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 May 31, 1997.

                                       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
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  (State or Other Jurisdiction                      (I.R.S. Employer
  of Incorporation or Organization)                 Identification No.)


  24 Richmond Hill Avenue, Stamford Connecticut            06901
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       (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:  3,330,400 shares of
Common Stock, par value $.10 per share, as of July 1, 1997.
<PAGE>
                          PART 1. FINANCIAL INFORMATION

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

                                                                   May 31, 1997     Nov.  30, 1996
                                                                   (Unaudited)        (See Note)
                                                                   ------------      ------------
<S>                                                                <C>               <C>
Assets
Current assets:
    Cash and cash equivalents ................................     $    275,449      $    390,043
    Accounts receivable ......................................        2,585,505         2,825,764
    Inventories ..............................................        6,073,129         4,406,066
    Prepaid expenses .........................................          496,509           256,134
    Other current assets .....................................           76,128           123,245
                                                                   ------------      ------------
Total current assets .........................................        9,506,720         8,001,252
                                                                   ------------      ------------

Property and equipment at cost ...............................        1,726,354         1,867,167
Less accumulated depreciation ................................          882,194           979,457
                                                                   ------------      ------------
Net property and equipment ...................................          844,160           887,710
                                                                   ------------      ------------

Other assets .................................................          247,873           147,402
Investment in and advances to subsidiary .....................          523,815           540,497
                                                                   ------------      ------------
Total assets .................................................     $ 11,122,568      $  9,576,861
                                                                   ============      ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            Sirco International Corp. and Subsidiaries
                               Condensed Consolidated Balance Sheets
                                            (continued)

                                                                   May 31, 1997     Nov.  30, 1996
                                                                   (Unaudited)        (See Note)
                                                                   ------------      ------------
<S>                                                                <C>               <C>
Liabilities and stockholders' equity 
Current liabilities:
    Loans payable to financial institutions ..................     $  4,160,011      $  1,071,000
    Short-term loans payable - other .........................           13,989           529,821
    Current maturities of long-term debt .....................            6,816             6,735
    Accounts payable .........................................        2,834,647         2,919,511
    Accrued expenses .........................................        1,276,369         1,920,897
                                                                   ------------      ------------
Total current liabilities ....................................        8,291,832         6,447,964
                                                                   ------------      ------------

Long-term debt, less current maturities ......................          337,213           348,401
                                                                   ------------      ------------

Stockholders' equity:
    Common stock, $.10 par value; 10,000,000 share authorized,
    3,190,400 issued (1997), 1,315,200 issued (1996) .........          319,040           131,520
    (1996 unadjusted for two-for-one stock split)
    Preferred stock, $.10 par value;  1,000,000 authorized,
    none issued
    Capital in excess of par value ...........................        4,879,581         4,267,534
    Retained earnings (deficit) ..............................       (2,047,985)       (1,019,367)
    Treasury stock at cost ...................................          (27,500)          (27,500)
    Accumulated foreign translation adjustment ...............         (629,613)         (571,691)
                                                                   ------------      ------------
Total stockholders' equity ...................................        2,493,523         2,780,496
                                                                   ------------      ------------
Total liabilities and stockholders' equity ...................     $ 11,122,568      $  9,576,861
                                                                   ============      ============

See notes to the condensed consolidated financial statements.

