SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q

(Mark One)
[X] QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934.

For the quarterly period ended February 28, 1999.

                                       OR

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

For the transition period from __________ to __________ .
                                     

                          Commission file number 0-4465

                            Sirco International Corp.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


          New York                                      13-2511270
--------------------------------------------------------------------------------
  (State or Other Jurisdiction                      (I.R.S. Employer
  of Incorporation or Organization)                 Identification No.)


  24 Richmond Hill Avenue, Stamford, Connecticut           06901
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)          (Zip Code)


Registrant's Telephone Number, Including Area Code            203-359-4100
                                                              ------------ 


--------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date:  9,243,306 shares of
Common Stock, par value $.10 per share, as of April 1, 1999.
<PAGE>
                          PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                   Sirco International Corp. and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                                                   Feb. 28, 1999   Nov. 30, 1998
                                                                   -------------   -------------
                                                                    (Unaudited)     (See note)
<S>                                                                 <C>             <C>         
Assets
Current assets:
   Cash and cash equivalents                                        $    318,299    $    352,489
   Accounts receivable                                                 1,013,206       1,565,727
   Inventories                                                         4,695,901       4,397,635
   Prepaid expenses                                                      239,876         199,805
   Other current assets                                                   17,366          36,791
   Recoverable income taxes                                              119,884         149,902
                                                                    ------------    ------------
Total current assets                                                   6,404,532       6,702,349
                                                                    ------------    ------------

Property and equipment at cost                                         1,911,555       1,906,326
Less accumulated depreciation                                          1,074,222       1,070,852
                                                                    ------------    ------------
Net property and equipment                                               837,333         835,474
                                                                    ------------    ------------

Other assets                                                             152,311         172,254
Investment in and advances to subsidiary                                 466,273         464,573
Investment in affiliate                                                1,105,665       1,476,434
Goodwill                                                               1,544,395       1,377,958
                                                                    ------------    ------------
Total assets                                                        $ 10,510,509    $ 11,029,042
                                                                    ============    ============


<PAGE>
<CAPTION>
                                                                   Feb. 28, 1999   Nov. 30, 1998
                                                                   -------------   -------------
                                                                    (Unaudited)     (See note)
<S>                                                                 <C>             <C>         
Liabilities and stockholders' equity Current liabilities:
     Current maturities of long-term debt                           $  2,837,440    $  3,193,344
     Due to related parties                                              341,821         519,596
     Accounts payable                                                  1,172,334         993,779
     Accrued expenses                                                  1,732,307       1,661,420
                                                                    ------------    ------------
Total current liabilities                                              6,083,902       6,368,139
                                                                    ------------    ------------

Long-term debt, less current maturities                                  304,958         290,994
                                                                    ------------    ------------

Due to related parties and accounts payable refinanced                      --           615,829
                                                                    ------------    ------------

Stockholders' equity:
    Preferred stock, $.10 par value, 1,000,000 shares authorized,
Series A and B, 896 issued (1999), 700 issued (1998)                          90              70
    Common stock $.10 par value, 20,000,000 shares authorized,
7,773,306 issued (1999), 6,343,316 issued (1998)                         777,330         634,331
    Capital in excess of par value                                    14,539,478      12,851,015
    Retained earnings (deficit)                                      (10,382,508)     (8,864,535)
    Treasury stock at cost                                               (27,500)        (27,500)
      Treasury stock held by equity investee                            (105,464)       (159,396)
Accumulated foreign translation adjustment                              (679,777)       (679,905)
                                                                    ------------    ------------
Total stockholders' equity                                             4,121,649       3,754,080
                                                                    ------------    ------------
Total liabilities and stockholders' equity                          $ 10,510,509    $ 11,029,042
                                                                    ============    ============

</TABLE>


See notes to the condensed financial statements                       

Note:  The balance sheet at November 30, 1998 has been derived from at that date
but does not include all the  information  and  footnotes  required by generally
accepted accounting principles.
<PAGE>
                   Sirco International Corp. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                       For the Three Months Ended
                                                      Feb. 28, 1999  Feb. 28, 1998
                                                      -------------  -------------
<S>                                                    <C>            <C>        
Sales                                                  $ 2,487,360    $ 3,832,171
Cost of goods sold                                       2,069,008      2,980,710
                                                       -----------    -----------

