SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM 10-Q
(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For The Quarter Ended November 30, 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.)

315 Atwell Drive, Toronto, ONTARIO                            M9W5C1
----------------------------------                           -------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: 416-674-2123

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: January 12, 2000, 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 - November 30, 1999 and May 31, 1999......... 2

         Interim Statements  of  Income  - For the three and six months
         ended November 30, 1999 and November 30, 1998...................... 3

         Interim Statements  of Cash  Flows - For the six months
         ended November 30, 1999 and November 30, 1998...................... 4

         Interim Statements of Stockholders Equity For the six months
         ended November 30, 1999............................................ 5

         Notes to Interim Financial Statements..............................6-8

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS...............................9-10


PART II - OTHER INFORMATION

ITEM 2 - CHANGES IN SECURITIES...............................................11

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K....................................11

SIGNATURES...................................................................12

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

<PAGE>


CURTIS INTERNATIONAL LIMITED
INTERIM BALANCE SHEETS
As of November 30, 1999 and May 31, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                   November 30,        May 31,
                                                       1999             1999
                                                        $                $

ASSETS

CURRENT ASSETS
<S>                                                           <C>     <C>
Cash                                                        --        4,613,209
Accounts receivable                                  13,295,354       4,108,487
Inventory                                             3,830,065       4,997,296
Prepaid expenses and sundry assets                      103,781          58,752
                                                    -----------     -----------
                                                     17,229,200      13,777,744

PROPERTY, PLANT AND EQUIPMENT                           428,579         310,530

DEFERRED INCOME TAXES                                   518,028         575,672

                                                    -----------     -----------
TOTAL ASSETS                                         18,175,807      14,663,946
                                                    ===========     ===========


LIABILITIES

CURRENT LIABILITIES
Bank indebtedness                                     2,759,410       1,685,323
Accounts payable                                      3,148,687       1,042,253
Income taxes payable                                    281,542       1,110,132
Advances from affiliated parties                        556,886         656,762
                                                    -----------     -----------
TOTAL LIABILITIES                                     6,746,525       4,494,470
                                                    -----------     -----------

SHAREHOLDERS' EQUITY
CAPITAL STOCK                                         7,342,163       7,342,163
CUMULATIVE TRANSLATION ADJUSTMENT                       (48,973)        (47,062)
RETAINED EARNINGS                                     4,136,092       2,874,375
                                                    -----------     -----------
TOTAL SHAREHOLDERS' EQUITY                           11,429,282      10,169,476
                                                    -----------     -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           18,175,807      14,663,946
                                                    ===========     ===========
</TABLE>



                                      -2-
<PAGE>


CURTIS INTERNATIONAL LIMITED
INTERIM STATEMENTS OF INCOME
For the three and six months ended November 30, 1999 and 1998
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                        For the period ended November 30,
                                     three months             six months
                                  1999         1998        1999         1998
                                    $           $            $            $


<S>                            <C>          <C>          <C>          <C>
SALES                          18,624,623   16,718,102   29,038,121   25,411,315

Cost of sales                  15,614,389   13,966,851   24,117,060   21,006,221
                              --------------------------------------------------
GROSS PROFIT                    3,010,234    2,751,251    4,921,061    4,405,094
                              --------------------------------------------------
EXPENSES
Adminstrative                     398,290      466,675      877,409    1,012,525
Selling                           930,659      945,804    1,298,841    1,343,158
Financial                         108,599      254,856      434,777      398,698
                              --------------------------------------------------
                                1,437,548    1,667,335    2,611,027    2,754,381
                              --------------------------------------------------
INCOME BEFORE INCOME TAXES      1,572,686    1,083,916    2,310,034    1,650,713

Income taxes                      753,868      433,567    1,048,317      660,286
                              --------------------------------------------------
NET INCOME                        818,818      650,349    1,261,717      990,427
                              --------------------------------------------------
NET INCOME PER WEIGHTED

AVERAGE COMMON SHARE                 0.15         0.16         0.23         0.26
                              --------------------------------------------------

WEIGHTED AVERAGE NUMBER OF

COMMON SHARES OUTSTANDING       5,373,145    3,949,667    5,373,145    3,824,833
                              --------------------------------------------------

