FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                   QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended July 31, 1999           Commission File Number 0-21475

                           DYNAMIC INTERNATIONAL, LTD.
              -----------------------------------------------------
              (Exact Name of Registrant As Specified In Its Charter

             Nevada                                      93-1215401
-------------------------------                       -------------------
(State or other jurisdiction of                        I.R.S. employer
incorporation or organization)                        identification no.)

  58 Second Ave., Brooklyn, New York                         11215
---------------------------------------                    ----------
(Address of principal executive office)                    (Zip Code)

                                  718-369-4160
                          ----------------------------
                          (Registrant's telephone no.)

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 twelve 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 ninety days.

                                  Yes   X     No

As of August 31, 1999, 4,418,258 shares of the Registrant's common stock par
value $.001 were issued and outstanding.


<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                      Consolidated Condensed Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          July 31,1999          April 30, 1999
<S>                                                                        <C>                     <C>
Current Assets
Cash                                                                       $   99,048              $  109,514
Accounts Receivable - (Net of allowance for
   doubtful accounts of $371,685)                                           1,305,104               1,268,913
Inventory                                                                   2,274,641               2,444,460
Prepaid Expenses                                                              353,240                 109,003
Prepaid and Refundable Income Taxes                                            35,462                  31,640
                                                                           ----------              ----------
Total Current Assets                                                        4,067,495               3,963,530
Fixed Assets, at Cost, Less Accumulated
Depreciation                                                                   41,411                  46,833
Security Deposits                                                               1,800                  13,612
                                                                           ----------              ----------
Total Assets                                                               $4,110,706              $4,023,975
                                                                           ==========              ==========
Liabilities and Shareholders' Equity
Current Liabilities
Note Payable-Bank                                                          $  850,000              $  850,000
Accounts Payable & Accrued Expenses, Non-related                              569,238                 757,821
Accounts Payable & Accrued Expenses, Related                                  802,308                 591,429
Income Taxes Payable                                                           25,775                       0
                                                                           ----------              ----------
                                                                            2,247,321               2,199,250
Shareholders' Equity

Common Stock                                                                    4,419                   4,419
Additional Paid-In Capital                                                  4,869,796               4,869,796
Retained Earnings                                                          (3,010,827)             (3,049,487)
                                                                           ----------              ----------

Totals                                                                      1,863,388               1,824,728
Less Treasury Stock                                                                (3)                     (3)
                                                                           ----------              ----------

Total Shareholders' Equity                                                  1,863,385               1,824,725
                                                                           ----------              ----------

Total Liabilities & Shareholders' Equity                                   $4,110,706              $4,023,975
                                                                           ==========              ==========

</TABLE>

See Accompanying Notes to Consolidated Condensed Financial Statements.

                                       -2-


<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                 Consolidated Condensed Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              For the Three         For the Three
                                                                              Months Ended          Months Ended
                                                                              July 31, 1999         July 31, 1998
<S>                                                                           <C>                   <C>
Net Sales                                                                     $2,362,567            $ 1,702,009
Other Income                                                                          78                 20,927
                                                                              ----------            -----------
                                                                               2,362,645              1,722,936
Cost of Goods Sold                                                             1,729,279              1,133,319
                                                                              ----------            -----------
Gross Profit                                                                     633,366                589,617

Selling, General and Administrative Expenses                                     549,189                493,710

Interest                                                                          19,743                 18,452
                                                                              ----------            -----------
                                                                                 568,932                512,162
                                                                              ----------            -----------

Net Income Before Tax                                                             64,434                 77,455

Provision for Income Taxes                                                        25,774                 30,745
                                                                              ----------            -----------
Net Income                                                                    $   38,660            $    46,710
                                                                              ==========            ===========
Income per Common Share                                                             0.01                   0.01

Weighted Average Number of Common Shares
     Outstanding                                                               4,418,258              4,418,258

Cash Dividends per Common Share                                                   None                  None

</TABLE>

See Accompanying Notes to Consolidated Condensed Financial Statements.

