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 August 31, 1999.

                                       OR

[X]  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.)

       37 North Avenue, Norwalk, Connecticut 06851
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)


Registrant's Telephone Number, Including Area Code          203-750-1000

              24 Richmond Hill Avenue, Stamford, Connecticut 06901
--------------------------------------------------------------------------------
              (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: 10,711,609 shares of
Common Stock, par value $.10 per share, as of October 1, 1999.
<PAGE>
<TABLE>
<CAPTION>
                          PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

                   Sirco International Corp. and Subsidiaries
                      Condensed Consolidated Balance Sheets
                                                                                Aug. 31, 1999      Nov. 30, 1998
                                                                                -------------      -------------
                                                                                 (Unaudited)        (See note)

<S>                                                                              <C>               <C>
 Assets
 Current assets:
       Cash and cash equivalents                                                 $    183,627      $    352,489
       Accounts receivable                                                          1,733,864         1,565,727
       Inventories                                                                  1,486,376         4,397,635
       Prepaid expenses                                                               175,115           199,805
       Other current assets                                                           196,314            36,791
       Recoverable income taxes                                                        18,034           149,902
                                                                                 ------------      ------------
 Total current assets                                                               3,793,330         6,702,349
                                                                                 ------------      ------------
 Property and equipment at cost                                                     1,010,565         1,906,326
 Less accumulated depreciation                                                        384,685         1,070,852
                                                                                 ------------      ------------
 Net property and equipment                                                           625,880           835,474
                                                                                 ------------      ------------
 Other assets                                                                          77,872           172,254
 Investment in and advances to subsidiary                                             439,605           464,573
 Investment in Access One Communications Corp.                                      1,211,461         1,476,434
 Investment in RiderPoint, Inc.                                                       412,500                --
 Investment in SkyClub Communications Holding Corp.                                   170,816                --
 Goodwill                                                                           1,414,208         1,377,958
                                                                                 ------------      ------------
 Total assets                                                                    $  8,145,672      $ 11,029,042
                                                                                 ============      ============
 Liabilities and stockholders' equity Current liabilities:
       Current maturities of long-term debt                                      $  1,747,875      $  3,193,344
       Due to related parties                                                         247,498           519,596
       Accounts payable                                                             1,831,500           993,779
       Accrued expenses and other current liabilities                               1,792,404         1,661,420
                                                                                 ------------      ------------
 Total current liabilities                                                          5,619,277         6,368,139
                                                                                 ------------      ------------
 Long-term debt, less current maturities                                                   --           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, 190 issued (1999),  700 issued (1998)                             19                70
       Common stock,  $.10 par value; 20,000,000 shares authorized,
         10,611,609 issued (1999), 6,343,316 issued (1998)                          1,061,161           634,331
       Capital in excess of par value                                              17,569,040        12,851,015
       Retained earnings (deficit)                                                (15,283,658)       (8,864,535)
       Treasury stock at cost                                                         (27,500)          (27,500)
       Treasury stock held by equity investee                                        (792,667)         (159,396)
       Accumulated foreign translation adjustment                                          --          (679,905)
                                                                                 ------------      ------------
 Total stockholders' equity                                                         2,526,395         3,754,080
                                                                                 ------------      ------------
 Total liabilities and stockholders' equity                                      $  8,145,672      $ 11,029,042
                                                                                 ============      ============
</TABLE>
See notes to the condensed consolidated financial statements.

Note:  The balance  sheet at November 30, 1998 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.
<PAGE>
                   Sirco International Corp. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  For the Nine Months Ended          For the Three Months Ended
                                                              Aug.31,1999          Aug. 31,1998   Aug. 31,1999          Aug. 31,1998
                                                              -----------          -----------     -----------           ----------

<S>                                                           <C>                  <C>             <C>                   <C>
Net sales                                                     $ 2,696,745          $   905,977     $ 1,029,455           $  372,308
Cost of Goods Sold                                              1,845,654              529,990         713,846              200,857
                                                              -----------          -----------     -----------           ----------
Gross Profit                                                      851,091              375,987         315,609              171,451

Selling, warehouse, general and
  administrative expenses                                       1,815,210              639,072         758,340              260,625
Loss from operations                                             (964,119)            (263,085)       (442,731)             (89,174)

