FORM 10-Q

Securities and Exchange Commission
Washington, DC  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:  September 30, 1998

[   ]	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           	(IRS 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 each of the 
Issuer's classes of common equity, as of November 11, 1998: 
1,577,597

Index                                                       page

Part I. - Financial Information

Item 1.  Consolidated Financial Statements

Consolidated Balance Sheets
  As at September 30, 1998 and December 31, 1997            3-4

Consolidated Statements of Earnings
  For the Three Months and Nine Month Periods               
  Ended September 30, 1998 and 1997                         5

Consolidated Statements of Stockholders' Equity             6

Consolidated Statements of Cash Flows
  For The Nine Month Period
  Ended September 30, 1998 and 1997                         7

Notes to Consolidated Financial Statements                  8-15

Item 2. Management's Discussion and Analysis or 
Plan of Operation                                           16-18

Part II - Other Information

Item 3. Signatures                                          19-20


GRAND TOYS INTERNATIONAL, INC.	

<TABLE>
Consolidated Balance Sheets

                                  As at September 30,       As at December 31,
                                           1998                     1997
 
                                    (Unaudited)
<S>                                         <C>                     <C>
Assets

Current assets:
 Accounts receivable (net of 
  allowance for doubtful 
  accounts;  1998 - $32,768; 
  1997 - $52,882)                    $7,154,726              $6,407,073
 Due from affiliated company             12,808                  11,730
 Inventory                            8,045,205               3,866,089
 Prepaid expenses                       822,170                 927,290

Total current assets                  16,034,909              11,212,182


Non-current assets:
 Equipment and leasehold 
  improvements, net (note 2)            593,911                 480,454

 Other assets                           461,760                 494,768


Total assets                         $17,090,580            $12,187,404

See accompanying notes to consolidated financial statements.

Liabilities & Stockholders' Equity

Current liabilities:
 Bank indebtedness (note 3)          $7,630,099              $1,985,072
 Trade accounts payable               3,552,561               2,191,871
 Other accounts payable 
  and accrued liabilities               442,096               2,694,481
 Royalties payable                       45,271                 178,464
 Income taxes payable                   555,061                 710,028

Total current liabilities            12,225,088               7,759,916

Minority interest                           100                     100

Stockholders' equity:
 Capital stock (note 4)                   1,578                   1,578
 Additional paid-in capital          10,599,559              10,599,559
 Deficit                             (5,003,384)             (5,672,935)
 Cumulative currency 
  translation adjustment               (732,361)               (500,814)

                                      4,865,362               4,427,388

Commitments and contingencies 
 (notes 8 and 9)

Total liabilities 
and stockholders' equity            $17,090,580             $12,187,404

</TABLE>

See accompanying notes to consolidated financial statements



GRAND TOYS INTERNATIONAL, INC.

<TABLE>
Consolidated Statements of Earnings (Unaudited)


                             For the three months ended September 30,     For the nine months ended September 30,
                                        1998               1997                  1998            1997

<S>                                      <C>                <C>                   <C>             <C>
Net sales                         $8,442,696         $11,562,834           $18,980,164     $21,704,326
Cost of goods sold                 5,699,667          7,267,669             12,067,664      13,305,405
Gross profit                       2,743,029          4,295,165             6,912,500        8,398,921
Operating expenses:
 Selling, general and 
  administrative                   1,767,618          2,469,715             5,275,933        5,651,483
 Interest                            274,484            130,160               401,731          273,759
 Bad debt expense                     60,932             38,120               109,338          109,590
 Depreciation                         70,691             36,693               152,965           95,844
                                   2,173,725          2,674,688             5,939,968        6,130,676

Earnings before income taxes         569,304          1,620,477               972,532        2,268,245

Income taxes                         142,802            847,767               302,981        1,212,815

Net earnings                        $426,502            $772,710              $669,551      $1,055,430 

Earnings per share (note 1(h))
 Basic                                 $0.27              $0.49                 $0.42           $0.67
 Diluted                                0.25               0.31                  0.39            0.47    
</TABLE>

See accompanying notes to consolidated financial statements.


GRAND TOYS INTERNATIONAL, INC.

<TABLE>
Consolidated Statements of Stockholders' Equity 
(Unaudited)

                                                                         Cumulative 
                                      Additional          Retained         Currency
                     Common              Paid-In          Earnings      Translation
                      Stock              Capital         (Deficit)      Adjustement          Total

<S>                     <C>                  <C>               <C>              <C>            <C>

January 1, 1998      $1,578          $10,599,559      $(5,672,935)       $(500,814)     $4,427,388

Net earnings
 for the period           -                    -           669,551                -        669,551
Foreign currency 
 translation              -                    -                 -         (231,547)      (231,547)

September 30, 1998    $1,578          $10,599,559       $(5,003,384)      $(732,361)     $4,865,392

</TABLE>

See accompanying notes to consolidated financial statements


GRAND TOYS INTERNATIONAL, INC.

