FORM 10-Q

Securities and Exchange Commission
Washington, D.C.  20549

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  June 30, 1999

[   ]	TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission File No. 0-22372.

GRAND TOYS INTERNATIONAL, INC.


(Exact name of Issuer as specified in its charter)

	  Nevada
	    87-0454155
(State or other jurisdiction of
	(I.R.S. Employer
incorporation or organization
	Identification No.)

1710 Route Transcanadienne, Dorval, Quebec, Canada
H9P 1H7
(Address of principal executive offices)

(514) 685-2180
(Issuer's telephone number)


(Former name, former address and former fiscal year,
if changed since last report)

Indicate by check mark whether the Issuer (1) has filed
all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act 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    _____

Indicate the number of shares outstanding of the Issuer's
Common stock, as of July 31, 1999:
1,577,597


Index to Annual Report on Form 10 - Q
Filed with the Securities and Exchange Commission
Period ended June 30, 1999


ITEMS IN FORM 10 - Q

Page
Part I - Financial Information


Item 1.  Consolidated Financial Statements:


Consolidated Balance Sheets
      at June 30, 1999 and December 31, 1998              3-4


Consolidated Statements of Earnings
      For The Three Month and Six Month periods
      Ended June 30, 1999 and 1998                         5


Consolidated Statements of Stockholders' Equity
and Comprehensive Income                                    6


Consolidated Statements of Cash Flows
      For The Six Month Period
      Ended June 30, 1999 and 1998                         7


Notes to Consolidated Financial Statements               8-17



Item 2.  Management's Discussion and Analysis or
Plan of Operation                                       17-22


Item 3.  Quantitative and Qualitative Disclosures
About Market Risks                                        22

Part II - Other Information



Item 3. Reports on Form 8K                                22


Signatures                                              23-24











Part I. - Financial Information

Item 1.  Financial Statements

Consolidated Balance Sheets

<TABLE>
                                                        <C>          <C>
<S>                                                  		June 30,   	December 31,
                                                          		1999          	1998
                                                   		(Unaudited)
Assets

Current assets:
Accounts receivable (net of allowance for doubtful
accounts; 1999 - $66,968; 1998 - $43,143            	$3,862,840      	$7,728,979
Due from affiliated companies	                           21,260         	224,498
Inventory	                                            8,405,557       	4,318,107
Prepaid expenses	                                     1,291,487       	1,050,434
Total current assets	                                13,581,144      13,322,018

Equipment and leasehold improvements,
 net (note 2)                                          	804,029         	567,299

Goodwill (note 3)	                                    2,422,018               -


Total assets                                      	$	16,807,191    	 $13,889,317
</TABLE>


Consolidated Balance Sheets

<TABLE>

<S>                                                        <C>           <C>
                                                    		 June 30,   	December 31,
		                                                         1999           	1998
                                                   		(Unaudited)

Liabilities and Stockholders' Equity

Current liabilities:
 Bank indebtedness (note 4)	                        	$4,653,518      	$6,782,510
 Trade accounts payable	                              5,017,156        1,671,417
Other accounts payable and accrued liabilities         	 70,514       	1,034,743
Royalties payable	                                       37,971          	60,728
Income taxes payable	                                   750,717         	378,092
Total current liabilities	                           10,529,876       	9,927,490

Balance of purchase price payable (note 5)           	1,500,000              	-

Minority interest                                          	100	             100

Preferred stock (note  6)                            	1,000,000               	-

Stockholders' equity:
Capital stock (note 7)                                  	1,578           	 1,578
Additional paid-in capital	                         10,599,559	       10,599,559
Deficit                                           	(5,576,670)       (5,991,237)
Accumulated other comprehensive income -
cumulative currency translation adjustment         (1,247,252)         (648,173)
	                                                  	3,777,215        	3,961,727

Commitments and contingencies (notes 10 and 11)

Total liabilities and stockholders' equity	     $	16,807,191      	 	13,889,317
</TABLE>


See accompanying notes to consolidated financial statements.





