UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT
         OF 1934 for the fiscal year ended July 31, 1995

[        ] 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 1-12726

                              WIZ TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)


         Nevada                                         33-0560855
(State or other jurisdiction of                (I.R.S. Employer Identification)
incorporation or organization)
32951 Calle Perfecto, San Juan Capistrano                                92675
(Address of principal executive offices)                           (Zip Code)

Issuer's telephone number:  (714) 443-3000

         Securities Registered Pursuant to Section 12(b) of the Act:

                  Title of each class Name of each exchange on which  registered
             Common Stock,  $.001 par value  American  Stock Exchange - Emerging
             Company Marketplace

         Securities Registered Pursuant to Section 12(g) of the Act: None


         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

         Check if there is no disclosure of delinquent filers pursuant to Item
 405 of Regulation S-B is not contained
herein, and no disclosure will be contained, to the best of Registrant's
 knowledge,  in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB. [X]

         The revenues of the Issuer for the fiscal year ended July 31, 1995 were
$3,680,634.

         The aggregate market value of the voting shares held by  non-affiliates
of the  Registrant,  based upon the closing  sale price of  Registrant's  Common
Stock on October 4, 1995 of $4-5/16, was $13,718,325.  Common Stock held by each
officer and  director of the Issuer have been  excluded in that such persons may
be  deemed to be  affiliates.  This  determination  of  affiliate  status is not
necessarily a conclusive determination for other purposes.

         The number of outstanding  shares of the Registrant's  common shares as
of October 4, 1995 was 8,058,111.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

Transitional Small Business Disclosure Format        Yes           No   X


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                                    PART III


Item 12.  Certain Relationships and Related Transactions



         On  July  31,  1992,  Mar-Jeanne  and  Arthur  Tendler,   officers  and
directors,  loaned $185,000 to the Company at 8% interest due August 1, 1993. In
July 1993 the interest rate on the loan was increased to 10% and the maturity of
the loan was  extended so that  $75,000 was due on or before  December 31, 1993,
and the remainder was due on July 31, 1994. The due date of the remainder of the
loan payable to the Tendlers was extended to June 30, 1995.  Interest of $17,618
and $15,869 accrued,  respectively, in fiscal 1995 and 1994. The loan was repaid
in July 1995 as described in the following paragraph.

         In June and July 1994 the  Company  loaned  to  Mar-Jeanne  and  Arthur
Tendler  $200,000 and to Bruce Gilgen loaned  $32,988 at a rate of 5% per annum.
$25,000 of Mr. Gilgen's debt is represented by a promissory note and the balance
is additional  borrowings and accrued interest.  As of July 31, 1995, the amount
owed by the Tendlers,  including accrued interest,  was $210,930.  This loan was
paid by the cancellation of debt owed by the Company  described in the foregoing
paragraph  to the  Tendlers  in the amount of  $182,741,  and the payment by Mr.
Tendler of  $28,189  in cash for a total of  $210,930  including  interest.  Mr.
Gilgen's note is due June 5, 1996.

         In fiscal 1995 the Company  exchanged  prepaid  legal fees on behalf of
Mar-Jeanne  and  Arthur  Tendler  in the  amount of  $69,596  and in return  the
Tendlers  executed a promissory  note in favor of the Company due July 31, 1996.
This note is non-interest bearing.

         In August 1992, the Company  adopted the 1992 Stock Option Plan,  under
which plan three year non-qualified  options to purchase 100,000 shares at $1.50
per share were granted to each of Mar-Jeanne Tendler,  Arthur Tendler, and Bruce
Gilgen.  These  options were  extended  until August 1997.  In fiscal 1994,  the
Company granted,  under the 1992 Stock Option Plan options,  to purchase 100,000
shares  at a price  of $3.00  per  share,  to each of  Mar-Jeanne  Tendler,  Art
Tendler, and Bruce Gilgen. In each of fiscal 1995 and 1996, the Company granted,
outside the 1992 Stock Option Plan,  three-year options to each of these persons
to  purchase   100,000  shares  at  a  price  of  $3.00  and  $3.25  per  share,
respectively. No options have been exercised to date.

