<PAGE>

                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC 20549

                                  FORM 10-QSB
   
                                AMENDMENT NO. 1
    

(Mark one)

(X)   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

               For the quarterly period ended  September 30, 1995
_______________________________________________________________________________

(   )   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 or other jurisdiction of                  (IRS Employer
incorporation or organization)                   Identification No).


     462 Seventh Avenue, New York, NY             10018
_______________________________________________________________________________
     (Address of principal executive offices)     (Zip Code)

Issuer's telephone number_________________(212) 736-5870_______________________

_______________________________________________________________________________
  (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 the past 90 days. Yes _X_ No __

                         APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  2,927,462 shares of common stock as
                                 of November 1, 1995

<PAGE>

                         PC ETCETERA, INC. AND SUBSIDIARIES



PART I.  FINANCIAL INFORMATION

All references herein to numbers of shares of Common Stock and per share
amounts, and all references herein to dollar amounts that are based upon the
number of shares of Common Stock that are issued, give retroactive effect to the
one-for-five reverse split of the shares of Common Stock effectuated as of April
19, 1995.

The financial information herein is unaudited.  However, in the opinion of
management, such information reflects all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operations for the periods being reported.  Additionally, it should be noted
that the accompanying condensed consolidated financial statements do not purport
to contain complete disclosures in conformity with generally accepted accounting
principles.

The results of operations for the nine months ended September 30, 1995 are not
necessarily indicative of the results of operations for the full year.

These condensed consolidated financial statements should be read in conjunction
with the Company's financial statements for the year ended December 31, 1994 and
the notes thereto.

<PAGE>

                           PC ETCETERA, INC. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEET
                                 SEPTEMBER 30, 1995
                                    (UNAUDITED)


   
ASSETS:

CURRENT ASSETS:

Cash and Cash Equivalents                                               $55,740
Accounts Receivable                                                   1,652,183
Prepaid Expenses                                                        216,765
                                                                    -----------
     TOTAL CURRENT ASSETS                                             1,924,688
                                                                    -----------

PROPERTY AND EQUIPMENT:

Property and Equipment                                                1,611,395
Leasehold Improvement                                                   242,534
                                                                    -----------
                                                                      1,853,929
Less:  Accumulated Depreciation and Amortization                       (954,077)
                                                                    -----------
     TOTAL PROPERTY AND EQUIPMENT                                       899,852
                                                                    -----------

OTHER ASSETS:

Security Deposits                                                        80,532
Software (Net)                                                        1,287,965
Other Assets (Net)                                                       20,000
                                                                    -----------
     TOTAL OTHER ASSETS                                               1,388,497
                                                                    -----------
          TOTAL ASSETS                                               $4,213,037
                                                                    -----------
                                                                    -----------

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:

Accounts Payable and Accrued Expenses                                $1,707,976
Payroll Taxes Payable                                                    80,699
Deferred Revenue                                                        198,869
Loans Payable - Others - Current Portion                                477,109
Loans Payable - Affiliate - Current Portion                              36,540
Loans Payable - Bank - Current Portion                                   76,260
Capital Equipment Obligations - Current Portion                         195,319
                                                                    -----------
     TOTAL CURRENT LIABILITIES                                        2,772,772
                                                                    -----------

OTHER LIABILITIES:

Loans Payable - Bank                                                     63,451
Capital Equipment Obligations                                             8,601
                                                                    -----------
     TOTAL LIABILITIES                                                2,844,824
                                                                    -----------

STOCKHOLDERS' EQUITY:

Common Stock                                                             29,275
Preferred Stock                                                           1,000
Additional Paid in Capital                                            5,286,283
Accumulated Deficit                                                  (3,948,345)
                                                                    -----------
     TOTAL STOCKHOLDERS' EQUITY                                       1,368,213
                                                                    -----------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $4,213,037
                                                                    -----------
                                                                    -----------
    

<PAGE>

                          PC ETCETERA, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                    SEPTEMBER 30,
                                     (UNAUDITED)

   
<TABLE>
<CAPTION>
                                             NINE MONTHS ENDED          THREE MONTHS ENDED
                                            1995          1994          1995          1994
<S>                                      <C>           <C>           <C>           <C>
Revenues                                 $8,427,704    $8,166,221    $2,627,440    $2,719,172

Cost of Revenues                          4,737,283     3,627,255     1,664,563     1,199,057
                                         ------------------------    ------------------------
Gross Profit                              3,690,421     4,538,966       962,877     1,520,115
                                         ------------------------    ------------------------
Selling, General and Administrative       4,778,480     4,578,087     1,420,584     1,808,945
Research and Development                    577,707       276,165       176,125       276,165
                                         ------------------------    ------------------------
Operating  (loss)                        (1,665,766)     (315,286)     (633,832)     (564,995)
                                         ------------------------    ------------------------