Consolidated Statements of Earnings (Unaudited)


<TABLE>
<S>                                          <C>               <C>          <C>
                                         For the three months       For the six months
                                          ended June 30,             ended June 30,
                                           <C>           <C>            <C>         <C>
                                           1999         1998           1999        1998
Net sales                               $8,672,561    $5,831,516     $17,307,193  $10,428,050

Cost of goods sold                       6,006,377     3,432,002      12,004,419    6,279,860

Gross profit                             2,666,184     2,399,514       5,302,775    4,148,190


Operating expenses:

Selling, general and administrative      2,364,043     2,311,068       4,087,251    3,582,082
Foreign exchange gain                     (54,601)      (27,517)       (192,711)      (72,073)
Interest                                   125,044        18,901        252,757       119,928
Bad debt expense                             2,963        14,369         41,054        47,131
Depreciation and Amortization              144,501        45,191        212,514        81,248
                                         2,581,949     2,362,012      4,400,866     3,758,297

Earnings before income taxes                84,235        37,501        901,908       389,893

Current income taxes                       (5,355)        25,868        487,341       158,002

Net earnings                               $78,880       $11,633       $414,567      $231,891

Earnings per share (note 1(h))

    Basic                                     0.05           0.01         0.26          0.15
    Diluted                                   0.05           0.01         0.26          0.13

</TABLE>
See accompanying notes to consolidated financial statements.


Consolidated Statements of Stockholders' Equity  and Comprehensive Income
(Unaudited)

<TABLE>
<S>                 <C>         <C>             <C>          <C>           <C>
                                                          Cumulative
                   Common     Additional      Retained    Currency
                   Stock      Paid-In         Earnings    Translation
                              Capital         (Deficit)   Adjustment      Total



January 1, 1999    $1,578    $10,599,559    $(5,991,237)   $(648,173) $3,961,727

Net earnings
 for the period        -              -         414,567            -     414,567

Foreign currency
translation            -              -               -     (599,079)  (599,079)

Total comprehensive
income                -              -               -            -    (184,512)


June 30, 1999     $1,578     $10,599,559     $(5,576,670) $(1,247,252) $3,777,215
</TABLE>

See accompanying notes to consolidated financial statements.



Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
                                                            For the three months
                                                                 ended June 30,
   <S>                                                        <C>           <C>
                                                              1999          1998

Cash flows from operating activities:

Net earnings                                              $414,567     $ 231,891
 Items not affecting cash:
 Depreciation and amortization                             212,514        81,248
 Changes in operating working
 capital items, (note 9)                                 2,744,797   (2,184,211)
 Net cash provided by (used for) operating activities    3,371,879   (1,871,072)

Cash flows from financing activities:
 (Decrease)increase in bank indebtedness                (2,318,523)   1,969,699

 Other                                                    (699,980)      30,181

 Net cash provided by (used for)financing activities    (3,018,503)    1,999,880

Cash flows from investing activities:

 Additions to equipment                                  (104,692)     (128,809)
 Acquisition                                             (248,683)            -
 Net cash used for investing activities                  (353,375)     (128,809)

Net change in cash, being cash at end of year             $     -       $      -

Supplementary disclosure of cash flow information


Cash paid during the year for:

 Interest                                             $252,757         $119,928

 Income taxes                                         $148,698         $293,046

</TABLE>

See accompanying notes to consolidated financial statements.


Notes to Consolidated Financial Statements

Grand Toys International, Inc., a publicly held company, is organized under the
laws of the State of Nevada.  Its principal business activity, through its
wholly-owned Canadian and United States operating subsidiaries, is the
manufacture and distribution of toys and related items.

1. Significant accounting policies:

a) Financial statement presentation:

The accompanying consolidated financial statements for the three and six months
ended June 30, 1999, are not audited for the
mentioned period but include all adjustments (consisting of only normal
recurring accruals) which management
considers necessary for the fair representation of results at June 30, 1999.

Moreover, these financial statements do not purport to contain complete
disclosures in conformity with generally accepted accounting principles and
should be read in conjunction
with the Company's audited financial statements at and for the fiscal year ended
December 31, 1998 contained in the Company's Annual Report on Form 10-K.

The results for the six months ended June 30, 1999 are not necessarily
indicative of the results for the entire fiscal year ending December 31, 1999.

b) Principles of consolidation:

These consolidated financial statements, presented in U.S. dollars and in
accordance with accounting principles generally accepted in the United States,
include the accounts of Grand Toys International, Inc. and its subsidiaries.
All significant intercompany balances and transactions have been eliminated.

c) Inventory:

Inventory is valued at the lower of cost and net realizable value.  Cost is
determined by the first-in, first-out method.


