FORM 10-Q. - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


[ X ]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934 For the quarterly period ended March 31, 1999  
         
                                       or

[    ]   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 :  1-11586


                                PTI HOLDING INC.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                    13-3590980 
          ---------------                              ---------------
(State or jurisdiction                                (I.R.S. Employer
of incorporation or organization)                     Identification No.)

c/o 15 East North Street, Dover, DE                         19901   
-------------------------------------                  ---------------
(Address of principal executive offices)                 (Zip Code)


                                  (302) 678-0855 
                    ----------------------------------------               
                (Issuer's Telephone Number, Including Area Code)


     Indicate by check marker  whether the  registrant (1) has filed all reports
required to be filed by Sections 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.          X  Yes        No


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDING DURING THE PRECEDING FIVE YEARS :

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a plan 
confirmed by a court.                                 Yes        No


                     APPLICABLE ONLY TO CORPORATE ISSUERS :

     Indicate the number of shares  outstanding of each of the issuer's  classes
of  common  stock,  as of the  latest  practicable  date.  As of May  16,  1999,
4,956,352 shares of the issuer's common equity were outstanding.

         This is the  registrant's  initial  form 10-Q  report,  form 10-QSB was
filed in all applicable preceding quarters.



                          PART I FINANCIAL INFORMATION



ITEM 1.  Financial Statements.
                                                                           Page

Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998       12

Consolidated Statements of Operations for the quarters
ended March 31, 1999 and 1998                                                13

Consolidated Statements of Cash Flows for the quarters                     
ended March 31, 1999 and 1998                                                14

Notes to Consolidated Financial Statements                              15 - 18



ITEM 2.  Management's Discussion and Analysis


         Statements  in this  Quarterly  Report  on  Form  10-Q  concerning  the
Company's  business outlook or future economic  performance,  or other financial
items,  and plans and objectives  related  thereto,  and  statements  concerning
assumptions   made  or  expectations  as  to  any  future  events,   conditions,
performance or other matters, are  "forward-looking  statements" as that term is
defined  under the  Federal  Securities  Laws.  Forward-looking  statements  are
subject  to risks,  uncertainties  and other  factors  that could  cause  actual
results to differ materially from those stated in such statements.

         PTI Holding Inc.  (the  "Company"),  formerly  known as Aerial  Assault
Inc., was incorporated  under the laws of Delaware in March 1990. Until February
28, 1994,  the Company was engaged in the business of designing,  developing and
marketing distinctive,  high-performance men's athletic footwear for basketball,
and related apparel  bearing the Company's name and logo. The Company  commenced
sales in February 1992.

         On March 1, 1994, the Company acquired  Foam-O-Rama,  Inc. ("Foam"),  a
New York  corporation  which was  principally  engaged  in the  business  of the
design,  marketing and sale of bicycle helmets,  by merging it with and into the
company's   wholly-owned   operating   subsidiary,    Protective    Technologies
International  Inc.,  a New  York  corporation  ("PTI"),  pursuant  to a  Merger
Agreement and Plan of Reorganization dated February 14, 1994 among PTI, Foam and
Foam's  shareholders.  From and after  March 2, 1994,  Foam had no  separate  or
independent existence, having been merged into PTI. For purposes of the transfer
of the economic  benefits and risks of such transaction and the ongoing business
of Foam,  the  acquisition  was  deemed to have  occurred  as of the  opening of
business on January 1, 1994.

         On August 5, 1997, the Company consummated the merger (the "Merger") of
Flents  Products  Co.,  Inc., a New York  corporation  ("Flents-NY"),  which was
principally  engaged in the business of the  manufacture of wax earplugs and the
marketing and sale of earplugs and other safety and medical supplies, such as an
eye drop delivery system,  styptic devices,  and air-filter masks, with and into
the Company's  wholly owned  subsidiary,  Flents  Products Co., Inc., a Delaware
corporation  ("Flents"),  pursuant to an Agreement  and Plan of Merger among the
Company,  Flents and Flents-NY.  For purpose of accounting,  the acquisition was
effective as of the opening of business on June 1, 1997,  and has been accounted
for as a purchase. Flents delivered at closing an aggregate merger consideration
of  approximately  $4.8 million.  On October 5, 1998, in accordance with certain
provisions  of the  Flents  transaction,  an  additional  54,846  shares  of the
company's common stock were issued to the original shareholders of Flents.



         On May 12, 1998, Flents acquired certain assets of the Comfees division
of Magnivision,  a subsidiary of American Greetings Corporation,  for a purchase
price  of  approximately  $1,700,000.  The  Comfees  division  manufactures  and
distributes  contact lens cases,  liquid dispensers,  medicine droppers,  finger
splints and ear  protectors,  among other health and beauty care items.  Comfees
products  are sold  through  several mass  merchandisers,  including  K-Mart and
Target.

         On April 14, 1999, Flents  consummated an Asset Purchase Agreement with
Karlen Manufacturing, Inc. ("Karlen") and certain shareholders providing for the
acquisition of  substantially  all of the operating net assets (other than cash)
of Karlen for approximately $17,750,000. The Karlen operation, which is based in
Michigan, is in the business of manufacturing,  marketing and selling,  personal
health and beauty care items,  including some products  similar to those sold by
Flents.  It operates  from a rented  facility in Michigan.  In 1998,  Karlen had
revenues of approximately $12,000,000.

         Flents has financed the  acquisition of Karlen and its working  capital
needs through a variety of sources.

         Flents has to entered into a Revolving  Credit,  Term Loan and Security
Agreement with PNC Bank providing for a three-year  term loan of $4,000,000 with
interest  at the bank's  base rate plus .75% and a line of credit of  $6,000,000
with  interest  at the bank's  base rate plus .25%.  Flents  pledged  all of its
assets as security for this financing.