</TABLE>



                                      -3-
<PAGE>


CURTIS INTERNATIONAL LIMITED
INTERIM STATEMENTS OF CASH FLOWS
For the six months ended November 30, 1999 and 1998
(Amounts expressed in US
dollars) (Unaudited)
<TABLE>
<CAPTION>

                                                      November 30,  November 30,
                                                         1999          1998
                                                           $             $

Cash flows from operating activities:
<S>                                                    <C>             <C>
Net income                                             1,261,717       990,427
                                                    --------------------------
Adjustments to reconcile net income to
     net cash used in operating activities:
Amortization                                              31,471        20,096
Deferred Income taxes                                     57,577            --
Increase in accounts receivable                       (9,190,454)   (5,834,889)
Decrease in inventory                                  1,166,872       715,191
Increase in prepaid expenses and sundry assets           (45,053)      (52,901)
Increase in accounts payable and accrued expenses      2,117,448       856,647
Increase/(decrease) in income taxes payable             (838,873)      543,625

Total Adjustments                                     (6,701,012)   (3,752,231)
                                                    --------------------------

Net cash used in operating activities                 (5,439,295)   (2,761,804)
                                                    --------------------------

Cash flows from investing activities:
Purchases of property, plant and equipment              (149,605)      (50,084)
Payment of mortgage receivable                                --         4,013
                                                    --------------------------
Net cash used in investing activities                   (149,605)      (46,071)
                                                    --------------------------

Cash flows from financing activities:
Proceeds from public offering                                 --     6,020,922
Increase (decrease) in bank indebtedness               1,074,582    (2,711,886)
Increase (decrease) in advances from
     affiliated parties                                  (99,811)      164,415
                                                    --------------------------
Net cash provided by financing activities                974,771     3,473,451
                                                    --------------------------

                                                    --------------------------
Effect of foreign currency exchange rate changes             920       (50,060)
                                                    --------------------------

Net increase/(decrease) in cash/cash equivalents      (4,613,209)      615,516
Cash and cash equivalents
--  Beginning of period                                4,613,209     3,401,181
                                                    --------------------------
--  End of period                                              0     4,016,697
                                                    ==========================

                                                    --------------------------
Interest paid (received), net                              1,147       353,757
                                                    ==========================

                                                    --------------------------
Income taxes paid                                      1,816,156        18,257
                                                    ==========================

</TABLE>








                                      -4-
<PAGE>





CURTIS INTERNATIONAL LIMITED
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
For the six months ended November 30, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                       Common
                                       Stock                                       Cumulative
                                     Number of                      Retained       Translation
                                       Shares        Amounts        Earnings       Adjustments      Total
                                  --------------------------------------------------------------------------

<S>                                 <C>            <C>             <C>              <C>          <C>
Balance as of May 31, 1999           5,373,145      7,342,163       2,874,375        (47,062)     10,169,476
Foreign currency translation                                                        (131,939)       (131,939)
Net income for the quarter                                            442,899                        442,899
                                  ---------------------------------------------------------------------------
Balance as of August 31, 1999        5,373,145      7,342,163       3,317,274       (179,001)     10,480,436
Foreign currency translation                                                         130,028         130,028
Net income for the quarter                                            818,818                        818,818
                                  ---------------------------------------------------------------------------
Balance as of November 30, 1999      5,373,145      7,342,163       4,136,092        (48,973)     11,429,282
                                  ===========================================================================

</TABLE>



                                      -5-
<PAGE>

CURTIS INTERNATIONAL LIMITED.
Notes to Interim Financial Statements November 30, 1999 (Amounts expressed in US
dollars) (Unaudited)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)   Basis of Presentation

These 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, Cash Equivalents, and Bank indebtedness

Cash, cash equivalents, 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 other financial
instruments 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.

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.

                                      -6-

<PAGE>


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 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
                                        November 30,   November 30,
                                          1999          1998
Closing exchange rate at balance
    sheet date                           0.6783       0.6523
Average exchange rate for the period     0.6785       0.6598

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.

2.   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
$13,566,000 and is limited based on a formula which relates to receivables cash
instruments, and inventory held by the company. The company has met all
covenants imposed by the bank.