Gross profit                                               418,352        851,461

Selling, warehouse, and general and
    administrative expenses                              1,461,391      1,319,256
                                                       -----------    -----------

Loss from operations                                    (1,043,039)      (467,795)
                                                       -----------    -----------

Other (income) expense:
Interest expense                                            81,049        148,781
Interest income                                             (7,886)        (2,123)
Miscellaneous income, net                                  (22,930)       (40,135)
Equity in loss of investee                                 424,701         99,335
                                                       -----------    -----------

                                                           474,934        205,858
                                                       -----------    -----------

Net loss                                               ($1,517,973)   ($  673,653)
                                                       ===========    ===========

Basic and diluted loss per share                       ($     0.23)   ($     0.16)
                                                       ===========    ===========

Weighted average number of common shares outstanding     6,537,492      4,312,622
                                                       ===========    ===========
</TABLE>

See notes to the condensed consolidated financial statements
<PAGE>
                   Sirco International Corp. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                      For the Three Months Ended
                                                     Feb. 28, 1999  Feb. 28, 1998
                                                     -------------  -------------
<S>                                                   <C>            <C>         
Net loss                                              ($1,517,973)   ($  673,653)
Adjustments to reconcile net loss
    to net cash provided by operating activities:
    Depreciation and amortization                          88,427         22,371
    Provision for losses in accounts receivable            33,323           --
    Loss in equity of investee                            424,701         99,335
     Changes in operating assets and liabilities:
     Accounts receivable                                  519,198        866,137
     Inventories                                         (204,266)     1,582,416
     Prepaid expenses                                     (40,071)        21,673
     Other current assets                                  49,443          2,210
     Other assets                                          19,943         20,145
     Accounts payable and accrued expenses                425,660       (873,296)
                                                      -----------    -----------
Net cash provided by operating activities:               (201,615)     1,067,338
                                                      -----------    -----------

Cash flows from investing activities:
Purchase of property and equipment                        (32,578)          --
                                                                     -----------
Proceeds from agreement to sell subsidiary                   --              508
                                                      -----------    -----------
Net cash (used in) provided by investing activities       (32,578)           508
                                                      -----------    -----------

Cash flows from financing activities:
Decrease in loans payable to financial institutions
    and short-term loans and long-term payable
     to related  parties                                        6       (954,637)
    Proceed from issuance of preferred stock              196,000           --
    Proceeds from exercise of stock options                 4,125           --
                                                      -----------    -----------
Net cash used in financing activities                     200,131       (954,637)
                                                      -----------    -----------

Effect of exchange rate changes on cash                      (128)       (11,258)
                                                      -----------    -----------

(Decrease) increase in cash and cash equivalents          (34,190)       101,951
Cash and cash equivalents at beginning of period          352,489        114,190
                                                      -----------    -----------
Cash and cash equivalents at the end of period        $   318,299    $   216,141
                                                      ===========    ===========
Supplemental disclosures of cash flow information
Cash paid during the period for:
    Interest                                          $    89,049    $   144,007
    Income taxes                                             --             --
</TABLE>

See notes to the condensed consolidated financial statements.
<PAGE>
                            SIRCO INTERNATIONAL CORP.

        Notes To Condensed Consolidated Financial Statements (Unaudited)


Note 1-Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three month period ended February 28,
1999 are not necessarily  indicative of the results that may be expected for the
year ended November 30, 1999. For further information, refer to the consolidated
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K for the year ended November 30, 1998.

         In 1997, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standard 130, "Reporting  Comprehensive Income" ("Statement
130").  Statement  130  establishes  standards  for the reporting and display of
comprehensive income and its components in financial  statements.  Comprehensive
income,  as defined,  is the change in equity of a business  enterprise during a
period from  transactions  and other  events and  circumstances  from  non-owner
sources.  The  provisions of Statement  130 are effective for periods  beginning
after  December  15, 1997.  For the three month period ended  February 28, 1999,
there were no significant non-owner sources of income.  Accordingly,  a separate
statement of comprehensive income has not been presented herein.