         Flents has also borrowed  $8,000,000  from The 1818 Mezzanine Fund (the
"Fund"),  an affiliate of Brown Brothers Harriman and Co. The loan is due in its
entirety in six years and provides for interest at 12% per year.  Such loan from
the Fund entitles the Fund, through a warrant, to acquire shares of common stock
(for  a  nominal  amount)  that  will  constitute  after  exercise  22%  of  the
outstanding shares of common stock of Flents.

         Flents has also sold, for  $1,800,000,  shares of its common stock that
constitutes 18% of Flents' common stock assuming exercise of the Fund's warrant.
The  purchasers  are two  individuals,  both are  directors  and officers of the
Company. A fairness opinion has been obtained to support the purchase price paid
by these two directors.

         In addition,  the Company has contributed $1,000,000 in cash to Flents'
capital,  lent an  additional  $1,000,000  to Flents' and  assumed a  three-year
promissory note  representing part of the purchase price to Karlen in the amount
of  $1,000,000  with interest at 12% per year.  The Company has also  guaranteed
repayment of Flents' loans from PNC Bank.

         After the sale of shares to the two officers and exercise of the Fund's
warrant,  the Company will hold 60% of the outstanding shares of common stock of
Flents.

         In order to finance the Company's  contributions to Flents' acquisition
of Karlen and PTI's  working  capital  needs,  PTI has entered  into a Revolving
Credit,  Term  Loan  and  Security  Agreement  with  PNC  Bank  providing  for a
three-year  term loan of  $3,000,000  with interest at the bank's base rate plus
 .75% and a line of credit of  $22,000,000  with interest at the bank's base rate
plus .25% interest.  Upon the closing of such financing,  the Company has repaid
its previous  outstanding  bank financing in full. PTI pledged all of its assets
as security for this  financing.  The company has also  guaranteed  repayment of
PTI's loans from PNC Bank.

         The closing of the acquisition occurred during April 1999.

              Three Months ended March 31, 1999 as compared to the
                       Three Months ended March 31, 1998

         The Company's net sales were $16,120,849 during the first quarter ended
March 31, 1999,  an increase of 37% from net sales of  $11,745,977  for the same
period in 1998. The 37% sales increase from 1998 to 1999 resulted  predominantly
from the following:

o  Increased sales to existing  customers through the addition of new
   helmet  models,  from  increased  market  share at the  expense of
   competitors.
o  Increased sales in existing models due to growth in the overall helmet market
o  Increased sales of the Company's bicycle and bicycle accessory products.
o  The addition of new retail outlets for the Company's products.
o  Introducing new accessory product lines.
o  The Company's  license  arrangements  with Hasbro, Inc. and Spice Girls 
   Limited,  Inc. to manufacture  and market helmets, bicycles and bicycle 
   accessories  under the  PlayskoolTM , Tonka,TM and Spice  GirlsTM brand
   names,  and with Mattel, Inc. to manufacture and market helmets under the 
   Barbie,(TM) name.
o  An increase in sales of the Flents subsidiary. Sales for the first
   quarter ended March 31, 1999 from Flents were $2,274,617, compared
   to sales of $1,856,113  for the same period in 1998.  The increase
   primarily  results from sales from the  acquisition  of Comfees in
   May 1998.
        

         The cost of sales for the quarter ended March 31, 1999 was  $11,511,592
(resulting in a gross profit margin of 29%),  compared to the Company's  cost of
sales for the quarter ended March 31, 1998 of  $8,054,509  (resulting in a gross
profit  margin  of 31%).  Although  Flents'  gross  profit  margin  contribution
approximated  45% in 1999 and 48% in 1998,  the 3% decrease in the  consolidated
gross  profit  margin is  primarily  related to an increase in bicycle  sales in
1999, a lower margin product line.

     Selling,  general and  administrative  expenses for the quarter ended March
31,  1999 were  $3,508,369  compared  to  selling,  general  and  administrative
expenses of $2,381,616 for the quarter ended March 31, 1998. SG&A expenses, as a
percentage  of sales were 22% and 20% for the quarters  ended March 31, 1999 and
1998,  respectively.  The increased selling, general and administrative spending
in the first quarter of 1999 was  primarily  due to the higher costs  associated
with the  expansion  of the  helmet,  bicycle and  bicycle  accessory  business,
coupled  with an  increased  percentage  of  sales  from  licensed  products,the
acquisition  of Comfees,  installation  of new systems and the higher  costs for
human resources.

     The Company had a net income of  $485,063  for the quarter  ended March
31, 1999  compared to the  Company's  net income for the quarter ended March 31,
1998 of $732,265.


Liquidity and Capital Resources 


         The Company has satisfied its capital requirements through the proceeds
of its initial public offering of securities,  which resulted in net proceeds of
approximately  $3,800,000,  through  the  proceeds of a  Regulation  'S' private
placement in November 1994,  which  resulted in gross proceeds of  approximately
$751,875,  through the exercise of certain outstanding options held by employees
and consultants of the Company,  which resulted in net proceeds of approximately
$530,000,  through internal cash flow,  through the Company's credit  facilities
described  elsewhere in  "Management's  Discussion and Analysis" and through the
exercise  of public  warrants  in 1997,  which  resulted  in gross  proceeds  of
approximately $3,002,000.

         The  Company's  working  capital at March 31, 1999 was  $10,965,257  as
compared to $10,320,370 at December 31, 1998.

