U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


X    Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly ---- period ended 3/31/97

---- Transition report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 (No fee required)
                                                                                
For the transition period from           to

Commission file number 1-11586
                       -------

                                PTI HOLDING INC.
                  -------------------------------------------- 
                 (Name of small business issuer in its charter)


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


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


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


     (Former Name,  Former Address and Former Fiscal Year, if Changed Since Last
Report)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 past 90 days.

Yes  X    No


         State the number of shares  outstanding  of each class of the  issuer's
classes of common equity, as of the latest  practicable date. As of May 1, 1997,
3,527,936 shares of the issuer's common equity were outstanding.


<PAGE>


                                     PART I


ITEM 1.  Consolidated Financial Statements.
                                                                      Page
                                                                      ---------
Consolidated Balance Sheet as of March 31, 1997                       F-1

Consolidated Statement of Income for the three
months ended March 31, 1997 and 1996                                  F-2

Consolidated Statement of Cash Flows for the
three months ended March 31, 1997 and 1996                            F-3

Notes to Consolidated Financial Statements                            F-4 - F-6



ITEM 2.  Management's Discussion and Analysis



Results of Continuing  Operations:  First Quarter 1997 Compared to First Quarter
     1996
--------------------------------------------------------------------------------

         The Company's net sales were $6,229,506  during the quarter ended March
31, 1997, an increase of 137% from net sales of $2,623,860 during the comparable
quarter in 1996. The 137% sales increase from 1996 to 1997 resulted from several
factors:  increased  sales to existing  customers  through  the  addition of new
helmet models;  increased market share at the expense of competitors;  increased
sales in existing  models due to growth in the overall helmet market;  increased
sales of the  Company's  bicycle and bicycle  accessories;  the  addition of new
retail outlets for the Company's products; and the introduction of new accessory
product lines.

         Net income was $758,971 for the quarter ended March 31, 1997,  compared
to a net income of $243,275  during the same period in 1996. The increase in net
income  was due to  higher  sales,  lower  selling  general  and  administrative
expenses as a percentage of sales, and new retail relationships.

         The cost of sales for the quarter ended March 31, 1997 was  $3,937,393,
resulting in a gross profit  margin of 37%,  compared to the  Company's  cost of
sales for the quarter ended March 31, 1996 of  $1,811,559,  resulting in a gross
profit  margin of 31%. The  Company's  increased  gross profit  margin  resulted
primarily  from  the  fact  that   higher-margin   products,   such  as  bicycle
accessories,  constituted a greater  percentage  of the Company's  sales for the
first quarter of 1997 than for the first quarter of 1996.

         Selling,  general and  administrative  expenses  for the quarter  ended
March 31, 1997 were  $964,836  compared to the  Company's  selling,  general and
administrative  expenses of $620,038 for the quarter  ended March 31, 1996. As a
percentage of sales, these expenses were 15.49% and 23.6% for the quarters ended
March 31,  1997 and 1996,  respectively.  The  increased  selling,  general  and
administrative  spending was primarily due to the higher costs  associated  with
the expansion of the helmet,  bicycle and bicycle  accessory  business,  and the
higher costs for human resources.  As a percentage of sales,  however,  selling,
general and administrative spending decreased from the first quarter of 1996. As
the  Company's  sales grow  faster than its  increases  in fixed  overhead,  the
Company should continue to see its selling,  general and administrative expenses
as a percentage of sales decrease.


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
$220,450,  through  internal cash flow,  and through the Operating  Subsidiary's
opening of a revolving line of credit in May, 1996.

         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.

         On May 6, 1996,  the Operating  Subsidiary  opened a revolving  line of
credit at Key Bank of New York.  The line of  credit  is  collateralized  by the
Operating Subsidiary's  inventory,  receivables and other assets, and guaranteed
by the  Company.  As of March 31, 1997 the Company  had  $2,820,253  outstanding
pursuant to such line of credit.

         The Company will also consider  financing through additional public and
private securities offerings and solicitations.  In addition, in February,  1997
the Company  registered  shares of Common Stock underlying  various warrants and
options of the  Company,  the  exercise  of all of which  would  result in gross
proceeds to the Company of approximately  $4,635,535;  however, no assurance can
be given that any of the aforementioned warrants or options will be exercised.