Other (income) expense:
Interest expense                                                   11,476                    -           8,394                    -
Miscellaneous income, net                                            (173)                   -               -                    -
Equity in loss of investee                                      1,463,472              618,168         419,122              348,096
Loss from continuing operations                                (2,438,894)            (881,253)       (870,247)            (437,270)

Discontinued operations (Note 4)
Loss from discontinued operations                              (3,259,999)          (1,539,769)     (1,614,579)            (484,808)
Loss on disposal of discontinued operations
                                                                 (720,230)                    -       (720,230)                   -
                                                              -----------          ============    -----------           ==========
Net loss
                                                              ($6,419,123)         ($2,421,022)    ($3,205,056)           ($922,078)
                                                              ===========          ===========     ===========           ==========
Basic and diluted loss per share from continuing operations

Basis and diluted loss per share from                              ($0.28)              ($0.18)         ($0.09)              ($0.08)
                                                                                                                            ------
Discontinued operations

Basic and diluted loss per share                                   ($0.45)              ($0.31)         ($0.22)              ($0.09)
                                                                  -------              -------         -------              -------

Weighted average number of common                                  ($0.73)              ($0.49)         ($0.31)              ($0.17)
                                                                  =======              =======         =======              =======
shares outstanding

                                                                8,740,979            4,942,134      10,209,134            5,553,270
                                                                =========            =========      ==========            =========
</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 Nine Months Ended
                                                                                  Aug. 31, 1999        Aug. 31,1998
                                                                                  -------------        ------------
<S>                                                                                    <C>                   <C>
Cash flows from operating activities
Net loss from continuing operations                                                ($2,438,894)         ($  881,253)
                                                                                   -----------          -----------
Adjustment to reconcile net loss
  to net cash provided by (used in) operating activities:
  Depreciation and amortization                                                        222,906               70,649
  Translation adjustment                                                               662,912
  Provision for losses in accounts receivable                                          108,984               37,458
  Loss on disposal of fixed assets                                                     232,540
  Equity in loss of investee                                                         1,463,472              618,168
Changes in operating assets and liabilities:
  Accounts receivable                                                                (277,121)              894,156
  Inventories                                                                        3,007,578            2,621,761
  Prepaid expenses                                                                      24,690               35,719
  Other current assets                                                                 148,595               25,012
  Other assets                                                                         104,001               63,498
  Accounts payable and accrued expenses                                                968,735            (693,722)
                                                                                   -----------          -----------
Net cash provided by continuing operations                                           4,228,398            2,791,446
                                                                                   -----------          -----------
Net cash used in discontinued operations                                            (3,980,229)          (1,539,769)
                                                                                   -----------          -----------
Net cash provided by operating activities:                                             248,169            1,251,677
                                                                                   -----------          -----------
Cash flows from investing activities:
Purchase of property and equipment                                                     (68,896)            (152,263)
Proceeds from sale of property and equipment                                             6,000                    -
Cash inflow from agreement to sell subsidiary                                           24,968               34,727
                                                                                   -----------          -----------
Net cash used in investing activities                                                  (37,928)            (117,536)
                                                                                   -----------          -----------

Cash flow from financing activities:
Decrease in loans payable to financial institutions
  and short-term loans payable-other                                                (1,284,814)          (2,035,377)
Proceeds from exercise of stock options                                                291,000               18,187
Proceeds from exercise of warrants                                                           -              488,250
Proceeds from private placement of common stock                                        364,100               75,000
Proceeds from private placement of preferred stock                                     196,000              658,000
                                                                                   -----------          -----------
Net cash used in financing activities                                                 (433,714)            (795,940)
                                                                                   -----------          -----------