         The cash flows of the Company have  fluctuated due to the impact of net
income and losses, capital spending, working capital requirements,  the issuance
of common stock and other  financing  activities.  The Company expects that cash
flows in the near  future  will be  primarily  determined  by the  levels of net
income, working capital requirements,  and financings, if any, undertaken by the
Company.  Net cash  increased  (decreased)  by $616,362  and  $(302,126)  in the
quarters ended March 31, 1999 and 1998, respectively.

         Net cash (used in) provided by operating  activities was $1,955,203 and
$(4,493,785)  in the quarters ended March 31, 1999 and 1998,  respectively.  Net
income was $485,063 and $732,265 for the same periods, respectively.

         Net cash  provided by (used in) investing  activities  was $120,961 and
$(2,120,569)  in the quarters ended March 31, 1999 and 1998,  respectively.  Net
cash used in investing  activities included capital expenditures of $271,500 and
$1,258,309  in  these   periods,   respectively,   primarily  for  computer  and
manufacturing equipment.

         Net cash provided by (used in)  financing an activity was  $(1,459,802)
and  $6,312,228  in the  quarters  ended March 31, 1999 and 1998,  respectively.
During the three months ended March 31, 1999 and 1998 proceeds (repayments) from
the bank loan were $(1,459,802) and $6,369,227, respectively.

         The Company  pays its  employees  and  vendors on a weekly,  monthly or
bimonthly  basis,  while its customers pay for products on an average of 75 days
after  shipment,  and  therefore the Company has  substantial  needs for working
capital.  As of March 31, 1999, the Company had $1,453,980 of cash available for
its cash needs, compared to cash of $380,034 as of March 31, 1998.

         On May 6, 1996,  PTI opened a  revolving  line of credit at Key Bank of
New  York.  The  line of  credit  which  was  repaid  on  April  14,  1999,  was
collateralized  by the Company's  inventory,  receivables and other assets,  and
guaranteed  by the Company.  As of March 31, 1999,  the Company had  $13,757,748
outstanding pursuant to such line of credit.

     On April 14, 1999, the Company negotiated new financing agreements with PNC
Business Credit.  Under the terms of the new financing  agreement,  PNC Business
Credit has issued separate financing agreements for PTI and Flents. Each company
now has a line of credit collateralized by such company's inventory, receivables
and other assets, and guaranteed by the Company as well as a separate term loan.
PTI has the availability on its line of credit up to $22,000,000, and has a term
loan of  $3,000,000;  Flents  has the  availability  on its line of credit up to
$6,000,000  and a term loan of $4,000,000. Each term loan carries terms of three
years and bear  interest of prime plus .75%.  The lines of credit for each bear
interest at prime plus .25%. At the closing of these  financing  agreements, the
balance  owed to Key Bank,  pursuant  to the line of credit  with Key Bank,  was
fully repaid and the Karlen asset acquisition was completed.

     Flents also entered into, with a subordinated lender, a Securities Purchase
Agreement  by which the lender  advanced  $8,000,000  to Flents and acquired (1)
detachable warrants (the "Flents warrants") exercisable to purchase 22 shares of
common stock of Flents,  par value $.01 per share,  which would  constitute upon
exercise 22% of the issued and  outstanding  common stock of Flents on a diluted
basis,  and (2) an $8,000,000  promissory note with an interest rate of 12%. The
Flents  warrants are  exercisable  for a nominal  purchase price until April 14,
2009. The promissory  note is payable  interest only for six years and is due in
full at maturity in six years.  Pursuant to an Investment Agreement by and among
two of the  Company's  officers/directors,  Flents issued an aggregate of 18% of
its common stock of Flents, for consideration of $1,800,000.

         Based on the Company's  business,  management  anticipates that current
cash  balances,  together  with the  Company's  line of  credit  and  cash  flow
generated  from  operations,  would be  sufficient  to continue to fund existing
production,  equipment  requirements,  marketing  activities  and  research  and
development,  as well as the remainder of the Company's cash  requirements,  for
approximately the next 18 months.

         The  Company's  research and  development  efforts are directed  toward
developing  new  products,   improving   existing   products  and  refining  its
manufacturing  processes.  Such  research  and  development  costs  amounted  to
approximately  $54,000  for the quarter  ended March 31, 1999 and  approximately
$47,000 for the quarter  ended March 31, 1998.  It is expected  that the Company
will spend  approximately  $200,000 on research and development  during the 1999
year.

Introduction of the Euro

         On January 1,  1999,  eleven of the  fifteen  member  countries  of the
European  Union  established  fixed  conversion  rates  between  their  existing
sovereign  currencies  and a new  currency  called the "Euro".  These  countries
agreed to adopt the Euro as their common legal  currency on that date.  The Euro
trades on currency exchanges and is available for non-cash  transactions.  Until
January 2, 2002, the existing  sovereign  currencies will remain legal tender in
these  countries.  On January  1, 2002,  the Euro is  scheduled  to replace  the
sovereign  legal  currencies of these  countries.  The Company will evaluate the
impact the  implementation  that the Euro will have on its business  operations,
and no assurance can be given that the  implementation of the Euro will not have
a material affect on the Company's  business,  financial position and results of
operational,  and operations,  and cash flows.  In addition,  the Company cannot
accurately  predict the impact the Euro will have on currency  exchange rates or
the Company's currency exchange risk.


Year 2000 Compliance

         During 1998,  the Company  finalized  its  installation  of the SAP R/3
accounting system, which is year 2000 compliant. The company does not anticipate
any material additional costs with regard to its year 2000 compliance.

