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 January 31, 2000 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 February 29,2000 , 4,418,258 shares of the Registrant's common stock par
                    value $.001 were issued and outstanding.


<PAGE>
Form 10-Q FQE 01/31/00                               dynamic international, ltd.

                      Consolidated Condensed Balance Sheets
                                   (Unaudited)

                                         January 31, 2000       April 30, 1999
Assets                                   ----------------       --------------

Current Assets
Cash                                        $    29,195          $   109,514
Accounts Receivable                           1,755,008            1,268,913
Inventory                                     3,953,377            2,444,460
Prepaid Expenses                                552,226              109,003
Prepaid and Refundable Income Taxes              36,188               31,640
                                            -----------          -----------
Total Current Assets                          6,325,994            3,963,530

Fixed Assets, at Cost, Less Accumulated
Depreciation                                     50,908               46,833
Security Deposits                                 1,000               13,612
                                            -----------          -----------
Total Assets                                $ 6,377,902          $ 4,023,975
                                            ===========          ===========
Liabilities and Shareholders' Equity

Current Liabilities

Notes Payable-Bank                           $1,075,000          $   850,000
Loans Payable - Related Party                   800,000                    0
Accounts Payable & Accrued Expenses,
  Non-related                                   828,218              757,821
Accounts Payable & Accrued Expenses,
  Related Party                               2,037,084              591,429
                                            -----------          -----------
                                              4,740,302            2,199,250
Shareholders' Equity

Common Stock                                      4,419                4,419
Additional Paid-In Capital                    4,869,796            4,869,796
Retained Earnings                            (3,236,612)          (3,049,487)
                                            -----------          -----------
Totals                                        1,637,603            1,824,728
Less Treasury Stock                                  (3)                  (3)
                                            -----------          -----------
Total Shareholders' Equity                    1,637,600            1,824,725
                                            -----------          -----------
Total Liabilities & Shareholders' Equity    $ 6,377,902          $ 4,023,975
                                            ===========          ===========

See Accompanying Notes to Consolidated Condensed Financial Statements.

                                       -2-

<PAGE>
Form 10-Q FQE 1/31/00                                dynamic international, ltd.

                 Consolidated Condensed Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                      For the Nine         For the Three         For the Nine            For the Three
                      Months Ended         Months Ended          Months Ended            Months Ended
                   January 31, 2000      January 31, 2000      January 31, 1999        January 31, 1999
                   ----------------      ----------------      ----------------        ----------------
<S>                   <C>                   <C>                  <C>                      <C>
Net Sales             $6,845,566            $2,827,473           $4,783,849               $1,500,067
Other Income                 311                    90               35,123                    3,372
                      ----------            ----------           ----------               ----------
                      $6,845,877            $2,827,563           $4,818,972               $1,503,439
                      ----------            ----------           ----------               ----------
Cost of Goods Sold     5,275,007             2,301,079            3,631,167                1,224,640
                      ----------            ----------           ----------               ----------
Gross Profit           1,570,870               526,484            1,187,805                  278,799

Selling, General &
Administrative
Expense                1,673,532               695,632            1,436,750                  491,984

Interest                  84,463                28,539               60,369                   24,379
                      ----------            ----------           ----------               ----------
                       1,757,995               724,171            1,497,119                  516,363

Net Loss
Before Taxes            (187,125)             (197,687)            (309,314)                (237,564)

Provision for Taxes            0                     0                    0                        0
                      ----------            ----------           ----------               ----------
Net Loss              $ (187,125)           $ (197,687)          $ (309,314)              $ (237,564)
                      ==========            ==========           ==========               ==========
Loss Per
Common Share               (0.04)                (0.04)               (0.07)                   (0.05)

Weighted Average No.
of Common Shares
Outstanding            4,418,258             4,418,258            4,418,258                4,418,258

Cash Dividends Per
Common Share                NONE                  NONE                 NONE                     NONE

</TABLE>
See Accompanying Notes to Consolidated Condensed Financial Statements.

                                      -3-

<PAGE>
Form 10-Q FQE 1/31/00                                dynamic international, ltd.

                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)

                                              For the Nine        For the Nine
                                              Months Ended        Months Ended
                                             January 31, 2000   January 31, 1999
                                             ----------------   ----------------
Operating Activities
Net loss                                        ($ 187,125)        $ (309,314)

Adjustments to Reconcile Net Income
to Net Cash Provided (Used for)
Depreciation and Amortization                       21,754             39,728

Changes in Assets and Liabilities:
(Increase) decrease in:
     Accounts Receivable                          (486,095)          (472,845)
     Inventory                                  (1,508,917)        (1,185,000)

     Prepaid Expenses                             (443,223)          (926,322)
     Prepaid Taxes                                  (4,548)            (3,005)
     Security Deposits                              12,612             (4,750)
Increase (decrease) in:
     Accounts Payable and Accrued
       Expenses                                  1,516,052            763,712
     Income Taxes Payable                                0            (79,422)
                                                ----------         ----------
               Net Cash - Operating Activities  (1,079,490)        (2,177,218)

Investing Activities:
Purchase of Property and Equipment                ( 25,829)           (18,985)

Financing Activities:
Proceeds from Banker's Acceptances                 225,000            650,000
Loans from Related Party                           800,000
                                                ----------         ----------
               Net Cash - Financing Activities   1,025,000            650,000
                                                ----------         ----------
Increase (decrease) in Cash and Equivalents       ( 80,319)        (1,546,203)

Cash and Cash Equivalents, Beginning of Period     109,514          1,575,248
                                                ----------         ----------
Cash and Cash Equivalents, End of Period        $   29,195         $   29,045
                                                ==========         ==========

See Accompanying Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>
Form 10-Q FQE 1/31/00                                dynamic international, ltd.

