AMERTRANZ WORLDWIDE HOLDING CORP
10-Q/A, 1997-01-07
ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                   FORM 10-Q/A

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly period ended September 30, 1996

                                       OR
          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 001-14474


                        AMERTRANZ WORLDWIDE HOLDING CORP.

             (Exact name of registrant as specified in its charter)

Delaware                                                    11-3309110
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization                               Identification No.)

2001 Marcus Avenue
Lake Success, New York                                      11042
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: (516) 326-9000

                                  Inapplicable
         (Former name, former address and former fiscal year if changed
from last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes x/ No

At November  12,  1996,  the number of shares  outstanding  of the  registrant's
common stock was 5,926,504.


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<PAGE>




The  Registrant  hereby  amends  the  following  items,   financial  statements,
exhibits, or other portions of its Quarterly Report on Form 10-Q for the quarter
ended  September 30, 1996,  which was filed with the  Commission on November 12,
1996, as set forth below:

         Part II, Item 6(a) of the  Quarterly  Report on Form 10-Q is amended to
         reflect the filing, via EDGAR, of Exhibit 27 (Financial Data Schedule).


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereto duly authorized.


                                               AMERTRANZ WORLDWIDE HOLDING CORP.



Date:  January 7, 1997                         By:       /s/ Stuart Hettleman
                                                  ----------------------------
                                                  Stuart Hettleman
                                                  President



C66755A.198

                                        2

<PAGE>


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
financial  statements  as of and for the period ended  September 30, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0001009480
<NAME>                        AMERTRANZ WORLDWIDE HOLDING CORP.
<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           3,650
<SECURITIES>                                         0
<RECEIVABLES>                                    8,199
<ALLOWANCES>                                       358
<INVENTORY>                                          0
<CURRENT-ASSETS>                                12,056
<PP&E>                                           1,255
<DEPRECIATION>                                     272
<TOTAL-ASSETS>                                  25,074
<CURRENT-LIABILITIES>                           16,698
<BONDS>                                              0
                                0
                                      2,000
<COMMON>                                            59
<OTHER-SE>                                       3,845
<TOTAL-LIABILITY-AND-EQUITY>                    25,074
<SALES>                                         15,268
<TOTAL-REVENUES>                                15,268
<CGS>                                           11,572
<TOTAL-COSTS>                                   11,572
<OTHER-EXPENSES>                                 4,811
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 436
<INCOME-PRETAX>                                 (1,497)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             (1,497)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    (1,497)
<EPS-PRIMARY>                                    (0.26)
<EPS-DILUTED>                                        0
        


</TABLE>


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