Effect of exchange rate changes on cash                                                 54,611               58,241
                                                                                   -----------          -----------
(Decrease) increase in cash and cash equivalents                                      (168,862)             396,442
Cash and cash equivalents at beginning of period                                       352,489              114,190
                                                                                   -----------          -----------
Cash and cash equivalents at end of period                                         $   183,627          $   510,632
                                                                                   ===========          ===========
Supplemental disclosures of cash flow information
Cash paid during the period for:
  Interest
    Continuing operations                                                          $    11,476          $       467
                                                                                   -----------          -----------
    Discontinued operations                                                           $232,521             $385,156
  Income taxes                                                                     $         -          $         -
See item 2., Changes in Securities, for noncash financing
  activities during the nine month period ended Aug. 31, 1999.
</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 nine month period ended August 31, 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 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-business  sources.  The
provisions of Statement 130 are effective for periods  beginning  after December
15,  1997.  The  Company  had a  total  comprehensive  (loss)  of  approximately
($2,542,000) and ($922,000) for the three months ended August 31, 1999 and 1998,
respectively.  The Company had a total comprehensive  (loss) of ($5,756,000) and
($2,421,000)  for the nine months ended August 31, 1999 and 1998,  respectively.
The difference between the Company's net (loss) and total  comprehensive  (loss)
of approximately ($663,000) during the Company's fiscal quarter ended August 31,
1999 relates to the  reclassification  adjustment  required  for the  cumulative
foreign currency  translation  losses associated with foreign  subsidiaries that
adopted liquidation plans during such quarter.

Note 2-Financing Arrangements
-----------------------------

On December 17, 1996, the Company entered into a financing  agreement with Coast
Business Credit,  a division of Southern  Pacific Bank ("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  of the Board.  The  Company has
granted Coast a security  interest in substantially  all of the Company's assets
of  its US  luggage  operations.  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.
<PAGE>
The agreement also requires the Company to maintain a minimum tangible net worth
of  $1,400,000.  As of August  31,  1999,  the  Company  was in  default  of the
agreement.  The Company has not asked for a waiver as the loan is secured by the
remaining  assets from its  discontinued  luggage segment and is scheduled to be
repaid before its maturity on December 31, 1999 from the collection of the trade
accounts receivable. As of August 31, 1999, the Company owed Coast approximately
$1,315,000  and had no  outstanding  letters of credit.  At August 31, 1999, the
prime rate was 8.25%

The Company's Canadian  subsidiary,  Sirco  International  (Canada) Ltd. ("Sirco
Canada"), has a term loan agreement with National Bank of Canada, 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  $291,000
in the year 2000. At August 31, 1999, the principal  amount of the mortgage loan
was approximately $298,000.

On  March  3,  1999,  the  Company's  subsidiary,  Essex  Communications,  Inc.,
("Essex")  entered into a Receivable Sales Agreement (the "Sale Agreement") with
Receivables Funding Corporation  ("RFC").  The Sale Agreement provides for Essex
to sell up to  $500,000 of its  eligible  receivables  (as  defined) to RFC on a
periodic basis and to grant RFC a security interest in the receivables purchased
by RFC. As of August 31, 1999,  approximately $128,000 was outstanding under the
Sale Agreement. The Sale Agreement, in substance,  does not transfer the risk of
loss to RFC,  and has  been  treated  as a  financing  for  financial  statement
purposes. In substance,  Essex borrows under the Sale Agreement at approximately
five  percentage  points  above  the  prime  rate.  The  Sale  Agreement  has  a
termination  date of the earlier of (a) March 3, 2001;  (b) the  occurrence of a
termination event (as defined); (c) the occurrence of an event of seller default
(as defined);  or (d) 90 days following the Company's delivery of written notice
to RFC setting  forth the Company's  desire to terminate the Sale  Agreement and
the payment of a termination fee (as defined).

Note 3-Acquisitions and Investments
-----------------------------------

On February 27, 1998, the Company acquired all the outstanding  shares of common
stock of 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 had vested  immediately
and  warrants  to  purchase  150,000  shares  will vest if  certain  performance
conditions are met. The purchase  agreement also provided for the issuance of up
to  600,000   additional  shares  of  the  Company's  common  stock  if  certain
performance  conditions were met before August 31, 1999.  325,000 of such shares
were issued. Essex is a telecommunications  provider that is certified to resell
local telephone services and value-added  products in the states of Connecticut,
Massachusetts, New Jersey, New York and Virginia and is seeking certification in
the states of Florida, Kentucky and Maryland. 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. 100,000 of such shares are currently issuable. 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.
<PAGE>
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 certain assets 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.

