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, 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: 10,130,955 shares of
Common Stock, par value $.10 per share, as of July 1, 1999.
<PAGE>
                           PART 1. FINANCIAL INFORMATION
Item 1.  Financial Statements
                   Sirco International Corp. and Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                                    May 31, 1999      Nov. 30, 1998
                                                                                                    ------------      ------------
                                                                                                     (Unaudited)        (See note)
<S>                                                                                                <C>                <C>
Assets
Current assets:
     Cash and cash equivalents                                                                     $     375,754      $    352,489
     Accounts receivable                                                                               1,314,485         1,565,727
     Inventories                                                                                       3,735,311         4,397,635
     Prepaid expenses                                                                                    281,647           199,805
     Other current assets                                                                                155,345            36,791
     Recoverable income taxes                                                                             18,255           149,902
                                                                                                    ------------      ------------
Total current assets                                                                                   5,880,797         6,702,349
                                                                                                    ------------      ------------
Property and equipment at cost                                                                         1,501,511         1,906,326
Less accumulated depreciation                                                                            837,125         1,070,852
                                                                                                    ------------      ------------
Net property and equipment                                                                               664,386           835,474
                                                                                                    ------------      ------------
Other assets                                                                                              73,050           172,254
Investment in and advances to subsidiary                                                                 464,573           464,573
Investment in Access One Communications Corp.                                                          1,505,470         1,476,434
Investment in RiderPoint, Inc.                                                                           412,500                --
Investment in SkyClub Communications Holding Corp.                                                       170,816                --
Goodwill                                                                                               1,475,844         1,377,958
                                                                                                    ------------      ------------
Total assets                                                                                        $10,647,436      $ 11,029,042
                                                                                                    ============      ============

Liabilities and stockholders' equity Current liabilities:
     Current maturities of long-term debt                                                           $  2,365,443      $  3,193,344
     Due to related parties                                                                              340,524           519,596
     Accounts payable                                                                                  1,242,570           993,779
     Accrued expenses and other current liabilities                                                    1,806,215         1,661,420
                                                                                                    ------------      ------------
Total current liabilities                                                                              5,754,752         6,368,139
                                                                                                    ------------      ------------
Long-term debt, less current maturities                                                                  307,071           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, 863 issued
(1999), 700 issued (1998)                                                                                     86                70
     Common stock, $.10 par value;  20,000,000 shares  authorized,  10,080,955 issued (1999),
6,343,316 issued (1998)                                                                                1,008,095           634,331
     Capital in excess of par value                                                                   17,253,235        12,851,015
     Retained earnings (deficit)                                                                     (12,078,599)       (8,864,535)
     Treasury stock at cost                                                                              (27,500)          (27,500)
     Treasury stock held by equity investee                                                             (917,780)         (159,396)
     Accumulated foreign translation adjustment                                                         (651,924)         (679,905)
                                                                                                    ------------      ------------
Total stockholders' equity                                                                             4,585,613         3,754,080
                                                                                                    ------------      ------------
Total liabilities and stockholders' equity                                                          $ 10,647,436      $ 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

                                       2
<PAGE>
                   Sirco International Corp. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                For the Six Months Ended        For the Three Months Ended
                                               May 31, 1999    May 31, 1998    May 31, 1999     May 31, 1998
                                               -----------     -----------     -----------       ----------
<S>                                            <C>             <C>             <C>               <C>
Net sales                                      $ 5,574,156     $ 9,029,994     $ 3,086,796       $5,197,823
Cost of Goods Sold                               4,610,856       7,159,234       2,541,848        4,178,524
                                               -----------     -----------     -----------       ----------
Gross Profit                                       963,300       1,870,760         544,948        1,019,299

Selling, warehouse, general and
  administrative expenses                        3,042,804       2,891,282       1,581,413        1,572,026
                                               -----------     -----------     -----------       ----------
Loss from operations                           (2,079,504)     (1,020,522)     (1,036,465)        (552,727)

Other (income) expense:
Interest expense                                   159,630         297,252          78,581          148,471
Interest income                                    (15,563)        (31,276)         (7,677)         (29,153)
Miscellaneous income, net                          (53,854)        (57,626)        (30,924)         (17,491)
Equity in loss of investee                       1,044,350         270,072         619,649          170,737
                                               -----------     -----------     -----------       ----------

Net loss                                      $ (3,214,067)    $(1,498,944)    $(1,696,094)       $(825,291)
                                              ============    ============    ============       ==========

Basic and diluted loss per share                   $ (0.40)         $(0.32)         $(0.18)          $(0.17)
                                                   =======         =======         =======          =======

Weighted average number of common                7,998,835       4,633,208       9,428,410        4,946,824
  Shares outstanding
</TABLE>
See notes to the condensed consolidated financial statements.

