebtedness                                                     33,603                 (110,483)
Net Cash Provided By Operating Activities                    $           (30,442)       $         (140,534)

Investing Activities:
Purchase of Fixed Assets                                     $              7,483       $           (5,973)
Net Cash Provided By Investing Activities                    $              7,483       $           (5,973)

Financing Activities:
Bank Loan-Equipment                                          $            (5,261)       $           (5,375)
Amounts received for the issuance of convertible
  debentures and capital stock                                             52,800                         0
Proceeds from Shareholder Loan                                                  0                   231,764
Foreign Excahnge Gain (Loss)                                             (12,640)                  (6,5423)
Net Cash Provided By Financing Activities                    $             34,899       $           219,847

Effect of Exchange Rate Changes on Cash                      $           (13,901)       $             (229)

Increase (Decrease) in Cash                                  $            (1,961)       $            73,111

Cash Balance - Beginning                                     $              4,047       $            41,559

Cash Balance - Ending                                        $              2,086       $           114,670

</TABLE>
                                                               4

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                                                PL BRANDS, INC. AND SUBSIDIARIES

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              For The Three Months Ended July 31, 1996 and 1995

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,  1996,  the results of  operations  of the three
months  ended July 31,  1996 and 1995,  and the cash flows for the three  months
ended July 31, 1996 and 1995.  The results of  operations  for the three  months
ended July 31, 1996 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.

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

Overview

             Net  revenues in the three  months  ended July 31, 1996 were higher
than in the 1995 period due to  increased  sales  volume.  Cost of sales for the
three  months ended July 31, 1996 were 89% of sales,  respectively,  compared to
85% for the 1995  periods,  primarily as a result of increases in materials  and
pressures on sales  prices.  Operating  expenses for the three months ended July
31, 1996 were significantly  lower than in 1995 as a result of management's 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, 1996,  the  Company's  working  capital  deficit was
$167,981.  The Company's  working  capital  position was enhanced by the sale of
$52,800 in securities. The Company has also obtained an operating line of credit
from a bank in the amount of $250,000  (CAN).  As of July 31, 1996,  the line of
credit  amount was US  $146,893.  The Company  intends to sell debt or equity to
meet its cash requirements.


                                                               5

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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


                                                               6

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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:         October 1, 1996                              By:  /s/ Robert Brown
              --------------------------                       ----------------
                                                               Robert Brown
                                       Vice President-Administration and Finance
                                                    (chief financial officer and
                                 accounting officer and duly authorized officer)