PTI HOLDING INC
10QSB/A, 1997-01-15
SPORTING & ATHLETIC GOODS, NEC
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                    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 6/30/96

         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 August 9,
1996, 3,478,436 shares of the issuer's common equity were outstanding.

<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:  August   , 1996


                           PTI HOLDING INC.




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



<TABLE> <S> <C>


<ARTICLE>                     5


       
<S>                             <C>
<PERIOD-TYPE>                 6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   JUN-30-1996

<CASH>                                         305,229
<SECURITIES>                                         0
<RECEIVABLES>                                4,014,425
<ALLOWANCES>                                    65,748
<INVENTORY>                                  2,667,022
<CURRENT-ASSETS>                             7,982,515
<PP&E>                                       1,020,008
<DEPRECIATION>                                 596,491
<TOTAL-ASSETS>                              10,094,626
<CURRENT-LIABILITIES>                        3,030,628
<BONDS>                                              0
                                0
                                      2,500
<COMMON>                                        34,784
<OTHER-SE>                                   6,967,964
<TOTAL-LIABILITY-AND-EQUITY>                 7,002,748
<SALES>                                      9,444,839
<TOTAL-REVENUES>                             9,444,839
<CGS>                                        6,575,536
<TOTAL-COSTS>                                6,575,536
<OTHER-EXPENSES>                             1,214,076
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              24,074
<INCOME-PRETAX>                              1,645,769
<INCOME-TAX>                                   518,400
<INCOME-CONTINUING>                          1,655,227
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,127,369
<EPS-PRIMARY>                                      .29
<EPS-DILUTED>                                      .29
        


</TABLE>


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