                                       3
<PAGE>
                   Sirco International Corp. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                For the Six Months Ended
                                                                            May 31, 1999       May 31, 1998
<S>                                                                          <C>                <C>
Cash flows from operating activities                                         ($3,214,067)       ($1,498,944)
Net loss
Adjustment to reconcile net loss
  to net cash provided by (used in) operating activities:
  Depreciation and amortization                                                  149,999             49,969
  Provision for losses in accounts receivable                                     70,916              5,590
  Loss on disposal of fixed assets                                               167,547
  Equity in loss of investee                                                   1,044,350            270,072
Changes in operating assets and liabilities:
  Accounts receivable                                                            180,326          1,045,298
  Inventories                                                                    568,324          2,627,868
  Prepaid expenses                                                               (81,842)            57,896
  Other current assets                                                            13,093           (61,964)
  Other assets                                                                    99,204             38,396
  Accounts payable and accrued expenses                                          393,586           (722,540)
                                                                             -----------        -----------
Net cash (used in) provided by operating activities:                            (608,564)         1,811,641
                                                                             -----------        -----------

Cash flows from investing activities:
Purchase of property and equipment                                               (53,087)           (32,176)
Proceeds from sale of property and equipment                                       6,000                  -
Cash inflow from agreement to sell subsidiary                                          -             19,536
                                                                             -----------        -----------
Net cash (used in) investing activities                                          (47,087)           (12,640)
                                                                             -----------        -----------

Cash flow from financing activities:
Increase (decrease) in loans payable to financial institutions
  and short-term loans payable-other                                             114,172         (1,342,722)
Proceeds from exercise of stock options                                           32,625              6,000
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                  -
                                                                             -----------        -----------
Net cash provided by (used in) financing activities                              706,897           (773,472)
                                                                             -----------        -----------

Effect of exchange rate changes on cash                                          (27,981)            28,313
                                                                             -----------        -----------
Increase in cash and cash equivalents                                             23,265          1,053,842
Cash and cash equivalents at beginning of period                                 352,489            114,190
                                                                             -----------        -----------
Cash and cash equivalents at end of period                                    $  375,754         $1,168,032
                                                                             ===========        ===========


Supplemental  disclosures of cash flow  information  Cash paid during
the period for:
  Interest                                                                    $  159,630         $  284,754
  Income taxes                                                                         -                  -
</TABLE>
See item 2., Changes in Securities,  for noncash financing activities during the
  the six month period ended May 31, 1999.
    See notes to the condensed consolidated financial statements.

                                       4
<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, 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.  For the six months  ended May 31,  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 May 31,  1999,  the Company owed Coast
approximately  $2,278,000 and had no outstanding  letters of credit.  At May 31,
1999, the prime rate was 7.75%.
                                       5
<PAGE>
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 May 31, 1999, the principal amount of the mortgage loan was
approximately $306,000.

On  March  3,  1999,  the  Company's  subsidiary,  Essex  Communications,  Inc.,
("Essex")  entered into a Receivable  Sales  Agreement  ("the  Agreement")  with
Receivables  Funding  Corporation  ("RFC").  The 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 May 31,  1999,  approximately  $80,000 was  outstanding  under the
Agreement.  The 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 Agreement at  approximately  five percentage
points above the prime rate. The Agreement has a termination date of the earlier
of (a) March 3, 2001; (b) a termination  event as defined in the Agreement;  (c)
the occurrence of an event of seller default as defined in the Agreement; or (d)
ninety days  following the Company's  delivery of written  notice to RFC setting
forth the  Company's  desire to  terminate  the  Agreement  and the payment of a
termination fee (as defined).

                                       6
<PAGE>
Note 3-Investment in Subsidiary
-------------------------------

On February 27, 1998, the Company acquired all 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 had vested  immediately and warrants to purchase 150,000 shares will 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 performance  conditions are met. As of May 31, 1999, 225,000 of
such shares had been  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 pending issuance.
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  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.

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.

                                       7
<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"   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 profit 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  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  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  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 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.