On April 6, 1999,  the  Company  issued  250,000  shares of its common  stock in
exchange for a 19% interest in RiderPoint, Inc. ("RiderPoint").  RiderPoint is a
developer,  marketer  and  administrator  of  insurance  and  financial  service
programs. This investment is carried at cost.

On May 25,  1999,  the  Company  issued  120,149  shares of its common  stock in
exchange for a 19% interest in SkyClub Communications Holding Corp. ("SkyClub").
SkyClub  provides  digital   satellite  systems  for  the  reception  of  direct
television and high speed Internet services. This investment is carried at cost.

Note 4-Discontinued Operations

On August 11,  1999,  the  Company  sold  certain  assets and  assigned  certain
licenses of its domestic  luggage  division to Interbrand  L.L.C., a non-related
accessories  company,  and announced that it would discontinue the operations of
its wholesale luggage segment.  In addition to purchasing  inventory,  equipment
and other  assets,  Interbrand  also  hired  certain  employees,  including  the
Company's  current  Chairman  of the Board,  Joel  Dupre.  Upon  being  hired by
Interbrand,  Mr. Dupre resigned his position with the Company as Chief Executive
Officer, and is no longer employed by the Company.

The operating  results of the wholesale  luggage segment have been accounted for
as a  discontinued  operation and the results of  operations  have been excluded
from  continuing  operations  in  the  condensed   consolidated   statements  of
operations  for all periods  presented,  including  the prior  period  financial
statements  in which the  Company  has  restated  the  operating  results of its
wholesale luggage segment as a discontinued operation. Interest expense relating
to borrowings by the wholesale luggage segment is included as operating expenses
of such discontinued  segment. A cumulative loss on foreign currency translation
adjustment of approximately $663,000, which formerly was presented as a separate
component of shareholder's  equity,  is now reflected as an operating expense in
the month of August 1999 because such loss  related  solely to the  discontinued
segment.  Operating results of the discontinued operation for the three and nine
months ended August 31, 1999 are as follows:
<TABLE>
<CAPTION>
                                                                              Three months ended August 31,
                                                                               1999                  1998
                                                                               ----                  ----
<S>                                                                          <C>                   <C>
Net sales                                                                    $2,360,489            $4,001,255
Cost of Sales                                                                 2,139,178             3,142,185
Operating expenses                                                            1,835,890             1,343,878
                                                                              ---------             ---------
Loss from discontinued operations                                           ($1,614,579)            ($484,808)
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                        Nine months ended August 31,
                                                      1999                         1998
                                                      ----                         ----
<S>                                                 <C>                       <C>
Net sales                                           $6,267,355                $12,497,580
Cost of Sales                                        5,618,226                  9,972,286
Operating expenses                                   3,909,128                  4,065,063
                                                     ---------                  ---------
Loss from discontinued operations                  ($3,259,999)               ($1,539,769)
</TABLE>
The  remaining  assets  and  liabilities  of the  discontinued  segment  are not
segregated  on the Company's  Balance Sheet at August 31, 1999.  Such assets and
liabilities  consist of approximately  $1,318,000 in trade accounts  receivable,
$918,000 in inventory,  $330,000 in other current  assets,  $433,000 in property
and  equipment,  $1,612,000  in loans  payable  to  financial  institutions  and
$2,802,000 in accounts payable and accrued expenses. The Company intends to seek
substantial  discounts  from  suppliers  and vendors in order to  liquidate  the
remaining liabilities of the discontinued segment.
<PAGE>
Item 2.  Management's Analysis and Discussion of Financial Condition and Results
-------  -----------------------------------------------------------------------
         of Operations
         -------------

Information Regarding Forward-Looking Statements
------------------------------------------------

The  statements  contained  in this  report  that are not  historical  facts are
"forward-looking   statements"   that   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 profit margin of
its  telecommunications  division,  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 business,  in addition to other
statements  contained in this Report  regarding  matters that are not historical
facts,  that these statements are only estimates or predications.  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  assumptions  underlying  statements  that 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 geographical
areas in which the  Company  can  operate,  access new  markets,  negotiate  and
maintain suitable reseller and  interconnection  agreements with 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 from 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.

