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 Quarter Ended February 28, 1999 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 Number 0-24847

                            CURTIS INTERNATIONAL LTD.
                            -------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ONTARIO, CANADA                                                    N/A
---------------                                                    ---
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

7 KODIAK CRESCENT, DOWNSVIEW, ONTARIO                            M3J 3E5
-------------------------------------                            -------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code: 416-636-5553

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 [ ]

                      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: April 12, 1999, 5,373,145
Shares of Common Stock outstanding.

         Transitional Small Business Disclosure (check One):

 Yes  [    ]         No  [ X ]


<PAGE>


                            CURTIS INTERNATIONAL LTD.

                                      INDEX

                                                                      PAGE

PART I - FINANCIAL INFORMATION

ITEM 1- FINANCIAL STATEMENTS

         Interim Balance Sheet - February 28, 1999............................ 3

         Interim Statements  of  Operations  - For the three  months and nine  
         months ended  February 28, 1999 and February 28, 1998................ 4

         Interim Statements  of Cash  Flows - For the  nine  months 
         ended  February 28, 1999 and February 28, 1998....................... 5
         
         Interim Statements of Stockholders Equity For the nine months
         ended February 28, 1999.............................................. 6

         Notes to Financial Statements......................................7-10

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS...............................11-12


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS....................................................

ITEM 2 - CHANGES IN SECURITIES................................................13

ITEM 3 - DEFAULTS UPON SENION SECURITIES......................................

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................

ITEM 5 - OTHER INFORMATION....................................................

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.....................................

SIGNATURES....................................................................14


                                       2




<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

CURTIS INTERNATIONAL LTD.
Interim Balance Sheets As of February 28, 1999 and May 31, 1998 (Amounts
expressed in US dollars) (Unaudited)
<TABLE>
<CAPTION>


                                        February 28,    May 31,
                                           1999          1998
                                             $             $
ASSETS

CURRENT ASSETS
<S>                                       <C>         <C>      
Cash                                      5,190,037   3,401,181
Accounts receivable                       6,236,631   4,084,729
Inventory                                 3,168,378   5,853,118
Prepaid expenses and sundry assets           96,192       8,737
Mortgage receivable (note 2)                  -          75,553
                                        ----------  ----------
                                         14,691,238  13,423,318

DEFERRED ISSUE COSTS                            -        89,845
PROPERTY, PLANT AND EQUIPMENT               218,033     172,209
                                         ----------  ----------
                                         14,909,271  13,685,372

LIABILITIES
CURRENT LIABILITIES

Bank indebtedness (note 3)                  427,157   8,729,357
Accounts payable                          3,053,296   2,259,681
Income taxes payable                        939,876     534,323
Current portion of advances from
affiliated parties (note 4)                 982,723     483,535
                                         ----------  ----------
                                          5,403,052  12,006,896

ADVANCES FROM AFFILIATED PARTIES                -       241,768
                                         ----------  ----------
                                          5,403,052  12,248,664

SHAREHOLDERS' EQUITY

CAPITAL STOCK (note 5)                    7,127,248          80
CUMULATIVE TRANSLATION ADJUSTMENT         (339,125)    (93,990)
RETAINED EARNINGS                         2,718,096   1,530,618
                                         ----------  ----------
                                          9,506,219   1,436,708
                                         ----------  ----------
                                         14,909,271  13,685,372
                                         ----------  ----------

</TABLE>


                                       3

<PAGE>





CURTIS INTERNATIONAL LTD.
Interim Statements of Operations
For the three and nine months ended February 28, 1999 and 1998 (Amounts
expressed in US dollars) (Unaudited)
<TABLE>
<CAPTION>


                          For the period ended February 28,
                          three months          nine months
                        1999       1998       1999       1998
                         $           $          $          $

<S>                  <C>         <C>       <C>         <C>       
SALES                7,886,132   6,821,660 33,297,447  22,341,958

Cost of sales        6,460,808   5,714,937 27,467,029  18,342,628

GROSS PROFIT         1,425,324   1,106,723   5,830,418  3,999,330
                    ----------   ---------   ---------  ---------

EXPENSES
Administrative         524,169     441,791   1,536,694  1,253,191
Selling                412,686     301,532   1,755,844  1,143,609
Financial              160,044     127,851     588,742    356,758
                     ---------   ---------   ---------  ---------
                     1,096,899     871,174   3,851,280  2,753,558
                     ---------   ---------   ---------  ---------

INCOME BEFORE
INCOME TAXES           328,425     235,549   1,979,138  1,245,772

Income taxes           131,375      97,458     791,661    500,408
                      --------     -------   ---------  ---------

NET INCOME             197,050     138,091   1,187,477    745,364
                       -------     -------   ---------  ---------