                                       -3-


<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                           For the Three        For the Three
                                                                           Months Ended         Months Ended
                                                                           July 31,1999         July 31,1998
<S>                                                                        <C>                     <C>
Cash Flows from Operating Activities

Net income                                                                 $   38,660              $   46,710

Adjustments to Reconcile Net Income
to Net Cash Provided (Used for)
     Depreciation and Amortization                                              6,897                  13,243

Changes in Assets and Liabilities:
(Increase) decrease in:
     Accounts Receivable and Due From Suppliers                               (36,191)               (281,992)
     Inventory                                                                169,819                (272,945)
     Prepaid Expenses                                                        (244,237)               (396,732)
     Prepaid Taxes                                                             (3,822)                 26,201
     Security Deposits                                                         11,812                  (4,750)
Increase (decrease) in:
     Accounts Payable and Accrued Expenses                                     22,296                 (47,555)
     Income Taxes Payable                                                      25,775                 (69,608)
                                                                           ----------              ----------
     Net Cash - Operating Activities                                           (8,991)               (987,428)

Investing Activities:
Purchase of Property and Equipment                                             (1,475)                (10,150)

Financing Activities:
Proceeds from Banker's Acceptances                                                  0                 500,000

     Net Cash - Financing Activities                                                0                 500,000
                                                                           ----------              ----------
Increase (decrease) in Cash and Equivalents                                   (10,466)               (497,578)

Cash and Cash Equivalents, Beginning of Period                                109,514               1,575,248
                                                                           ----------              ----------
Cash and Cash Equivalents, End of Period                                   $   99,048              $1,077,670
                                                                           ==========              ==========


</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                       -4-


<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

              Notes to Consolidated Condensed Financial Statements
            for the Three-Month Periods Ended July 31, 1999 and 1998
                                   (Unaudited)

1.  BASIS OF PRESENTATION

The Consolidated Condensed Balance Sheet as of July 31, 1999 and the related
Consolidated Condensed Statements of Operations and Consolidated Condensed
Statements of Cash Flows for the three-month periods ended July 31, 1999 and
1998 are unaudited. In the opinion of management, all adjustments (which include
only normally recurring adjustments) necessary for a fair presentation of such
financial statements have been made.

The April 30, 1999 Balance Sheet data was derived from audited financial
statements but does not include all disclosures required by generally accepted
accounting principles. The interim financial statements and notes thereto should
be read in conjunction with the financial statements and notes included in the
Company's latest annual report on Form 10-K. The results of operations for the
three-month period ended July 31, 1999 are not necessarily indicative of the
operating results for the entire year.

2.  REORGANIZATION AND MANAGEMENT PLAN

On August 23, 1995, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. A Plan or Reorganization was
filed by the Company on October 30, 1995 and subsequently amended and modified
on February 22, 1996. On April 5, 1996, the creditors voted to accept the
amended and modified Plan (the "Plan"), and on May 23, 1996, the court confirmed
the Plan. The Plan was substantially consummated in August 1996. For accounting
purposes, the Company assumed the Plan was consummated on July 31, 1996.

As contemplated by the Plan, a new company, Dynamic International, Ltd. was
formed on July 29, 1996. On August 8, 1996, the Company merged into Dynamic
International, Ltd. The capital structure and the balance sheet of the combined
entity, immediately after the merger, were substantially the same as those of
the Company prior to the merger. The "new common stock" is referred to below as
the common stock of Dynamic International, Ltd.

Chapter 11 claims filed against the Company and subsequently allowed in the
bankruptcy proceeding totaled approximately $17,200,000. The Plan discharged
such claims through distributions of cash of approximately $515,000 and issuance
of shares of new common stock. The cash distributions were paid in August 1996.
A total of 3,198,798 shares of new common stock was issued on July 25, 1996, out
of which 2,976,000 shares were issued to one secured creditor; 160,000 shares
were issued to unsecured creditors; and 62,798 shares were issued to the
preconfirmation common stock equity interest holder.

The discharge of claims was reflected in the April 30, 1996 financial
statements. The stock distribution value is based on the reorganization value of
the Company determined by projecting cash flows over an eleven-year period and
discounting such cash flows at a cost of capital rate of 15% and the statutory
federal, state and local tax rates currently in effect. The discounted residual
value at the end of the forecast period is based on the capitalized cash flows
for the last year of that period. Cash distributions and the estimated stock
distribution value totaling $531,561 has been recorded as Other Liabilities as
of April 30, 1996. The gain of approximately $16,700,000 resulting from the
excess of the allowed claims over the total value of the cash and the common
stock distributed to the secured and unsecured creditors has been recorded as an
extraordinary gain for the year ended April 30, 1996.

                                                                  Continued.....

                                       -5-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                                   (Continued)
              Notes to Consolidated Condensed Financial Statements
            for the Three-Month Periods Ended July 31, 1999 and 1998
                                   (Unaudited)

The eleven-year cash flow projection was based on estimates and assumptions
about circumstances and events that have not yet taken place. Such estimates and
assumptions are inherently subject to significant economic and competitive
uncertainties and contingencies beyond the control of the Company, including,
but not limited to, those with respect to the future courses of the Company's
business activity. Accordingly, there will usually be differences between
projections and actual results because events and circumstances frequently do
not occur as expected, and those differences may be material.