         Based on the  Company's  current  plans,  management  anticipates  that
current cash balances,  together with the Company's line of credit and cash flow
generated from  operations,  will be sufficient to continue to fund  production,
purchase of equipment, increased marketing activities and continued research and
development,  as  well as the  rest  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  $27,000  for  the  period  ended  March  31,  1997,  compared  to
approximately  $26,000 for the period ended March 31, 1996.  It is expected that
the Company will spend approximately $150,000 on research and development during
the 1997 year.


                                     PART II


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

4.1  Resolution  of  Designation,  Powers,  Preferences  and  Rights of Series A
     Preferred Stock,  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

4.2  Form of Warrant of Bridge Loan  lenders,  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
4.3  Form of Warrant  included in Units,  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

4.4  Form of  Underwriters'  Warrant,  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

10.1 Warrant Agreement dated , 1992 between  Corporate Stock Transfer,  Inc. and
     the  Company,  incorporated  by  reference  to exhibit  number  10.9 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 Merger Agreement and Plan of  Reorganization  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 Noncompetition   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 Noncompetition   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

10.8 Omitted

10.9 Omitted

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

10.11Financial Advisory and Investment  Banking Agreement,  dated April 2, 1996,
     between  PTI  Holding  Inc.  and  GKN  Securities  Corp.,  incorporated  by
     reference  to  the  like  numbered  exhibit  in  Registrant's  Registration
     Statement on Form SB-2 under the Securities Act of 1933,  dated January 27,
     1997, File No. 333-20607

10.12Amendment  #2,  dated June 6, 1996 to Warrant  Agreement,  incorporated  by
     reference to exhibit  number 2 in  Registrant's  Current Report on Form 8-K
     dated July 9, 1996, under the Securities Exchange Act of 1934, as amended


(b)  Reports on Form 8-K

         No  Current  Report on Form 8-K was  filed by the  Company  during  the
quarter ended March 31, 1997.


<PAGE>


                                    SIGNATURE

         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.

Dated:  May 15, 1997


                           PTI HOLDING INC.




                           By
                             Meredith W. Birrittella,
                             Chief Executive Officer (authorized signatory)
                             Chief Financial Officer


<PAGE>



                                    SIGNATURE

         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.

Dated:  May 15, 1997


                           PTI HOLDING INC.




                           By/s/ Meredith W. Birrittella
                             Meredith W. Birrittella,
                             Chief Executive Officer (authorized signatory)
                             Chief Financial Officer




<PAGE>



                        PTI HOLDING INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                 MARCH 31, 1997

<TABLE>

<S>                                                                   <C>
ASSETS

Current assets:
   Accounts receivable, net of allowance for 
     returns and doubtful collections of $175,906                   $ 4,355,226
   Inventories                                                        5,728,361
   Deferred tax asset                                                   191,100
   Prepaid expenses and other current assets                          1,196,382
                                                                   -------------

   Total current assets                                              11,471,069

Deferred tax asset                                                      113,400
Equipment and improvements, net of accumulated 
     depreciation of $922,588                                           669,166
Goodwill, net of accumulated amortization of $136,462                 1,333,134
Covenants not to compete, net of accumulated 
     amortization of $356,915                                           161,785
Patents, net of accumulated amortization of $1,032                        6,507
                                                                   -------------

                                                                $    13,755,061
                                                                   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Cash overdraft                                               $        88,178
   Loan payable, bank                                                 2,820,253
   Accounts payable and accrued expenses                              1,816,351
   Income taxes payable                                                 596,426
   Due to former key employee of acquired company                        57,110
                                                                   -------------

   Total current liabilities                                          5,378,318
                                                                  --------------


Commitments and contingent liabilities

Series A preferred stock, $.001 par value; issued and 
     outstanding 25,000 shares,redeemable at liquidation 
     value of $.10 per share (aggregating $2,500)                         2,500
                                                                   -------------

Stockholders' equity:
   Preferred stock, $.001 par value; authorized 100,000 
     shares of which 25,000 shares                                            -
      have been designated as Series A preferred
   Common stock, $.01 par value; authorized 10,000,000 
     shares, issued and outstanding 3,515,436 shares                     35,154
   Capital in excess of par                                           6,453,457
   Retained earnings                                                  1,885,632
                                                                   -------------

