SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                                  FORM 10-QSB/A

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934




                          Quarter Ended August 31, 1996

                       Commission File Number 33-24483-NY





                                HEALTH-PAK, INC.
             (Exact name of Registrant as specified in its Charter)



      Delaware                              11-2914841
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification Number)

1208 Broad Street, Utica, NY               13501
(Address of principal executive offices)   (Zip Code)

Same
(Former Address)                           (Zip Code)

                                                  (315) 724-8370
              (Registrant's telephone number, including area code)



Indicate by check mark whether the Registrant (1) has 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 os Shares  outstanding  of each of the  Issuer's  classes of
common stock, as of the latest practicable date.

           Class                               Outstanding at August 31, 1996

Common stock, $0.002 par value                            14,205,372



<PAGE>
























                                      INDEX



Part  I.       Financial information


               Item 1.      Condensed consolidated financial statements:

                            Balance sheet as of August 31, 1996             F-2

                            Statement of income for three months ended
                            August 31, 1996 and 1995                        F-3

                            Statement of cash flows for three months
                            ended August 31, 1996 and 1995                  F-4

                            Notes to condensed consolidated financial
                            statements                                   F-5-10



               Item 2.      Management's discussion and analysis of
                            financial condition



Part II.       Other information



Signatures

<PAGE>

                         HEALTH-PAK, INC. AND SUBSIDIARY

             CONDENSED CONSOLIDATED BALANCE SHEET - AUGUST 31, 1996








                                     ASSETS

Current assets:
  Cash                                                         $      618
  Receivables, trade, net of allowance of $2,000                  270,864
  Inventory (Notes 2 & 3)                                         596,121
  Income tax refund receivable, current                             1,740
  Prepaid expenses                                                 94,747
  Current portion of consulting agreement                           6,667
                                                                 ----------
    Total current assets                                          970,757
                                                                 ----------

Property and equipment (Note 2):
  Machinery and equipment                                         299,178
  Leasehold improvements                                           89,335
  Office equipment                                                 88,874
  Automotive equipment                                             21,021
                                                                ----------
                                                                  498,408
  Less accumulated depreciation                                   175,737
                                                                  -------

                                                                  322,671
                                                                  -------

Other assets:
  Investment in Silver Lake Holdings, Ltd. (Note 4)               130,637
  Deposit in building                                              58,400
  Security deposits                                                   241
  Prepaid consulting agreements, net of current portion
   (Note 7)                                                         3,889
  Deferred offering expenses                                      225,710
  Deferred income taxes (Note 8)                                   89,437
  Cash surrender value, officers' life insurance                   16,139
  Officers' loans                                                   1,150
                                                                 ----------
                                                                  525,603
                                                                 ----------

                                                                $1,819,031
                                                                ==========


                                   LIABILITIES

Current liabilities:
  Current portion of long-term debt (Note 6)                  $   16,227
  Notes payable, bank (Note 5)                                    78,132
  Accounts payable                                               510,336
  Payroll and sales tax payable and accrued expenses              46,182
                                                                ----------
    Total current liabilities                                    650,877
                                                                ----------

Long-term debt, net of current portion (Note 6)                   29,114
                                                                ----------

Commitments (Note 7)

Shareholders' equity:
  Preferred stock A, 9% cumulative convertible, 5,000,000
   shares unauthorized and unissued
  Common stock, .001 par value 2,000,000 shares authorized,
    none issued
  Common stock, .002 par value 20,000,000 shares authorized,
   issued and outstanding 14,265,372                               28,543
  Additional paid in capital                                    1,956,811
  Retained earnings                                           (   846,314)
                                                                ----------
                                                                1,139,040
                                                                ----------

                                                               $1,819,031
                                                               ==========




     See notes to condensed consolidated financial statements.
                                                                            F-2


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENT OF INCOME

                   THREE MONTHS ENDED AUGUST 31, 1996 AND 1995













                                                          1996           1995
                                                          ----           ----

Net sales                                            $  398,078     $  435,565

Cost of sales                                           290,112        305,104
                                                      ----------    ----------

Gross profit                                            107,966        130,461

Selling, general and administrative
 expenses                                               108,317        116,470
                                                      ----------    ----------

Income (loss) from operations                       (       351)        13,991
                                                      ----------     ----------

Other charges:
  Loss on investments                                     5,763
  Interest expense                                        6,950          1,322
                                                      ----------     ----------
                                                         12,713          1,322
                                                      ----------     ----------

Income (loss) before income taxes                   (    13,064)        12,669
                                                     ----------      ----------

Income taxes:
  Current                                          (     3,266)          2,535
                                                     ----------      ----------

Net income (loss)                                 ($    9,798)      $   10,134
                                                     ==========     ==========