Interest (Expense) (net)                    (75,631)      (89,987)      (27,155)     (37,202)
                                         ------------------------    ------------------------
Net (loss) Before Provision for
Income Taxes                             (1,741,397)     (405,273)     (660,987)     (602,197)
                                         ------------------------    ------------------------

Provision for Income Taxes                        0             0             0       (11,250)
                                         ------------------------    ------------------------
Net (loss)                              ($1,741,397)    ($405,273)    ($660,987)    ($590,947)
                                         ------------------------    ------------------------
                                         ------------------------    ------------------------

Net (loss) per share:
                                         ------------------------    ------------------------
Net (loss) per share                         ($0.64)       ($0.29)       ($0.23)       ($0.35)
                                         ------------------------    ------------------------
                                         ------------------------    ------------------------

Weighted Average Number of Shares         2,705,240     1,414,128     2,927,462     1,707,461
                                         ------------------------    ------------------------
                                         ------------------------    ------------------------
</TABLE>
    

<PAGE>
                          PC ETCETERA, INC.  AND SUBSIDIARIES
                          CONSOLIDATED STATEMENT OF CASH FLOWS
                            NINE MONTHS ENDED SEPTEMBER 30,
                                      (UNAUDITED)

   
<TABLE>
<CAPTION>
                                                         1995             1994
<S>                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss)                                         ($1,741,397)      ($405,273)

ADJUSTMENTS TO RECONCILE NET (LOSS) TO
   NET CASH (USED IN) OPERATING ACTIVITIES:

Depreciation and Amortization                             633,426         383,522

CHANGES IN OPERATING ASSETS AND LIABILITIES:

(Increase) in Accounts Receivable                        (221,273)       (125,076)
(Increase) in Prepaid Expenses                           (165,465)        (20,583)
Decrease in Security Deposits                              13,618             474
Increase (Decrease) in Accounts Payable                   384,642         (36,021)
Increase (Decrease) in Payroll Taxes Payable               (7,493)         10,440
Increase (Decrease) in Deferred Revenue                    96,141         (68,718)
                                                      ---------------------------
   NET CASH (USED IN) OPERATING ACTIVITIES             (1,007,801)       (261,235)
                                                      ---------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of Fixed Assets                                  (93,494)       (407,793)
                                                      ---------------------------
   Net Cash (Used in) Investing Activities                (93,494)       (407,793)
                                                      ---------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Increase in  Loans Payable - Bank                                         200,000
(Repayment of) Loans Payable - Bank                       (91,375)        (19,085)
Increase (Decrease) in Loans Payable - Other             (123,192)        201,144
(Repayment) of Capital Equipment Obligations             (170,670)       (106,074)
Issuance of Stock (Net of Expenses Incurred)            1,464,495         512,000
                                                      ---------------------------
   Net Cash Provided by Financing Activities            1,079,258         787,985
                                                      ---------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      (22,037)        118,957

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             77,777          30,478
                                                      ---------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                  $55,740        $149,435
                                                      ---------------------------
                                                      ---------------------------

                   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for
   Interest                                              $100,789         $89,249
   Income Taxes                                              $800         $17,180
</TABLE>
    

      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Capital lease obligations of $67,379 and $122,588, respectively, was incurred
when the Company entered into new leases for new equipment during the period
ending September 30, 1995 and 1994, respectively.

The Company effectuated a 1 for 5 reverse stock split resulting in a
reclassification between common stock and paid in capital of $77,099.

1,000,000 shares of preferred stock were converted into 1,000,000 (post reverse
split) shares of common stock.