         On August 10,  1991,  the  parents of  Mar-Jeanne  Tendler,  Gerson and
Elaine  Lacoff,  loaned  $15,000 to the Company with interest at 10% for working
capital.  At the  option of the  holder,  accrued  interest  and  principal  are
convertible  into  shares of  Common  Stock at a price of $1.50  per  share.  An
additional  $5,000 and $60,000  were loaned on October 24, 1992 and December 30,
1992 respectively on the same terms. The three loans have been consolidated into
a  single  promissory  note in the  amount  of  $80,000  payable  on  demand  or
convertible into 53,333 shares of Common Stock at the option of the holder, with
interest  payments due on the first day of each  calendar  quarter.  The Company
issued 10,000  additional  shares in connection  with the making of these loans.
Interest of $8,667 and $7,739 was  incurred in the years ended July 31, 1995 and
1994, respectively.

         On April 1, 1994, the Company entered into a consulting  agreement (the
"Consulting   Agreement")  with  Stuart  Wertzberger,   pursuant  to  which  Mr.
Wertzberger  will be  employed  by the  Company as a  consultant  at the rate of
$4,000 per month for 25 months. Mr. Wertzberger will also receive, pursuant to a
covenant  not to compete  for a term of 36 months  described  in the  Consulting
Agreement,  200,000  shares of the  Company's  Common Stock at the rate of 5,556
shares  per  month.  In  order to  provide  for the  release  of  shares  to Mr.
Wertzberger,  the Company and Mr.  Wertzberger  entered into a trust  agreement,
also dated April 1, 1994.

         Effective April 1, 1995, the Company entered into a two-part  agreement
with an unrelated third party to provide financial and investor relations advice
to the  Company in  exchange  for 75,000  shares of the  Company's  unregistered
common  stock.  Due to the  restrictions  on the  access and  salability  of the
shares,  the Company  discounted the value of the shares by 30%. Under the first
part of the agreement, 50,000 shares represented compensation for services to be
rendered from April 1, 1995 to April 30, 1997.  As of July 31, 1995,  $66,150 of
services not yet rendered was included in services  receivable  for common stock
issued.  Under the  second  part of the  agreement,  25,000  shares  represented
consideration  under a covenant not to compete for the three-year  period ending
March 31, 1997.  Those shares will remain  restricted until the end of the term.
The covenant not to compete

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<PAGE>



is being  amortized using the  straight-line  method over the three-year term of
the agreement.  Amortization expense related to this covenant for the year ended
July 31, 1995 was $4,375.

         On August 8, 1994, the Company loaned to James M. Duarte, legal counsel
to the Company,  $150,000 (the "Loan"),  payable at a rate of $25,000 per month,
with no  interest,  commencing  30 days from the date of  registration  with the
Securities  and Exchange  Commission of Mr.  Duarte's  186,364  shares of Common
Stock,  provided such registration  occurred not later than October 31, 1994. As
consideration  for the Loan and subsequent loans in the amount of $175,000 for a
total of $325,000,  Mr.  Duarte  agreed to sell not more than 50,000  shares per
month unless otherwise  consented by the Company.  Said limitation on the number
of shares  sold by Mr.  Duarte  was not to apply,  however,  if the price of the
Company's  Common  Stock  increased to $5.00 per share or decreased to $1.50 per
share or if the stock was not  registered  and freely  tradeable  by October 31,
1994.  The  shares  were  not  registered  by  October  31,  1994.  The Loan was
collateralized  by Mr.  Duarte's pledge of 100,000 shares of the Company and was
repaid by December 1995 by an unrelated third party who acquired the shares from
Mr. Duarte.

         The Company has a $100,000 certificate of deposit at Mariners Bank, 
which collaterlizes a personal
obligation of Mar-Jeanne and Arthur S. Tendler.  The underlying obligation is 
due in February 1997.


         Mr. Woods was elected to the board of Directors in March 1996 in
connection with the acquisition of Q&A
Sales Marketing, Inc.  Mr. Woods is Chairman and C.E.O. of Digital Systems 
Research Inc., which was the majority
shareholder of Q&A Sales Marketing, Inc.

         Management  believes the terms of the  foregoing  transactions  were no
less  favorable to the Company than would have been  obtained  from  independent
third parties for similar transactions.


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<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused this amended report to be signed on its behalf by
the undersigned, thereunto duly authorized, on October 30, 1996.


                                                           WIZ TECHNOLOGY, INC.


                                                        By:    /s/ M. J. Tendler
                                                                  M. J. Tendler
                                                         Chief Executive Officer




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