NET INCOME PER
COMMON SHARE
(note 6)                  0.04        0.04        0.27       0.20
                       -------     -------    --------    -------

WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
(note 6)             5,343,833   3,700,000   4,331,166  3,700,000
                     ---------   ---------   ---------  ---------

</TABLE>


                                       4


<PAGE>





CURTIS INTERNATIONAL LTD.
Interim Statements of Cash Flows For the nine months ended February 28, 1999 and
1998 (Amounts expressed in US dollars) (Unaudited)
<TABLE>
<CAPTION>


                                                    February 28,    February 28,
                                                       1999            1998
Cash flows from operating activities:
<S>                                                   <C>               <C>    
Net income                                            1,187,477         745,364
Adjustments to reconcile net income to
 net cash used in operating activities:
Amortization                                             30,144           9,629
Increase in accounts receivable                      (2,275,787)     (3,796,535)
(Increase)Decrease in inventory                       2,380,770        (641,721)
Decrease (Increase) in prepaid expenses
   and sundry assets                                    (87,223)          8,537
Increase in accounts payable
   and accrued expenses                               1,194,149       1,416,996
Increase in income taxes payable                        471,014          11,473
Net cash provided by (used in)
   operating activities                               2,900,544      (2,426,257)
                                                     ----------      ----------

Cash flows from investing activities:
Purchases of and equipment                              (54,219)         (5,637)
Payment of mortgage receivable                           72,570             451
                                                     ----------      ----------
Net cash provided by
   investing activities                                  18,351           5,186
                                                     ----------      ----------

Cash flows from financing activity:
Proceeds from public offering                         7,127,248            --
(Increase) decrease in
   bank indebtedness                                 (7,960,054)      3,518,480
Decrease in advances
   from affiliated parties                              (49,454)       (508,782)
Net cash provided by  (used in)
   financing activities                                (882,260)      3,009,698

Effect of foreign currency exchange
    rate changes                                       (247,779)         (4,295)
                                                     ----------      ----------

Net increase in cash/cash equivalents                 1,788,856         764,332
Cash and cash equivalents
-- Beginning of period                                3,401,181       1,251,542
                                                     ----------      ----------
-- End of period                                      5,190,037       2,015,874
                                                     ----------      ----------

Interest paid (received), net                           324,094         201,241
                                                     ----------      ----------

Income taxes paid                                       121,063          30,919
                                                     ----------      ----------
</TABLE>



                                       5
<PAGE>



CURTIS INTERNATIONAL LTD.
Interim Statements of Stockholders' Equity
For the nine months ended February 28, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                        Cumulative
                               Common      Retained     Translation
                                Stock      Earnings     Adjustments     Total
                                  $           $              $            $

Balance as of
<S>                             <C>        <C>            <C>         <C>      
   May 31, 1998                      80    1,530,618      (93,990)    1,436,708

Foreign currency
   translation                     --           --        (19,492)      (19,492)

Net income for
   the quarter                     --        340,079         --         340,079
                             ----------   ----------   ----------    ----------

Balance as of
   August 31, 1998                   80    1,870,697     (113,482)    1,757,295

Net proceeds from
   public offering            5,934,554         --           --       5,934,554

Foreign currency
   Translation                     --           --         (5,438)       (5,438)

Net income for
   the quarter                     --        650,349         --         650,349
                             ----------   ----------   ----------    ----------

Balance as of
   November 30,1998           5,934,634    2,521,046     (118,920)    8,336,760

Proceeds from
   public offering
   and exercise of
   "over-allotment
   option"                    1,192,614         --           --       1,192,614

Foreign currency
   translation                     --           --       (220,205)     (220,205)

Net income for
   the quarter                     --        197,050         --         197,050
                             ----------   ----------   ----------    ----------

Balance as of
   
   February 28,1999           7,127,248    2,718,096     (339,125)    9,506,219
                             ==========   ==========   ==========    ==========                                      6
    



                                       6
</TABLE>
<PAGE>



CURTIS INTERNATIONAL LTD.
Notes to Interim Financial Statements February 28, 1999
(Amounts expressed in US dollars) (Unaudited)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)Basis of Presentation

These interim Interim Financial Statements have been prepared in accordance with
Form 10-QSB specifications and, therefore, do not include all information and
footnotes normally shown in full annual Interim Financial Statements.

b)Principal Activities

The company was incorporated in Canada on December 12, 1990. The company is
principally engaged in the distribution and sales of consumer electronics,
audio, telecommunication products and computer accessories in Canada and the
United States of America.

c)Cash and Bank indebtedness

Cash and bank indebtedness includes cash in bank, amounts due to banks, and any
other highly liquid investments purchased with a maturity of three months or
less. The carrying amount approximates fair value because of the short maturity
of those instruments.

d)Other Financial Instruments

The carrying amount of the company's accounts receivable and approximate fair
value because of the short maturity of these instruments.

e)Long-term Financial Instruments

The fair value of each of the company's long-term financial assets and debt
instruments is based on the amount of future cash flows associated with each
instrument discounted using an estimate of what the company's current borrowing
rate for similar instruments of comparable maturity would be.

f)Inventory

Inventory is valued at the lower of cost and net realizable value. Cost is
determined on the average cost basis.