   Total stockholders' equity                                         8,374,243
                                                                   -------------

                                                                $    13,755,061
                                                                   =============

</TABLE>


<PAGE>




                        PTI HOLDING INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996


<TABLE>

<S>                                           <C>                     <C>

                                             1997                    1996
                                    -------------------     -------------------

Net sales                            $        6,229,506      $        2,623,860

Cost of sales                                 3,937,393               1,811,559
                                     ------------------      -------------------

Gross profit                                  2,292,113                 812,301

Selling, general and administrative 
     expenses                                   964,836                 620,038
                                     ------------------      -------------------

Income from operations                        1,327,277                 192,291

Interest income, net of interest 
     (expense)                                  (14,380)                  7,028
                                     ------------------      -------------------

Income from operations before 
     income taxes (benefit)                   1,312,897                 199,263

Income taxes (benefit)                          553,926                 (43,984)
                                     ------------------      -------------------

Net income                           $          758,971      $          243,275
                                     ==================      ===================



Net income per share of 
     common stock                    $              .19      $              .06
                                     ==================      ===================


Weighted average shares 
     outstanding                              4,152,239               4,112,646
                                     ==================      ===================





</TABLE>



<PAGE>





                        PTI HOLDING INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996


<TABLE>

<S>                                                    <C>              <C>
                                                         1997             1996
                                                    -----------     ------------
Cash flows from operating activities:
  Net income                                        $   758,971     $   243,275
  Adjustments to reconcile net income to net
     cash (used in) operating activities:
      Provision for returns and doubtful 
          collections                                         -           4,252
      Depreciation                                       90,807          62,634
      Amortization of intangible assets                  36,535          36,509
      Deferred income tax benefit                       (80,500)        (43,984)
      (Increase) decrease in operating assets:
         Accounts receivable                         (1,123,060)     (1,324,509)
         Inventories                                 (1,964,812)       (362,145)
         Prepaid expenses and other 
          current assets                               (178,663)        (83,596)
      (Decrease) increase in operating liabilities:
         Accounts payable and accrued expenses        1,069,943       1,204,382
         Income taxes payable                          (415,574               -
                                                   ------------     ------------

  Net cash (used in) operating activities            (1,806,353)       (263,182)
                                                   ------------     ------------

Cash flows from investing activities:
  Purchase of equipment and improvements               (289,660)       (113,550)
  Reduction in cash invested to secure letters 
     of credit                                                -         208,750
                                                   ------------     ------------

  Net cash provided by (used in) investing 
     activities                                        (289,660)         95,200
                                                   ------------     ------------


Cash flows from financing activities:
  Payments of amounts due to former key 
     employee of acquired company                       (23,472)        (50,704)
  Proceeds from bank loan, net                        1,624,054               -
  Loans from stockholders                                     -         686,589
  Proceeds from issuance of common stock                 45,375         170,313
                                                   ------------     ------------

  Net cash provided by financing activities           1,645,957         806,198
                                                   ------------     ------------

Net increase (decrease) in cash and cash 
     equivalents                                       (450,056)        638,216

Cash and cash equivalents, beginning of period          361,878         969,329
                                                   ------------     ------------


Cash and cash equivalents (overdraft), 
     end of period                                 $    (88,178)    $ 1,607,545
                                                   ============     ============

Supplemental disclosures:
  Interest paid                                    $     28,890     $         -
  Income taxes paid                                   1,050,000               -


</TABLE>


<PAGE>


1.      Basis of presentation:

        The consolidated financial statements included herein have been prepared
        by the Company,  without the benefit of 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,  1996 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, 1997 and the
        results of their  operations  and their cash flows for the three  months
        ended March 31, 1997 and 1996.  The results of operations for an interim
        period are not  necessarily  indicative of the results to be attained in
        any other fiscal period.

        Earnings  per share of  common  stock are  computed  using the  weighted
        average  number of shares of common stock  outstanding  and common stock
        equivalents (options and warrants).  The amount of dilution reflected in
        earnings per share data is computed by application of the treasury stock
        method.  Common  shares  contingently  issuable  are  excluded  from the
        computation of weighted average shares  outstanding since conditions for
        issuance  have not been met and /or their  inclusion  would  have had an
        antidilutive effect.