Note 2-Financing Arrangements

On December 17, 1996 the Company  entered into a financing  agreement with Coast
Business  Credit,  a division of Southern  Pacific  Thrift and Loan  Association
("Coast"),  that provides for revolving loans and letter of credit  financing in
the  amount  of the  lesser  of  $7,000,000  or the sum of (a)  80% of  eligible
accounts  receivable (as defined) and (b) 50% of eligible inventory (as defined)
up to a  maximum  inventory  loan of  $3,000,000  less 50% of  letter  of credit
financing outstanding. The amount of the facility available for letter of credit
financing  is limited to  $2,500,000.  The loan bears  interest  at 2% above the
prime rate,  matures on December 31, 1999,  and is  guaranteed  by the Company's
Chairman and Chief Executive  Officer.  The Company has granted Coast a security
interest in substantially all of the Company's assets.  The agreement with Coast
contains various restrictive covenants, including among others, a restriction on
the  payment  or  declaration  of  any  cash  dividends,  a  restriction  on the
acquisition  of any assets  other than in the  ordinary  course of  business  in
excess  of  $100,000,  restrictions  related  to  mergers,  borrowing  and  debt
guarantees, and a $100,000 annual limitation on the acquisition or retirement of
the Company's common and preferred stock,  which acquisitions or retirements are
limited to transactions  with employees,  directors and consultants  pursuant to
the terms of employment,  consulting or other stock restriction  agreements with
such  persons.  The  agreement  also  requires the Company to maintain a minimum
tangible net worth of  $1,400,000.  As of February  28,  1999,  the Company owed
Coast $2,829,863 and had no outstanding letters of credit. At February 28, 1999,
the prime rate was 7.75%.
<PAGE>
In January 1997, the Company's Canadian subsidiary, Sirco International (Canada)
Ltd. ("Sirco Canada"), was advised by its bank, National Bank of Canada, that it
would no longer  provide  Sirco  Canada a  revolving  line of  credit  but would
continue  to provide  the real  property  mortgage.  The  mortgage is payable in
monthly installments of approximately $3,500, including interest at 10.25%, with
a balloon  payment of  approximately  $291,000 in the year 2000. At February 28,
1999, the mortgage was approximately $313,000.

Note 3. Investment in subsidiary

On February 27, 1998,  the Company  acquired  all of the  outstanding  shares of
common  stock of Essex  Communications,  Inc.  ("Essex") in exchange for 250,000
shares of the  Company's  common  stock and  warrants  to purchase up to 225,000
shares of the Company's  common stock at $2.75 per share,  of which  warrants to
purchase  75,000  shares  vested  immediately  and warrants to purchase  150,000
shares vest if certain  performance  conditions are met. The purchase  agreement
also  provides  for the  issuance  of up to  600,000  additional  shares  of the
Company's  common stock if certain other  performance  conditions are met. As of
April  1,  1999,   225,000  of  such  shares  had  been   issued.   Essex  is  a
telecommunications provider that is certified to resell local telephone services
in the states of Connecticut,  Massachusetts, New Jersey, New York and Virginia.
The acquisition has been accounted for as a purchase.

On August 14, 1998, the Company acquired all the outstanding membership interest
of WebQuill  Internet  Services  LLC  ("WebQuill")  and  American  Telecom,  LLC
("American  Telecom") in exchange  for 375,000  shares of the  Company's  common
stock. The purchase  agreement also provides that 150,000  additional  shares of
the Company's  common stock be held in escrow and issued if certain  performance
objectives  are  achieved.  WebQuill  provides  dial-up and  dedicated  Internet
access, Web design, Web hosting and E-Commerce  development to small and medium-
sized businesses. The acquisition has been accounted for as a purchase.