Three and Six Months Ended May 31, 1999 vs. May 31, 1998
--------------------------------------------------------

Net  sales  for the  three  and six  months  ended  May 31,  1999  decreased  by
approximately   $2,111,000  and  $3,456,000,   respectively,   to  approximately
$3,087,000 for the three months ended May 31, 1999 and approximately  $5,574,000
for the six months ended May 31, 1999, as compared to  approximately  $5,198,000
and $9,030,000,  respectively,  reported for the comparable periods in 1998. The
following  tables  present the Company's  net sales by industry  segment for the
three and six months ended May 31, 1999 and 1998:

                               Three Months Ended
                               ------------------
<TABLE>
<CAPTION>
                                                                               Increase
Industry segment                      May 31, 1999         May 31, 1998       (Decrease)
                                       ----------           ----------       ------------
<S>                                    <C>                  <C>              <C>
Wholesale luggage                      $2,134,000           $4,900,000       ($2,766,000)
Retail sales                              516,000              298,000           218,000
Telecommunications                        437,000                    -           437,000
                                       ----------           ----------       -----------
Total                                  $3,087,000           $5,198,000       ($2,111,000)
                                       ==========           ==========       ===========
</TABLE>
                                      8
<PAGE>
                                Six Months Ended
                                ----------------
<TABLE>
<CAPTION>
Increase
Industry segment                     May 31, 1999         May 31, 1998         (Decrease)
                                      ----------            ----------         ------------
<S>                                   <C>                   <C>                <C>
Wholesale luggage                     $3,907,000            $8,496,000         ($4,589,000)
Retail sales                             868,000               534,000             334,000
Telecommunications                       799,000                     -             799,000
                                      ----------            ----------         ------------
Total                                 $5,574,000            $9,030,000         ($3,456,000)
                                      ==========            ==========         ============
</TABLE>
Net  sales  for  the  Company's   wholesale   luggage   division   decreased  by
approximately  $2,766,000  and $4,589,000 for the three and six months ended May
31, 1999 from amounts  reported in the  comparable  periods in fiscal 1998.  The
decrease  in net  sales in fiscal  1999 is  primarily  a result  of the  overall
decrease in both the Company's  private label and licensed  product sales caused
by a decrease in orders from the Company's two largest  customers,  who buy both
private label and licensed product.

Net sales of the Company's  retail  division,  consisting  of the  operations of
Airline Venture, Inc. ("AVI"), increased by approximately $218,000 and $334,000,
respectively,  for the three and six  months  ended  May 31,  1999 from  amounts
reported in the  comparable  periods of fiscal  1998.  The increase 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 the Web site,
www.tagintl.com.

Net  sales  of the  Company's  telecommunications  division,  consisting  of the
operations of Essex and WebQuill, were $437,000 and $799,000,  respectively, for
the three and six months ended May 31, 1999.  The  Company's  telecommunications
division had no net sales for the same comparable  periods in fiscal 1998. 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 July 1,  1999,  Essex  had  approximately  2,200  installed  lines.  WebQuill
provides  dial-up  and  dedicated  Internet  access,  Web  design,  hosting  and
E-commerce development to small and medium-sized businesses.

The Company's  gross profit  decreased by  approximately  $474,000 and $907,000,
respectively,  and the gross profit percentage decreased to 17.7% from 19.6% and
to 17.3% from 20.7%,  respectively,  for the three and six months  ended May 31,
1999 from  amounts  reported  in the  comparable  periods  in fiscal  1998.  The
decrease in gross profit percentage is primarily attributable to unfavorable mix
of lower margin products in the luggage division,  which reported a gross profit
percentage of 10% and 11%, respectively,  for the three and six months ended May
31, 1999, as compared to a gross profit percentage of 18% and 19%, respectively,
for the three and six month periods ended May 31, 1998. Gross profit percentages
amounted  to 46%  and  45%  for  the  retail  division  and  25% and 19% for the
telecommunications  division,  respectively,  for the three and six months ended
May 31, 1999.  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
                                       9
<PAGE>
that is now being offered by Bell Atlantic  Corporation in New York State.  This
product,  when implemented,  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  by
approximately  $9,000 and $152,000,  respectively,  for the three and six months
ended May 31, 1999 from  amounts  reported in the  comparable  periods in fiscal
1998. A major portion of the increase is a direct result of expenses incurred by
the Company's  telecommunications  division,  which were not in operation in the
prior fiscal  periods.  Such increases  were  partially  offset by a decrease in
expenses in the wholesale luggage business during the three months ended May 31,
1999.

