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 September 30, 1996.

        Transition report under Section 13 or 15(d) of the Exchange Act for 
the transition period from         to

Commission file number: 0-17419


                                PC ETCETERA, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

        Delaware                                              13-3260705
    (State of Incorporation)                (I.R.S. Employer Identification No.)


                               462 Seventh Avenue
                            New York, New York 10018
                    (Address of Principal Executive Offices)

                                 (212) 736-5870
                (Issuer's Telephone Number, Including Area Code)



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 the past 90 days. Yes X No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 15, 1997, the Issuer had 14,999,970  shares of Common Stock, par value
$.001, outstanding.

Transitional Small Business Disclosure Format (check one):  Yes     No  X



                                            

<PAGE>



                                       PC ETCETERA, INC.

                                          Form 10-QSB

                                             INDEX

                                                                            Page
                                                                            ----

        Consolidated Balance Sheets at March 31, 1997 and December 31, 1996....3

        Consolidated Statements of Operations for the Three Months
               Ended March 31, 1997............................................5

        Consolidated Statement of Cash Flows for the Three Months
               Ended March 31, 1997............................................6

        Notes to Financial Statements..........................................8

        Management's Discussion and Analysis of Financial
               Condition and Results of Operations............................10

        Exhibits and Reports on Form 8-K......................................13

Signatures....................................................................15



                                       -2-

<PAGE>


                       PC ETCETERA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                               MARCH 31,              DECEMBER 31,
                                                                  1997                   1996
                                                                  ----                   ----
                                                              (UNAUDITED)
<S>                                                             <C>                       <C>    

ASSETS:

Current Assets:
---------------

Cash and cash equivalents                                       $   746                   $  384
Accounts receivable                                               3,433                    2,279
Prepaid expenses                                                    115                      225
Inventory                                                            32                       91
                                                                -------                  -------
    Total current assets                                          4,326                    2,979
                                                                -------                  -------

Property and Equipment:
-----------------------

Property and equipment                                            3,554                    2,227
Accumulated depreciation and amortization                        (1,243)                    (587)
                                                                -------                  -------

    Total property and equipment                                  2,311                    1,640
                                                                -------                  -------

Other Assets:
-------------

Other assets, net                                                   433                      362
Investment in affiliate                                               -                      178
Goodwill (net of amortization of $286,926)                        7,467                    1,811
                                                                -------                  -------
    TOTAL ASSETS                                                $14,537                  $ 6,970
                                                                =======                  =======
                                                                

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
--------------------

Accounts payable and accrued expenses                             2,970                    1,495
Deferred revenue                                                  1,891                    1,624
Loans payable - others  - current portion                           669                        -
Loans payable - affiliate - current portion                         698                    1,478
Capital equipment obligations                                        58                        -
                                                                -------                  -------
    Total current liabilities                                     6,286                    4,597
                                                                -------                  -------

</TABLE>

                                      -3-

<PAGE>

<TABLE>
<CAPTION>
                                                                  MARCH 31,            DECEMBER 31,
                                                                    1997                   1996
                                                                    ----                   ----
<S>                                                             <C>                       <C>    

Other Liabilities
-----------------

Loans payable affiliates (shareholders)                             600                    2,665
Other liabilities                                                   581                      455
                                                                -------                  -------
    Total liabilities                                             7,467                    7,717
                                                                -------                  -------

Stockholders' Equity:
---------------------

Common stock                                                        150                      150
Preferred stock                                                       1                        -
Additional paid in capital - common stock                         7,794                        -
Accumulated deficit                                                (925)                    (920)
                                                                -------                  -------
Cumulative Foreign Currency
    Translation Adjustment                                           50                       23
    Total stockholders' equity                                    7,070                     (747)
                                                                  -----                     ---- 
        Total Liabilities and Stockholders' Equity              $14,537                   $6,970
                                                                =======                   ======

</TABLE>



          See accompanying notes to consolidated financial statements.

