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 August 31, 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: October 14, 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 - August 31, 1999............................ 2

         Interim Statements  of  Operations  - For the three  months
         ended August 31, 1999 and August 31, 1998.......................... 3

         Interim Statements  of Cash  Flows - For the three months
         ended August 31, 1999 and August 31, 1998.......................... 4

         Interim Statements of Stockholders Equity For the three months
         ended August 31, 1999.............................................. 5

         Notes to 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 1 - LEGAL PROCEEDINGS....................................................

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

ITEM 3 - DEFAULTS UPON SENIOR 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...................................................................10

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

<PAGE>


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

                                                      August 31,      May 31,
                                                         1998          1999
                                                          $              $
ASSETS
CURRENT ASSETS

<S>                                                    <C>            <C>
Cash                                                   1,588,046      4,613,209
Accounts receivable                                    6,050,915      4,108,487
Inventory                                              4,207,824      4,997,296
Prepaid expenses                                         117,532         58,752
Income taxes recoverable                                 144,136           --
                                                     -----------    -----------
                                                      12,108,453     13,777,744
                  PROPERTY, PLANT AND EQUIPMENT          358,077        310,530
DEFERRED INCOME TAXES                                    539,955        575,672
                                                     -----------    -----------
TOTAL ASSETS                                          13,006,485     14,663,946
                                                     -----------    -----------
LIABILITIES
CURRENT LIABILITIES


Bank indebtedness (note 2)                               104,177      1,685,323
Accounts payable                                       1,980,640      1,042,253
Income taxes payable                                        --        1,110,132
Advances from affiliated                                 656,762
                                                     -----------    -----------
                                                                        441,232
parties (note 3)                                       2,526,049      4,494,470
                                                     -----------    -----------
SHAREHOLDERS' EQUITY
CAPITAL STOCK (note 4)                                 7,342,163      7,342,163
CUMULATIVE TRANSLATION ADJUSTMENT                       (179,001)       (47,062)
RETAINED EARNINGS                                      3,317,274      2,874,375
                                                     -----------    -----------
                                                      10,480,436     10,169,476
                                                     -----------    -----------
                                                      13,006,485     14,663,946
                                                     -----------    -----------
</TABLE>


                                      -2-
<PAGE>


CURTIS INTERNATIONAL LTD.
Interim Statements of Operations
As of August 31, 1999 and May 31, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>

                                                         1999             1998

                                                           $               $

<S>                                                    <C>             <C>
SALES                                                  10,413,498      8,693,213

Cost of sales                                           8,502,671      7,039,370
                                                       ----------     ----------

GROSS PROFIT                                            1,910,827      1,653,843
                                                       ----------     ----------

EXPENSES
Administrative                                            479,119        545,850
Selling                                                   368,182        397,354
Financial                                                 326,178        143,842
                                                       ----------     ----------

                                                        1,173,479      1,087,046
                                                       ----------     ----------
INCOME BEFORE INCOME TAXES                                737,348        566,797

Income taxes                                              294,449        226,719
                                                       ----------     ----------

NET INCOME                                                442,899        340,078
                                                       ----------     ----------

NET INCOME PER COMMON SHARE (note 5)                         0.08           0.09
                                                       ----------     ----------

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING (note 5)                                5,373,145      3,700,000
                                                       ----------     ----------
</TABLE>



                                      -3-
<PAGE>


CURTIS INTERNATIONAL LTD.
Interim Statements of Cash Flows
For the three months ended August 31, 1999 and 1998
(Amounts expressed in US dollars) (Unaudited)

<TABLE>
<CAPTION>

                                                       August 31,     August 31,
                                                          1999          1998
                                                            $            $
Cash flows from operating activities
<S>                                                       <C>           <C>
Net Income                                                442,899       340,078
Adjustments to reconcile net income to
net cash used in operating activities:
Amortization                                               14,847         6,888
Increase in accounts receivable                        (2,008,209)   (1,855,718)
Decrease in inventory                                     731,109        20,007
Increase in prepaid expenses                              (59,933)       (8,494)
Increase (decrease) in accounts payable                   958,135      (717,730)
Increase in income taxes payable                       (1,248,713)       (9,257)
                                                       ----------    ----------
Net cash used in operating activities                  (1,169,865)   (2,224,226)
                                                       ----------    ----------

Cash flows from investing activities:
Purchases of property, plant and equipment                (66,685)      (19,263)
Payment of mortgage receivable                               --         (73,665)
                                                       ----------    ----------

