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, 1998.

                                       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)
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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:  5,485,400 shares of
Common Stock, par value $.10 per share, as of July 1, 1998.
<PAGE>
                          PART 1. FINANCIAL INFORMATION

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

                                                                    May 31, 1998      Nov. 30, 1997
                                                                    (Unaudited)        (See note)
                                                                   ------------      ------------
<S>                                                                <C>               <C>         
Assets
Current assets:
    Cash and cash equivalents                                      $  1,168,032      $    114,190
    Accounts receivable                                               2,117,497         3,166,804
    Inventories                                                       5,088,855         7,707,631
    Prepaid expenses                                                    235,838           253,225
    Other current assets                                                106,195            44,231
    Recoverable income taxes                                             88,032           125,517
                                                                   ------------      ------------
Total current assets                                                  8,804,449        11,411,598
                                                                   ------------      ------------
Property and equipment at cost                                        1,779,045         1,762,533
Less accumulated depreciation                                           976,086           935,220
                                                                   ------------      ------------
Net property and equipment                                              802,959           827,313
                                                                   ------------      ------------
Other assets                                                            169,544           207,940
Investment in and advances to subsidiary                                495,261           514,797
Investment in Access One Communications, Inc.                         1,957,428         1,080,000 
Goodwill                                                                646,042               
                                                                   ------------      ------------

Total assets                                                       $ 12,875,683      $ 14,041,648
                                                                   ============      ============

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

                                                                    May 31, 1998      Nov. 30, 1997
                                                                    (Unaudited)        (See note)
                                                                   ------------      ------------
<S>                                                                <C>               <C>    
Liabilities and stockholders' equity Current liabilities:
    Current maturities of long-term debt                           $  3,734,423      $  1,522,060
    Due to related parties                                              793,215           974,046
    Accounts payable                                                    992,621         2,489,259
    Accrued expenses and other current liabilities                    1,803,684         1,318,863
                                                                   ------------      ------------

Total current liabilities                                             7,323,943         6,304,228
                                                                   ------------      ------------
Long-term debt, less current maturities                                 311,668         4,521,795
                                                                   ------------      ------------
    
Stockholders' equity:
    Common stock, $.10 par value; 10,000,000 share authorized,
    5,478,400 issued (1998), 4,300,400 issued (1997)                    547,840           430,040
    Preferred stock, $.10 par value; 1,000,000 authorized
    none issued
    Capital in excess of par value                                   11,044,828         7,753,368
    Retained earnings (deficit)                                      (5,386,476)       (3,887,532)
    Treasury stock at cost                                              (27,500)          (27,500)
      Treasury stock held by equity investee                           (292,500)         (420,000)
     Accumulated foreign translation adjustment                        (646,120)         (632,751)
                                                                   ------------      ------------
Total stockholders' equity                                            5,240,072         3,215,625
                                                                   ------------      ------------
Total liabilities and stockholders' equity                         $ 12,875,683      $ 14,041,648
                                                                   ============      ============
</TABLE>

See notes to the condensed consolidated financial statements.

 Note: The balance  sheet at November 30, 1997 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>
<TABLE>
<CAPTION>
                                 Sirco International Corp. and Subsidiaries
                              Condensed Consolidated Statements of Operations
                                                (Unaudited)


                                              For The Six Months Ended        For The Three Months Ended
                                            May 31, 1998    May 31, 1997     May 31, 1998     May 31, 1997
                                            ------------    ------------     ------------     ------------ 
<S>                                         <C>              <C>              <C>              <C>        
Net Sales                                   $ 9,029,994      $ 6,175,826      $ 5,197,823      $ 3,109,682
Cost of goods sold                            7,159,234        4,942,664        4,178,524        2,570,275
                                            -----------      -----------      -----------      -----------
Gross profit                                  1,870,760        1,233,162        1,019,299          539,407


Selling, warehouse, general and
     administrative expenses                  2,891,282        2,230,369        1,572,026        1,130,164
                                            -----------      -----------      -----------      -----------
Loss from operations                         (1,020,522)        (997,207)        (552,727)        (590,757)


Other (income) expense:
Interest expense                                297,252          237,476          148,471          112,997    
                                                                                                              
Interest income                                 (31,276)         (31,746)         (29,153)         (22,560)   
                                                                                                              