Notes to Consolidated Financial Statements

1.  Significant accounting policies, continued:

d) Equipment,leasehold improvements and goodwill:

Equipment and leasehold improvements are stated at cost less accumulated
depreciation.  Depreciation methods and annual rates adopted by the Company
are as follows:

<TABLE>
<S>                          <C>                              <C>
Asset                        Method                          Rate
Computer equipment           Declining balance               30%
Machinery and equipment      Declining balance               20%
Furniture and fixtures       Declining balance               20%
Trucks and automobiles       Declining balance               30%
Telephone equipment          Declining balance               30%
Leasehold improvements       Straight-line                Term of
                                                   lease plus one
                                                     renewal term
Goodwill                     Straight-line               15 years
</TABLE>



e)	Revenue:

	Sales are recorded net of merchandise returns.

f)	Foreign currency translation:

i)  Grand Toys Ltd. and Grand Concepts Inc., wholly owned Canadian subsidiaries,
are classified as self-sustaining foreign operations, with assets and
liabilities translated into
U.S. dollars at the exchange rates prevailing at the balance sheet date and
sales,
expenses and cash flows translated at the average exchange rate for the year.
The resulting currency translation adjustments are accumulated and reported as
a separate component of stockholders' equity.

ii)  Other monetary assets and liabilities denominated in foreign currencies are
translated at the exchange rates prevailing at the balance sheet date.  Revenues
and expenses denominated in foreign currencies are translated at the rates of
exchange prevailing at
the transaction dates.  All exchange gains and losses are included in income.


1.  Significant accounting policies, continued:

g)	Earnings  per share:

i)  Basic earnings per share is determined by dividing the weighted average
number of common shares outstanding during the period into net earnings.

ii)  Diluted earnings per share gives effect to all potential dilutive common
shares that were outstanding during the period.

h)	Stock option plan:

The Company accounts for its stock option plan (the "Option Plan") in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock
Issued to Employees.  As such, compensation expense is recorded on the date of
grant only if the current market price of the underlying stock exceeds the
exercise price.  FASB Statement No. 123, which became effective in 1996, allows
entities to continue to apply the provisions
of APB Opinion No. 25 and requires pro forma net earnings and pro forma earnings
per share disclosures for employee stock option grants made in 1995 and future
years as if the fair-value-based method defined in FASB Statement No. 123 had
been applied.

Notes to Consolidated Financial Statements


2.  Equipment and leasehold improvements:

<TABLE>
                                   June 30,                      December 31,
                                     1999                               1998
<S>                            <C>          <C>           <C>            <C>
                               Cost      Accumulated                 Accumulated
                                         depreciation     Cost      depreciation

Computer equipment           $1,245,9950  $770,677      $1,094,822      $670,028
Machinery and equipment         679,820    442,284         432,770       356,343
Furniture and fixtures          480,853    445,419         458,318       427,574
Trucks and automobiles           83,017     81,021          80,395        78,122
Telephone equipment              39,709     35,810          38,455        34,261
Leasehold improvements          360,982    311,137         323,042       294,175

                             $2,890,377 $2,086,348      $2,427,802    $1,860,503

Net book value                     $ 804,029                   $ 567,299
</TABLE>

3.  Acquisition

On January 1, 1999, the Company acquired all of the assets of Ark Foundation LLC
for $2,500,000 consisting of the Company's convertible preferred stock having a
stated value of $1,000,000 and an interest bearing promissory note in the
principal amount of $1,500,000.

The Company accounted for the acquisition under the purchase method of
accounting and allocated the purchase price as follows:

Net Assets                               $   120,557
Goodwill                                   2,379,443
                                         $ 2,500,080

The acquisition of the above assets was financed as follows:

Series A 5% Cumulative Convertible
Redeemable Preferred Stock (note 6)      $ 1,000,000
Long-term debt (note 5)                    1,500,000
                                         $ 2,500,000
4.  Bank indebtedness:

The Company has a secured line of credit of $10,189,500 (CA $15,000,000) and
can draw down working capital advances and letters of credit in amounts
determined by percentages of its accounts receivable and inventory.  The
working capital advances are secured by all of the assets of the Company the
effective interest rate at June 30, 1999 on the Canadian denominated line was
8.00% which represents the lender's prime plus 1 1/4%.  As at June 30, 1999,
the unused portion of the credit facility was approximately $ 3,550,000.