         The year 2000  issue is  expected  to affect  the  systems  of  various
entities  with which the Company  interacts,  including  suppliers  and vendors.
There can be no  assurance  that the  systems  of other  companies  on which the
Company's  systems rely will be timely  converted,  or that a failure by another
company's  systems to be year 2000 compliant  would not have a material  adverse
effect on the Company.


Recently Issued Accounting Standards

         In June 1998, the FASB issued SFAS No. 133  "Accounting  for Derivative
Instruments and Hedging  Activities," which is effective for all fiscal quarters
of fiscal years  beginning  after June 15, 1999. The statement  requires that an
entity  recognize  all  derivatives  as  either  assets  or  liabilities  on the
statement of financial position and measure those instruments at fair value.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.


Market Risks and Sensitivity Analysis

       The  Company is exposed to various  market  risks,  including  changes in
       interest rates. This analysis presents the hypothetical loss in earnings,
       cash flows and fair values of the financial instruments which are held by
       the Company at March 31,  1999,  and are  sensitive  to the above  market
       risks. As of March 31, 1999 the financial instrument subject to this risk
       was the loan  payable  outstanding  at March 31,  1999 with  interest  at
       market rate. This loan has subsequently  been retired.  See discussion of
       refinancing in the notes to consolidated financial statements.





                            PART II OTHER INFORMATION


ITEM 1.  Legal Proceedings.



         In the first quarter of 1999,  certain  product  liability  claims were
asserted  against  the  Company.  While the  outcome  of such  claims can not be
determined,  it appears the Company's product liability insurance is adequate to
cover any losses that may arise from such claims.



ITEM 4.  Submission of Matters to a Vote of Security-Holders.


         No matter was submitted  during the first quarter of the Company's 1999
fiscal year to a vote of security-holders.




ITEM 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits

3.1  Registrant's  Articles  of  Incorporation,   as  amended,  incorporated  by
     reference to the like  numbered  exhibit in the  Registrant's  Registration
     Statement on Form SB-2 under the Securities  Act of 1933, as amended,  File
     No. 33-53466

3.2  Registrant's  by-laws,  incorporated  by  reference  to the  like  numbered
     exhibit in the Registrant's  Registration  Statement on Form SB-2 under the
     Securities Act of 1933, as amended, File No. 33-53466

10.2 Form of Stock Option  granted to  employees,  independent  contractors  and
     consultants,  incorporated  by  reference  to exhibit  number  10.14 in the
     Registrant's  Registration  Statement on Form SB-2 under the Securities Act
     of 1933, as amended, File No. 33-53466

10.3 Agreement  and Plan of Merger  dated  February  14,  1994 among  Protective
     Technologies  International  Inc.,  Foam-O-Rama,  Inc., Ellen Schaeffer and
     Lori Hillsberg,  as amended,  incorporated by reference to exhibit number 2
     in the  Registrant's  Current Report on Form 8-K dated March 16, 1994 under
     the Securities Exchange Act of 1934, as amended

10.4 Non  competition   Agreement   dated  March  1,  1994  between   Protective
     Technologies  International  Inc. and Ellen  Schaeffer and Lori  Hillsberg,
     incorporated  by  reference  to  exhibit  number  99.1 in the  Registrant's
     Current  Report  on Form 8-K  dated  March 16,  1994  under the  Securities
     Exchange Act of 1934, as amended

10.5 Non-competition   Agreement   dated  March  1,  1994   between   Protective
     Technologies  International  Inc. and Warren  Schaeffer and Alan Hillsberg,
     incorporated  by  reference  to  exhibit  number  99.2 in the  Registrant's
     Current  Report  on Form 8-K  dated  March 16,  1994  under the  Securities
     Exchange Act of 1934, as amended

10.6 Form of Promissory Note memorializing  loans from directors and officers as
     authorized  by the Board of Directors on March 13,  1996,  incorporated  by
     reference to exhibit number 10.21 in the Registrant's Annual Report on Form
     10-KSB  for the  period  ended  December  31,  1995,  under the  Securities
     Exchange Act of 1934, as amended

10.7 Guarantee   from  Warren   Schaeffer  and  Alan   Hillsberg  to  Protective
     Technologies  International  Inc.,  incorporated  by  reference  to exhibit
     number 10.21 in the  Registrant's  Quarterly  Report on Form 10-QSB for the
     period ended September 30, 1995, under the Securities Exchange Act of 1934,
     as amended

10.10Line of Credit  Agreement  (Asset  Based),  dated May 6, 1996,  between Key
     Bank of New York, Protective  Technologies  International Inc., PTI Holding
     Inc. and  Protective  Technologies  of America Inc.,  and  collateral  loan
     documents thereto, incorporated by reference to exhibit number 10.25 in the
     Registrant's  Quarterly  Report on Form 10-QSB dated March 31, 1996,  under
     the Securities Exchange Act of 1934, as amended

10.13Merger Agreement and plan of  Reorganization  dated July 25, 1997 among PTI
     Holding Inc. and Flents  Products Co.,  Inc., as amended,  incorporated  by
     reference to exhibit numbers 1 and 2 in the Registrant's  Current Report on
     Form 8-K date August 20, 1997 under the Securities Exchange Act of 1934, as
     amended.

10.14Asset  Purchase  Agreement  dated  January  8,  1999,  by and among  Flents
     Products Co., Inc., Karlen Manufacturing,  Inc.,  incorporated by reference
     to exhibit  number 1 in the  Registrant's  Current Report in Form 8-K dated
     April 14, 1999 under the Securities Exchange Act of 1934, as amended.

10.15Purchase Money Promissory Note made payable to Karlen  Manufacturing,  Inc.
     dated April 14, 1999.  Incorporated by reference to exhibit number 2 in the
     Registrant's  Current  Report in Form 8-K dated  April 14,  1999  under the
     Securities Exchange Act of 1934, as amended.