                                      -7-

<PAGE>


3.   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 fiscal quarter
installments on the last day of fiscal quarter. The first payment was due August
31, 1998 and the last payment is due and payable on November 30, 1999.

4.   CAPITAL STOCK

a)   Authorized

  15,000,000 shares of Common Stock
   1,000,000 shares of Preferred Stock

  Issued
                                           November 30,  May 31,
                                             1999         1999

  Common shares (5,373,145)                 7,342,163   7,342,163


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 November 30,
1999, 120,000 stock options were issued and outstanding.

c)   Earnings Per Share

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

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



                                      -8-
<PAGE>


ITEM 2.  Management Discussion and Analysis 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 Six Months Ended November 30, 1999 Compared to the Three and Six
Months Ended November 30, 1998.

Sales for the three months ended November 30, 1999 were $18,624,623, a 11.4%
increase over the second quarter of 1998 revenues of $16,718,102. Year to date
revenue for the period ended November 30, 1999 increased by 14.3% over the same
period in 1998. This increase reflected the expansion of the customer base in
the United States.

Gross profit for the second quarter of 1999 was $3,010,234 which is an
increase of $258,983 (9.4%) over the second quarter of 1998. The year to date
gross profit increased in 1999 by $516,000 (11.7%) over the same period in 1998.
This was attributed to the increase in volume.

Selling expenses of $1,298,841 for the six months ended November 30, 1999 are in
line with the same periods for 1998.

Administrative expenses of $877,409 for the six months ended November 30, 1999
were 13.3% lower than the six months ended November 30, 1998 due to lower
occupancy costs associated with the consolidation of facilities that took place
in January 1999.

Financial expenses for the six months ended November 30, 1999 were lower due to
less financing of working capital requirements.

Income before income taxes increased by $488,769 over the prior year to
$1,572,685 for the three months ended November 30, 1999. Year to date income
before income taxes increased by $271,000 over same period 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 second quarter of 1999 has
increased by 25.9%, to $818,818 and for the six-month period have increased by
27.4% to $1,261,717.

                                      -9-


<PAGE>


Liquidity and Capital Resources

The company had an unfavorable change in the use of cash of $4,613,209 for the
six months ended November 30, 1999. The principal use of cash was traced to an
increase in accounts receivable attributable to increased sales volume, and the
seasonal fluctuation in sales. This was partially offset by a decrease in
inventory, and an increase in accounts payable.

The Company received net proceeds from a public offering effective November 12,
1998 in the amount of $7,342,163. 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 following 2 years. It is the Company's
intention to utilize a significant portion of the proceeds to aggressively seek
synergistic acquisitions, although we have no understandings or agreements to
acquire any companies at this time. 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.


                                      -10-


<PAGE>


PART II.  OTHER INFORMATION

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-Q.


         EXPENSE                                              AMOUNT
         -------                                              ------

         Underwriter's Discounts and Commission             $   836,573
         Financial Advisory Fee                             $    82,500
         Expenses Paid To or For Underwriters               $    35,950
         Other Expenses(1)                                  $   644,291
         Total Expenses                                     $ 1,599,314

         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.

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

         The net offering proceeds to the Company after deducting the foregoing
expenses were approximately $6,766,411.

         To date the Company has utilized the net proceeds from its initial
public offering as follows: repayment of loan $900,000, upgrading of M.I.S
$80,000, relocation to new facilities $100,000, sales and marketing $50,000. The
balance of approximately $5,636,411 has been used to temporarily reduce the
outstanding balance on the Company's line of credit with CIBC and for working
capital and general corporate purposes. The Company's temporary reduction of its
line of credit reduces the interest expense payable by the Company, while
keeping open such line of credit for immediate use by the Company.


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibit 27 Financial Data Schedule.
         (b)  There were no reports on Form 8-K filed during the quarter for
              which this report is filed.


                                      -11-

<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.






                                       CURTIS INTERNATIONAL LTD.
January 13, 2000                       By: /s/ JACOB HERZOG
                                           ----------------------------
                                           Jacob Herzog
                                           Chairman, Treasurer,
                                           Secretary/Principal
                                           Accounting Officer



January 13, 2000                       By: /S/ AARON HERZOG
                                       ----------------------------
                                           Aaron Herzog
                                           President/Chief Executive
                                           Officer



                                      -12-