              Notes to Consolidated Condensed Financial Statements
           for the Nine-Month Periods Ended January 31, 2000 and 1999
                                   (Unaudited)

1.  Basis of Presentation

The Consolidated Condensed Balance Sheet as of January, 2000 and the related
Consolidated Condensed Statements of Operations and Consolidated Condensed
Statements of Cash Flows for the nine-month periods ended January 31, 2000 and
1999 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
nine-month period ended January 31, 2000 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 1/31/00                                dynamic international, ltd.

                                   (Continued)
              Notes to Consolidated Condensed Financial Statements
           for the Nine-Month Periods Ended January 31, 2000 and 1999
                                   (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 held 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 1/31/00                                dynamic international, ltd.

                                   (Continued)
              Notes to Consolidated Condensed Financial Statements
           for the Nine-Month Periods Ended January 31, 2000 and 1999
                                   (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 for the entire balance. As of
January 31, 2000 the Company's aggregate balance of $1,522,710 consisted of
$1,075,000 in bankers acceptances and $447,710 of outstanding letters of credit.
The bankers acceptances were discounted at 7% per annum.

                                       -7-

<PAGE>
Form 10-Q FQE 01/31/00                               dynamic international, ltd.

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                       Nine Months Ended January 31, 2000
                as Compared to Nine Months Ended January 31, 1999

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 1/31/00                                dynamic international, ltd.

                                   (Continued)
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                       Nine Months Ended January 31, 2000
                as Compared to Nine Months Ended January 31, 1999

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 nine months ended January 31,2000, increased by $2,062,000 or
43.1% to $ 6,846,000 from $4,784,000 for the nine months ended January 31, 1999.
During the nine months ended January 31, 2000, sales to Kohl's Department
Stores, Meijer, Inc., Sears and BJ'S Wholesale Club increased by $1,008,000 ,
$385,000, $342,000 and $200,000, respectively.

The Company's gross profit of $1,571,000 for the nine months ended January 31,
2000 was $383,000 higher than the gross profit of $1,188,000 for the nine months
ended January 31, 1999. This was primarily the result of the increased sales
volume.

Operating expenses, exclusive of interest expense, for the nine months ended
January 31, 2000 were $237,000 higher than the nine months ended January 31,
2000. This increase is represented approximately by changes in the following
expenses:

                                                             Increase
                                                            (Decrease)
                                                            ----------
Research and Development                                   ($  4,000)
Shipping Fees                                               $104,000
Freight Out                                                ($  8,000)
Sales representative Commissions                            $ 92,000
Advertising and Promotion                                   $ 24,000
Legal Fees                                                  $ 74,000
Insurance                                                  ($ 13,000)
Amortization of Reorganization Value                       ($  9,000)
Depreciation                                               ($  9,000)
Reorganization Expense                                     ($  6,000)

                                       -9-

<PAGE>
Form 10-Q FQE 01/31/00                               dynamic international, ltd.

                                   Continued
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                       Nine Months Ended January 31, 2000
               as Compared to Nine Months Ended January 31, 1999

Research and development expenditures decreased by $4,000 because of a decrease
in product development consulting expenditures. Shipping fees and sales
representative commissions increased due to the increased sales volume by
$104,000 and $92,000, respectively. Freight out costs decreased by $8,000.
Advertising and promotion expenses increased by $24,000 due to increased sales
of the Company's Jeep licensed products for which the Company is obligated to
pay one percent of sales as advertising to Daimler Chrysler Inc.. Legal fees
increased by approximately $74,000.The increase in legal fees is related to the
Company's defense against a patent infringement complaint filed by a competitor.
Insurance costs declined by approximately $13,000 due to reduced premiums.
Amortization of Reorganization Value decreased by $9,000 because the intangible
asset was written off as of April 30,1999. Depreciation expense decreased by
$9,000.Reorganization expense decreased by $6,000.

Interest expense for the nine months ended January 31, 2000 increased by $24,000
due to increased borrowing on the Company's bank credit line.