10.16Revolving  Credit,  Term Loan and Security  Agreement  dated April 14, 1999
     between  Flents  Products Co., Inc.,  and PNC Bank,  National  Association.
     Incorporated by reference to exhibit number 3 in the  Registrant's  Current
     Report in Form 8-K dated April 14, 1999 under the  Securities  Exchange Act
     of 1934, as amended.

10.17revolving Credit,  Term Loan and Security Agreement dated April 14, 1999 by
     and among Protective Technologies International Inc., Zacko Sports Inc. and
     PNC Bank, National Association. Incorporated by reference to exhibit number
     4 in the Registrant's Current Report in Form 8-K dated April 14, 1999 under
     the Securities Exchange Act of 1934, as amended.

10.18Securities  Purchase Agreement dated April 14, 1999 between Flents Products
     Co.,  Inc. and The 1818  Mezzanine  Fund, LP  Incorporated  by reference to
     exhibit number 5 in the Registrant's Current Report in Form 8-K dated April
     14, 1999 under the Securities Exchange Act of 1934, as amended.

10.19Investment   Agreement   dated  April  14,  1999  by  and  among   Meredith
     Birrittella,  Warren Schaeffer,  and Flents Products Co., Inc. Incorporated
     by reference to exhibit number 6 in the Registrant's Current Report in Form
     8-K dated  April 14, 1999 under the  Securities  Exchange  Act of 1934,  as
     amended.

10.20Management  Agreement  dated April 14, 1999 between  Flents  Products  Co.,
     Inc. and Protective  Technologies  International Inc. Inc.  Incorporated by
     reference to exhibit  number 7 in the  Registrant's  Current Report in Form
     8-K dated  April 14, 1999 under the  Securities  Exchange  Act of 1934,  as
     amended.

10.21Shareholder's  Agreement  dated April 14, 1999 by and among Flents Products
     Co.,  Inc.,  PTI Holding Inc.,  The 1818  Mezzanine  Fund,  L.P.,  Meredith
     Birrittella,  and Warren  Scheaffer.  Incorporated  by reference to exhibit
     number 8 in the  Registrant's  Current  Report in Form 8-K dated  April 14,
     1999 under the Securities Exchange Act of 1934, as amended.

10.22Fairness  Opinion  rendered by Management  Planning,  Inc.  dated April 13,
     1999.  Incorporated  by reference to exhibit  number 9 in the  Registrant's
     Current  Report  in Form 8-K  dated  April 14,  1999  under the  Securities
     Exchange Act of 1934, as amended.

10.23Consent of Management Planning,  Inc.  Incorporated by reference to exhibit
     number 10 in the  Registrant's  Current  Report in Form 8-K dated April 14,
     1999 under the Securities Exchange Act of 1934, as amended


  21           Subsidiaries of registrant

(b)  Reports on Form 8-K

The Company did not file any Current Report on Form 8-K during the quarter ended
March 31, 1999.

On April 29, 1999, the Company filed Form 8-K,  reporting the asset  acquisition
of Karlen  Manufacturing  Inc.,  and other matters  related to this  acquisition
including new  financing  arrangements  and minority  interests in the Company's
Flents Products Co., Inc.
subsidiary.










                                   SIGNATURES

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


PTI HOLDING INC.



By                                          
    Meredith W. Birrittella,
    Chairman of the Board
    Chief Executive Officer (authorized signatory)



         In accordance with the requirements of the Securities Act of 1933, this
report has been signed by the  following  persons in the  capacities  and on the
dates stated.



-----------------------      Chief Executive Officer,              May 17, 1999
Meredith W. Birrittella      Chairman and Director

-----------------------      Chief Financial Officer               May 17, 1999
Anthony Costanzo             Chief Accounting












<PAGE>



                                   SIGNATURES

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


PTI HOLDING INC.



By/s/ Meredith W. Birrittella 
     ----------------------------     
    Meredith W. Birrittella,
    Chairman of the Board
    Chief Executive Officer (authorized signatory)




         In accordance with the requirements of the Securities Act of 1933, this
report has been signed by the  following  persons in the  capacities  and on the
dates stated.


/s/ Meredith W. Birrittella        Chief Executive Officer,       May 17, 1999
-----------------------------      Chairman and Director
Meredith W. Birrittella            
/s/ Anthony Costanzo               Chief Financial Officer        May 17, 1999
-----------------------------      Chief Accounting Officer
Anthony Costanzo                            







<PAGE>

 <TABLE>
 
                        PTI HOLDING INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET





<S>                                                                                          <C>                           <C>
ASSETS
                                                                                        March 31, 1999            December 31, 1998
                                                                                   --------------------        ---------------------
                                                                                          (unaudited)                 (audited)

Current assets:
    Cash and cash equivalents                                                   $          1,453,980            $           837,618
    Accounts receivable, net of allowance for returns and doubtful                        14,675,975                     11,169,056
         collections of $500,000
    Inventories                                                                           13,191,872                     15,811,781
    Deferred tax asset                                                                       256,000                        266,000
    Prepaid expenses and other current assets                                              1,640,862                      1,670,826
                                                                                  ---------------------         --------------------

    Total current assets                                                                  31,218,689                     29,755,281

Deferred tax asset                                                                           218,100                        218,400
Equipment and improvements, net                                                            2,947,791                      3,066,426
Intangible assets, net                                                                     5,305,969                      5,346,858
                                                                                  -------------------           --------------------
                                                                                          39,690,549                     38,386,965
                                                                                  ===================           ====================
                                                                                             