Three and Nine Months Ended August 31, 1999 vs. August 31, 1998

Continuing operations

Net sales for the three and nine  months  ended  August 31,  1999  increased  by
approximately $651,000 and $1,791,000, respectively, to approximately $1,029,000
for the three months ended August 31, 1999 and approximately  $2,697,000 for the
nine months  ended August 31, 1999,  as compared to  approximately  $372,000 and
$906,000,  respectively,  reported  for the  comparable  periods  in  1998.  The
following  tables  present the Company's  net sales by industry  segment for the
three and nine months ended August 31, 1999 and 1998:
<TABLE>
<CAPTION>
                          Three months ended August 31,

Industry segment                       1999            1998          Increase
----------------                       ----            ----          --------
<S>                                <C>             <C>               <C>
Retail sales                       $497,000        $279,000          $218,000
Telecommunications                  532,000          93,000           439,000
                                    -------          ------           -------
Total                            $1,029,000        $372,000          $651,000
                                 ==========        ========          ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                           Nine months ended August 31,
Industry segment                     1999            1998             Increase
----------------                     ----            ----             --------
<S>                               <C>              <C>                <C>
Retail sales                      $1,365,000       $813,000           $552,000
Telecommunications                 1,332,000         93,000          1,239,000
                                   ---------         ------          ---------
Total                             $2,697,000       $906,000         $1,791,000
                                  ==========       ========         ==========
</TABLE>
Net  sales  of the  Company's  telecommunications  division,  consisting  of the
operations  of Essex and  WebQuill,  increased  by  approximately  $439,000  and
$1,239,000,  respectively,  for the three and nine months ended August 31, 1999.
This  increase was  attributable  to the rapid growth in the number of installed
access lines provisioned by Essex during the third quarter of fiscal 1999. Essex
is certified to resell local telephone  service and value-added  products in the
states of Connecticut,  Massachusetts,  New Jersey, New York and Virginia and is
currently seeking certification in the states of Florida, Kentucky and Maryland.
At October 1, 1999,  Essex had  approximately  6,000 installed  lines.  WebQuill
provides  dial-up and dedicated  Internet  access,  Web design,  Web hosting and
E-commerce development to small and medium-sized businesses.

Net sales of the Company's  retail  division,  consisting  of the  operations of
Airline Venture, Inc. ("AVI"), increased by approximately $218,000 and $552,000,
respectively,  for the three and nine months  ended August 31, 1999 from amounts
reported in the  comparable  periods of fiscal 1998.  The increase was 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 the Web  site,
www.tagintl.com.

The Company's  gross profit  increased by  approximately  $144,000 and $475,000,
respectively,  and the gross profit percentage decreased to 31.0% from 46.1% and
to 32.0% from 41.5%,  respectively,  for the three and nine months  ended August
31, 1999 from amounts  reported in the  comparable  periods in fiscal 1998.  The
decrease in gross profit percentage is primarily attributable to the increase in
sales of the Company's telecommunications division, which has lower margins than
the Company's retail sales division.  Gross profit  percentages  amounted to 36%
and 41%  for  the  retail  division  and 25% and 21% for the  telecommunications
division,  respectively,  for the three and nine months  ended  August 31, 1999.
Management expects the retail division's gross margin to continue at its current
level and the telecommunication  division's gross margin to continue 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 more than  30%.  Such  conversion  commenced  during  the
Company's third fiscal quarter of 1999.

Selling,   warehouse  and  general  and  administrative  expenses  increased  by
approximately  $498,000  and  $1,176,000,  respectively,  for the three and nine
months ended August 31, 1999 from amounts reported in the comparable  periods in
fiscal 1998.  A major  portion of the  increase  was  directly  attributable  to
expenses  incurred by the Company's  telecommunications  division,  which had no
significant operating expenses in the prior fiscal periods.
<PAGE>
Interest expense from continuing operations amounted to approximately $8,000 and
$11,000  for the three and nine  months  ended  August  31,  1999.  There was no
interest  expense  from the  Company's  continuing  operations  during  the same
periods in fiscal 1998.