                                       7

<PAGE>




g)Property, Plant and Equipment

Property, plant and equipment are recorded at cost and are depreciated on the
declining balance basis over their estimated useful lives.

Leasehold improvements are amortized on the straight-line basis over the term of
the lease.

h)Sales

Sales represent the invoiced value of goods supplied to customers. Sales are
recognized upon delivery of goods and passage of title to customers. Sales are
translated to US dollars for reporting purposes only.

i)Foreign Currency Translation

The companies maintained their books and records in Canadian Dollars. Foreign
currency transactions are translated using the temporal method. Under this
method, all monetary items are translated at historical rates. Income and
expenses are translated at the rate in effect of the transaction dates.
Transaction gains and losses are included in the determination of earnings for
the period.

The translation of the Interim Financial Statements from Canadian dollars ("CDN
$") into United States dollars is performed for the convenience of the reader.
Balance sheet accounts are translated using closing exchange rates in effect at
the balance sheet date and income and expense accounts are translated using an
average exchange rate prevailing during each reporting period. No representation
is made that the Canadian dollar amounts could have been, or could be, converted
into United States dollars at the rates on the respective dates and or at any
other certain rates. Adjustments resulting from the translation are included in
the cumulative translation adjustments in stockholders' equity.

The following table sets forth, for the end of periods indicated, the exchange
rate and average rate for the periods translating balance sheet, revenue and
expense items:

Period Ending
                                        February 28,     May 31,
                                          1999            1998
Closing exchange rate at balance
    sheet date                            0.6632          0.6863
Average exchange rate for the period      0.6592          0.6920


j)Use of Estimates

The preparation of Interim Financial Statements requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the Interim Financial Statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.


                                       8


<PAGE>


2.MORTGAGE RECEIVABLE

The company sold land and a building owned by it on February 10, 1994 and took
back a first mortgage, secured by land and a building. Repaid in full during the
period.

3.BANK INDEBTEDNESS

The bank indebtedness bears interest at the bank's prime lending rate plus 0.50%
per annum. As security, the company has provided a general assignment of
accounts receivable, a general security agreement and an assignment of fire
insurance on the business assets. The company's line of credit extends to
$7,825,000 and is limited based on a formula which relates to receivables and
cashable instalments held by the company. The company must meet certain
covenants imposed by the bank.

4.ADVANCES FROM AFFILIATED PARTIES

The advances from affiliated parties bear interest at 8% per annum commencing
June 1, 1998. The principal sums shall be repaid in six equal quarter yearly
installments on the last day of the month in which each quarter-year occurs, the
first payment due November 30, 1998 and the last payment is due and payable on
February 28,2000.


                                       9

<PAGE>

5.CAPITAL STOCK

a)Authorized

  1,000,000 preferred shares

 15,000,000 shares of common stock

  Issued
                                           February 28,      May 31,
                                             1999             1998
                                               $                $

  Common shares(5,373,145)                   7,127,248         80

b)Stock Option Plan

The Board of Directors have adopted a stock option plan pursuant to which
400,000 shares of common stock are provided for issuance. As at February 28,
1999, 50,000 stock options were granted.

None of these options have been exercised to date.

6. NET INCOME PER COMMON SHARE

Net income per common share is computed by dividing net income by the weighted
average number of common shares outstanding.

Fully diluted net income per share was the same as basic net income per common
share.


                                       10


<PAGE>




ITEM 2. MANAGEMENT'S DISCUSSION AND ALANYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The statements contained in this filing that are not historical are forward
looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act, including statements regarding the Company's
expectations, liquidity, anticipated cash needs and availability and anticipated
expense levels. All forward looking statements included in this report are based
on information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward looking statement. It is
important to note that the Company's actual results could differ materially from
those in such forward looking statements.

Results of Operations

Three and Nine Months Ended February 28, 1999 Compared to the Three and Nine
Months Ended February 28, 1998.

Revenues for the three months ended February 28, 1998 were $7.9 million , a 16%
increase over the third quarter of 1998 revenues of $6.8 million . Year to date
revenue for the period ended February 28, 1999 increased by 49% over the same
period in 1998. This increase reflected the expansion of the customer base in
the United States. Actual sales growth in Canadian dollars, net of foreign
exchange differentials, was significantly higher at 61%, (based on year to date
actual revenues of $50.6 million CDN).