Net cash used in investing activities                     (66,685)      (92,928)
                                                       ----------    ----------

Cash flows from financing activity:
Decrease in bank indebtedness                          (1,570,405)     (796,000)
Increase (decrease) in advances from
affiliated parties                                       (208,627)      499,472
                                                       ----------    ----------
Net cash used in financing activities                  (1,779,032)     (296,528)
Effect of foreign currency exchange rate changes           (9,581)       88,845
                                                       ----------    ----------
                                                       (1,788,613)     (207,683)
                                                       ----------    ----------
Net decrease in cash/cash equivalents                  (3,025,163)   (2,524,837)
Cash and cash equivalents -  Beginning of
period                                                  4,613,209     3,401,180
                                                       ----------    ----------
End of period                                           1,588,046       876,343
                                                       ==========    ==========
Interest paid (received), net                              26,345       123,945
                                                       ==========    ==========
Income taxes paid                                       1,547,020         9,258
                                                       ==========    ==========

</TABLE>






                                      -4-
<PAGE>





CURTIS INTERNATIONAL LTD.
Interim Statements of Stockholders' Equity
For the three months ended August 31, 1999
(Amounts expressed in US dollars)
(Unaudited)
<TABLE>
<CAPTION>


                                                       Cumulative
                            Common        Retained     Translation
                            Stock         Earnings      Adjustment     Total
                               $              $             $            $
Balance as of
<S>                        <C>           <C>            <C>           <C>
   November 30, 1998       6,149,549     2,521,046      (118,920)     8,551,675

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        7,342,163     2,718,096      (339,125)     9,721,134

Foreign currency
    translation                 --            --         292,063        292,063

Net income for the
    quarter                     --         156,279          --          156,279
                         -----------   -----------   -----------    -----------
Balance as of May 31,
     1999                  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         7,342,163     3,317,274      (179,001)    10,480,436
                         ===========   ===========   ===========    ===========

</TABLE>




                                      -5-
<PAGE>





CURTIS INTERNATIONAL LTD.
Notes to Interim Financial Statements August 31, 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.



                                      -6-
<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
                                                   August 31,       August 31,
                                                     1999             1998
Closing Exchange rate at
     balance sheet date                              0.6698           0.6392
Average exchange rate for the period                 0.6744           0.6691



                                      -7-
<PAGE>




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
$8,000,000 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.

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 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.

4.CAPITAL STOCK

a)Authorized

  1,000,000 preferred shares

 15,000,000 shares of common stock

  Issued
                                          August 31,            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 August 31, 1999,
70,000 stock options were granted.

None of these options have been exercised to date.

5. 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.


                                      -8-
<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 Months Ended August 31, 1999 compared to the three months ended August 31,
1998.

Revenues for the three months ended August 31, 1999 were $10.4 million, a 19.8%
increase over the first quarter of 1998 revenues of $8.7 million. This increase
reflected the continuing strong expansion of the customer base in the United
States.

Gross profit for the first quarter of 2000 was $2.0 million, which is an
increase of $257,000, (15.5%) over the first quarter of fiscal 1999. All of this
increase was attributed to the increase in sales volume.

Selling expenses of $368,182 for the three months ended August 31, 1999 were in
line with the same period last year.

Administrative expenses of $479,119 for the three months ended August 31, 1999
were 12.2% lower than the three months ended August 31, 1998 primarily due to
reduced payroll costs. There were also cost savings associated with
consolidating operations into one location.

The increase in financial expenses for the three months ended August 31, 1999
was due to higher bad debt expenses related to increased sales volume, partially
offset by lower interest costs as a result of reduced bank indebtedness.

Net Income increased by $102,821, (30.2%) over the same period in the prior year
to $442,899 for the three months ended August 31, 1999. 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 first quarter of 2000
increased by 30.2%, to $442,899



                                      -9-
<PAGE>


Liquidity and Capital Resources

The company had a net increase in the use of cash for operations of $500,326 for
the three months ended August 31, 1999 over August 31, 1998. The principal use
of cash was traced to an increase in accounts receivable attributable to
increased sales volume, an increase in income taxes paid, and a reduction in
bank indebtedness. This was partially offset by an increase in accounts payable.

The Company received net proceeds from its initial public offering 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 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.






October 14, 1999                       By: /s/ JACOB HERZOG
                                           ----------------------------
                                           Jacob Herzog
                                           Chairman, Treasurer,
                                           Secretary/Principal
                                           Accounting Officer



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






                                      -10-