Interest  expense for the three and six months  ended May 31, 1999  decreased by
approximately $70,000 and $138,000,  respectively,  from the amounts reported in
the same periods in fiscal 1998 due to lower average borrowings.

Miscellaneous  income  increased  by  approximately  $13,000  and  decreased  by
approximately $4,000,  respectively,  for the three and six months ended May 31,
1999 from amounts reported in the comparable periods in fiscal 1999. The decline
in the Company's  commission income generated from sales arranged by the Company
between  overseas  suppliers and certain  customers was offset by an increase in
rental income reported by Sirco Canada.

At May 31,  1999,  the  Company  was  the  largest  shareholder  of  Access  One
Communications  Corp. ("Access One"), owning approximately 39.1% 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  six  months  ended  May  31,  1999,  the  Company  has  recorded  a loss of
approximately $620,000 and $1,044,000,  respectively, relating to its investment
in Access One.

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

At May 31,  1999,  the Company had cash and cash  equivalents  of  approximately
$376,000 and working capital of approximately $126,000.

Net cash (used in) provided by  operating  activities  aggregated  approximately
($609,000)  and  $1,812,000  in the six month periods ended May 31, 1999 and May
31,  1998,  respectively.  The  decrease  in  net  cash  provided  by  operating
activities  primarily reflects the increase in the net loss in the first half of
fiscal 1999 as compared to the year-ago period.

Net cash used in  investing  activities  aggregated  approximately  $47,000  and
$13,000  in the six  month  periods  ended  May  31,  1999  and  May  31,  1998,
respectively.  The principal uses of cash from  investing  activities in the six
month periods ended May 31, 1999 and 1998 was for the purchase of equipment. The
principal  source  of cash  provided  by  investing  activities  in 1998 was the
proceeds of a note receivable from a 1992 sale of a subsidiary.

Net cash provided by (used in)  financing  activities  aggregated  approximately
$707,000 and  ($773,000) in the six month periods ended May 31, 1999 and May 31,
1998,  respectively.  In the fiscal period ended May 31, 1999, net cash provided
by  financing  activities  resulted  from  an

                                       10
<PAGE>
increase in short-term  debt of  approximately  $114,000,  the proceeds from the
exercise of stock options of  approximately  $33,000,  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 fiscal
period ended May 31, 1998, net cash used in financing activities resulted from a
decrease in short-term debt of  approximately  $1,343,000,  partially  offset by
approximately  $6,000  from the  proceeds  of stock  options,  by  approximately
$488,000  from the  proceeds of warrants and by  approximately  $75,000 from the
proceeds of a private placement of common stock.

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 May 31,  1999,  the  Company  was  indebted  to Coast in the
principal amount of approximately  $2,278,000 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.  The Company  anticipates
paying  the debt  before its  maturity,  as the debt  relates  to the  wholesale
luggage  division,  which the  Company  anticipates  divesting  before  the loan
maturity date.

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 May 31, 1999, the principal
amount of the mortgage loan was  approximately  $306,000.  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") which 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 May  31,  1999,  Essex  was  indebted  to RFC  for the  principal  amount  of
approximately  $80,000.  Essex borrows from RFC at approximately five percentage
points above the prime rate.

For the six month  period  ended May 31,  1999,  the Company  had  approximately
$53,000 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 these  expenditures
will be  significant.  During the second  quarter of fiscal  1999,  the  Company
closed in New York City  showroom,  resulting in a loss on the disposal of fixed
assets of approximately $168,000.

As of May 31, 1999,  the Company  owned  approximately  39.1% 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.  Gross revenues of
Access  One for the  three  and six  months  ended  May 31,  1999  increased  by
approximately   $2,740,000  and  $3,896,000,   respectively,   to  approximately
$4,185,000 for the three months ended May 31, 1999 and approximately  $6,512,000
for the six months ended May 31, 1999, as compared to  approximately  $1,445,000
and $2,616,000,  respectively,  reported for the comparable periods in 1998. 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 39.1% of

                                       11
<PAGE>
any income or loss that is  incurred  by Access  One.  Although  the Company has
recorded a loss on its investment for each quarter through May 31, 1999,  Access
One's management believes that the implementation of a leased facilities program
with its largest supplier, BellSouth Corporation, effective June 2, 1999, should
result in  operating  profits  for Access One for the month of June 1999 and the
fourth quarter of fiscal 1999.