        In February  1997,  the  Financial  Accounting  Standards  Board  issued
        Statement No. 128, "Earnings Per Share", which is required to be adopted
        on December  31,  1997.  At that time,  the Company  will be required to
        change the method  currently  used to compute  earnings per share and to
        restate  prior  periods.  Under  the new  requirements  for  calculating
        primary  earnings per share,  the dilutive  effect of stock  options and
        warrants  will be  excluded.  The  impact  is  expected  to result in an
        increase in primary earnings per share for the first quarter ended March
        31, 1997 of $.03 per share,  and $.01 for the first  quarter ended March
        31,  1996.  The  impact of  Statement  128 on the  calculation  of fully
        diluted  earnings  per share for these  quarters  is not  expected to be
        material.


2.      Contingent liabilities:

        Effective   April  1,  1994,  the  Company   entered  into  a  two-year,
        noncancellable lease for a production,  warehouse,  and office facility.
        The lease called for the minimum annual rent of $76,000 plus  escalation
        charges for increases in real estate  taxes.  By notice in October 1994,
        the Company  ceased making  rental  payments and  terminated  such lease
        because the lessor failed to obtain a certificate of occupancy. However,
        the Company  continued to occupy the space through  September 1995 until
        it  relocated  to a new  facility.  The  landlord  has  commenced a suit
        against the Company for unpaid rent and for funds to make  repairs.  The
        resolution of this matter is presently uncertain.  However, any possible
        settlement  is not expected to have a material  effect on the  financial
        position  and  results  of   operations  of  the  Company  if  concluded
        unfavorably.

        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 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.

        While the Company has not experienced any product  liability  claims, it
        presently  cannot be  determined if its product  liability  insurance is
        adequate to cover any losses that may arise.



<PAGE>



3.      Series A preferred stock:

        The  Series A  preferred  stock  issued  on July 31,  1992  bears  stock
        issuance  rights  entitling  the holder  thereof to the  issuance  of 10
        shares of common stock, up to a maximum aggregate amount of 30 shares of
        common stock, for each share of Series A preferred stock for each of the
        following  conditions  that are  met:  The  Company  has net  income  of
        $750,000 during any of the complete fiscal years  immediately  after the
        date of the public  offering  (December  1992);  the  Company  has gross
        revenue of  $20,000,000  during any of the five  complete  fiscal  years
        after the date of the public offering;  the Company has gross revenue of
        $35,000,000  during any of the five complete fiscal years after the date
        of the public  offering;  and a cumulative  total of 50% of the warrants
        issued in the public offering have been exercised.

        If the  period  during  which the  shares of common  stock are  issuable
        lapses and each  series A preferred  stockholder  has not been issued 30
        shares of common  stock,  then each share of Series A preferred is to be
        redeemed  at the  liquidation  preference  price of $.10 per share.  All
        shares if common stock  issuable  with respect to the Series A preferred
        stock  and not  previously  issued is to be  issued  if the  Company  is
        acquired,  provided  that if the common  stock  continues to be publicly
        traded,  the average bid price  during the prior 90 days is greater than
        or equal to $5.00 per share (the initial  public  offering  price of the
        common stock).

        For the year ended  December  31,  1995,  the  Company had net income in
        excess of  $750,000.  Accordingly,  the Series A preferred  shareholders
        were  entitled  to 10  shares  of the  common  stock  for each  Series A
        preferred share owned. However,  three preferred shareholders holding an
        aggregate of 23,552 preferred shares relinquished their right to receive
        an issuance of an aggregate of 235,520  shares of the  Company's  common
        stock. In consideration  for  relinquishing  their rights to that common
        stock, the Company granted the three preferred  shareholders  options to
        acquire an aggregate of 235,520 shares of the common stock.  The options
        have an  exercise  price  of  $4.50  (the  quoted  market  price  on the
        effective date of grant),  are  outstanding  and exercisable as of March
        31, 1997 and expire in January,  2006. The three preferred  shareholders
        are also major common stockholders of the Company.  The remaining 14,480
        common shares were issued to the other preferred stockholders in 1996.