5.  Long-Term Debt

The Company has long-term indebtedness in the form of a subsidiary's interest
bearing subordinated promissory note in the aggregate
principal amount of $1,500,000.  Interest is payable quarterly, commencing
April 1, 1999 at a rate of 5.76% per annum.  The note is secured by a pledge of
375,000 shares of the Company's common stock.

6.  Preferred Stock

Series A Cumulative Convertible Redeemable Preferred Stock

In connection with the acquisition of Ark Foundation LLC the Company created a
class of 200,000 shares of non-voting
Series A Convertible Redeemable Preferred Stock ("Series A Stock") with a par
stated value of $5.00 per share.  The Series A Stock ranks senior to the common
 stock.
The Series A Stock has a cumulative preferred quarterly dividend of 5% per annum
of the par value, payable in cash. The Series A stock is convertible beginning
on January 1, 2000 into shares of the Company's common stock.

7.  Capital stock:

a)  Authorized capital:

50,000,000, $0.001 par value voting common shares;
5,000,000, $0.001 par value preferred shares, issuable in series with such
designation, rights and preferences as may be determined from time to time by
the Board of Directors.

b)  Issued and outstanding:

<TABLE>
<S>                                                   <C>              <C>
                                                      June 30,  December 31,

                                                          1999          1998



1,577,597 common shares (1998 - 1,577,597
 common shares)                                        $  1,578       $  1,578

</TABLE>

8.  Stock options and warrants:

The Company has a stock option plan (the "Option Plan") which provides for the
issuance of up to 300,000 options to acquire the common stock of the Company.
Stock options granted under the Option Plan may be Incentive Stock Options under
the requirements of the Internal Revenue Code, or may be Non-qualified Stock
Options which do not meet such requirements.
Options may be granted under the Option Plan to, in the case of Incentive Stock
Options, all employees (including officers) of the Company, or, in the case of
Non-qualified Stock Options, all employees (including officers) or non-employee
directors of the Company.

Options have also been granted outside the Option Plan to three directors, key
executives, outside consultants and a supplier.  As well, warrants have been
issued to a director in his capacity as an investment banker, a distributor and
to the underwriter pursuant to the public
offering.  Some of these options and warrants have either expired or were
forfeited during the year.

Under the plan, the exercise price of each option equals the market price of
the Company's stock on the grant date and an option's maximum term is ten years.
The range of exercise prices for stock options and warrants outstanding at
June 30, 1999 is $2.87 to $31.25.

Details of the options and warrants, all of which are exercisable at year-end,
 are as follows:


<TABLE>
<S>                <C>       <C>        <C>            <C>          <C>
                                                                   Weighted-
                                                                   average
                   Option   Other                                  exercise
                   Plan     Stock                                  price per
                            Options      Warrants      Total       Share

January 1, 1999    44,100   1,779,772    105,000       1,928,872   $6.79

Granted            50,000       2,000          -          52,000    3.99

Forfeited              -    (281,000)          -        (281,000)  (5.49)

Expired                -      (2,000)     (50,000)        (52,000) (13.96)

June 30, 1999     94,100    1,498,772      55,000       1,647,872   $5.63
</TABLE>

<TABLE>
<S>                                        <C>           <C>             <C>
                                           Income       Shares         Per share
                                          (numerator) 	(denominator)    amount

Quarter ending June 30, 1999

Basic EPS
Earnings available to
common stockholders                      	$	 78,880     	1,577,597     	$	0.05

Effect of dilutive securities
Options                                          	-           	346          	-

Diluted EPS
Earnings available to
common stockholders
and assumed conversions	               $     78,880       1,577,712       $0.05

Period ending June 30, 1999
Basic EPS
Earnings available to common
stockholders                             $  414,567        1,577,597       $0.26

Effect of dilutive securities
Options                                           -              346          -

Diluted EPS
Earning available to common stockholders
and assumed conversions                  $414,567           1,577,943     $0.26
</TABLE>


Options to purchase 1,589,872 shares and warrants to purchase 55,000 shares of
the Company's common stock were not included in the diluted earnings per share
calculation as their effect is anti-dilutive.