The report of the independent auditors on the Company's financial statements for
the year ended  November 30, 1998,  indicates  that there is  substantial  doubt
about  the  Company's  ability  to  continue  as a going  concern.  The  Company
continues to incur  significant  operating  losses,  primarily  from its luggage
division, and is having difficulty meeting its obligations when they become due.
The Board of  Directors  has  announced  that it intends  to sell the  wholesale
luggage  division and the Company has signed a letter of intent and is currently
negotiating a definitive  purchase  agreement with a potential  buyer.  However,
there can be no assurances that such  divestiture will occur, and if the Company
is unable to divest itself of 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  half of fiscal  1999 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 for the next twelve  months.  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.

                                       12
<PAGE>
                            SIRCO INTERNATIONAL CORP.
                            -------------------------
                            PART II-OTHER INFORMATION
                            -------------------------

Item 2.             Changes in Securities
-------             ---------------------
                  On May 25, 1999, the Company issued to SkyClub  Communications
                  Holding Corp.  ("SkyClub"),  120,419 shares of Common Stock of
                  the  Company in  conjunction  with the  purchase of a minority
                  interest in SkyClub. Such transaction was effected pursuant to
                  Section 4(2) of the Securities Act of 1933, as amended.

                  On May 21,  1999,  the Company  sold an  aggregate  of 354,500
                  shares of Common  Stock of the Company in a private  placement
                  offering to ten individuals.  Such  transactions were effected
                  pursuant to Section  4(2) of the  Securities  Act of 1933,  as
                  amended.

                  On May 14,  1999,  a holder of 33  shares  of   the  Company's
                  Series A Preferred Stock, par value $.10, converted each share
                  of  preferred  stock into 1,000  shares of common  stock for a
                  total of 33,000 shares.  Such  securities were exempt from the
                  Securities  Act of 1933, as amended,  pursuant to Section 3(9)
                  thereof.

                  On April 6,  1999,  the  Company  issued to  RiderPoint,  Inc.
                  ("RiderPoint"),  250,000 shares of Common Stock of the Company
                  in  conjunction  with the  purchase of a minority  interest in
                  RiderPoint.  Such transaction was effected pursuant to Section
                  4(2) of the Securities Act of 1933, as amended.

Item 6.           Exhibits and Reports on Form 8-K
-------           --------------------------------
                  (a)  Exhibits.
                      (3) Articles of Incorporation and By-laws
                           (a) Certificate   of   Incorporation,   as   amended,
                               incorporated   by  reference  to  the   Company's
                               Registration Statement on Form S-1 filed with the
                               Securities and Exchange  Commission on August 27,
                               1969 under Registration Number 2-34436.
                           (b) Certificate  of Amendment of the  Certificate  of
                               Incorporation,  incorporated  by reference to the
                               Company's  definitive  proxy statement filed with
                               the   Securities   and  Exchange   commission  in
                               connection  with the Company's  Annual Meeting of
                               Shareholders held in May, 1984.
                           (c) Certificate  of Amendment to the  Certificate  of
                               Incorporation,   incorporated   by  reference  to
                               Exhibit 3(b) to the  Company's  Annual  Report on
                               Form 10-K for the year ended November 30, 1988.
                           (d) Certificate  of Amendment to the  Certificate  of
                               Incorporation,   incorporated   by  reference  to
                               Exhibit 3(e) to the  Company's  Annual