                                      -4-
<PAGE>



                       PC ETCETERA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                  (In thousands except for earnings per share)

                                                        1997              1996
                                                        ----              ----
                                                    (UNAUDITED)


Revenues                                              $ 4,267          $  2,109
Cost of revenues                                        2,629             1,072
                                                       ------            ------
Gross profit                                            1,638             1,037


Selling, general and administrative
     expenses                                           1,508               862
Research and development                                  103                 -
                                                      -------             -----
Operating Income                                           27               175

Share in profit of affiliate                                -                 8
Gain on sale of subsidiary                                 11                 -
Interest expense, net                                     (28)             (138)
                                                      --------           ------

Net income before provision
     for income taxes                                      10                45

Provision for income taxes                                  -                 -
                                                      -------            ------

Net Income                                            $    10          $     45
                                                      =======          ========


Earnings per share:

Net income                                            $0.0005            $45.00
                                                      =======            ======


Weighted average number of shares                      21,584                 1
                                                       ======           =======


          See accompanying notes to consolidated financial statements.


                                      -5-

<PAGE>



                       PC ETCETERA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                  (In thousands except for earnings per share)
<TABLE>
<CAPTION>
                                                                      1997          1996
                                                                      ----          ----
                                                                  (UNAUDITED)
<S>                                                                <C>            <C>   

CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income (loss) for the period                                  $    10        $   45

 Adjustments to reconcile net income (loss)
      to net cash provided by operating activities              

    Depreciation and amortization                                      251            99
    Capital gain                                                         -            (8)
    Increase in accrued severance pay, net                              21            13
    Decrease (increase) in trade receivables                           316          (138)
    Decrease in prepaid expenses                                      (180)            -
    Decrease (increase) in other receivables                            56         (137)
    Increase (decrease) in other assets                                 (5)            -
    Decrease (increase) in inventories                                  56           (21)
    Increase in trade payables                                        (767)          112
    Increase (decrease) in related parties                            (340)           75
    Increase in deferred income                                        203           220
    Increase (decrease) in accounts payable and
               accrued liabilities                                       2           (72)
    Accrued interest on shareholders' loan                               -            75
                                                                    ------         -----
        Net cash provided by operating activities                     (377)          263
                                                                  --------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property and equipment                                (385)         (225)
    Proceed from sales of property and equipment                         9             -
    Purchase of subsidiary/acquisition                                 (45)            -
    Cash acquired in Acquisition                                     1,217             -
                                                                  --------        ------
        Net cash used in investing activities                          796          (225)
                                                                 ---------       -------


</TABLE>


                                      -6-

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                <C>            <C>    

CASH FLOWS FROM FINANCING ACTIVITIES:

       Capital equipment obligation repayments                         (15)            -
       Increase in short-term bank credit                              (42)            -
                                                                   -------       -------
               Net cash provided by financing activities               (57)            -
                                                                   -------        ------

NET INCREASE IN CASH AND CASH EQUIVALENTS                              362            38

 Cash and cash equivalents at the beginning of the period              384            93
                                                                   =======        ======
 Cash and cash equivalents at the end of the period                $   746        $  131
                                                                   =======        ======

 Supplemental disclosure of cash flow information:
 Cash paid during the period for
        Income Taxes                                                    10            16
        Interest                                                        36            40

 Supplemental disclosure of non-cash and financing
        activities:
      A shareholder loan in the amount of $2,578 was
               converted to equity

</TABLE>





          See accompanying notes to consolidated financial statements.




                                      -7-





<PAGE>



                                PC ETCETERA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Interim Financial Statements

     The accompanying financial information is unaudited,  but in the opinion of
management,  reflects  all  adjustments  (which  include  only normal  recurring
adjustments)  necessary  to present  fairly the  Company's  financial  position,
operating  results  and  cash  flows  for  those  periods   presented.   Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted  pursuant to the rules and regulation of the Securities and
Exchange  Commission.  The financial  information  should be read in conjunction
with the  audited  financial  statements  and notes  thereto  for the year ended
December 31, 1996  included in the  Company's  most recent Annual Report on Form
10-KSB  filed with the  Securities  and  Exchange  Commission.  Results  for the
interim period are not necessarily indicative of results for the entire year.