On January 8, 1999, the Company issued to the then shareholders of Tag Air, Inc.
("Tag Air"),  149,210 shares of the Company's  common stock in conjunction  with
the  purchase  of all the  outstanding  stock of Tag Air.  Tag Air sells  travel
products  primarily to American Airlines employees through its Web site, catalog
and two retail locations. The acquisition has been accounted for as a purchase.
<PAGE>
Item 2. Management's Analysis and Discussion of Financial Condition and
        Results of Operations

         The statements  contained in this Report that are not historical  facts
are  "forward-looking  statements"  which  can  be  identified  by  the  use  of
forward-looking   terminology,   such  as  "estimates,"   "projects,"   "plans,"
"believes,"  "expects,"  "anticipates,"  "intends,"  or the negative  thereof or
other variations  thereon,  or by discussions of strategy that involve risks and
uncertainties.  Management  wishes to caution the reader of the  forward-looking
statements,  such as the  Company's  plans to increase  the gross  margin of its
telecommunications division, to divest its luggage operations, to take advantage
of the market  opportunity  presented  by the  Company's  target  markets and to
further  develop the Company's  telecommunications,  Internet and retail airline
businesses,  in addition to other statements  contained in this Report regarding
matters that are not historical  facts, that these statements are only estimates
or  predictions.  No assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of risks facing the
Company, and actual events may differ from the assumptions underlying statements
which have been made regarding  anticipated  events.  Such risks and assumptions
include,  but are not  limited to,  availability  of  management;  availability,
terms, and deployment of capital;  the Company's ability to successfully  market
its  services to current and new  customers,  generate  customer  demand for its
product and services in the geographical areas in which the Company can operate,
access new markets, negotiate and maintain suitable reseller and interconnection
agreements  with the  incumbent  local  exchange  carriers,  and  negotiate  and
maintain  suitable vendor  relationships,  all in a timely manner, at reasonable
cost  and  on  satisfactory  terms  and  conditions,   as  well  as  regulatory,
legislative and judicial developments that could cause actual results to vary in
such forward-looking statements. All written and oral forward-looking statements
made in  connection  with this  Report that are  attributable  to the Company or
persons acting on its behalf are expressly  qualified in their entirety by these
cautionary statements.
<PAGE>
Three Months Ended February 28, 1999 vs. February 28, 1998

Net  sales  for  the  three  months  ended   February  28,  1999   decreased  by
approximately   $1,345,000   to   approximately   $2,487,000   as   compared  to
approximately  $3,832,000 reported for the three months ended February 28, 1998.
The following table presents the Company's net sales by industry segment for the
three months ended February 28, 1999 and 1998:
<TABLE>
<CAPTION>
                                                 Three Months Ended                      Increase
Industry segment                         Feb 28, 1999          Feb. 28, 1998            (Decrease)
----------------                         -----------           -------------            ----------- 
<S>                                       <C>                     <C>                   <C>         
Wholesale luggage                         $1,772,000              $3,596,000            ($1,824,000)
Retail sales                                 352,000                 236,000                116,000
Telecommunications                           363,000                                        363,000
                                          ----------              ----------            ----------- 
Total                                     $2,487,000              $3,832,000            ($1,345,000)
                                          ==========              ==========            ============
</TABLE>

Net sales for the Company's  wholesale luggage division  decreased for the three
months ended  February 28, 1999 by  approximately  $1,824,000  to  approximately
$1,772,000  from  approximately  $3,596,000  reported in the three  months ended
February  28,  1998.  The  decrease in net sales in fiscal  1999 is  primarily a
result  of a change  in the  ordering  programs  of the  Company's  two  largest
customers,  both of which made minimal  purchases in January  1999,  but had run
substantial  sport bag programs  during January 1998. One such customer has also
changed its focus more toward  luggage  products  and away from sport bags.  The
luggage  products are more  frequently  sold during the summer travel season and
the holiday season.

Net sales of the Company's  retail  division,  consisting  of the  operations of
Airline Ventures,  Inc.  ("AVI"),  increased for the three months ended February
28, 1999 by approximately  $116,000 to approximately $352,000 from approximately
$236,000  reported in the three months ended  February 28, 1998. The increase in
net sales is partially  attributable  to the  acquisition in January 1999 of Tag
Air. AVI operates three retail stores in Texas for  professional  airline flight
crew members and sells pilot  uniforms,  study guides and travel  products.  Its
products are sold on the E-commerce sites,  www.avishop.com  and www.800bags.com
and on a Web site, www.tagintl.com.