9.  Changes in operating working capital items:
<TABLE>
<S>                                                      <C>                <C>
                                                    						For the three months
                                                               ended June 30,
                                                          1999              1998
Decrease in accounts receivable                       $4,055,026     $ 2,057,042
Decrease in due from affiliated company                  203,772
Increase in inventory                                 (3,894,710)      (951,577)
Increase (decrease) in prepaid expenses                 (212,576)       194,324
Increase (decrease) in trade accounts payable          3,248,354      (509,588)
Decrease in other accounts payable and accrued
liabilities                                            (983,840)    (2,667,096)
Decrease in royalties payable                           (24,402)      (158,427)
Increase (decrease) in income taxes                      353,172      (148,889)

                                                     $2,744,797    $(2,184,211)
</TABLE>

10.  Commitments:

The Company has entered into long-term leases with minimum annual rental
payments approximately as follows:

<TABLE>
<S>                         <C>
1999                 			$	195,000
2000		                    350,000
2001		                    277,000
2002		                    253,000
2003		                    235,000
Thereafter		              255,000
                  				$	1,565,000
</TABLE>

Rent expense for the period ended June 30, 1999 and 1998 amounted to
approximately $218,938 and $131,038 respectively.


11.  Contingencies:

(a)  A lawsuit for alleged breach of contract has been filed against the
Canadian subsidiary by a sales representative.  In the opinion of management,
the case should be settled.  However, at this point in time it is difficult to
ascertain or estimate the value of the settlement, if any.

The Company has been named in two lawsuits by a supplier of and a lessor to the
former U.S. subsidiary, Grand Group Inc. for recovery of amounts totaling
approximately $300,000 although the Company is not party to either contract.
In the opinion of management, there have been no recent developments and it is
difficult to ascertain the likelihood of an unfavorable outcome to the Company.

The Company has been named in a lawsuit by a lessor Company on behalf of its
 former U.S.
subsidiary, Grand Group for recovery of $277,718.44 for a lease co-signed by
the Company.  The amount of the claim cannot be ascertained as at
June 30, 1999.

b)  The Company's Canadian subsidiary, Grand Toys Ltd., is also contingently
liable for
outstanding letters of credit of approximately $1,627,000, as at June 30, 1999.

12. Segment Information

The Company operates primarily in one industry segment which includes the
distribution of toys and related items.  Virtually all sales are to Canadian
customers.

13.	 Financial instruments:

(a)	Foreign currency risk management:
The Company enters into forward foreign exchange contracts to minimize its
foreign currency exposure on purchases.  The contracts oblige the Company to buy
US dollars in the future at predetermined exchange rates.  The contracts are not
used for trading purposes.  The Company's policy is to enter into forward
foreign exchange contracts on a portion of its purchases anticipated in the next
selling season.  Gains and losses on forward exchange contracts are recorded in
income and generally offset transaction gains or losses on the foreign currency
cash flows which they are intended to hedge.

At June 30, 1999, the Company had purchased a contract to purchase US dollars.

(b)	Fair values:
Fair value estimates are made as of a specific point in time, using available
information
about the financial instruments.  These estimates are subjective in nature and
often cannot be determined with precision.

The fair value of the Company's accounts receivable, due from affiliated
companies, bank indebtedness, trade and other payables approximate their
carrying value due to the
immediate or short-term maturity of these financial instruments.

(c)	Interest rate risk:
The Company's principal exposure to interest rate risk is with respect to its
short-term financing which bears interest at floating rates.

14. 	Uncertainty due to the Year 2000 Issue:

The Year 2000 Issue arises because many computerized systems use two digits
rather than
four to identify a year.  Date-sensitive systems may recognize the year 2000 as
1900 or
some other date, resulting in errors when information using year 2000 dates is
processed.
In addition, similar problems may arise in some systems which use certain dates
 in 1999 to
represent something other than a date.  The effects of the Year 2000 Issue may
be
experienced before, on, or after January 1, 2000, and, if not addressed, the
impact on
operations and financial reporting may range from minor errors to significant
systems
failure which could affect an entity's ability to conduct normal business
operations.  It is not possible to be certain that all aspects of the Year 2000
 Issue affecting the entity,
including those related to the efforts of customers, suppliers, or other third
parties, will be fully resolved.