Note 2. Recent Accounting Pronouncement

     In  February,   1997,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting  Standards  No 128 (FAS 128).  "Earnings  Per
Share".  This statement is effective for the Company's  quarter ending  December
31, 1997. The Statement  redefines  earnings per share under generally  accepted
accounting  principles.  Under the new standard,  primary  earnings per share is
replaced by basic  earnings  per share and fully  diluted  earnings per share is
replaced by diluted earnings per share.

     The  impact of FAS 128 on the  calculation  of  primary  and fully  diluted
earnings  per share for the three  months  ended  March 31, 1997 and 1996 is not
material.

Note 3. Proforma Results of Operations


     The unaudited financial statements for 1997 included in this report reflect
the operations of Sivan and Mashov CBT for the three months ended March 31, 1997
and the operations of PC Etcetera, Inc. since February 13, 1997, the date of the
stock  purchase   transaction   (See   Management's   discussion  and  Analysis,
"Background").  Because of the change in control, the stock purchase transaction
between Mashov and PC Etcetera, Inc. was accounted for as a reverse acquisition.
Based on such accounting  treatment,  Sivan is reported as the surviving entity.
The quarter ended March 31, 1996 includes the operations of Sivan only.

     On a proforma  basis had the  acquisition  occurred  January  1, 1997,  the
proforma results of operations would have been as follows:



                                       -8-

<PAGE>




        Revenues                    $4,874

        Net Loss                    ($126)

        Loss Per Share              ($.006)


Note 4. Accounting Policy

     For purposes of the  Statement  of Cash Flows,  the Company  considers  all
highly  liquid  instruments  with  maturity  of three  months or less to be cash
equivalents



                                       -9-

<PAGE>



Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

     This report  contains  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  Such  forward-looking  statements
involve  known and  unknown  risks and  uncertainties  that may cause the actual
results,  performance,  levels of activity, or achievements of PC Etcetera, Inc.
("PCE"), and its consolidated  subsidiaries  (collectively,  the "Company"),  or
industry  results,   to  be  materially   different  from  any  future  results,
performance,  levels of activity,  or achievements  of the Company  expressed or
implied  by  such  forward-looking  statements.  Factors  that  could  cause  or
contribute  to such  differences  include,  but are not limited to,  general and
economic business  conditions,  changes in the industry,  and the ability of the
Company to implement its business strategy, as well as those discussed elsewhere
in  this  report.  The  following  discussion  and  analysis  should  be read in
conjunction with the Company's  financial  statements and notes thereto included
elsewhere in this report.

Background

     As previously reported, effective February 13, 1997, a change of control of
PCE occurred pursuant to a Stock Purchase  Agreement dated February 6, 1997 (the
"Stock Purchase  Agreement")  between PCE and Mashov Computers Marketing Ltd., a
corporation incorporated under the laws of the State of Israel ("Mashov"), whose
shares  are  publicly  traded  on  the  Tel-Aviv  Stock  Exchange.  Mashov  is a
subsidiary of Mashov  Computers  Ltd.,  whose shares are also publicly traded on
the Tel-Aviv  Stock  Exchange.  Based on the Stock  Purchase  Agreement,  Mashov
acquired  8,438,924  shares  of  Common  Stock  and  658,412  shares of Series C
Preferred  Stock of PCE  (collectively,  the "Sale Stock"),  where each share of
Series C Preferred  Stock is convertible  into 10 shares of Common Stock and has
10 to 1 voting  rights in relation to shares of Common Stock.  In  consideration
for the Sale Stock, PCE acquired two of Mashov's  subsidiaries,  Sivan Computers
Training  Center  (1994) Ltd.  ("Sivan"),  and Mashov  Computer  Based  Training
(C.B.T.)  Ltd.,  both of which are  incorporated  under the laws of the State of
Israel.  Sivan and Mashov CBT are engaged in  instructor-led  personal  computer
training and the development and sale of technology-based  training products and
services.  As a result of the  transactions  provided for in the Stock  Purchase
Agreement,  Mashov  owns 69% of PCE's  equity and voting  securities  on a fully
diluted basis,  subject to an adjustment based upon the fiscal year 1996 audited
balance sheets of PCE, Sivan and Mashov. The Company  anticipates that the final
adjustment will be calculated during the second quarter of 1997.