Note:  The balance  sheet at November 30, 1996 has been derived from the audited
financial  statements at that date but does not include all the  information and
footnotes required by generally accepted accounting principles.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  Sirco International Corp. and Subsidiaries
                               Condensed Consolidated Statements of Operations
                                                 (Unaudited)


                                             For The Six Months Ended           For The Three Months Ended
                                          ------------------------------      ------------------------------ 
                                          May 31, 1997      May 31, 1996      May 31, 1997      May 31, 1996
                                          ------------      ------------      ------------      ------------
<S>                                       <C>               <C>               <C>               <C>
Net Sales ...........................     $  6,175,826      $ 14,216,211      $  3,109,682      $  7,638,164
Cost of goods sold ..................        4,942,664        10,358,190         2,570,275         5,681,974
                                          ------------      ------------      ------------      ------------
Gross profit ........................        1,233,162         3,858,021           539,407         1,956,190
                                                                                                    
Selling, warehouse, general and
     administrative expenses ........        2,230,369         2,984,770         1,130,164         1,517,219
                                          ------------      ------------      ------------      ------------
                                              (997,207)          873,251          (590,757)          438,971

Other (income) expense:
Interest expense.....................          237,476           385,571           112,997           190,627
                                           
Interest income......................          (31,746)          (31,482)          (22,560)           (7,379)
                                         
Miscellaneous income, net ...........         (174,319)          (98,347)          (79,658)          (49,693)
                                          ------------      ------------      ------------      ------------
Net income (loss) before income taxes       (1,028,618)          617,509          (601,536)          305,416
                                                                                       
Provision for income taxes...........            --              173,756              --             122,478
                                          ------------      ------------      ------------      ------------
Net income (loss) ...................     $ (1,028,618)     $    443,753      $   (601,536)     $    182,938 
                                          ============      ============      ============      ============ 
                                                                                         
Net income (loss) per share of
     common stock: ..................     $      (0.36)     $       0.17      $      (0.19)     $       0.07
                                          ============      ============      ============      ============

Shares used in computing earnings
     (loss) per common and comon
     equivalent shares * ............        2,832,603         2,626,286         3,099,687         2,699,510
                                          ============      ============      ============      ============


* Restated to give effect to 2-for-1 stock split in 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          Sirco International Corp. and Subsidiaries
                        Condensed Consolidated Statements of Cash Flows
                                          (Unaudited)

                                                                  For the Six Months Ended
                                                                -----------------------------
                                                                May 31, 1997     May 31, 1996
                                                                -----------      -----------
<S>                                                             <C>              <C>
Cash flows from operating activities:
Net income (loss) .........................................     ($1,028,618)     $   443,753
Adjustments to reconcile net income (loss)
    to net cash provided by (used in) operating activities:
     Depreciation and amortization ........................          49,616           44,864
     Provision for losses in accounts receivable ..........          50,146           10,479
     Loss in sale of property and equipment ...............           7,104             (313)
     Changes in operating assets and liabilities:
      Accounts receivable .................................         171,777         (540,111)
      Inventories .........................................      (1,671,500)         562,294
      Prepaid expenses ....................................        (240,579)        (237,394)
      Other current assets ................................          47,117          201,517
      Other assets ........................................        (106,975)         (86,883)
      Accounts payable and accrued expenses ...............        (719,431)         366,321
                                                                -----------      -----------
Net cash (used in) provided by operating activities: ......      (3,441,343)         764,527
                                                                -----------      -----------

Cash flows from investing activities:
Purchase of property and equipment ........................         (27,881)         (47,925)
Proceeds from sale of property and equipment ..............           3,655            3,000
Cash in flow from agreement to sell subsidiary ............          23,050              --
                                                                -----------      -----------
Net cash used in investing activities .....................          (1,176)         (44,925)
                                                                -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                          Sirco International Corp. and Subsidiaries
                        Condensed Consolidated Statements of Cash Flows
                                    (Unaudited)(continued) 

                                                                  For the Six Months Ended
                                                                -----------------------------
                                                                May 31, 1997     May 31, 1996
                                                                -----------      -----------
<S>                                                             <C>              <C>
Cash flows from financing activities:
Increase (decrease) in loans payable to financial
    institutions and short-term loans payable-other .......       2,573,367         (735,151)
Proceeds from exercise of stock options ...................         190,567          250,000
Proceeds from private equity placement ....................         609,000             --
Repayment of long-term debt ...............................          (5,759)        (181,052)
                                                                -----------      -----------
Net cash provided by (used in) financing activities .......       3,367,175         (666,203)
                                                                -----------      -----------