Earnings per common and dilutive common equivalent share:

  Primary                                          $     0.00$           0.00
                                                     ==========      ==========

  Fully diluted                                    $     0.00        $   0.00
                                                    ===========       =========

Weighted average number of common shares and dilutive outstanding:

  Primary                                           14,088,706       13,104,797
                                                    ==========       ==========

  Fully diluted                                     14,088,706       13,104,797
                                                    ==========       ==========












     See notes to condensed consolidated financial statements
                                                                           F-3


<PAGE>


                         HEALTH-PAK, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                   THREE MONTHS ENDED AUGUST 31, 1996 AND 1995








                                                           1996          1995
                                                           ----          ----
Operating activities:
  Net income (loss)                                     ($  9,798)     $ 10,134
  Adjustments to reconcile net income to cash provided by
   operating activities:
    Depreciation                                            9,440         8,334
    Amortization                                           10,246         5,667
    Loss on investment                                      5,763
  Changes in operating assets and liabilities:
    Decrease (increase) in accounts receivable             16,061     (  47,648)
    Increase in inventory                               (  24,502)    (  43,017)
    Decrease in income tax refund receivable                              1,805
    Increase in prepaid expenses and interest receivables(  2,366)    (   2,293)
    Increase in accounts payable                            9,525        44,811
    Increase in accrued expenses                            7,027         7,788
    (Increase) decrease in deferred income taxes        (   6,322)        2,535
                                                          --------     --------

    Net cash provided from (used in) operating activities  15,074     (  11,884)
                                                          --------     --------

Investing activities:
  Use of cash:
    Purchase of property and equipment                  (  24,420)   (  25,703)
    Increase in other assets                            (     291)   (     430)
                                                         --------     --------

    Net cash used in investing activities              (  24,711)    (  26,133)
                                                         --------     --------

Financing activities:
  Sources of cash:
    Proceeds from issuance of common stock               35,000
    Increase in notes payable, other                                    20,000
    Proceeds from loan                                   17,236         20,064
  Use of cash:
    Payment of notes payable                          (   2,695)     (     700)
    Payment of current portion of long-term debt      (     878)
    Payment of long-term debt                         (   4,784)     (     885)
    Payment of deferred offering expenses             (  35,000)     (   1,800)
                                                       --------       --------

    Net cash provided from financing activities           8,879         36,679
                                                       --------       --------

Net decrease in cash                                 (     758)     (   1,338)

Cash, beginning of period                                1,376           1,494
                                                       --------       --------

Cash, end of period                                   $    618        $    156
                                                       ========       ========

Supplemental  disclosures and cash flow  information: 
 Cash paid during the year
 for:

    Interest                                          $  6,950        $  1,322
                                                       ========       ========
    Income taxes                                      $      0       $      0
                                                      =========       ========

Supplemental schedule of non-cash investing 
and financing activities:
   Issuance of common stock for equity interest
    in Silver Lake Holding, Ltd.                      $136,400       $      0
                                                      ========        ========







     See notes to condensed consolidated financial statements.
                                                                            F-4





<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED AUGUST 31, 1996
                                   (Unaudited)





    The accompanying  unaudited condensed consolidated financial statements have
    been prepared in accordance with generally  accepted  accounting  principles
    for interim financial information and with the instructions to Form 10-Q and
    Rule 10-01 of Regulation  S-X.  Accordingly,  they do not include all of the
    information  and  footnotes  required  by  generally   accepted   accounting
    principles for complete financial statements.  In the opinion of management,
    all adjustments  (consisting of only normal recurring  accruals)  considered
    necessary for a fair presentation have been included.  Operating results for
    the three month period ended August 31, 1996 are not necessarily  indicative
    of the results that may be expected  for the year ending May 31,  1997.  For
    further  information  refer to the  consolidated  financial  statements  and
    footnotes  thereto  incorporated by reference in the Company's Annual Report
    on Form 10-K for the year ended May 31, 1996.




1.  Nature of business:

    Health-Pak, Inc. is a manufacturer and distributor of disposable paper
    products for use in serviced-related industries, primarily the medical
    and hospital industry.


2.  Summary of significant accounting policies:

    Revenue recognition:
       The  Company  maintains  its books and  records on the  accrual  basis of
       accounting,  recognizing revenue when goods are shipped and expenses when
       they are incurred.

    Inventories:
       Inventories are stated at the lower of cost or market. Cost is determined
       by the first-in, first-out method (FIFO).

    Property and equipment:
       Property and equipment are stated at cost.  Depreciation  of property and
       equipment is provided  using the straight  line method over the following
       useful lives:
                                                                      Years
           Machinery and equipment                                     10
           Leasehold improvements                                  19 and 31-1/2
           Automotive equipment                                           5
           Office equipment                                              10












                                                                            F-5


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED AUGUST 31, 1996
                                   (Unaudited)




2.  Summary of significant accounting policies (continued):

    Expenditures for major renewals and betterments that extend the useful lives
    of the property and equipment are capitalized.  Expenditures for maintenance
    and repairs are charged to expense as incurred.