The following table sets forth the results of operations for the periods
discussed above:

                                      Nine Months              Nine Months
                                         Ended                    Ended
                                    January 31, 2000         January 31, 1999
                                    ----------------         ----------------
Net Sales                              $6,846,000               $4,784,000
Other Income                                    0                   35,000
                                       ----------               ----------
                                        6,846,000                4,819,000
Costs of Goods Sold                     5,275,000                3,631,000
                                       ----------               ----------
Gross profit                            1,571,000                1,188,000

Operating Expenses                      1,674,000                1,437,000
Interest                                   84,000                   60,000
                                       ----------               ----------
                                        1,758,000                1,497,000
                                       ----------               ----------
Pretax Loss                           ($  187,000)             ($  309,000)
                                       ==========               ==========

The Company's pretax loss of $187,000, for the nine months ended January 31,
2000, represents an $122,000 change from the pretax loss of $309,000 for the
nine months ended January 31, 2000.

                                      -10-

<PAGE>
Form 10-Q FQE 10/31/99                               dynamic international, ltd.

                                   Continued
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                       Nine Months Ended January 31, 2000
               as Compared to Nine Months Ended January 31, 1999

Liquidity and capital Resources

During the nine months ended January 31, 2000, cash used by operating activities
amounted to $1,079,000. This was approximately the result of increases in
accounts receivable, inventory and prepaid expenses of $486,000 , $1,509,000 and
$443,000 respectively. These uses of cash were offset by an increase in accounts
payable and accrued expenses of $1,516,052.

Investing activities used cash of $4,575 for molds and $21,254 for the purchase
of an automobile for a salesman.

Financing activities provided cash of $1,025,000.

Pursuant to an unwritten understanding, Achim Importing, Inc. ("Achim") a
company owned by Morton B. Grossman, President of the Company, makes its lines
of credit available to the Company, which will enable it to finance the
purchases of its inventory from overseas suppliers. Also, from time to time
Achim will purchase the products directly from the manufacturer and resell them
to the Company with out markup. In addition, Achim will from time to time, loan
funds to the Company for working capital. The Company believes that current
levels of inventory, accounts receivable, the Chase Manhattan credit line, the
availability of Achim's credit line to finance the Company's purchase of
inventory and working capital loans from Achim, will be sufficient to finance
its operations for the next twelve months.

                                      -11-

<PAGE>
Form 10-Q FQE 01/31/00                               dynamic international, ltd.

                                   Continued
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                       Nine Months Ended January 31, 2000
               as Compared to Nine Months Ended January 31, 1999

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
merchandise related to the holiday season.

Management does not believe that the effects of inflation will have material
impact on the Company, nor is it aware of changes in 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.

                                      -12-

<PAGE>
Form 10-Q FQE 01/31/00                               dynamic international, ltd.

                                   Continued
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                      Three Months Ended January 31, 2000
               as Compared to Three Months Ended January 31, 1999

Sales for the three months ended January 31, 2000 increased by $1,327,000 or
88.5% to $2,827,000 from $1,500,000 for the three months ended January 31,2000.

The Company's gross profit of $526,000 for the three months ended January 31,
2000 was $247,000 more than the gross profit of $279,000 for the three months
ended January 31, 1999. This increase was the result of the increased sales
volume.

Operating expenses for the three months ended January, 2000 were $203,000 higher
than the three months ended January 31, 1999. This increase is represented
approximately by changes in the following expenses:

                                                     Increase
                                                    (Decrease)
                                                    ----------
Shipping fees                                         $79,000
Sales Commission                                      $72,000
Legal Fees                                            $63,000
Insurance                                            ($10,000)

Shipping fees and sales commissions increased by $79,000 and $72,000
respectively because of the increase in sales .Legal fees increased by
$63,000.The increase in legal fees is related to the Company's defense against a
patent infringement complaint filed by a competitor. Insurance costs declined by
approximately $10,000 due to reduced premiums.

Interest expense for the three months ended January, 2000, increased by $5,000
due to increased borrowing on the Company's bank credit line.

                                      -13-

<PAGE>
Form 10-Q FQE 01/31/00                               dynamic international, ltd.

                                    Continued
                     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations
                       Three Months Ended January 31,2000
               as Compared to Three Months Ended January 31, 1999

The company's pretax loss of $198,000 represents an approximate $40,000 change
from a pretax loss of $238,000 for the three months ended January 31, 1999.

The following table sets forth the results of operations or the periods
discussed above:

                                         Three Months            Three Months
                                             Ended                   Ended
                                       January 31, 2000        January 31, 1999
                                       ----------------        ----------------
Net Sales                                 $2,827,000               $1,500,000
Other Income                                       0                    3,000
                                          ----------               ----------
                                           2,827,000                1,503,000
Costs of Goods Sold                        2,301,000                1,224,000
                                          ----------               ----------
Gross Profit                                 526,000                  279,000

Operating Expenses                           695,000                  492,000
Interest                                      29,000                   24,000
                                          ----------               ----------
                                             724,000                  516,000
                                          ----------               ----------
Pretax Loss                              ($  198,000)             ($  237,000)
                                          ==========               ==========

                                      -14-

<PAGE>
Form 10-Q FQE 01/31/00                               dynamic international, ltd.

                           Part II. Other Information

                                      None

                                      -15-

<PAGE>
Form 10-Q FQE 01/31/00                               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                               By /s/ William P. Dolan
                                      -----------------------------------------
                                      William P. Dolan, Vice President, Finance