Effect of exchange rate changes on cash ...................         (39,250)           1,835
                                                                -----------      -----------
(Decrease) increase in cash and cash equivalents ..........        (114,594)          55,234
Cash and cash equivalents at beginning of period ..........         390,043          176,241
                                                                -----------      -----------

Cash and cash equivalents at the end of period ............     $   275,449      $   231,475
                                                                ===========      ===========

Supplemental  disclosures of cash flow  information
Cash paid during the period for:
      Interest ............................................     $   232,583      $   360,689
      Income taxes ........................................     $   300,015      $      --

See notes to the condensed consolidated financial statements.
</TABLE>
<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 six month period ended May 31, 1997 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  November 30, 1997.  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, 1996.


Note 2-Financing Arrangements

On December  17,  1996,  the  Company's  factoring  agreement  with  Rosenthal &
Rosenthal Inc. was terminated and replaced with 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 17, 1998,  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 May 31,  1997,  the Company owed Coast
approximately  $4,160,000  and had  outstanding  letters of credit  amounting to
approximately $385,000. At May 31, 1997, the prime rate was 8.50%

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 loan on Sirco Canada's office and
warehouse  facility.  The mortgage  loan is payable in monthly  installments  of
approximately  $3,500,  including interest at 10.25%,  with a balloon payment of
approximately  $325,000 in the year 2000. At May 31, 1997, the principal  amount
of the mortgage loan was approximately $344,000.
<PAGE>
In March 1995, the Company entered into an agreement with Yashiro Company,  Inc.
("Yashiro"), pursuant  to which  Yashiro  agreed to issue or cause to be issued,
until March 20, 1997,  unsecured trade letters of credit in an aggregate  amount
of up to the  lesser of  $1,200,000  or 35% of the book  value of the  Company's
inventory.  On August 28,1996, the agreement was amended to, among other things,
reduce the  aggregate  amount of letters of credit to be issued to the lesser of
$1,000,000 or 35% of the book value of the Company's inventory.  Yashiro charged
the Company a handling fee of 3% for each letter of credit that was opened.  All
amounts  borrowed from Yashiro under the agreement  were due and payable on June
30, 1997. Interest was payable to Yashiro monthly at 2% above the prime rate. At
May 31,  1997,  the Company was directly  indebted to Yashiro for  approximately
$14,000.  On June 20, 1997, the Company repaid the entire  obligation to Yashiro
under the Letter of Credit Agreement.
<PAGE>
Item 2. Management's  Analysis and Discussion of Financial Condition and Results
        of Operations