     In  connection  with the  execution of the Stock  Purchase  Agreement,  PCE
executed a  Conversion  and Waiver  Agreement  effective  February 13, 1997 (the
"Conversion and Waiver  Agreement") with certain prior holders of its securities
and debt (the  "Conversion  Parties").  Pursuant  to the  Conversion  and Waiver
Agreement the Conversion  Parties  received Common Stock for the cancellation of
the debt owed by PCE and for the dilution of all options and  warrants  owned by
the  Conversion  Parties.  After  giving  effect to the  Conversion  and  Waiver
Agreement,  and aggregating their prior holdings,  the Conversion Parties, as of
March 31, 1997, own 4,812,509 shares of Common Stock of PCE.



                                      -10-

<PAGE>




Financial Reporting

     The unaudited  financial  statements for the first quarter of 1997 included
in this  report  reflect  the  operations  of Sivan and Mashov CBT for the three
months  ended March 31, 1997 and the  operations  of PCE and PC Etcetera  Israel
since February 13, 1997, the date of the stock purchase transaction.  Because of
the change in control, the stock purchase transaction between Mashov and PCE was
accounted  for as a reverse  acquisition.  Based on such  accounting  treatment,
Sivan is reported as the  surviving  entity and  financial  information  for the
quarter  ended March 31, 1996 reflects the  operations of Sivan.  Mashov CBT did
not begin operations until the second quarter of 1996. The financial  statements
for the quarter ended March 31, 1997 also include the  operations of Mashov CBT,
as well as Sivan  Jerusalem Ltd., a company in which Sivan had held a 50% equity
investment  until January 1997 when Sivan purchased the remaining  equity and it
became a wholly owned  subsidiary.  All dollar amounts referred to herein are in
thousands.

Quarter Ended March 31, 1997 Compared to Quarter Ended March 31, 1996

     Revenues consist primarily of revenues from services and product sales. The
Company's  revenues relating to instructor-led  training are recognized over the
life of the training  course.  CBT revenues are recognized  upon shipment of the
software provided that no significant  vendor  obligations remain and collection
of the related receivable is probable. Contract consulting revenue is recognized
as the services are  performed.  Revenues for the Company for the quarter  ended
March 31, 1997  increased 102% to $4,267 from $2,109 for the quarter ended March
31, 1996.  As indicated  above,  for  accounting  purposes  Sivan and Mashov CBT
acquired PCE in February,  1997. Sivan training  revenues  increased by 23% from
$2,109 for the quarter  ended  March 31,  1996 to $2,598 for the  quarter  ended
March 31,  1997.  This  increase in Sivan's  revenues  was due  primarily to its
success in offering  more  profitable  technical  courses which  replaced  lower
revenue  generating  application  courses.  This  was  possible  because  of the
increased  emphasis and substantial  growth in demand for Microsoft NT training.
First quarter 1997 revenues for PCE, Sivan Jerusalem and Mashov CBT were $1,327,
$236 and $117, respectively.

     Cost of revenues  for  instructor  led training  consists  primarily of the
expenses of instructors as well as classroom  space costs.  Cost of revenues for
consulting  services  consists  primarily of the labor costs of the  consultants
performing the work at our clients'  facilities.  Cost of revenues for CBT sales
include  development and manufacturing  costs of the products.  Cost of revenues
rose to 62% of revenues for the three months ended March 31, 1997 as compared to
51% of revenues for the three months ended March 31, 1996.  Cost of revenues for
Sivan was 61% of revenues  for the three months ended March 31, 1997 as compared
to 51% for the comparable  period in 1996.  This increase was primarily due to a
reclassification  of expenses which was made in order to provide a more accurate
picture of cost of revenues.