At August 31,  1999,  the  Company  was the  largest  shareholder  of Access One
Communications  Corp. ("Access One"),  owning  approximately 39% of Access One's
capital stock. 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 three
and nine months  ended  August 31,  1999,  the  Company  has  recorded a loss of
approximately $419,000 and $1,463,000,  respectively, relating to its investment
in Access One. Condensed  consolidated  financial  information for the three and
nine months ended July 31, 1999 for Access One is as follows:
<TABLE>
<CAPTION>
                                 Three Months Ended       Nine Months Ended
                                      July 31, 1999           July 31, 1999
                                      -------------           -------------
<S>                                      <C>                    <C>
Net Sales                                $5,056,509             $10,432,705
Cost of Sales                             3,710,322               8,409,916
Gross Profit                              1,346,187               2,022,789
Net Operating Income (Loss)                  71,650             (1,488,909)
Other Expenses                              934,802               1,475,664
Net (Loss)                                (863,153)             (2,964,573)
</TABLE>
Discontinued operations
-----------------------

See Note 4 - Discontinued operations

Liquidity and Capital Resources
-------------------------------

At August 31, 1999, the Company had cash and cash  equivalents of  approximately
$184,000 and negative working capital of approximately $1,826,000.

Net cash provided by operating activities aggregated  approximately $248,000 and
$1,252,000  in  the   nine-month   periods  ended  August  31,  1999  and  1998,
respectively.  The  decrease  in  net  cash  provided  by  operating  activities
primarily reflects the increase in the net loss for the nine-months ended August
31, 1999 as compared to the prior year period.

Net cash used in  investing  activities  aggregated  approximately  $38,000  and
$118,000 in the nine-month periods ended August 31, 1999 and 1998, respectively.
The principal use of cash from investing  activities in the  nine-month  periods
ended  August 31, 1999 and 1998 was the  purchase of  equipment.  The  principal
source of cash provided by investing  activities in the nine-month periods ended
August 31,  1999 and 1998 was the  proceeds of a note  receivable  from the 1992
sale of a subsidiary.
<PAGE>
Net cash used in  financing  activities  aggregated  approximately  $434,000 and
$796,000 in the nine-month periods ended August 31, 1999 and 1998, respectively.
In the  fiscal  period  ended  August  31,  1999,  net  cash  used in  financing
activities  resulted  from  a  decrease  in  short-term  debt  of  approximately
$1,284,000,  which was  partially  offset by the  proceeds  from the exercise of
stock options of approximately  $291,000, the proceeds of a private placement of
common stock of approximately  $364,000 and the proceeds of a private  placement
of preferred stock of  approximately  $196,000.  In the nine-month  period ended
August 31, 1998, net cash used in financing  activities resulted from a decrease
in  short-term  debt of  approximately  $2,035,000,  partially  offset  from the
proceeds of stock options of approximately  $18,000, the proceeds of warrants of
approximately  $488,000,  the proceeds of a private placement of common stock of
approximately $75,000 and the proceeds of a private placement of preferred stock
of approximately $658,000.

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 August 31,  1999,  the Company was  indebted to Coast in the
principal amount of approximately  $1,315,000 and had no outstanding  letters of
credit.  This loan  matures  on  December  31,  1999 and  therefore  the  entire
indebtedness  is classified as a current  liability.  As of August 31, 1999, the
Company was in default of the agreement.  As the Company  anticipates paying the
debt before its maturity by liquidating  its remaining  inventory and collecting
its trade  accounts  receivable,  the Company has not  requested a waiver of the
violation from Coast. Coast granted the Company written permission to divest its
wholesale  luggage  division  and  such  debt  relates  to  the  assets  of  the
discontinued division.

The National  Bank of Canada  provides a real  property  mortgage  loan on Sirco
Canada's  office  and  warehouse  facility.  See Note 2 to  Notes  to  Condensed
Consolidated Financial Statements (Unaudited). At August 31, 1999, the principal
amount of the mortgage loan was  approximately  $298,000.  Sirco Canada does not
currently utilize a working capital lender.