    Investment in Silver Lake:
     The Company owns 10% of the stock of Silver Lake and carries its investment
     in the equity method of accounting.

    Per share amounts:
      Net  earnings  per share are  computed  by  dividing  net  earnings by the
      weighted average number of shares of common stock  outstanding  during the
      period.  Fully diluted and primary  earnings per common share are the same
      amounts for the period presented.


3.  Inventories:

    Inventories consist of:
                                         August 31, 1996          May 31, 1996
                                          ---------------          ------------

        Raw materials                      $375,556                  $372,753
        Finished goods                      220,565                   198,866
                                           --------                  --------

                                           $596,121                  $571,619
                                           ========                  ========


4.  Investment:

    On June 23,  1995,  the Company  issued  200,000  shares of common  stock to
    Silver Lake Holding  Company,  Inc. to purchase a 10% interest in the issued
    and outstanding  common stock of Silver Lake Holding Company,  Inc. The fair
    market value of the investment was $136,400.

    The value of the stock  contributed  by the Company was based on the average
    market  value of the stock  traded from June 1, 1995 to December  31,  1995.
    This investment is accounted for under the equity method of accounting.  For
    the three  months  ended  August 31,  1996,  the Company  recorded a loss of
    $5,763 for the period.


5.  Notes payable, bank:

    The Company has its disposal a line of credit at Marine  Midland  Bank.  The
    note is due on demand and carries  interest at prime + 1.5%.  Inventory  and
    accounts receivable are pledged as security. The note is also secured by the
    personal  guarantees of Anthony  Liberatore and Alfred Zennamo to the extent
    of $50,000 in total.  As of August 31,  1996 the  balance due on the line of
    credit was $78,132.







                                                                            F-6


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED AUGUST 31, 1996
                                   (Unaudited)






6.  Long-term debt:
                                                 Rate    Amount   Maturity

      Note payable, Key Credit             (a)    12%  $ 3,266   May, 1998
      Note payable, Manifest Group         (b)    10%   23,124   July, 1999
      Note payable, H.E.P Leasing Co.      (c)    10%    2,571   February, 1997
      Note payable, Waste Mgmt. of N.Y.    (d)    10%    7,220   November, 1998
      Note payable, Business Services, Co. (e)    10%    2,819   January, 1998
      Note payable, Resource Capital Corp. (f)    10%    6,341   March, 2000
                                                       -------
                                                        45,341
      Less current portion                              16,227
                                                        ------

                                                       $29,114
                                                       =======



      (a)     Note payable is collateralized by equipment with a cost of $5,690.
              The note is payable in installments of $223 per month, including
              interest.

      (b)    Note payable is collateralized by equipment with a cost of $20,064.
             The note is payable  in  installments  of $410 per month  including
             interest.

      (c)    Note payable is collateralized by equipment with a cost of $11,279.
             The note is payable  in  installments  of $580 per month  including
             interest.

      (d)    Note payable is collateralized by equipment with a cost of $11,923.
             The note is payable  in  installments  of $240 per month  including
             interest.

      (e)    Note payable is  collateralized by equipment with a cost of $7,688.
             The note is payable  in  installments  of $184 per month  including
             interest.

      (f)     Note payable is collateralized by equipment with a cost of $6,796.
              The note is payable in installments of $170 per month including
              interest.


      Maturities of long-term debt as of August 31, 1996 are as follows:

                            Year                                     Amount

                     August 31, 1997                                $16,227
                     August 31, 1998                                 12,952
                     August 31, 1999                                  9,286
                     August 31, 2000                                  6,876
                                                                    -------

                                                                    $45,341
                                                                    =======





                                                                            F-7


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED AUGUST 31, 1996
                                   (Unaudited)








7.  Commitments:

    Commencing  August 1, 1993, the Company  entered into a lease agreement with
    the Utica Industrial  Development  Corporation for  manufacturing and office
    space of  approximately  43,500 square feet. The term of this lease was from
    August 1, 1993 to April 30,  1994 at a monthly  $7,500.  The  Company had an
    option to purchase  the facility  for  $600,000  which  expired on April 30,
    1994.  The lease was  automatically  extended for an  additional  three year
    period for $9,500, with payments beginning in August, 1995.

   Rent charged to August 31,  1996 and May 31,  1996 was  $28,500  and  $99,000
   respectively.