     Research  and  development   expenses  consist  primarily  of  salaries  of
employees engaged in on-going research and development  activities of technology
based  training  materials and other  related  costs.  Research and  development
expenses  amounted to $103 for the quarter  ended March 31, 1997 and were mainly
incurred by Mashov CBT which did not begin operating until the second quarter of
1996.




                                      -11-

<PAGE>



     Selling,  general and  administrative  expenses consist  primarily of costs
relating to promotion, advertising, trade shows and exhibitions, compensation of
sales  support,   travel  and  related  expenses.  such  expenses  also  include
compensation costs for administration,  finance and general management personnel
and  office  maintenance  and  administrative   costs.   Selling,   general  and
administrative  costs for the  Company  increased  by $646 to $1,508  during the
three months ended March 31, 1997 from $862 for the three months ended March 31,
1996.  Selling,  general and administrative  costs were $383 for PCE, $1,009 for
Sivan and Mashov CBT,  and $78 for Sivan  Jerusalem  for the three  months ended
March 31, 1997. Selling, general and administrative expenses for Sivan increased
from $590 for the quarter  ended  March 31,  1996 to $639 for the quarter  ended
March 31, 1997, an increase of 18%. The selling and marketing  expenses of Sivan
increased principally as a result of Sivan's 23% increase in revenues.

     Financial expenses consist primarily of interest expenses on bank and other
debt.  Financial  expenses decreased to $28 for the quarter ended March 31, 1997
from  $138  for  the  quarter  ended  March  31,  1996.  This  decrease  was due
principally to the conversion of $2,578 of shareholder  loans into equity in the
first quarter of 1997. As a result of such conversion no interest was accrued on
the loans during the quarter ended March 31, 1997.

     During the quarter  ended  March,  1997,  both Sivan and PCE  operated on a
profitable  basis,  which  profits were offset by the  operations of Mashov CBT,
which incurred a loss of approximately $120.  Management's expects Mashov CBT to
continue  to  operate  at a loss for the  remainder  of 1997  while the  Company
invests in the subsidiary's future.

     As a result of the foregoing,  the Company incurred a net profit of $10 for
the quarter ended March 31, 1997 compared to $37 for the quarter ended March 31,
1996. Sivan's profit grew from $45 to $69 an increase of 86%.

Liquidity and Capital Resources

     At March 31, 1997, the Company had $746 in cash and cash  equivalents and a
working capital deficiency of $2,005. At December 31, 1996, the cash and working
capital  deficiency was $50 and $1,946  respectively for PCE and $384 and $1,618
respectively  for Sivan.  The  improvement  of the Company's cash position was a
result of Mashov's infusion of $1,200 pursuant to the Stock Purchase  Agreement.
It is the  intention  of Mashov to provide  continued  financial  support of the
Company,  if necessary,  to meet the Company's  obligations  for the next twelve
months.

     The Company used net cash from  operating  activities  of $377 in the first
quarter.  Accounts  receivable  increased  by $316 in the  first  quarter.  This
increase was due primarily to the increase in revenues. Trade payables decreased
by $767 during the first quarter.  The Company used $796 in investing activities
of which $385 was used to  purchase  fixed  assets and $45 was used to  purchase
Sivan Jerusalem.  Financing activities used $57 principally for the repayment of
debt.

     Prior to April 30, 1997, PCE was a party to a financing  agreement by which
it financed its trade receivables.  The balance outstanding under the agreement,
which was  limited to 75% of  eligible  receivables,  was  reported as a current
liability under "Loans Payable - Others." Effective April 30, 1997 the agreement
expired and the loan balance was repaid.



                                      -12-

<PAGE>


     Exhibits and Reports on Form 8-K.

     Exhibits.