<TABLE>
Consolidated Statements of Cash Flows (Unaudited)

                                          For the nine months ended September 30,
                                                         1998            1997

<S>                                                       <C>              <C>
Cash flows from operating activities:
 Net earnings                                        $669,551         $1,055,430
 Items not affecting cash:
   Depreciation                                       152,965           95,844
 Changes in operating working capital items, 
   (note 7)                                        (6,582,405)      (6,878,523)
Net cash used for operating activities             (5,759,888)      (5,727,523)

Cash flows from financing activities:
 Increase in bank indebtedness                      6,024,467        6,253,980
 Decrease in loan payable to a director                     -         (422,070)
 Other                                                  1,844           61,309
Net cash provided by financing activities           6,026,311        5,893,220

Cash flows from investing activities:
 Additions to equipment                              (266,422)        (165,970) 
Net cash used for investing activities               (266,422)        (165,970)

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


Supplementary disclosure of cash flow information

Cash paid during the year for:
 Interest                                            $401,731         $273,759 
 Income taxes                                        $420,818         $833,296

</TABLE>

See accompanying notes to consolidated financial statements.



GRAND TOYS INTERNATIONAL, INC.
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 Canadian subsidiaries, 
is the distribution of toys and related items.

1. Significant accounting policies:

a) Financial statement presentation:
 
The accompanying consolidated financial statements 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 September 30, 1998.
 
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, 
1997 contained in the Company's Annual Report on Form 
10-KSB.
 
The results for the nine months ended september 30, 1998 are not 
necessarily indicative of the results for the entire fiscal year 
ending December 31, 1998.
 
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 inter-company 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.
 
d) Equipment and leasehold improvements:

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

<TABLE>
Asset                                  Method             Rate

<S>                                       <C>              <C>
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
</TABLE>

e) Other assets:
 
Other assets are recorded at cost and amortized over a 
period of three years.  Amortization is included in cost of 
goods sold.
 
f) Revenue:
 
Sales are recorded net of merchandise returns.
 
g) 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.

 
h) Earnings  per share:

   i)  During the fourth quarter of 1997, the Company 
       adopted FASB Statement No. 128 "Earnings per 
       share".  The new standard has no impact on the 
       previously presented earnings per share calculations.
 
   ii) Effective August 4, 1997, the stock of the Company 
       underwent a one-for-five reverse stock split.  For 
       purposes of earnings per share calculations, the 
       comparative numbers of shares have been restated to 
       reflect the split.
 
  iii) Basic earnings per share is determined by dividing 
       the weighted average number of common shares 
       outstanding during the period into net earnings.
 
   iv) Diluted earnings per share gives effect to all dilutive 
       potential common shares that were outstanding 
       during the period.

i) 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.  


<TABLE>
2.  Equipment and leasehold improvements:

                                      September 30, 1998                    December 31, 1997
                                             Accumulated                          Accumulated
                              Cost          depreciation           Cost          depreciation

<S>                            <C>                   <C>            <C>                   <C>
Computer equipment      $1,046,280               628,321       $909,968              $576,499
Machinery and equipment    430,204               329,441        358,967               321,939
Furniture and fixtures     460,090               425,391        492,979               449,114
Trucks and automobiles      80,085                77,577         85,809                82,342
Telephone equipment         38,306                33,867         41,044                35,448
Leasehold improvements     318,248               284,704        340,997               283,968
                        $2,373,212            $1,779,302     $2,229,764            $1,749,310

Net book value                      $593,911                          $480,454

</TABLE>


3.  Bank indebtedness:

Grand Toys Ltd. has a secured line of credit of $9,830,300 
(Canadian $15,000,000) and it and Grand Concepts 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 bear interest at prime plus 
1 1/4 % and are secured by all of the assets of the Company.  
As at September 30, 1998, the unused portion of the credit facility 
is approximately $3,523,000.


4.  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.


<TABLE>
b)  Issued and outstanding:

                                                    September 30, 1998      December 31, 1997

<S>                                                           <C>                    <C>
1,577,597 common shares 
 (1997 - 1,577,597 common shares)                          $1,578                 $1,578
 (note 1(h))

</TABLE>


c)  Share transactions:
 (i)	Settlement:
       December 1996:
             183,486 shares were issued for a settlement valued at $200,000.

Legal costs incurred totaled $29,142 and have been 
charged to additional paid-in capital.