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Loan payable, bank                                                                    13,757,748                     15,217,550
    Accounts payable and accrued expenses                                                  6,495,684                      4,217,361
                                                                                  -------------------           --------------------
 Total current liabilities                                                                20,253,432                     19,434,911
                                                                                  -------------------           --------------------
                                                                                        

Commitments and contingencies

Stockholders' equity:
    Common stock, $.01 par value; authorized 10,000,000 shares, issued
         and outstanding 4,956,352 shares                                                     49,564                         49,564
    Note receivable                                                                          (58,322)                       (58,322)
    Capital in excess of par                                                               6,283,217                     16,283,217
    Retained earnings                                                                      3,162,658                      2,677,595
                                                                                ---------------------           --------------------
    Total stockholders' equity                                                            19,437,117                     18,952,054
                                                                                ---------------------           --------------------
                                                                                $         39,690,549            $        38,386,965
                                                                                =====================           ====================

</TABLE>
<PAGE>


<TABLE>
               
                        PTI HOLDING INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)

     <S>                                                                                  <C>                                <C>

                                                                                       March 31, 1999                March 31, 1998
                                                                                  ----------------------         -------------------
Net sales                                                                                 $ 16,120,849                $ 11,745,977

Cost of sales                                                                               11,511,592                   8,054,509
                                                                                   --------------------         --------------------
Gross profit                                                                                 4,609,257                   3,691,468
                                                                                   --------------------         --------------------
Operating expenses :
     Licensing fees                                                                            478,701                      91,906
     Depreciation and amortization                                                             431,025                     288,489
     Other selling, general and administrative expenses                                      2,598,643                   2,001,221
                                                                                   --------------------         --------------------
Total operating expenses                                                                     3,508,369                   2,381,616
                                                                                   --------------------         --------------------

Income from operations                                                                       1,100,888                   1,309,852

Interest expense, net                                                                          264,572                      47,326
                                                                                   --------------------         --------------------
Income before income taxes                                                                     836,316                   1,262,526

Income taxes                                                                                   351,253                     530,261
                                                                                   --------------------        ---------------------
Net income                                                                                   $ 485,063                   $ 732,265
                                                                                   ====================        =====================


Net income per share of common stock :
   Basic                                                                                        $ 0.10                      $ 0.15
   Diluted                                                                                        0.10                        0.14


Weighted average shares outstanding :
   Basic                                                                                     4,956,352                    4,796,506
   Diluted                                                                                   5,014,769                    5,279,497


</TABLE>

<PAGE>

<TABLE>


                        PTI HOLDING INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998
               
               <S>                                                                             <C>                           <C>

                                                                                                1999                       1998
                                                                                        ----------------             ---------------
Cash flows from operating activities:
       Net income                                                                           $ 485,063                   $ 732,265
       Adjustments to reconcile net income to net cash used in operating
         activities:
       Provision for returns and doubtful accounts                                                  -                     100,000
       Depreciation and amortization                                                          390,135                     236,317
       Amortization of intangible assets                                                       40,889                      52,172
       Deferred income (benefit) tax                                                           10,300                     (56,537)
       (Increase) decrease in operating assets:
            Accounts receivable                                                            (3,506,919)                 (6,362,367)
            Inventories                                                                     2,619,909                  (2,998,493)
            Prepaid expenses and other current assets                                        (362,497)                      8,368
       Increase in operating liabilities:
           Accounts payable and accrued expenses                                            2,278,323                   3,207,692
           Other current liabilities                                                                -                     586,798
                                                                                        ----------------           ----------------
       Net cash provided by (used in) operating activities                                  1,955,203                  (4,493,785)
                                                                                        ----------------           ----------------

Cash flows from investing activities:
       Loans to stockholders, net of repayments                                               392,461                    (862,260)
       Purchase of equipment and improvements                                                (271,500)                 (1,258,309)
                                                                                        ----------------           ----------------
       Net cash provided by (used in) investing activities                                    120,961                  (2,120,569)
                                                                                        ----------------           ----------------

Cash flows from financing activities:
       Payments of other current liabilities                                                        -                     (56,999)
       (Repayments) proceeds from bank loan, net                                           (1,459,802)                  6,369,227
                                                                                        ----------------           ----------------
       Net cash (used in) provided by  financing activities                                (1,459,802)                  6,312,228
                                                                                        ----------------           ----------------
Net increase (decrease) in cash and cash equivalents                                          616,362                    (302,126)

Cash and cash equivalents, beginning of period                                                837,618                     682,160
                                                                                        ----------------           ----------------
Cash and cash equivalents, end of period                                                  $ 1,453,980                   $ 380,034
                                                                                        ================           ================
Supplemental disclosure:
       Interest paid                                                                        $ 292,614                    $ 77,886



</TABLE>

<PAGE>



                        PTI HOLDING INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                    



1.      Basis of presentation:

        The consolidated financial statements included herein have been prepared
        by the Company,  without an audit, pursuant to the rules and regulations
        of the  Securities  and Exchange  Commission.  Certain  information  and
        disclosures  normally  included  in  financial  statements  prepared  in
        accordance  with  generally  accepted  accounting  principles  have been
        condensed  or  omitted  pursuant  to such rules and  regulations.  These
        unaudited   consolidated   financial   statements   should  be  read  in
        conjunction with the consolidated financial statements and notes thereto
        included  in the  Company's  Annual  Report on Form  10-KSB for the year
        ended  December  31,  1998 and filed with the  Securities  and  Exchange
        Commission.