15. Comparative figures:

Certain comparative figures have been reclassified to conform with the financial
statement presentation adopted in the current year.


Item 2.   Management's Discussion and Analysis or Plan of Operation

Forward looking statements

This Form 10Q contains forward-looking statements about events and circumstances
that have not yet occurred.  For example, statements including terms such as the
Company "expects" or "anticipates" are forward-looking statements.  Investors
should be aware that the Company's actual results may differ materially from the
Company's expressed expectations because of risks and uncertainties about the
future.  The Company will not necessarily update the information in this Form
10Q
if and when any forward-looking statement later turns out to be inaccurate.
Risks and uncertainties that may affect the Company's future results and
performance include, but are not limited to, the following: intense competition
and pricing pressures in the toy industry; the general consolidation in the toy
industry; whether the Company's general strategy with respect to the toy
industry and the Company's implementation of that strategy will correctly
anticipate key trends in the toy industry; the Company's ability to expand its
product lines; the Company's relationships with retailers and other issues
with respect to the Company's distribution channels.  Additional information
about factors that could affect future results and events is included elsewhere
in this Form 10Q, in the Company's Form 10K for the year ended December 31, 1998
and in other reports
filed with the Securities and Exchange Commission.

Overview

Net sales consist of sales of products to customers after deduction of customer
cash discounts, volume rebate allowances, and returns of merchandise.  Sales are
recorded when the merchandise is shipped.

The cost of goods sold for products imported as finished goods includes the cost
of the product, a currency adjustment (if applicable), duty and other taxes, and
freight and brokerage
charges.  Royalties to suppliers not contingent upon the subsequent sales of the
suppliers' products are included in the price paid for such products.

Major components of selling, general and administrative expenses include:
payroll and fringe benefits; advertising expense, which includes the cost of
production of television commercials
and the cost of air time; advertising allowances paid to customers for
cooperative advertising
programs; and royalty expense.  Royalties include payments to licensors of
character properties and to manufacturers of its toy products if such payments
are contingent upon
subsequent sales of the products.  Royalties are usually a percentage of the
price at which the product is sold and are payable once a sale is made.


Item 2.   Management's Discussion and Analysis or Plan of Operation cont'd

Overview cont'd

Accounts receivable are receivables net of an allowance for doubtful accounts.
The allowance is adjusted periodically to reflect the current status of
receivables.  Management believes that
current reserves for doubtful accounts are adequate.  Sales of products to
retailers and
distributors are on an irrevocable basis.  Consistent with industry practices,
the Company may
make exceptions to this policy on a case-by-case negotiated basis.  Inventory is
comprised of finished goods at landed cost.

All amounts are in US$ unless otherwise noted.


Results of Operations

The following table sets forth consolidated operations data as a percentage of
net sales for the periods indicated:

<TABLE>
<S>                                           <C>            <C>       <C>       <C>
                                                 For the Three        For the six
                                                 Months Ended         Months Ended
                                                   June 30,           June 30
                                             1999          1998       1999      1998
                                              %             %          %        %
Net sales                                     100.00        100.00    100.00    100.00
Cost of goods sold                             69.26         58.85     69.36     60.22
Gross profit                                   30.74         41.15     30.64     39.78

Operating expenses:
 Selling, general and administrative           27.26         39.63     23.62     34.35
 Gain on foreign exchange                      (0.63)        (0.47)    (1.11)    (0.69)
 Interest                                       1.44          0.32      1.46      1.15
 Bad debt expense                                .03           .25      1.23      0.45
 Depreciation and amortization                  1.67           .77       .24       .78
Total operating expenses                       29.77         40.50     25.43     36.04

Earnings before income taxes                    0.97          0.64      5.21      3.74

Net earnings                                    0.01          0.20      0.02      2.22
</TABLE>

Comparison of the three months ended June 30, 1999 to the three months ended
June 30, 1998

Net Earnings

Net earnings were $78,880 for the second quarter of 1999 compared to a net
earnings of $11,633 for the same period last year.  The increase of $67,247 in
net earnings was mainly
due to the increase in net sales, off-set by an increase in cost of goods sold
and helped by a reduction in expenses as a percentage of sales.