 (ii) Reverse stock split:
       August 1997:
             One-for-five reverse stock split occurred reducing the number 
              of outstanding shares to 1,577,597.


d)  Summary of common stock outstanding:

A summary of the number of common stock outstanding 
and share transactions since January 1, 1996 is as follows:

<TABLE>
<S>                                 <C>
Settlement                      183,486

December 31, 1996             7,887,986
Reverse stock split 
 (note 1 (h))                (6,310,389)

December 31, 1997             1,577,597
</TABLE>


5.  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-statutory 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-statutory Stock Options, all employees 
(including officers) or non-employee directors of the 
Company.

Options have also been granted outside the Option Plan to 
all five directors, key executives, outside consultants and a 
supplier.  As well, warrants have been issued to 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 each 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.  Details of the 
options and warrants, all of which are exercisable at year-
end, are as follows:

<TABLE>

                                        Other                                 Weighted-average
                         Option         Stock                                   Exercise Price
                           Plan       Options        Warrants        Total           Per Share

<S>                         <C>           <C>             <C>          <C>                 <C>
Outstanding, 
December 31, 1997        64,500     1,660,011          50,000    1,774,511                6.98

Granted                       -       283,000               -      283,000                5.49

Forfeited                     -      (104,239)              -    (104,239)              (4.51)

Expired                 (34,400)       (4,000)              -     (38,460)              (11.25)

Outstanding, 
September 30, 1998       30,100     1,834,772          50,000    1,914,872                5.89

</TABLE>


<TABLE>
6.  Earnings per share:

                                                   Income             Shares         Per share
                                               (numerator)      (denominator)           amount

<S>                                                   <C>                <C>               <C>
Quarter ending September 30, 1998

Basic EPS
  Earnings available to common stockholders      $426,502          1,577,597             $0.27 

Effect of dilutive securities
  Options                                               -            157,339            $(0.02)    
Diluted EPS
  Earnings available to common stockholders 
    and assumed conversions                      $426,502          1,734,936             $0.25 

Period ending September 30, 1998

Basic EPS
  Earnings available to common stockholders      $669,551          1,577,597             $0.42 

Effect of dilutive securities
  Options                                               -            157,339            $(0.03)

Diluted EPS
  Earnings available to common stockholders 
    and assumed conversions                      $669,551          1,734,936             $0.39 

</TABLE>

Options to purchase 811,772 shares and warrants to 
purchase 50,000 shares of the Company's common stock 
were not included in the diluted earnings per share 
calculation as their effect is anti-dilutive.

<TABLE>
7.  Changes in operating working capital items:

                                                   1998                   1997

<S>                                                 <C>                    <C>
Increase in accounts receivable              $(1,171,617)           $(4,993,882)
Decrease in due from affiliated company           (1,941)                312,054
Increase in inventory                         (4,626,718)            (4,295,920)
Decrease (increase) in prepaid expenses          58,895                 (72,811)
Increase in trade accounts payable            1,558,869                1,470,786
(Increase) decrease in other accounts payable  
  and accrued liabilities                    (2,161,225)                426,417
Decrease in royalties payable                  (126,472)               (20,958)
(Increase) decrease in income taxes            (112,197)                295,791
                                            $(6,582,405)            $(6,878,523)

</TABLE>


8.  Commitments:

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

<TABLE>

<S>                <C>
1998          $123,000
1999           250,000
2000           232,000
2001           157,000
2002           133,000
Thereafter     309,000
            $1,204,000

Rent expense for the periods ended September 30, 1998 and 1997 
amounted to approximately $147,781 and $148,344 
respectively.

9.  Contingencies:

(a)  A lawsuit for alleged breach of contract has been filed 
against Grand Toys Ltd. 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 a 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.

b)  Grand Toys Ltd. is also contingently 
liable for outstanding letters of credit of approximately 
$1,635,000, as at September 30, 1998.

10.  Financial Instruments:

a)  Risk management activities:

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 
Company's policy is to enter into forward foreign exchange 
contracts on a portion of its purchases anticipated in the 
next selling season.

At September 30, 1998, the Company purchased contracts to
purchase $5,000,000 US currency.

b)  Fair Value:

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



GRAND TOYS INTERNATIONAL, INC.
Management's Discussion and Analysis of Financial 
Condition and Results of Operation


Item 2.  Management's Discussion and Analysis of 
Financial Condition and Results of Operation

Grand Toys International, Inc. (the "Company"), through its 
Canadian subsidiaries, Grand Toys Ltd. ("Grand Canada") 
and Grand Concepts, Inc. ("Grand Concepts") has been 
engaged in the toy business in Canada for over 35 years and 
currently distributes a wide variety of toys and related items 
throughout Canada.