As part of the reorganization, the Company will continue to sell hand and light
exercise equipment and sports bags/luggage, all of which have a proven market
acceptance. Management believes it can increase revenues by increasing its focus
on direct response marketing. Therefore, it intends to develop plans to use
infomercials to market these products. The Company adopted "fresh-start
reporting" in accordance with Statement of Position ("SOP") 90-7 issued July 31,
1996 by the American Institute of Certified Public Accountants. SOP 90-7 calls
for the adoption of fresh-start reporting if the reorganization value of the
emerging entity immediately before the date of confirmation is less than the
total of all post-Petition and allowed claims, and if holders of existing voting
shares immediately before confirmation receive less than fifty percent of the
voting shares of the emerging entity, both conditions of which were satisfied by
the Company. Although the confirmation date was May 23, 1996, fresh-start
reporting was adopted on July 31, 1996. There were no material fresh-start
related adjustments during the period May 23, 1996 to July 31, 1996.

Under fresh-start accounting, all assets and liabilities are restated to reflect
their reorganization value, which approximates book value at date of
reorganization. Therefore, no reorganization value has been allocated to the
assets and liabilities. In addition, the accumulated deficit of the predecessor
company at July 31, 1996 totaling $713,601 was eliminated, and at August 1,
1996, the reorganized company's financial statements reflected no beginning
retained earnings or deficit. The reorganization value in excess of amounts
allocable to identifiable assets was written off at April 30, 1999.

                                                                   Continued....

                                       -6-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                                   (Continued)
              Notes to Consolidated Condensed Financial Statements
            for the Three-Month Periods Ended July 31, 1999 and 1998
                                   (Unaudited)

3.       Inventories

         The inventories consist of finished goods.

4.       Debt Financing:

         On April 30, 1998 the Company entered into a credit agreement with
         Chase Manhattan Bank ("Chase") for maximum borrowing of $1,500,000 in
         the form of letters of credit and bankers acceptances. The agreement
         also provided for a security interest in the inventory and notes and
         accounts receivables of the Company. In addition, the agreement
         provides for the personal guarantee of the President and major
         shareholder of the Company in the amount of $250,000. As of July 31,
         1999 the Company's aggregate balance of $1,483,144 consisted of
         $850,000 in bankers acceptances and $633,144 of outstanding letters of
         credit. The bankers acceptances were discounted at 6.25% per annum.

                                       -7-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        Three Months Ended July 31, 1999
                 as Compared to Three Months Ended July 31, 1998

GENERAL

The following discussion should be read in conjunction with the Consolidated
Financial Statements and related notes thereto of the Company included elsewhere
herein. The discharge of claims under the bankruptcy proceedings described
immediately below has been reflected in the financial statements for the fiscal
year ended April 30, 1996. Effective August 8, 1996, the Company completed a
migratory merger from Delaware to Nevada by merging into a newly formed Nevada
entity, thereby changing its name from Dynamic Classics, Ltd. to Dynamic
International, Ltd. The balance sheet of the combined entity was substantially
identical to that of the Company prior to the merger. The Company and its
predecessor are herein together referred to as the "Company".

Because of the application of fresh-start reporting, the financial statements
for the periods after reorganization are not comparable in any respects to the
financial statements for the periods prior to the reorganization.

PLAN OF REORGANIZATION

On August 23, 1995, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. In May 1996, the Bankruptcy
Court approved a plan of reorganization pursuant to which creditors would
receive partial satisfaction of their claims. The amount of claims allowed under
the bankruptcy proceedings aggregated approximately $17,223,800, which exceeded
the assets as recorded immediately subsequent to the confirmation of the Plan by
approximately $12,970,400. Under the Plan, the Company made cash payments in the
amount of approximately $515,800. MG Holding Corp. ("MG"), which had purchased a
promissory note from the Company's principal financial institution, received
2,976,000 shares of Common Stock, in satisfaction of such promissory note,
representing approximately 93% of the issued and outstanding shares thereby
gaining absolute control over the Company's affairs. An additional 160,000
shares and 62,798 shares were issued to the Company's unsecured creditors and
the Company's existing security holders, respectively. The value of the cash and
securities distributed under the Plan aggregated $531,561. An amount of
$16,692,193, representing the difference between the value of the total
distribution and the amount of allowable claims under the bankruptcy was
recorded as an extraordinary gain.

                                                                  Continued.....

                                       -8-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                                   (Continued)
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                        Three Months Ended July 31, 1999
                 as Compared to Three Months Ended July 31, 1998

RESULTS OF OPERATIONS

Statements contained herein which are not historical facts are forward looking
statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions, the
Company's ability to complete development and then market its products and
competitive factors and other risk factors detailed herein.