Exhibit
Number                         Description of Exhibit
------                         ----------------------

2.1  Asset Purchase  Agreement dated as of August 12, 1994 among PCE, PC Israel,
     Elron, Adar International, Inc. and Elron Technologies Inc. (1)
2.2  Stock  Purchase  Agreement  dated as of  January  31,  1996 by and  between
     Training Holdings L.L.C. and PCE.(2)
2.3  Stock Purchase  Agreement dated February 6, 1997 and effective February 13,
     1997 by and between PCE and Mashov.(3)
3.1  Certificate of Designation with regard to Series C Preferred Stock.(4)
3.2  Certificate  of Amendment of Certificate  of  Incorporation  with regard to
     reverse split.(5)
3.3  Certificate of Incorporation, as amended.(6)
3.4  By-Laws.(7)
10.1 Lease for premises situated at 462 Seventh Avenue, 4th Floor, New York, New
     York.(5)
10.2 Lease for premises  situated at 462 Seventh Avenue,  18th Floor,  New York,
     New York.(8)
10.3 Amended and Restated 1987 Stock Option Plan.(9)
10.5 Stockholders'  Agreement dated as of August 12, 1994 among PCE, Elron, Adar
     International,  Inc., Elron Technologies  Inc., Terry I. Steinberg,  Joseph
     Sabrin and Gilbert H. Steinberg. (1)

--------------------------
(1)  Filed as an exhibit to PCE's Current  Report on Form 8-K for an event dated
     August 12, 1994 and hereby incorporated by reference thereto.




                                      -13-

<PAGE>



(2)  Filed as an exhibit to PCE's Current  Report on Form 8-K for an event dated
     January 31, 1996 and hereby incorporated by reference thereto.

(3)  Filed as an exhibit to PCE's Current  Report on Form 8-K for an event dated
     February 13, 1997 and hereby incorporated by reference thereto.

(4)  Filed as an exhibit to PCE's  Annual  Report on Form  10-KSB for the fiscal
     year ended December 31, 1996 and hereby incorporated by reference thereto.

(5)  Filed as an exhibit to PCE's  Annual  Report on Form  10-KSB for the fiscal
     year ended December 31, 1994 and hereby incorporated by reference thereto.

(6)  Filed as an exhibit to PCE's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1989 and incorporated herein by reference, as amended by
     document  filed as an exhibit to PCE's Annual Report on Form 10-KSB for the
     fiscal year ended  December 31, 1993 and hereby  incorporated  by reference
     thereto.

(7)  Filed as an exhibit to PCE's Registration  Statement on Form S-18 (File No.
     33-19521) and hereby incorporated by reference thereto.

(8)  Filed as an exhibit to PCE's  Annual  Report on Form  10-KSB for the fiscal
     year ended December 31, 1993 and hereby incorporated by reference thereto.

(9)  Filed as an exhibit to PCE's  Annual  Report on Form  10-KSB for the fiscal
     year ended December 31, 1992 and hereby incorporated by reference thereto.


     Reports on Form 8-K.

     The following Current Report on Form 8-K was filed since December 31, 1996:

     A Current Report on Form 8-K ("Form 8-K") was filed by the Company with the
Commission  on February  27,  1997 with  respect to the  execution  of the Stock
Purchase Agreement and the change of the Company's auditors.

     An  Amendment  No. 1 to the Form 8-K was filed by the  Company  on March 4,
1997 with respect to the change of the Company's auditors.

     An  Amendment  No. 2 to the Form 8-K was filed by the  Company on March 13,
1997 with respect to the change of the Company's auditors.

     An  Amendment  No. 3 to the Form 8-K was filed by the  Company on April 24,
1997 with respect to the financial statements of Sivan and Mashov CBT.



                                      -14-

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            PC ETCETERA, INC.

                                            By:/s/Roy Machnes
                                            -----------------
                                               Roy Machnes
                                               President and
                                               Chief Executive Officer


Date: May 15, 1997



                                      -15-