Three and Six Months Ended May 31, 1997 vs May 31, 1996

Results of Operations

Net  sales  for the  three  and six  months  ended  May 31,  1997  decreased  by
approximately   $4,528,000  and  $8,040,000,   respectively,   to  approximately
$3,110,000 for the three months ended May 31, 1997 and approximately  $6,176,000
for the six months ended May 31, 1997, as compared to  approximately  $7,638,000
and $14,216,000,  respectively, reported for the comparable periods in 1996. Net
sales  for  the   Company's   Luggage  and  Backpack   Divisions   decreased  by
approximately  $2,951,000  and $5,672,000 for the three and six months ended May
31, 1997.  This decrease in net sales is attributable to the loss by the Company
in fiscal 1996 of the license from FILA Sport S.P.A.  ("FILA") (see below).  The
sale of FILA product accounted for  approximately  $2,966,000 and $5,734,000 for
the  three  and six  months  ended May 31,  1996.  Net  sales for the  Company's
Canadian subsidiary decreased by $1,577,000 and $2,368,000 for the three and six
months ended May 31, 1997. This decrease in net sales is primarily  attributable
to the loss by Sirco Canada in fiscal 1996 of the license from Airway Industries
Inc.  ("Airway") to sell  "Atlantic"  luggage (see below).  For the three months
ended May 31, 1997,  Sirco Canada had no sales of Airway  product as compared to
approximately  $1,587,000 in fiscal 1996.  For the six months ended May 31, 1997
Sirco  Canada  sold  approximately  $514,000  of Airway  product as  compared to
approximately  $2,871,000  during the same period in fiscal 1996.  The Company's
gross  profit  for the three and six  months  ended May 31,  1997  decreased  by
approximately $1,417,000 and $2,625,000 to approximately $539,000 and $1,233,000
from  approximately  $1,956,000  and  $3,858,000  reported  in the prior  fiscal
periods.  The gross profit percentage for the three and six months ended May 31,
1997 decreased to approximately 17.4% and 20% from approximately 25.6% and 27.1%
reported in the prior year fiscal.  The decrease in gross profit  percentage  is
primarily  attributable  to the lack of a  sufficiently  large revenue base over
which to spread fixed costs and to the  reduction  in sales of licensed  product
that  traditionally  have a higher gross profit margin than the Company's  other
product lines.

After extensive negotiations in February 1996, the Company and FILA entered into
an agreement  pursuant to which the Company ceased  shipping  products under the
FILA  license  on June 30,  1996,  subject  to certain  rights  with  respect to
remaining inventory. The Company sold approximately $2,966,000 and $5,234,000 of
FILA product in the three and six months ended May 31, 1996,  and  approximately
$8,584,000 of FILA product in fiscal 1996. The loss of the FILA trademark had an
adverse  impact on the  Company's  results  of  operation  for the three and six
months  ended  May 31,  1997 and may have an  adverse  impact  on the  Company's
results of operation for the fiscal quarter ending August 31, 1997. However. the
Company expects that a significant portion of the net sales of FILA product will
be replaced  by sales of other  licensed  products  incorporating  the  licensed
"Perry  Ellis" and  "Hedgren"  names,  symbols and logos.  The  Company  started
shipping  product under these  licenses in the fourth quarter of fiscal 1996 and
expects  to recoup a  significant  portion  of the lost FILA sales by the end of
fiscal 1997.  However,  future net sales could be  negatively  impacted if sales
from these licenses or increases in sales under other  existing  licenses do not
replace the sales of FILA product.
<PAGE>
During  fiscal  1996,  Airway  notified  the Company that it would not renew its
license  agreement with the Company,  pursuant to which Sirco Canada was granted
an exclusive  license to sell in Canada,  luggage and luggage  related  products
under the trade names  "Atlantic" and "Oleg Cassini"  through December 31, 1996.
In November  1996,  the Company  entered into an Asset  Purchase  Agreement with
Airway,  whereby  Airway agreed,  among other things,  to purchase any remaining
Atlantic  inventory  owned by Sirco  Canada on December  31,  1996,  to purchase
certain  fixed  assets  and to enter  into a two year  lease  for a  substantial
portion of the premises owned by Sirco Canada at fair market value.  In November
1996, the Company  restructured  Sirco Canada,  hired a new President to run the
operation and started to market the Company's other licensed products in Canada,
including product  incorporating the licensed "Perry Ellis" and "Hedgren" names,
symbols and logos. Sirco Canada sold approximately $514,000 of Airway product in
the first  quarter of fiscal 1997 prior to the  December  31,  1996  termination
date.  Sirco  Canada sold  approximately  $1,587,000  and  $2,871,000  of Airway
product for the three and six months  ended May 31, 1996 and sold  approximately
$5,782,000 of Airway product in fiscal year 1996. The loss of the Airway license
had an adverse effect on Sirco Canada's  results of operations for the three and
six months ended May 31, 1997 and will have an adverse  effect on Sirco Canada's
results of operations for the remainder of fiscal year ended November 30, 1997.