Net Sales

Net sales increased by $2,841,045 or by 48.72% over net sales during the second
quarter of 1998.  The higher net sales volume was attributed to increases
in the sales of the product lines Furby (Tiger Electronics), WCW Wrestlers
 (Toy biz Inc.) and the Wet Set line of inflatables (Intex).

Gross Profit.

Gross profit for the Company increased by $266,670, or, as a percentage of
sales, gross profit decreased from 41.15% to 30.74%.  The decrease in gross
profit percentage was due to the product line, primarily due to the lower gross
margins associated with the Furby and Majorette product line and the
discontinuance of other product lines.

Selling, General and Administrative Expenses.

The increase in selling, general and administrative expenses of $52,975
compared to those of the first quarter of 1998 was negligible.  As a
percentage of sales a decrease of 12.37% was experienced, due tot he significant
increase in net sales.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED JUNE
30, 1998.

Net Earnings

Net earnings were $414,567 for the fist six months of 1999 compared to a net
earnings of $231,892 for the same period last year.  The increase of $182,676 in
net earnings was mainly due to the increase in net sales, offset by an increased
in cost of goods sold, and by a reduction in expenses as a percentage of sales.


Net Sales

Net sales increased by $6,879,143 or by 65.97% over net sales during the first
half of  1998.  The higher net sales volume was attributed to increase in the
sales of the product lines Furby (Tiger Electronics) and WCW Wrestlers (Toy Biz
Inc.) and the Wet Set line of inflatables (Intex).

Gross Profit

Gross profit for the Company increased by $1,154,585 however, as a percentage of
sales, gross profit decreased from 39.78% to 30.64%.  The decrease in gross
profit margins associated with the Furby and Majorette product lines and
the discontinuance of other product lines.


Selling, General and Administrative Expense

The increase in selling, general and administrative expenses of $505,169
compared to those of the first six months of 1998.  However, as a percentage
of sales a decrease of 10.73% was experienced due to significant increase in
net sales.

Liquidity and Capital Resources

The Company generally finances its operations through borrowings under Grand
Canada's Credit Agreement with its bank and by cash flow from operations.

In March 1996, Grand Canada entered into a three year banking arrangement with
a new
lending institution.  Grand Canada has a secured line of credit of US
$10,189,500 (CA $15,000,000) to enable it to meet its plans for growth in the
future.
Grand Canada may draw down working capital advances and letters of credit in
amounts determined by percentages of its
accounts receivable and inventory.  Working capital advances taken by Grand
 Canada bear
interest at prime plus 1 1/4%.  The term of the loan is three years. The loan,
 which originally
was scheduled to expire on April 1, 1999, was extended to August 31, 1999.
The Company has signed a letter of commitment with a new lending institution for
a three year loan comprised of a senior US revolving facility and secured term
loan of US $17,500,000.  The loan is expected to be funded in the third quarter.

Failure to obtain a credit facility would have a material adverse effect on the
Company.  The loan is guaranteed by the Company.

Accounts receivable at June 30, 1999 were $3,862,840 compared to $7,728,979 at
December 31, 1998.  Inventory was $8,405,557 at June 30, 1999 compared to
 $4,318,107 at December 31, 1998.  Due to the seasonality of the toy industry,
inventory levels will fluctuate according to customer demand.

Grand Canada's level of accounts receivable is subject to significant seasonal
variations due to
the seasonality of sales.  As a result, Grand Canada's working capital
requirements are
greatest during its third and fourth quarters.  In addition, to the extent that
accounts receivable, inventories, and guarantees and advance payments increase
as a result of the growth of Grand Canada's business, Grand Canada could require
additional working
capital to fund its operations.  Sources of such funding include cash flow from
 operations, drawings
on the financing facilities, or sales of additional equity or debt securities
by the Company.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1999 TO THE SIX MONTHS ENDED
JUNE 30, 1998.   cont'd

Working capital decreased from $3,394,528 at December 31, 1998 to $3,063,310 at
June 30, 1999.  Net cash provided by operating activities was $3,359,999 in the
quarter ended June 30, 1999 compared to net cash used for operations of
$1,871,072 in 1998 and cash used for additions to equipment was $104,682
 compared to $128,809 in 1998.