                          DISCLOSURE OF ACCOUNTING POLICY

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

<PAGE>

               MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

   
          Revenues for the three and nine months ended September 30, 1995 of
$2,627,440 and $8,427,704, respectively, represented a decrease of 3% and an
increase of 3%, respectively,  over revenues of $2,719,172 and $8,166,221,
respectively, for the three and nine months ended September 30, 1994.  During
the past two years, the Company has  broadened and augmented  its personal
computer support alternatives by offering two new service/product lines designed
to enhance its established instructor led training ("ILT") business.  The first,
contract consulting, is responsible for providing personal computer personnel,
on a temporary basis, to the Company's client base. Consulting revenues were
approximately $883,000 and $2,052,000, respectively,  for the three and nine
months ended September 30, 1995 as compared to approximately $408,000 and
$963,000, respectively for the three and nine months ended September 30, 1994,
an increase of 116% and 113%, respectively.  In addition,  the Company develops
and offers computer-based training ("CBT") programs to augment and supplement
its live training classes.  CBT programs were first introduced to clients during
the fourth quarter of 1993 and revenues from such programs grew from
approximately $385,000 for the  nine months ended September 30, 1994 to
approximately $1,089,000 for the nine months ended September 30, 1995.  CBT
revenues for the three months ended September 30, 1995 remained generally flat
at approximately $270,000, as compared to the three months ended September 30,
1994.   In September, 1995, the Company began to ship its CBT products through
the retail channel in addition to the current marketing strategy of selling to
corporate clients.  The Company has recognized no revenues and has deferred
direct costs related to such shipments as all product is returnable if not sold
through to end-users, and the Company has no historical basis for estimating
such returns.  At September 30, 1995, deferred revenues recorded in connection
with retail CBT shipments totaled $73,843.  Deferred direct costs for such
products, which represent design and production costs, amounted to $83,785 as of
September 30, 1995.   As discussed below, the Company purchased substantially
all of the assets of the ACE Division ("ACE") of Elron Electronic Industries,
Ltd. effective July 1, 1994 and formed PC Etcetera Israel Ltd. ("PC Israel").
The new Israeli operations generated revenues of approximately $174,000 and
$598,000, respectively  (which is included in the $270,000 and $1,089,000,
respectively, above) for the three and nine months ended September 30, 1995.
    

          During the three and nine months ended September 30, 1995,  the
Company experienced  a 27% and 24%, respectively,  decrease in ILT revenues as
compared to the three and nine months ended September 30, 1994.   On a regional
basis, revenues  (exclusive of those from the new service/product lines) from
New York/East Coast operations  decreased by 40% and 38%, respectively, Canadian
operations decreased by 5% and increased by 11% , respectively,  and San
Francisco, California operations increased by 7% and decreased by 11%,
respectively.  Management attributes the decreased ILT revenue to the fact that
software vendors did not release many new versions of existing software or any
new operating systems during the nine months ended September 30, 1995 prior to
the release of  Windows 95 on August 24, 1995.  Many of the Company's United
States clients have delayed any software conversions and training projects,
awaiting the release of Windows 95.  Certain clients are also delaying such
conversions and projects pending marketplace experience with Windows 95.  While
there are indications that the Company's client base intends to convert to
Windows 95 very few have done so as yet.  Historically, companies wait  many
months after a product is released before they fully convert to the new system.
Increased competition in both New York and San Francisco was also a factor in
the decreased revenues for such regions.   Canadian revenues increased due
primarily to several software application conversion or upgrade projects within
existing clients.

          The Company's cost of revenues for the three and nine months ended
September 30, 1995 was 63% and 56%, respectively, of revenues as compared to 44%
of revenues for the three and nine months ended September 30, 1994. The
Company's new service/product lines do not follow the same trends in cost of
revenues as the ILT business.  For example, cost of revenues for contract
consulting was 70% and 69%, respectively, of revenues for the three and nine
months ended September 30, 1995,

<PAGE>

respectively.  Such higher percentage reflects the greater compensation paid
to consultants based upon their higher skill level; however, all other variable
costs associated with classroom training do not pertain to consulting.
   
          Selling, general and administrative expenses for the three and nine
months ended September 30, 1995 of $1,420,584 and $4,778,480, respectively,
were approximately 21% lower, and 4% higher, respectively, than the selling,
general and administrative expenses of  $1,808,945 and 4,578,087, respectively,
experienced for the three and nine months ended September 30, 1994.  Included in
the nine months ended September 30, 1995 amounts is approximately $666,000  in
expenses incurred in connection with the new CBT product line  both in Israel
and North America.  Excluding the new CBT product line, selling, general and
administrative expenses decreased by approximately 10% for the nine months ended
September 30, 1995 as compared to 1994.  Management has implemented an
aggressive cost reduction plan.  As a result, selling, general and
administrative for the three months ended September 30, 1995 were approximately
$325,000 or 19% lower than selling, general and administrative expenses for the
three months ended June 30, 1995. These cost reductions are offset by increased
depreciation and amortization of additional computer equipment, leasehold
improvements,  and software.   The amortization expense of the Company's
intangible assets (software), which represented almost 31% of the Company's
assets and more than 94% of the Company's stockholders' equity as of September
30, 1995, will adversely affect the Company's results of operations.    The
Company is amortizing the software acquired over a 5 year period.  The Company
also experienced increased expenses and professional fees during the 1995 period
in connection with the financing discussed below under "Liquidity and Capital
Resources".
    
          Effective July 1, 1994, the Company purchased substantially all of the
assets of ACE which was engaged in the design, development and production of CBT
courseware and interactive multimedia training.  Such functions are currently
being performed by PC Israel. The research and development expenses of $176,125
and $577,707, respectively,  for the three and nine months ended September 30,
1995 reflect  the costs associated with the maintenance, design and enhancements
of the CBT design technology.   Research and development expenses were reduced
principally by staff reductions.
   