Net  sales  of the  Company's  telecommunications  division,  consisting  of the
operations  of Essex and  WebQuill,  were  $363,000  for the three  months ended
February  28,  1999.  The  Company's  telecommunications  division  was  not  in
operation  in the three months  ended  February 28, 1998.  Essex is certified to
resell  local  telephone  services  and  value-added  products  in the states of
Connecticut,  Massachusetts, New Jersey, New York and Virginia and currently has
approximately  2,200 installed  lines.  WebQuill  provides dial-up and dedicated
Internet  access,  Web deign,  hosting and  E-commerce  development to small and
medium sized businesses.
<PAGE>
The  Company's  gross  profit  for the three  months  ended  February  28,  1999
decreased by approximately $433,000 to approximately $418,000 from approximately
$851,000  reported in the prior fiscal period,  and the gross profit  percentage
decreased to 16.8% from 22.2% reported in the prior fiscal period.  The decrease
in gross profit  percentage is primarily  attributable to the unfavorable mix of
lower margin products in the luggage division,  which reported a gross margin of
13%,  combined with a 42% gross margin from the retail  division and a 15% gross
margin  from the  telecommunication  division.  Management  expects  the  retail
division's   gross   margin  to   continue   at  its   current   level  and  the
telecommunication  division's  gross margin to increase  throughout  the year as
Essex  converts its customer base to a "leased  facilities"  product that is now
being  offered by Bell  Atlantic  Corporation  in New York State.  This  product
should allow the Company to obtain gross margins on local  telephone  service of
approximately  30%. Such  conversion  should commence during the Company's third
fiscal quarter.

Selling,  warehouse,  and general and administrative  expenses increased for the
three months ended February 28, 1999 by approximately  $142,000 to approximately
$1,461,000  from  approximately  $1,319,000  reported in prior fiscal period.  A
major portion of this increase was attributable to the expenses of the Company's
telecommunications  division,  which was not in  operation  in the prior  fiscal
period,  which were  partially  offset by decreases in expenses  recorded in the
Company's luggage division.

Interest  expense for the three  months  ended  February  28, 1999  decreased by
approximately  $68,000  from the  amount  reported  in the  three  months  ended
February 28, 1998 due to lower average borrowings.

Miscellaneous  income for the three months ended  February 28, 1999 decreased by
approximately  $17,000 over the amount reported in the prior fiscal period.  The
decline is  attributable  to a  reduction  in the  Company's  commission  income
generated from sales arranged by the Company between the Company's suppliers and
certain customers.
<PAGE>

         The  Company  is  currently  the  largest  shareholder  of  Access  One
Communications Inc. ("Access One"),  owning  approximately 30.6% of Access One's
capital  stock as of February  28, 1999 and 39.1% as of April 14,  1999.  As the
Company's  investment  in Access One is accounted for under the equity method of
accounting,  the Company is required to include its portion of Access  One's net
loss in the Company's  results of operations.  For the period ended February 28,
1999, the Company has recorded a loss of approximately  $425,000 relating to its
investment in Access One. The Company has been advised by Access One that Access
One's losses in the first  quarter of fiscal 1999 were  primarily  the result of
their  efforts  to  fund  aggressive  customer  growth  and  the  related  costs
associated  with hiring  employees  to verify and  provision  lines,  to staff a
customer service operation and to develop a management  information  system. The
revenue for Access One has increased by approximately  $971,000, or by 79%, from
approximately   $1,235,000   in  the  first  quarter  of  its  fiscal  1998,  to
approximately  $2,206,000  in the first  quarter of fiscal  1999.  In  addition,
during this time  period,  Access One  purchased  local  telephone  service from
BellSouth Corporation  ("BellSouth") at a wholesale discount of 16.8% and passed
on almost half of its  discount to its customer  base.  The gross profit on this
business was not large enough to cover the selling,  general and  administrative
expenses  associated  with  operating a local  telephone  company.  However,  in
February 1999,  Access One signed a leased  facilities  agreement with BellSouth
pursuant to which it can increase its gross profit  percentage  on local service
to as much as 30%. If Access One can  successfully  convert its installed access
lines to this leased facilities agreement, which BellSouth has indicated will be
accomplished in May 1999,  Access One anticipates  being able to reach a monthly
breakeven level within the next twelve months.