If the funds available under the Company's financing agreements, together with
its current
cash and cash equivalents are not sufficient to meet the Company's cash needs,
 the Company
may from time to time seek to raise capital from additional sources, including
 extension of its
current lending facilities, project-specific financing and additional public
or private debt or
equity financing.  Management believes that the Company has sufficient funding
at the present time to meet its 1999 forecast.

Effects Of Inflation

The Company does not believe that inflation has had a significant impact on its
financial position or results of operations in the past three years.

Year 2000 Compliance

The Year 2000 issue is the result of computer programs which were written using
two digits rather than four to define the applicable year.  For example,
 date-sensitive software may
recognize a date using "00" as the Year 1900 rather than the Year 2000.  Such
misrecognition could result in system failures or miscalculations causing
disruptions of operations, including,
among others, a temporary inability to process transactions, send invoices or
engage in similar normal business activities.

We have appointed one of our officers to develop a comprehensive Year 2000 plan
with the goal of completing updates to key systems by December 31, 1999.
We have assessed the
scope of our risks related to problems our computer systems may have in
 processing date
information related to the Year 2000 and believe such risks are not significant.
We have identified all of our significant internal software applications which
contain source
codes that may be unable to appropriately interpret the Year 2000 and have
already begun to
modify or replace those applications.  We have determined that our computer
system is Year 2000 compliant.   In addition, we have inquired of certain of our
 suppliers and customers
about their progress in identifying and addressing problems relating to the
 Year 2000.  Several of our customers and suppliers have informed us that they
do not anticipate problems in their
business operations due to Year 2000 compliance issues, and others have informed
 us that they have not yet addressed this issue.  We are currently unable to
determine the extent to
which Year 2000 issues will affect our customers and suppliers, or the extent to
which we would be vulnerable to their failure to remedy any such problems.
 However, we anticipate
that at least some of our  customers and suppliers will not be Year 2000
compliant when the
time comes, which will result in their inability to purchase from us or ship to
 us in a timely manner.

We are prepared to focus our time and effort on monitoring those accounts,
providing
assistance if possible and finding alternate sources if absolutely necessary.
 Although we do not expect this to occur, the worst case scenario is that this
contingency plan may cause us to
incur additional expenses  and delays in the shipments of some of our products.

New Accounting Pronouncements

In March 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share."  This
Statement establishes standards for computing and presenting earnings per share
 ("EPS") and applies to
all entities with publicly-held common stock or potential common stock.  This
Statement replaces the presentation of primary EPS and fully-diluted EPS with a
presentation of basic EPS and diluted EPS, respectively.  Basic EPS excludes
dilution and is computed by dividing
earnings available to common shareholders by the weighted-average number of
common
shares outstanding for the period.  Similar to fully diluted EPS, diluted EPS
reflect the
potential dilution of securities that could share in the earnings.  This
Statement is not expected
to have a material effect on the Company's reported EPS amounts.  The Statement
 is effective
for the Company's financial statements for December  31, 1998.


Part II - Other Information

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Impact of Foreign Currency Rate Changes.

During fiscal year 1998, most local currencies of our international subsidiaries
weakened against the U.S. dollar.  As of June 30, 1999, the currency of our
Canadian subsidiaries has strengthened.  Because we translated foreign
currencies into U.S. dollars for reporting purposes, currency fluctuations can
have an impact, on the Company's results.  See note 13 (a) of the Financial
Statements.

Item 3.  Reports on Form 8-K

No reports on Form 8-K were file during the quarter ended June 30, 1999

Signatures


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

Dated:  August 9, 1999		              	GRAND TOYS INTERNATIONAL, INC.


                                					By:  /s/ Stephen Altro
                                     						Stephen Altro
                                     						Chairman


                                     By:  /s/ Ron Goldenberg
                                     						Ron Goldenberg
                                     						Vice President, Chief Financial
                                           Officer, Secretary, Treasurer and
                                           Director	(Principal Financial and
                                           Accounting Officer)







Signatures


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

Dated:  August 9, 1999		                     	GRAND TOYS INTERNATIONAL, INC.


                                       					By:
                                      						Stephen Altro
                                      						Chairman
                                      						(Principal Executive Officer)


                                            By:
                                           	Ron Goldenberg
                                      						Vice President, Chief Financial
                                            Officer, Secretary, Treasurer and
                                            Director (Principal Financial and
                                            Accounting Officer)