Gross profit for the third quarter of 1999 was $1.4 million which is an increase
of $300,000 (29%) over the third quarter of 1998. The year to date gross profit
increased in 1999 by $831,000 (46%) over the same period in 1998.
This was attributed to the increase in sales volume.

Selling expenses of $1,755,844 for the nine months ended February 28, 1999 and
selling expenses of $412,686 for the third quarter were in line with the same
periods for 1998 taking into account the increased sales volume.

Administrative expenses of $1,536,694 for the nine months ended February 28,
1999 were 25% higher than the nine months ended February 28, 1998 due to
increased staffing requirements to keep pace with increased sales.

The increase in financial expenses for the nine months ended February 28, 1999
was due to financing working capital requirements prior to the receipt of the
proceeds from the company's initial public offering. Income from operations
(before income taxes) increased by $92,876 over the same period in the prior
year to $328,425 for the three months ended February 28, 1999. Year to date
income increased by $734,000 over 1998. This improvement reflected continued
sales growth year to date through expanded penetration in the United States and
a broadening of product selection.

As a result of the above factors, net income for the third quarter of 1999
increased by 43%, to $197,050(59% and $442,113 year to date over 1998).

Liquidity and Capital Resources

The company had a favorable change in the use of cash for operations of
$2,900,544 for the nine months ended February 28, 1999 over February 28, 1998.
The principal use of cash was traced to an increase in accounts receivable
attributable to increased sales volume. This was partially offset by an increase
in accounts payable and income taxes.

The Company received net proceeds from its initial public offering in the amount
of $7,127,248 . The Company believes that the proceeds of the initial public
offering, coupled with income from operations will fulfill the Company's working
capital needs for the next 2 years. It is the Company's intention to utilize a
significant portion of the proceeds to aggressively seek synergistic
acquisitions. The company also intends to support its business through increased
marketing, advertising and distribution throughout North America. As the Company
continues to grow, bank borrowings, other debt placements and equity offerings
may be considered, in part, or in combination, as the situation warrants.

                                       11

<PAGE>

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is not party to any material legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         The Company completed an initial public offering of its Common Stock,
no par value ("Common Stock") pursuant to a registration statement declared
effective by the Securities and Exchange Commission on November 12, 1998, File
No. 333-56661 ("Registration Statement").

         The following are the Company's expenses incurred in connection with
the issuance and distribution of the Securities in the offering from the
effective date of the Registration Statement to the ending date of the reporting
period of this 10-QSB.
<TABLE>
<CAPTION>

          EXPENSE                                                 AMOUNT
          -------                                                 ------
<S>                                                            <C>        
     Underwriter's Discounts and Commission                    $   749,000
     Financial Advisory Fee                                    $    82,500
     Expenses Paid To or For Underwriters                      $    35,950
     Other Expenses(1)                                         $   524,700
     Total Expenses                                            $ 1,392,150
<FN>

--------------
(1) Estimate (includes $224,700 non-accountable expense allowance).

</FN>
</TABLE>


      None of the foregoing expenses were paid, directly or indirectly, to any
director or officer of the Company or their associates, to any person who owns
10 percent or more of any class or equity of securities of the Company, or to
any affiliate of the Company.

      The net offering proceeds to the Company after deducting for the foregoing
expenses were approximately $6,133,800.

      On December 14, 1998, the Underwriter exercised a portion of the
over-allotment option resulting in net proceeds of $754,171 to the Company.

      The Company did not utilize any of the net proceeds from the sale of the
Securities in the offering from the effective date of the Registration Statement
to the ending date of the reporting period of this 10-QSB.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
        Not applicable.

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

         There were no matters submitted to a vote of security holders during
the period covered by this report through the solicitation of proxies or
otherwise.

ITEM 5. OTHER INFORMATION

        Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a) Exhibits (Numbered in Accordance with Item 601 of Regulation S-B).

EXHIBIT NUMBER                     DESCRIPTION OF EXHIBIT
--------------                     ----------------------
     27                            Financial Data Schedule

         (b) The Company did not file any reports on Form 8-K during the quarter
for which this report is filed.

                                       12



<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.

                                                CURTIS INTERNATIONAL LTD.



April 13, 1999                                 By: /s/ JACOB HERZOG
                                                   ----------------------------
                                                   Jacob Herzog
                                                   Chairman, Treasurer,
                                                   Secretary/Principal
                                                   Accounting Officer



                                                By: /S/ AARON HERZOG
                                                    ----------------------------
                                                   Aaron Herzog
                                                   President/Chief Executive
                                                   Officer




                                       13