Sales for the three months ended July 31, 1999, increased by $661,000 or 38.8%
to $2,363,000 from $1,702,000 for the three months ended July 31, 1998. During
the three months ended July 31, 1999, sales to Kohl's Department Stores and
Officemax increased by $565,000 and $115,000 respectively. Sales to Kohl's
Department Stores and Officemax represented approximately 25% and 5%,
respectively, of the Company's sales for the three months ended July 31, 1999.

The Company's gross profit of $634,000 for the three months ended July 31, 1999
was $44,000 higher than the gross profit of $590,000 for the three months ended
July 31, 1998. This was primarily the result of increased sales volume.

Operating expenses, exclusive of interest expense, for the three months ended
July 31, 1999 were $56,000 higher than the three months ended July 31, 1998.
This increase is represented approximately by changes in the following expenses:

                                                      Increase
                                                     (Decrease)

Shipping Fees                                        $26,000.00
Sales Representative Commissions                     $19,000.00
Show Expenses                                        $13,000.00

Shipping fees and sales representative commissions increased due to the
increased sales volume by $26,000 and $19,000 respectively. Show expenses
increased by $13,000 due to increased costs of the Company's participation in
trade shows.

Interest expense for the three months ended July 31, 1999 increased by $2,000
due to increased borrowing on the Company's bank credit line.

                                       -9-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

The following table sets forth the result of operations for the periods
discussed above.

                                           Three Months         Three Months
                                              Ended                Ended
                                          July 31, 1999        July 31, 1998

Net Sales                                   $2,363,000           $1,702,000
Other Income                                         0               21,000
                                            ----------           ----------

                                             2,363,000            1,723,000

Cost of Goods Sold                           1,729,000            1,133,000
                                            ----------           ----------

Gross Profit                                   634,000              590,000

Operating Expenses                             550,000              494,000
Interest                                        20,000               18,000
                                            ----------           ----------

                                               570,000              512,000
                                            ----------           ----------

Pretax Income                                   64,000               78,000


LIQUIDITY AND CAPITAL RESOURCES

During the three months ended July 31, 1998, cash used by operating activities
amounted to $9,000. This was the result of net income and decreased inventory
and security deposits, increases in accounts payable and accrued expenses and
income taxes payable of $39,000, $170,000, $12,000, $22,000 and $26,000
respectively. These sources of cash were offset by increases in accounts
receivable and due from supplier and prepaid expenses of $36,000, $244,000,
respectively.

Investing activities used cash of $1,475 for molds.

The Company anticipates a positive cash flow from operations for the fiscal year
ended April 30, 2000. This positive cash flow will be the result of the
anticipated profit and decreases in inventory, prepaid expenses and increased
accounts payable to be offset by an increase in account receivable. The company
believes that the projected positive cash flow and the Chase Manhattan credit
line, current levels of inventory and accounts receivable will be sufficient to
sustain operations and working capital needs for the next twelve months. No
assurance can be given that the Company will be successful in achieving its
anticipated increases in revenues and cash flows.

YEAR 2000 COMPLIANCE

Pursuant to a warehouse agreement with Achim Importing Co., Inc. ("Achim") which
is wholly owned by Marton Grossman, the Company's Chairman and President, the
Company relies exclusively on Achim's software and operating systems, financial
accounting systems and various other administrative functions. Achim has assured
the Company that it has reviewed its computer systems to identify those areas
that could be adversely affected by Year 2000 software failures and has taken
the appropriate steps to avoid Year 200 problems. Currently, the Company cannot
predict the effect of the Year 2000 problem on entities with which it transacts
business and there can be no assurance it will not have a material adverse
impact on the Company's business, financial condition, result of operations or
cash flows.

                                      -10-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

SEASONALITY AND INFLATION

The Company's business is highly seasonal with higher sales typically in the
second and third quarter of the fiscal year as a result of shipments of exercise
equipment and sports bags/luggage related to the holiday season.

Management does not believe that the effects of inflation will have a material
impact on the Company, nor is it aware of changes on prices of material or other
operating costs or in the selling price of its products and services that will
materially affect the Company's profits. Statements contained herein which are
not historical facts are forward-looking statements. Forward-looking statements
involve a number of risks and uncertainties including, but not limited to,
general economic conditions, the Company's ability to complete development and
then market its products and competitive factors and other risk factors detailed
herein.

                                      -11-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                           Part II. Other Information

                                 Not Applicable

                                      -12-

<PAGE>
Form 10-Q FQE 7/31/99                                DYNAMIC INTERNATIONAL, LTD.

                                   Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    DYNAMIC INTERNATIONAL, LTD.

Date 9/14/99                        By /s/ William P. Dolan
                                       William P. Dolan, Vice President, Finance

                                      -13-