On March 3, 1999,  the Company's  subsidiary,  Essex,  entered into a Receivable
Sale Agreement with Receivables Funding Corp. ("RFC") that provides for Essex to
sell up to $500,000 of its eligible  receivables  to RFC on a periodic basis and
to grant RFC a  security  interest  in the  receivables  purchased  by RFC.  The
Receivable  Sale  Agreement  does not  transfer the risk of loss to RFC, and has
been treated by the Company as a financing for financial statement purposes.  As
of August  31,  1999,  Essex was  indebted  to RFC for the  principal  amount of
approximately $128,000.  Essex borrows from RFC at approximately five percentage
points above the prime rate.

For the nine-month  period ended August 31, 1999, the Company had  approximately
$69,000 in capital expenditures.  The Company expects to make additional capital
expenditures  over  the  next  twelve  months  to  purchase  equipment  for  its
telecommunications division, but does not anticipate that such expenditures will
be significant.
<PAGE>
As of August 31, 1999,  the Company owned  approximately  39% of its  affiliate,
Access One. 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 Company does not
record the revenues of Access One on its financial statements, as the investment
in  Access  One is  recorded  on the  Company's  books by the  equity  method of
accounting.  Under this method,  the Company currently records 39% of any income
or loss that is incurred by Access One. Although the Company has recorded a loss
on its investment for each quarter through August 31, 1999,  Access One recorded
earnings before interest and depreciation in its most recent quarter, due to the
implementation  of a  leased  facilities  program  with  its  largest  supplier,
BellSouth Corporation, effective June 2, 1999.

On August 11, 1999, the Company  announced the  discontinuance  of its wholesale
luggage  segment,   which  had  generated   operating  losses  of  approximately
$3,260,000  during fiscal 1999 and  approximately  $2,663,000  and $2,763,000 in
fiscal  years 1998 and 1997,  respectively.  This  discontinuance  included  the
immediate sale of certain assets,  the assignment of certain licenses and leases
and the  termination  of  certain  employees.  The  Company  did not  sell  this
segment's  trade accounts  receivable and plans to collect such  receivables and
liquidate the remaining assets of this business segment and use such proceeds to
retire its luggage related  liabilities.  Although the Company cannot be assured
of the  ultimate  price it will receive from the  liquidation  of the  remaining
assets,  management  believes  that it will be  able to  satisfy  the  remaining
obligations attributable to the wholesale luggage segment, including, in certain
cases, by negotiating substantial discounts on certain of the liabilities.

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 12 months.  This division  operated
profitably in the first three  quarters of fiscal 1999. The Company is currently
raising  capital of up to $1.6  million in a private  placement to meet the cash
requirements  for the next 12  months  of its  telecommunications  division,  as
contemplated  by the business plan for that  division.  Subsequent to August 31,
1999,  approximately  $1 million  has been  received  in  conjunction  with such
private  placement.  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 August 13, 1999, a holder of 667 shares of the  Company's  Series A Preferred
Stock,  par value $.10,  per share,  converted the preferred  stock into 340,654
shares of common stock.  Such  securities were exempt from the Securities Act of
1933, as amended, pursuant to Section 3(9) thereof.

Item 5.             Other Information
-------             -----------------

The Company intends to hold an Annual Meeting of  Shareholders  during the month
of May, 2000.  Proposals of shareholders  intended for  presentation at the 2000
Annual  Meeting of  Shareholders  and  intended to be included in the  Company's
Proxy  Statement and form of proxy  relating to that meeting must be received at
the offices of the Company by February 1, 2000.

Item 6.                      Exhibits and Reports on Form 8-K
-------                      --------------------------------

                             (a)     Exhibits.

                                (27) Financial Data Schedule

                             (b)     Reports on Form 8-K

During the third quarter of fiscal 1999,  the Company filed a Current  Report on
Form 8-K reporting  the sale of certain  assets of its former  luggage  division
pursuant to the Asset  Purchase  Agreement  between  the Company and  Interbrand
L.L.C. At the time of the filing it was impracticable for the Company to provide
the required pro forma  financial  information  with respect to the  transaction
disclosed therein.  The Company intends to file such information by amendment to
the Form 8-K as soon as  practicable,  but in any  event  within  60 days of the
filing of the initial Form 8-K.

<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.


October 15, 1999                                    By: /s/ Paul H. Riss
--------------------------------------                  -----------------
Date                                                    Paul H. Riss
                                                        Chief Executive Officer
                                                        (Principal Financial and
                                                        Accounting Officer)