        In the opinion of the Company's management, these unaudited consolidated
        financial  statements  include  all  adjustments,  consisting  solely of
        normal recurring  adjustments,  necessary in order to present fairly the
        Company's  consolidated  financial position as of March 31, 1999 and the
        results of its  operations and its cash flows for the three months ended
        March 31, 1999.  The results of operations for an interim period are not
        necessarily indicative of the results to be attained in any other fiscal
        period.

        Reclassification:

        For  comparability,  certain 1998  amounts  have been reclassified where
        appropriate to conform to the  financial  statement presentation used in
        1999.  


2.      Contingent liabilities:

        Certain claims,  suits and complaints  arising in the ordinary course of
        business  have been filed or are  pending  against the  Company.  In the
        opinion of  management,  all such  matters are without  merit or of such
        kind,  or involve such amounts,  as would not have a material  effect on
        the  financial  position  and  results of  operations  of the Company if
        concluded unfavorably.

        In 1998,  certain  product  liability  claims were asserted  against the
        Company.  While the  outcome of such  claims  cannot be  determined,  it
        appears the Company's product  liability  insurance is adequate to cover
        any losses that may arise from such claims.


3.      Segment Information:

        In June 1997, the FASB issued SFAS No. 131,  "Disclosures about segments
        of an Enterprise and Related  Information",  which establishes standards
        for  the  way  public  business  enterprises  report  information  about
        operating segments in interim and annual financial  statements.  It also
        establishes   standards  for  related  disclosures  about  products  and
        services, geographic areas and major customers. The Company adopted SFAS
        No. 131 for the year ended December 31, 1998.

        The  information  for 1998  has been  restated  from  the  prior  year's
        presentation in order to conform to the 1999 presentation.

        The  Company has two  reportable  segments:  PTI Sports and Flents.  PTI
        Sports and Flents have  separate  management  teams and  infrastructures
        that offer different products.

        The PTI Sports segment  designs,  manufactures  and distributes  bicycle
        helmets, bicycles and bicycle accessories for sale, principally to major
        retailers in the United States and Canada.

        The Flents segment designs,  manufactures and markets earplugs and other
        safety and medical supplies such as an eye drop delivery system, styptic
        devices,  and air  filter  masks.  Customers  include  major  department
        stores, drug chains and supermarket retailers in the United States.



        The accounting  policies of the segments are the same as those described
        in the  summary of the  significant  accounting  policies.  The  Company
        evaluates  performance  based on  operating  earnings of the  respective
        segments. Inter-segment sales are not significant. Inter-segment charges
        for  production,  SG&A,  and interest costs are determined on a pro rata
        basis.

        Two major retail chains accounted for  approximately  43% and 27% of net
        sales in 1999 and 35% and 30% of net  sales  in  1998.  As of March  31,
        1999,   accounts  receivable   included   approximately   $5,062,000 and
        $5,420,000  respectively,  due from these two customers.  The PTI sports
        segment reports the sales of the larger of the two major customers,  and
        both segments  report the sales of the second major  customer.  Although
        other major retailers are customers,  a loss of one or both of these two
        established  major customers would cause a significant loss of sales and
        affect operating results adversely.

        The following table presents segment information for the quarter ended 
        March 31, 1999 and 1998.

<TABLE>
                    <S>                                     <C>                   <C>               <C>                     <C>
                   1999                                 PTI Sports              Flents             Other                Total
              ---------------                        ------------------    -----------------   ---------------    ------------------

              Net sales                                     13,846,000            2,275,000          -                   16,121,000
              Gross profit                                   3,583,000            1,026,000          -                    4,609,000
              Operating earnings                               907,000              220,000          (26,000)             1,101,000
              Depreciation and amortization                    325,000              106,000          -                      431,000
              Interest revenue                                  24,000                2,000            1,000                 27,000
              Interest expense                                 198,000               94,000          -                      292,000
              Income tax expense (benefit)                     308,000               54,000          (11,000)               351,000
              Total assets                                  30,979,000            8,160,000          562,000             39,701,000
              Capital expenditures                             254,000               17,000          -                      271,000

                   1998                                 PTI Sports              Flents             Other                Total
              ---------------                        ------------------    -----------------   ---------------    ------------------

              Net sales                                      9,890,000            1,856,000          -                   11,746,000
              Gross profit                                   2,810,000              882,000          -                    3,692,000
              Operating earnings                             1,033,000              287,000          (11,000)             1,310,000
              Depreciation and amortization                    220,000               68,000          -                      288,000
              Interest revenue                                  16,000                2,000            1,000                 19,000
              Interest expense                                  78,000                -              -                       78,000
              Income tax expense (benefit)                     462,000               72,000           (4,000)               530,000
              Total assets                                  25,462,000            5,492,000        1,012,384             31,966,000
              Capital expenditures                           1,243,000               15,000           15,000              1,258,000

        Financial information relating to the Company's operations by geographic
        area is presented below.

              Net sales                                                           1999                                 1998
                                                                           -------------------                 ---------------------

              United States                                                        15,448,000                            10,661,000
              Canada                                                                  623,000                             1,045,000
              Other                                                                    50,000                                40,000
                                                                           -------------------                 ---------------------

                                                                         $         16,121,000              $             11,746,000
                                                                           ===================                 =====================

</TABLE>


        Significantly all of the Company's  long-lived assets are located in the
        United States.