Selling,  warehouse,  and general and administrative  expenses decreased for the
three and six months ended May 31, 1997 by approximately  $387,000 and $754,000,
respectively,  from the comparable periods in fiscal 1996.  Selling,  warehouse,
and general and administrative  expenses decreased by approximately $148,000 and
$375,000 for the three and six months ended May 31, 1997, respectively,  for the
Company's Luggage and Backpack Divisions and approximately $239,000 and $379,000
for the three and six months ended May 31, 1997, respectively, for the Company's
Canadian  subsidiary.  For the three and six months ended May 31, 1997,  selling
expenses  decreased  approximately  $259,000  and  $521,000,  respectively,  and
warehouse expenses decreased approximately $128,000 and $195,000,  respectively.
Additionally,  for the six months ended May 31, 1997, general and administrative
expenses decreased  approximately  $38,000. The decrease in selling expense is a
direct result of the reduction in sales of licensed  product while the reduction
in warehouse and general and administrative expense is primarily a result of the
restructuring of the Company's Canadian operation at the end of fiscal 1996.

Interest  expense for the three and six months  ended May 31, 1997  decreased by
approximately $78,000 and $148,000,  respectively,  from the amounts reported in
the same periods in fiscal 1996 due to lower average borrowings.

Miscellaneous  income for the three and six months ended May 31, 1997  increased
by approximately $30,000 and $76,000, respectively, over the amounts reported in
the same periods in fiscal 1996,  primarily due to continued strong  performance
of the Company's "direct-buy" program.

Liquidity and Capital Resources

At May 31,  1997,  the Company had cash and cash  equivalents  of  approximately
$275,000 and working capital of approximately $1,215,000.
<PAGE>
Net cash (used in) provided by  operating  activities  aggregated  approximately
($3,441,000) and $765,000 in the six month fiscal periods ended May 31, 1997 and
May 31, 1996, respectively. The increase of approximately $4,206,000 in net cash
used in  operating  activities  in fiscal  1997,  as  compared  to fiscal  1996,
primarily  reflects  the net  operating  loss of  $1,029,000  in fiscal  1997 as
compared to net operating income of  approximately  $444,000 in fiscal 1996, and
an increase in the use of cash of  approximately  $2,234,000  for  inventory and
approximately $1,086,000 for accounts payable and accrued expenses. The increase
in inventory  levels is primarily due to anticipated  large sales volumes in the
third quarter of fiscal 1997,  and to a lesser  extent  slower than  anticipated
demand from  customers in the second quarter of fiscal 1997. The increase in the
use of cash for  accounts  payable  and  accrued  expenses  is mainly due to the
efforts of the Company to stay current with trade vendors in fiscal 1997.

Net cash  used in  investing  activities  aggregated  approximately  $1,200  and
$45,000 in the six month  fiscal  periods  ended May 31, 1997 and May 31,  1996,
respectively.  The principle uses of cash from investing  activities in 1997 and
1996 was for the purchase of equipment.  The  principal  source of cash provided
from investing  activities in 1997,  was the proceeds of sale of equipment,  and
proceeds of a note receivable from a 1992 sale of a subsidiary.

Net cash provided by (used in)  financing  activities  aggregated  approximately
$3,367,000 and ($666,000) in the six month fiscal periods ended May 31, 1997 and
May 31, 1996, respectively.  In the six months ended May 31, 1997, approximately
$2,573,000 of net cash was provided by short-term debt,  approximately  $191,000
was provided  from  proceeds from the exercise of stock options and $609,000 was
provided from a private equity placement.  In the six months ended May 31, 1996,
the  Company  used net  cash to  re-pay  approximately  $916,000  in  short  and
long-term  debt.  Also,  in the 1996 period,  the Company  received  $250,000 in
proceeds from the exercise of stock options.