Liquidity and Capital Resources

At February 28, 1999, the Company had cash and cash equivalents of approximately
$318,000, and working capital of approximately $321,000.

Net cash (used in) provided by  operating  activities  aggregated  approximately
($202,000)  and  $1,067,000  in fiscal  quarters  ended  February  28,  1999 and
February 28, 1998, respectively.  The decrease in net cash provided by operating
activities of approximately  $1,269,000  primarily  reflects the increase in the
net loss in the first fiscal quarter of 1999 as compared to the year-ago period.

Net cash (used in) provided by  investing  activities  aggregated  approximately
$(33,000) and $500 in fiscal  quarters  ended February 28, 1999 and February 28,
1998,  respectively.  The use of cash  from  investing  activities  in the first
fiscal  quarter of 1999 was the  purchase  of fixed  assets.  The source of cash
provided  from  investing  activities  in the first fiscal  quarter 1998 was the
proceeds from the 1992 sale of a subsidiary.

Net cash provided by (used in)  financing  activities  aggregated  approximately
$200,000 and ($955,000) in fiscal  quarters ended February 28, 1999 and February
28, 1998,  respectively.  In the first quarter of fiscal 1999, net cash provided
by financing  activities  resulted  primarily  from  $196,000 in proceeds from a
private placement of preferred stock and approximately  $4,000 from the proceeds
of the exercise of stock options.  In the first quarter of fiscal 1998, net cash
used in  financing  activities  resulted  from the  decrease in  short-term  and
long-term debt of approximately $955,000.
<PAGE>

On December 17, 1996, the Company entered into a financing  agreement with Coast
Business  Credit,  a division  of  Southern  Pacific  Thrift & Loan  Association
("Coast").  See Note 2 to Notes to Condensed  Consolidated  Financial Statements
(Unaudited).  As of February 28, 1999,  the Company was indebted to Coast in the
amount of $2,829,863 and had no outstanding letters of credit. This loan matures
on December 31, 1999. As a result,  the entire  indebtedness  is classified as a
current liability.

In January 1997, Sirco Canada was advised by its bank,  National Bank of Canada,
that it would no longer  provide  Sirco  Canada a  revolving  line of credit but
would  continue to provide the real  property  mortgage.  See Note 2 to Notes to
Condensed Consolidated Financial Statements  (Unaudited).  At February 28, 1999,
the  mortgage was  approximately  $313,000.  The Company is currently  using the
Coast line of credit, when necessary, to provide letter of credit financing that
was formerly provided by National Bank of Canada.

For the quarter ended February 28, 1999, the Company had  approximately  $33,000
in capital  expenditures.  The Company does not plan to make significant capital
expenditures for the remainder of fiscal 1999.

As of March 4, 1999,  the Company  increased  its  ownership  in its  affiliate,
Access One, to approximately  39.1%.  Although Access One has  approximately 750
shareholders,  it is not  publicly  traded,  there is no  readily  ascertainable
market for the stock,  and the shares  held by the  Company  bear a  restrictive
legend stating that the shares have not been registered under the Securities Act
of 1933. The investment in Access One is recorded on the Company's  books by the
equity method of accounting.

The report of the independent auditors on the Company's financial statements for
the year ended November 30, 1998, indicates there is substantial doubt about the
Company's ability to continue as a going concern.  At that time, the Company was
in violation  of two loan  covenants  with Coast,  both of which have since been
cured. The Company, however, continues to incur operating losses, primarily from
its wholesale  luggage  division.  The Board of Directors has announced  that it
intends to sell this division,  and the Company is currently in discussions with
several interested  parties.  However,  if the Company is unable to successfully
divest its luggage  division,  and the depressed  levels of sales of the luggage
division  continue to generate  operating losses and require operating cash, the
Company will  experience  temporary cash  shortages,  which will have an adverse
effect on the  financial  condition and results of operations of both the retail
division and the telecommunications division.