          The Company had a net loss of $660,987 and $1,741,397, respectively,
for the three and nine months ended September 30, 1995 as compared to $590,947
and $405,273 for the three and nine months ended September 30, 1994.  The
substantial increase in net loss for the nine month period  is attributable
primarily to the research and development and selling, general and
administrative costs (including software amortization expenses) associated with
the Company's CBT product line (established July 1, 1994), and decreased ILT
revenues offset by decreased selling, general and administrative expenses with
regard to the Company's non-CBT operations. Management believes that decreasing
ILT revenues will continue throughout the remainder of 1995 until training in
Windows 95 commences to any material degree. In addition, continued research and
development expenses are expected to have a material impact on results of
operations.
    



LIQUIDITY AND CAPITAL RESOURCES

          The Company's working capital deficiency increased to $848,084 at
September 30, 1995 as compared to $828,562 at December 31, 1994 , primarily due
to the net losses offset by the sale of preferred stock as described below.

          The Company is a party to a financing agreement pursuant to which it
finances its trade receivables.  The agreement is scheduled to expire on April
30, 1996.  The balance outstanding under the

<PAGE>

agreement, which, prior to August 1, 1995, was limited to 80% of eligible
receivables, is reported as a current liability under "Loans Payable-Others".
Effective August 1, 1995, the loan balance is limited to 75% of eligible
receivables.
   
          The Company used $1,007,801 in operating activities during the nine
months ended September 30, 1995, primarily due to its net loss of $1,741,397
during such period.  Such deficiency was increased by increased accounts
receivable of $221,273  and increased accounts payable of $384,642 during such
period as well as depreciation and amortization expenses of $633,426.  During
the period, the Company's financing activities provided cash in the amount of
$1,079,258  primarily through the sale of  stock as discussed below.
    
          During 1994, the Company made a substantial investment in state-of-
the-art computer equipment.  These purchases were funded through operating
profits for the previous year, equipment  leases provided by the equipment
manufacturer and bank loans.  The bank loans are repayable over three years and
are secured by all assets of the Company.

          Effective March 15, 1995, the Company entered into a Stock Purchase
Agreement  with certain investors  pursuant to which, among other things, the
Company issued an aggregate of 1,000,000 shares of Series B Preferred Stock and
500,000 warrants  for an aggregate purchase price of $1,500,000. Of the net
proceeds of $1,464,495, $10,000 was recorded as capital stock and $1,454,495 was
recorded as paid-in-capital.  The Company has agreed to use the proceeds for
research and development, CBT promotion and working capital purposes.

          Effective with the Company's April 19, 1995 one-for-five reverse split
of its shares of Common Stock, the Series B Preferred Stock mandatorily
converted into an aggregate of 1,000,000 post- reverse split shares of Common
Stock of the Company.
   
          The Company is presently exploring all possible opportunities in order
to fund the working capital deficiency including expanding its marketing
efforts, implementing  an aggressive cost reduction plan and negotiating with
vendors. Management believes that decreasing ILT revenues will continue
throughout the remainder of 1995 until training in Windows 95 commences to any
material degree.  In addition, continued research and development expenses are
expected to have a material impact on liquidity. Management does not anticipate
recording a material charge for restructuring for severance benefits, asset
impairments or the like.
    
          The Company is currently seeking additional debt financing  from
affiliated parties in order to alleviate cash flow demands.  No assurances can
be given that any such required financing will be available.

<PAGE>

                       PC ETCETERA, INC. AND SUBSIDIARIES

PART II.  OTHER INFORMATION

          Item 1.  LEGAL PROCEEDINGS

                        None

          Item 2.  CHANGES IN SECURITIES

                        None

          Item 3.  DEFAULTS UPON SENIOR SECURITIES

                        None

          Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                        None

          Item 5.  OTHER INFORMATION

                        None

          Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

                        (a)  EXHIBITS

                             3(a)   Certificate of Amendment of Certificate of
                                    Incorporation, filed April 18, 1995, with
                                    regard to one-for-five reverse split

                        (b)  REPORTS ON FORM 8-K

                             One Current Report on Form 8-K was filed during the
                             quarter ended September 30, 1995 as follows:

                             Date of Event:      August 11, 1995
                             Items Reported:     4 and 7

<PAGE>

                                     SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                               PC Etcetera, Inc.


   
February 12 ,  1996                            By: /s/ Terry Steinberg
    
                                               Terry I. Steinberg
                                               President (Principal
                                               Executive and Financial
                                               Officer)