    Consultant contracts:

    The  Company  entered  into  a  three  year  investment  banking  consulting
    agreement on December 31, 1994. The Company issued 1,000,000 shares of $.002
    par  common  shares and used a discount  valuation  of $.002 per share.  The
    consultant  is to act as a  placement  agent  for  Health-Pak,  Inc.  on all
    private placements or secondary offerings. Services commenced as of April 1,
    1995. The agreement is being amortized over thirty six months.

    In addition,  the Company  also issued  4,500,000  stock  options at various
    exercised  prices.  As of  August  31,  1996,  1,100,000  options  have been
    exercised as follows:


                           Number of options                Exercise price

                               600,000                            .10
                               200,000                            .25
                               300,000                            .35


      The Company entered into a public relations  consulting agreement on March
      10, 1995. The agreement has a thirty month term and services  commenced on
      June 11, 1995. The Company issued 1,750,000 shares of $.002 par per common
      shares plus an  additional  17,242  shares of common  stock as part of the
      original  agreement  that in addition  to the  1,750,000  shares,  250,000
      shares are to be issued at a rate of 8,621  shares per month over the next
      twenty nine months.  A valuation  of $.02 per share was used.  The Company
      withdrew from the consulting  agreement in August and no other shares were
      issued.  In addition,  advances  made to the Company and on the books as a
      notes  payable,  other,  were  reclassified  as payment  for common  stock
      already issued.









                                                                            F-8


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED AUGUST 31, 1996
                                   (Unaudited)






8.  Income taxes:

    The components of income tax expense (benefit) for August 31, 1996 and 1995:

    A  reconciliation  of income tax expense  (benefit) at the statutory rate to
    income tax expense (benefit) at the Company's effective rate is as follows:

                                                       August 31      August 31
                                                          1996           1995

         Computed (benefit) expense at expected
           statutory rates                             ($4,536)        $3,775
         Surtax exemption                                2,000        ( 1,900)
         State tax expense (benefit)                   (   730)           660
                                                        ------         ------

         Income tax expense (benefit)                  ($3,266)        $2,535
                                                        ======         ======


    The effective statutory rate for 1996 was 34% for federal tax purposes.

    As  of May 31, 1996, the Company has available,  for tax reporting purposes,
        net operating loss carryovers of approximately  $394,000 which expire in
        2009.

    Effective  June 1, 1993, the Company has adopted the Statements of Financial
    Accounting Standards No. 109 ("SFAS No. 109"), Accounting for Income Taxes,"
    which applies a balance  sheet  approach to income tax  accounting.  The new
    standard   required  the  Company  to  reflect  on  its  balance  sheet  the
    anticipated  tax impact of future taxable  income or deductions  implicit in
    the  balance  sheet in the form of  temporary  differences.  The Company has
    reflected  certain  future  tax  benefits  on its  balance  sheet  from  the
    realization  of the  carryover of the current  years net  operating  loss to
    anticipated  future earnings.  The cumulative effect as of June 1, 1993, the
    date of the adoption of SFAS No. 109, was  immaterial.  As permitted by SFAS
    No. 109, prior year's financial statements have not been restated.

    Deferred  income  taxes  are a result  of timing  differences  arising  from
    depreciation  reported  for tax purposes in periods  different  than for tax
    purposes.


9.  Related party transactions:

    Officers  loans  are  unsecured  and  non-interest  bearing.  Officers  have
     indicated that they will not be repaid in the current year.









                                                                            F-9


<PAGE>



                         HEALTH-PAK, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       THREE MONTHS ENDED AUGUST 31, 1996
                                   (Unaudited)








10.  Subsequent events:

        The Company is in the  process of  purchasing  a 65% equity  interest in
        Protective  Apparel,  LLC, a company  operating in the disposal  apparel
        business. The LLC in turn is expected to purchase a continuing business,
        Scherer  Healthcare,  LTD,  d/b/a  Protective  Disposal  Apparel.  As of
        October 28, 1996 the balance sheet of the LLC was as follows:


                                     ASSETS

              Current assets:
                 Accounts receivable                                $263,371
                 Inventory                                           308,469
                                                                     -------
                    Total current assets                             571,840
                                                                     -------

              Security deposits                                        1,500
                                                                       -----

                    Total assets                                    $573,340
                                                                    ========


                         LIABILITIES AND MEMBERS' EQUITY

              Current liabilities:
                 Accounts payable                                   $318,943
                                                                    --------
                    Total current liabilities                        318,943
                                                                     -------

              Members' capital                                       254,397
                                                                     -------

                    Total liabilities and members' equity           $573,340
                                                                    ========


       The book value of the assets acquired from the subsidiary acquisition, on
       a consolidated  basis,  do not exceed 10% of the combined assets required
       by the significant subsidiary test of Regulation S-X Rule 210.1-02 (w).

















                                                                         F-10