                                    13
<PAGE>
                               Report  on  Form 10-K for  the year  ended
                               November  30, 1994, as amended.
                           (e) Certificate  of Amendment of the  Certificate  of
                               Incorporation,   incorporated   by  reference  to
                               Exhibit 3 to the  Company's  Quarterly  Report on
                               Form 10-Q for the Quarter ended August 30, 1995.
                           (f) Certificate   of  Amendment  of   Certificate  of
                               Incorporation   filed   February  17,  1999.
                           (g) By-laws,  amended  and  restated as of  December,
                               1996,  incorporated  by reference to Exhibit 3(e)
                               to the  Company's  Annual Report on Form 10-K for
                               the year ended November 30, 1996.
                         (10)  Material Contracts
                           (a) Stock Purchase  Agreement dated February 27, 1998
                               between the Company and the shareholders of Essex
                               Communications,  Inc.,  incorporated by reference
                               to Exhibit 10(a) to the  Company's  Annual Report
                               on Form 10-K dated November 30, 1997.
                           (b) Lease  Agreement  dated February 14, 1990 between
                               Oro-May-Broward   Investment   Company   and  the
                               Company  for  property   located  in  La  Mirada,
                               California,  incorporated by reference to Exhibit
                               10(j) to the Company's Annual Report on Form 10-K
                               for the year ended November 30, 1989, as amended.
                           (c) Sirco International Corp. 1995 Stock Option Plan,
                               incorporated by reference to Exhibit 10(I) to the
                               Company's Annual Report on Form 10-K for the year
                               ended November 30, 1995, as amended.
                           (d) Sirco  International  Corp. 1996 Restricted Stock
                               Award Plan,  incorporated by reference to Exhibit
                               A to the Company's  Proxy Statement dated October
                               24, 1996.
                           (e) Employment  Agreement,  dated  November  5,  1996
                               between the  Company and Paul Riss,  incorporated
                               by  reference to Exhibit  10(f) to the  Company's
                               Annual  Report  on Form  10-K for the year  ended
                               November 30, 1996.
                           (f) Loan and Security  Agreement,  dated December 16,
                               1996,  between  the  Company  and Coast  Business
                               Credit,  a division of Southern  Pacific Thrift &
                               Loan  Association,  incorporated  by reference to
                               Exhibit 10(g) to the  Company's  Annual Report on
                               Form 10-K for the year ended November 30, 1996.
                           (g) Promissory Note, dated December 17, 1998, between
                               the Company and Joel  Dupre,  Chairman  and Chief
                               Executive Officer.
                           (h) Promissory Note, dated January 29, 1999,  between
                               the Company and Joel  Dupre,  Chairman  and Chief
                               Executive Officer.

                      (27) Financial Data Schedule

                  (b)  Reports on Form 8-K

                      None

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





    July 15, 1999                                  By:  /s/ Paul Riss
    ----------------------                            --------------------------
    Date                                              Paul Riss
                                                      Chief Financial Officer
                                                      (Principal Financial and
                                                      Accounting Officer)

                                       15
<PAGE>



                                  EXHIBIT INDEX

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

27                Financial Data Schedule.


                                       16
<PAGE>


                            Sirco International Corp.
<TABLE>
<CAPTION>
Item No.                                      Item Description                       May 31, 1999
--------                                      -----------------                      ------------
<S>               <C>                                                                 <C>
5-02(1)           Cash and cash items                                                 $   375,754
5-02(2)           Marketable securities                                                         0
5-02(3)(a)(1)     Notes and accounts receivable-trade                                   1,896,257
5-02(4)           Allowances for doubtful accounts                                        581,772
5-02(6)           Inventory                                                             3,735,311
5-02(9)           Total current assets                                                  5,880,797
5-02(13)          Property, plant and equipment                                         1,501,511
5-02(14)          Accumulated depreciation                                                837,125
5-02(18)          Total assets                                                         10,647,436
5-02(21)          Total current liabilities                                             5,754,752
5-02(22)          Bonds, mortgages and similar debt                                       307,071
5-02(28)          Preferred stock-mandatory redemption                                          0
5-02(29)          Preferred stock-no mandatory redemption                                      86
5-02(30)          Common stock                                                          1,008,095
5-02(31)          Other stockholder's equity                                            3,577,432
5-02(32)          Total liabilities and stockholder's equity                           10,647,436
5-03(b)1(a)       Net sales of tangible products                                        5,574,156
5-03(b)1          Total revenue                                                         5,628,010
5-03(b)2(a)       Cost of tangible goods sold                                           4,610,856
5-03(b)2          Total costs and expenses applicable to sales and revenue              2,875,257
5-03(b)3          Other costs and expenses                                                167,547
5-03(b)5          Provision for doubtful accounts and notes                                     0
5-03(b)(8)        Interest and amortization of debt discount                              159,630
5-03(b)(10)       Income/loss before taxes and other items.                            (3,214,067)
5-03(b)(11)       Income tax expense                                                            0
5-03(b)(14)       Income/loss continuing operations                                    (3,214,067)
5-03(b)(15)       Discontinued operations                                                       0
5-03(b)(17)       Extraordinary items                                                           0
5-03(b)(18)       Cumulative effect-change in accounting principles                             0
5-03(b)(19)       Net income or loss                                                   (3,214,067)
5-03(b)(20)       Earnings per share-basic                                                   (.40)
5-03(b)(20)       Earnings per share-diluted                                                 (.40)
</TABLE>


"This schedule contains summary financial information extracted from the Balance
Sheet and Income Statement and is qualified in its entirety by reference to such
financial statements."
                                       17