In March 1995, the Company  entered into an agreement with Yashiro,  pursuant to
which  Yashiro had agreed to issue or cause to be issued,  until March 20, 1997,
unsecured trade letters of credit in an aggregate  amount of up to the lessor of
$1,200,000  or 35% of the book value of the Company's  inventory.  See Note 2 to
Notes to Condensed  Consolidated  Financial Statements  (Unaudited).  At May 31,
1997 the Company was  indebted to Yashiro for  approximately  $14,000 and had no
outstanding  letters of credit.  On June 20, 1997, the Company repaid the entire
obligation to Yashiro under the Letter of Credit Agreement.

On December  17,  1996,  the  Company's  factoring  agreement  with  Rosenthal &
Rosenthal Inc. was  terminated and replaced by 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 May 31, 1997, the Company was indebted to Coast in the amount
of approximately  $4,160,000 and had outstanding  letters of credit amounting to
approximately $385,000.

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  loan on Sirco  Canada's
office and  warehouse  facility.  See Note 2 to Notes to Condensed  Consolidated
Financial Statements  (Unaudited).  At May 31, 1997, the principal amount of the
mortgage loan was  approximately  $344,000.  The Company is currently  using the
Coast line of credit to provide  letter of credit  financing  that was  formerly
provided by National Bank of Canada.
<PAGE>
For the period  ended May 31,  1997,  the Company had  approximately  $28,000 in
capital  expenditures.  The Company  does not plan to make  significant  capital
expenditures in fiscal 1997.

The Company is currently  exploring  alternatives for raising  additional equity
capital.  Management believes that by increasing its working capital through the
sale of common  stock,  it will be able to more  effectively  market and develop
products bearing its recently licensed  "Hedgren" and "Perry Ellis" names. There
can be no  assurance,  however,  that  the  Company  will be able to  raise  any
additional equity capital.  The Company believes that its existing cash and cash
equivalent balances,  present sources of financing and cash flow from operations
will be sufficient to meet the Company's  cash and capital  requirements  for at
least the next twelve months.
<PAGE>
Item 4. - Submission of Matters To a Vote of Security Holders

         (a)   The 1997 Annual Meeting of Shareholders of the Company (the "1997
               Annual Meeting)" was duly held on June 12, 1997.
                             
         (b)   Inapplicable,  as (i)  proxies  for the  meeting  were  solicited
               pursuant  to  Regulation  14 under  the Act;  (ii)  there  was no
               solicitation in opposition to the management's nominees as listed
               in the proxy  statement  relating to the 1997 Annual Meeting (the
               "Proxy  Statement");  and  (iii) all of such  nominees  were duly
               elected.

         (c)   Set forth below is a brief description of each other matter voted
               upon at the 1997  Annual  Meeting  and the number of  affirmative
               votes and the number of negative votes cast:

                  i)  The  approval  and  adoption of an  amendment  to the 1995
                      Stock  Option  Plan  of  the  Company.   The   information
                      contained  in the  Proxy  Statement  at pages 4  through 6
                      under the heading "Proposal to Amend the 1995 Stock Option
                      Plan" is incorporated by reference herein.

                      Votes For..................  1,636,486
                      Votes Against..............    113,100
                      Votes Abstaining...........     10,200
                      Non-Vote...................    856,220

         (d)   Not applicable.
<PAGE>
                            SIRCO INTERNATIONAL CORP.

                            PART II-OTHER INFORMATION

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.



July 15, 1997                                     By: /s/ Joel Dupre
-------------                                         -------------- 
Date                                                  Joel Dupre
                                                      Chairman of the Board and
                                                      Chief Executive Officer





July 15, 1997                                    By: /s/ Paul Riss
-------------                                        ------------- 
Date                                                  Paul Riss
                                                      Chief Financial Officer
                                                      (Principal Financial and
                                                       Accounting Officer)
<PAGE>


                                  EXHIBIT INDEX

                        No.                    Description     
                        ---                    -----------   

                        27                Financial Data Schedule.