Management  believes that the retail  division's  working  capital and cash flow
from operations will be sufficient to meet the cash and capital requirements for
the Company's retail division for the next twelve months. This division operated
profitably  in the first  quarter and  anticipates  being able to  continue  its
current rate of growth for the next  several  quarters.  Management  anticipates
that it will need to raise up to $2  million to meet the cash  requirements  for
its  telecommunications  division  contemplated  by the  business  plan for that
division.  There can be no  assurances  that the Company  will be able to obtain
such funding when needed, or that such funding, if available, will be obtainable
on terms  acceptable  to the  Company.  The  failure by the Company to raise the
necessary  funds to  finance  its  telecommunications  operations  will  have an
adverse  effect on the ability of the Company to carry out its business plan for
its telecommunications division. The inability to carry out this plan may result
in the continuance of unprofitable operations,  which would adversely affect the
financial condition and results of operations of the Company.
<PAGE>
                            SIRCO INTERNATIONAL CORP.

                            PART II-OTHER INFORMATION

Item 2. Changes in Securities

         On March 4, 1999,  the Company sold to Access One  1,420,000  shares of
common stock of the Company in  consideration  of the issuance to the Company by
Access One of 1,775,000  shares of common stock,  par value $.001 per share,  of
Access One.  Such  transaction  was  effected  pursuant to Sections  4(2) of the
Securities Act of 1933, as amended.

         On February 24, 1999, the Company sold an aggregate of 1,152,780 shares
of common  stock of the  Company  to six  vendors  from which the  Company  buys
luggage,  sports  bags and travel  related  products,  in  consideration  of the
cancellation of an aggregate of $1,339,597 in vendor invoices.  Such transaction
was  effected  pursuant  to  Sections  4(2) of the  Securities  Act of 1933,  as
amended.

         On January 29, 1999, the Company issued to the five former shareholders
of Essex 125,000 shares of common stock of the Company in  conjunction  with the
satisfaction  of certain  performance  criteria  established in connection  with
acquisition of Essex. Such transaction was effected pursuant to Sections 4(2) of
the Securities Act of 1933, as amended.

         On January 8, 1999, the Company issued to the two  shareholders  of Tag
Air and the  introducing  broker an  aggregate  of 149,210  shares of the common
stock of the Company in conjunction with the purchase of assets of Tag Air. Such
transaction  was effected  pursuant to Sections  4(2) of the  Securities  Act of
1933, as amended.

         On December 1, 1998, January 13, 1999 and February 3, 1999, the Company
issued an aggregate of 196 shares of the Company's Series B Preferred Stock, par
value $.10 per share,  in  consideration  of payments in an aggregate  amount of
$196,000. Each share is entitled to dividends and distributions at the same rate
and in like kind as is declared  on the shares of the  Company's  common  stock;
shall receive  preference to the common stock  shareholders  in the event of any
liquidation,  dissolution or winding-up of the Company; and shall have a minimum
conversion  price into fully paid and  non-assessable  shares of common stock at
the  option  of the  holder at a rate of 1,000  shares of common  stock for each
share of preferred  stock.  Such  transaction was effected  pursuant to Sections
4(2) of the Securities Act of 1933, as amended.
<PAGE>
Item 6.           Exhibits and Reports on Form 8-K

                  (a)  Exhibits.
                       None

27--              Financial Data Schedule.

                  (b) Reports on Form 8-K
                      None.
<PAGE>
Signatures

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

                                           Sirco International Corp.       

    April 14, 1999                         By: /s/ Joel Dupre
--------------------------------              ------------------------------
Date                                          Joel Dupre
                                              Chairman of the Board and
                                              Chief Executive Officer


    April 14, 1999                          By: /s/ Paul H. Riss
--------------------------------              ------------------------------
Date                                           Paul H. Riss
                                               Chief Financial Officer
                                               (Principal Financial and
                                               Accounting Officer)
<PAGE>
                                  EXHIBIT INDEX

No.                           Description                               Page No.
---                           -----------                              --------
27                     Financial Data Schedule.                           14


<PAGE>
                            Sirco International Corp.