</TABLE>
<TABLE>
Results of Operation

                         For the three months ended September 31,    For the nine months ended September 30,
                                      1998             1997               1998              1997
                                         %                %                  %                 %

<S>                                    <C>              <C>                <C>               <C>
Net sales                           100.00           100.00             100.00            100.00  
Cost of goods sold                   67.51            62.85              63.58             61.30
Gross profit                         32.49            37.15              36.42             38.70

Operating expenses:
  Selling, general 
   and administrative                20.94            21.36              27.80             26.05
  Interest                            3.25             1.13               2.12              1.26
  Bad debt expense                     .72              .33                .58               .50
  Depreciation                         .84              .32                .81               .44
Total operating expenses             25.75            23.14              31.30             28.25


Earnings before income taxes          6.74            14.01               5.12             10.45

Net earnings                          5.05             6.68               3.53              4.86

</TABLE>

Comparison of the three months ended September 30, 1998 to 
the three months ended September 30, 1997.

Net Earnings.  Net earnings were $426,502 for the third 
quarter of 1998 compared to a net earnings of $772,710 for 
the same period last year.  The decrease of $346,208 in net 
earnings was mainly due to a decrease in net sales, in addition to 
an increases in cost of goods sold and operating expenses.

Net Sales.  Net sales decreased by $3,120,138 or by 27% over 
net sales during the third quarter of 1997.  The decrease is due to a 
substantial decrease of a major customer's purchasing for the year,
the decline in the Canadian Dollar relative to the U.S. Dollar which
impacts the translation of the sales, and lastly as a result of the
later delivery of one major product as compared to the prior year.

Item 2. Management's Discussion and Analysis of Financial Condition 
and Results of Operation, continued:

Gross Profit.  Gross profit for the Company decreased by 
$1,552,136, or, as a percentage of sales, gross profit 
increased from 37.15% to 32.49%.  This decrease was 
result of a decrease in the Canadian Dollar, relative to the 
U.S. Dollar as well as due to the Company's sales mix.

Selling, General and Administrative Expense.  The decrease 
in selling, general and administrative expenses of $702,097 
compared to those of the third quarter of 1997 was 
mainly due to decreases in advertising and royalty expense.


Comparison of the nine months ended September 30, 1998 to 
the nine months ended September 30, 1997.

Net Earnings.  Net earnings were $669,551 for the first nine 
months of 1998 compared to a net earnings of $1,055,430 for 
the same period last year.  The decrease of $385,879 in net 
earnings was mainly due to the decrease in net sales, in addition to
an increase in cost of goods sold and operating expenses.

Net Sales.  Net sales for the first nine months of 1998 decreased
by $2,724,161 or by 13% over new sales during the first nine months
of 1997.  The decrease is due to a substantial decrease of a major 
customer's purchasing for the year, the decline in the Canadian Dollar 
relative to the U.S. Dollar which impacts the translation of the 
sales, and lastly as a result of the later delivery of one major product 
as compared to the prior year.

Gross Profit.  Gross profit for the Company decreased by 
$1,486,421, and as a percentage of sales, gross profit 
decreased from 38.70% to 36.42%.  The decrease in gross 
profit percentage was due to the sales mix in the product 
line and a decrease in the value of the Canadian Dollar, 
relative to the U.S. Dollar as well as due to the Company's sales mix .

Selling, General and Administrative Expense.  The decrease 
in selling, general and administrative expenses of $375,550 
compared to those of the first nine months of 1997 was 
mainly due to decreases in  advertising and royalty expenses.


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.

Grand Canada has a secured line of credit of Canadian $13,000,000 or its 
US Dollar equivalent to enable it to meet its plans for growth in 
the future.  The company obtained a temporary override increasing
its line of credit to $15,000,000 or its  U.S. Dollar equivalent.
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 is guaranteed by the Company and is 
secured by all of the assets of the Canadian subsidiary.

Accounts receivable at September 30, 1998 were $7,154,726 
compared to $6,407,073 at December 31, 1997.  Inventory 
was $8,045,205 at Septbember 30, 1998 compared to $3,866,089 
at December 31, 1997.  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.

Working capital increased from $3,452,266 at December 
31, 1997 to $3,809,821 at September 30, 1998.  Net cash used for 
operating activities was $5,759,888 in the period ended 
September 30, 1998 compared to net cash used for operations of 
$5,727,249 in the period ended September 30, 1997 and cash used for 
additions to equipment was $266,422 compared to $165,970 in 1997.

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 upcoming year's forecast.


GRAND TOYS INTERNATIONAL, INC.
Signatures


Item 3.  Signatures

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

Dated: November 12, 1998	       GRAND TOYS INTERNATIONAL, INC.


                          						By:  /s/ Stephen Altro			      
						                                  	Stephen Altro
						                                  	President and Director 
						                                 	(Principal Executive Officer)


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