4.       Subsequent events:

       On April 14, 1999, Flents Products Co., Inc.,  ("Flents"),  prior to that
       date a wholly  owned  subsidiary  of the  Company,  consummated  an asset
       acquisition   (the   "Acquisition")   of  Karlen   Manufacturing,   Inc.,
       ("Karlen").  The  Company  acquired  substantially  all of the  operating
       assets of Karlen,  other than one  product  line and cash.  The  purchase
       price was  $17,750,000  subject to  adjustment.  The assets were acquired
       subject to substantially  all existing  operating  liabilities of Karlen,
       other  than  liabilities  related  to  the  excluded  product  line.  The
       Acquisition was consummated pursuant to an Asset Purchase Agreement dated
       January 8, 1999,  as amended by  amendment  dated April 14,  1999,  among
       Flents, Karlen and the shareholders of Karlen.

       The  purchase  price  consisted  of a  $16,750,000  cash  payment  and  a
       $1,000,000  promissory note. The operating assets which were not acquired
       in the  Acquisition  include  Karlen's  Blue Devil  product  line,  which
       constituted  approximately  1% - 2% of Karlen's net sales in 1998.  Other
       assets which were not acquired  include the cash and the cash equivalents
       of Karlen, which totaled approximately $1,400,000 as of June 30, 1998.

       Karlen had revenues in the amount of  approximately  $12,345,000 in 1998.
       The  assets  acquired  include   approximately   $1,585,000  in  accounts
       receivables,  $1,800,000  in  inventory  and  $372,000  in  property  and
       equipment. Flents assumed current liabilities of approximately $373,000.

       All agreements  entered into and described  below are dated April 14,1999
       unless noted otherwise

       In connection  with the  Acquisition,  Flents  entered into an Employment
       Agreement  with the chief  operating  officer of Karlen,  to serve as the
       President of Flents. The Employment Agreement has a term of five years.

       Flents also  entered into a Lease  Agreement.  The lease is for a term of
       three years and is at specified  rental  payments,  which Flents believes
       are fair market rates. The Trust is a shareholder of Karlen.

       In addition,  Flents has entered into a  Requirements  Agreement by which
       Flents  has  agreed  to  buy  all  of  its   requirements   of  non-latex
       polyurethane  cosmetic grade foam, subject to the terms of the Agreement,
       from an entity related to a Karlen shareholder. This raw material is used
       in the  manufacture  of foam  wedges  which are used in various  cosmetic
       products.  The term of this  agreement  is for three years with  purchase
       prices  under  the  Requirements  Agreement  approximately  equal  to the
       historic  purchase  prices  charged  to  Karlen  for  this  critical  raw
       material.

       To  finance  the  Acquisition,  at the  Closing,  Flents  entered  into a
       $10,000,000  financing facility pursuant to a Revolving Credit, Term Loan
       and Security  Agreement with a bank. The facility includes a Term loan of
       $4,000,000,  fully funded at closing,  and a line of credit of $6,000,000
       of which at closing approximately  $2,900,000 was drawn and approximately
       $1,000,000 was available under the facility's  various  borrowing limits.
       Flents  pledged all of its assets as security  for this  financing.   The
       term loan  carries a term of three years and bears interest of prime plus
       .75%. The line of credit for bears interest at prime plus .25%.

       Flents also  entered  into,  with a  subordinated  lender,  a  Securities
       Purchase Agreement by which the lender advanced  $8,000,000 to Flents and
       acquired (1) detachable  warrants (the "Flents warrants")  exercisable to
       purchase 22 shares of common  stock of Flents,  par value $.01 per share,
       which would  constitute  upon exercise 22% of the issued and  outstanding
       common  stock  of  Flents  on a  diluted  basis,  and  (2) an  $8,000,000
       promissory  note with an interest  rate of 12%.  The Flents  warrants are
       exercisable  for a nominal  purchase  price  until  April 14,  2009.  The
       promissory note is payable interest only for six years and is due in full
       at maturity  in six years.  Pursuant to an  Investment  Agreement  by and
       among two of the Company's officers/directors, Flents issued an aggregate
       of 18% of its common stock of Flents, for consideration of $1,800,000.

       Upon the  exercise of the  warrants,  the Company will own 60% of Flents.
       Because  Flents is no longer a wholly  owned  subsidiary  of the Company,
       Flents  also  entered  into  a  Management   Agreement  with   Protective
       Technologies   International   Inc.,  ("PTI  Sports"),   a  wholly  owned
       subsidiary of the Company.  Under the  Management  Agreement,  PTI Sports
       will  provide  various  services to Flents,  including  senior  executive
       services of the Chief Executive Officer and the Chief Financial  Officer,
       information  and  data  processing  functions  and  services,  management
       systems and services,  and senior human resource management functions and
       services, such as payroll, benefits, pension and related functions.

       Flents also entered into a  Shareholders'  Agreement by and among Flents,
       the  Company,  the  Subordinated  lender  and the two  officers/directors
       owning  18%  of  Flents.  The  Shareholders'   Agreement  places  various
       restrictions including the transfer of shares of Flents common stock.

       Also at Closing,  PTI Sports and Zacko  Sports Inc.,  ("Zacko"),  both of
       which are  wholly  owned  subsidiaries  of the  Company,  entered  into a
       $25,000,000  financing facility pursuant to a Revolving Credit, Term Loan
       and Security  Agreement by and among PTI Sports,  Zacko and the Bank. The
       facility includes a term loan of $3,000,000, fully funded at closing, and
       a line of  credit  of  $22,000,000  of  which  at  closing  approximately
       $11,100,000  was drawn and  approximately  $4,400,000 was available under
       the facility's various borrowing limits. PTI Sports and Zacko pledged all
       of their assets as security for this financing.

       The  proceeds  of the  loans  from the Bank  were  also used to repay all
       existing bank financing of Flents, PTI Sports and Zacko, outstanding,  or
       approximately $13.6 million as of March 31, 1999