10QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark one)

| 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 For the transition period from ____________ to ____________

Commission File No.  0-1921
                   ----------

                               POWER DESIGNS INC.
- --------------------------------------------------------------------------------
          (Name of Small Business Issuer as specified in its charter)

         New York                                              11-1708714
- -------------------------------                               ------------
(State or other jurisdiction of                             (I.R.S. Employer 
incorporation or organization)                            Identification Number)

14 Commerce Drive, Danbury, Connecticut                          11717
- ---------------------------------------                          -----
(Address of principal executive offices)                       (Zip Code)

                                 (203) 748-7001
- --------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                 250 Executive Drive, Edgewood, New York, 11717
- --------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

 Yes |_|  No |X|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.   Yes |_|  No |X|
                         
                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 2,391,493 as of November 13, 1996

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


                                    Page -1-



                                   SIGNATURES

      Pursuant to the requirements of the Act, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.


Date:  December 9, 1996            POWER DESIGNS INC.
                                   ------------------
                                     (Registrant)


                                   By: /s/ Rudolf Zeidler
                                       ---------------------------
                                        Rudolf Zeidler, President


                                    Page -2-

EX-27

 


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM POWER
DESIGNS, INC. CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1996 AND 1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

       
                             
<PERIOD-TYPE>                   3-MOS  
<FISCAL-YEAR-END>                              JUN-30-1997
<PERIOD-START>                                 JUL-01-1996
<PERIOD-END>                                   SEP-30-1996
<CASH>                                                   0
<SECURITIES>                                             0
<RECEIVABLES>                                       71,162
<ALLOWANCES>                                             0
<INVENTORY>                                        207,297
<CURRENT-ASSETS>                                   282,911
<PP&E>                                              45,650
<DEPRECIATION>                                      41,404
<TOTAL-ASSETS>                                     752,233
<CURRENT-LIABILITIES>                            2,087,132
<BONDS>                                                  0
<PREFERRED-MANDATORY>                                    0
<PREFERRED>                                              0
<COMMON>                                               240
<OTHER-SE>                                      (1,334,659)
<TOTAL-LIABILITY-AND-EQUITY>                       752,233
<SALES>                                             90,502
<TOTAL-REVENUES>                                    91,502
<CGS>                                               79,642
<TOTAL-COSTS>                                       79,642
<OTHER-EXPENSES>                                   142,267
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                   (130,407)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (130,407)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (130,407)
<EPS-PRIMARY>                                         (.05)
<EPS-DILUTED>                                         (.05)