Miscellaneous income, net                       (57,626)        (174,319)         (17,491)         (79,658)   
                                                                                                              
Equity in loss of investee                      270,072                           170,737    
                                            -----------      -----------      -----------      -----------    
                                                478,422           31,411          272,564           10,779

Net loss                                    $(1,498,944)     $(1,028,618)     $  (825,291)     $  (601,536)
                                            ===========      ===========      ===========      ===========

Basic loss per share                        $     (0.32)     $     (0.36)     $     (0.17)     $     (0.19)
                                            ===========      ===========      ===========      ===========

Diluted loss per share                      $     (0.32)     $     (0.36)     $     (0.17)     $     (0.19)
                                            ===========      ===========      ===========      ===========

Shares used in computing loss per share

Basic and diluted                             4,633,208        2,832,603        4,946,824        3,099,687
                                            ===========      ===========      ===========      ===========
</TABLE>

See notes to the condensed consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                   Sirco International Corp. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                  For the Six Months Ended
                                                                May 31, 1998     May 31, 1997
                                                                ------------     ------------
<S>                                                             <C>              <C>         
Cash flows from operating activities:
Net loss                                                        ($1,498,944)     ($1,028,618)
Adjustments to reconcile net loss
    to net cash provided by (used in) operating activities:
     Depreciation and amortization                                   49,969           49,616
     Provision for losses in accounts receivable                      5,590           50,146
     Loss in sale of property and equipment                                            7,104
     Loss in equity  of  investee                                   270,072
Changes  in  operating  assets  and liabilities:
      Accounts receivable                                         1,045,298          171,777
      Inventories                                                 2,627,868       (1,671,500)
      Prepaid expenses                                               57,896         (240,579)
      Other current assets                                          (61,964)          47,117
      Other assets                                                   38,396         (106,975)
      Accounts payable and accrued expenses                        (722,540)        (719,431)
                                                                -----------      -----------
Net cash provided by (used in) operating activities:              1,811,641       (3,441,343)
                                                                -----------      -----------
Cash flows from investing activities:
Purchase of property and equipment                                  (32,176)         (27,881)
Proceeds from sale of property and equipment                                           3,655
Cash inflow from agreement to sell subsidiary                        19,536           23,050
                                                                -----------      -----------
Net cash used in investing activities                               (12,640)          (1,176)
                                                                -----------      -----------
Cash flows from financing activities:
(Decrease) increase in loans payable to
    financial institutions and short-term
    loans payable-other                                          (1,342,722)       2,567,608
Proceeds from exercise of stock options                               6,000          190,567
Proceeds from exercise of warrants                                  488,250             
Proceeds from private placement of common stock                      75,000          609,000
                                                                -----------      -----------
Net cash (used in) provided by financing activities                (773,472)       3,367,175
                                                                -----------      -----------

Effect of exchange rate changes on cash                              28,313          (39,250)
                                                                -----------      -----------
Increase (decrease) in cash and cash equivalents                  1,053,842         (114,594)
Cash and cash equivalents at beginning of period                    114,190          390,043
                                                                -----------      -----------

Cash and cash equivalents at the end of period                  $ 1,168,032      $   275,449
                                                                ===========      ===========
Supplemental  disclosures of cash flow  information
Cash paid during the period for:
    Interest                                                    $   284,754      $   232,583
    Income taxes                                                $                $   300,015
</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 six month period ended May 31, 1998 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  November 30, 1998.  For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K, as amended, for the year ended November 30, 1997.


Note 2-Financing Arrangements

On December  17,  1996,  the  Company's  factoring  agreement  with  Rosenthal &
Rosenthal Inc. was terminated and replaced with a financing agreement with Coast
Business  Credit,  a division of Southern  Pacific  Thrift and Loan  Association
("Coast"),  that provides for revolving loans and letter of credit  financing in
the  amount  of the  lesser  of  $7,000,000  or the sum of (a)  80% of  eligible
accounts  receivable (as defined) and (b) 50% of eligible inventory (as defined)
up to a  maximum  inventory  loan of  $3,000,000  less 50% of  letter  of credit
financing outstanding. The amount of the facility available for letter of credit
financing  is limited to  $2,500,000.  The loan bears  interest  at 2% above the
prime rate,  matures on December 31, 1998,  and is  guaranteed  by the Company's
Chairman and Chief Executive  Officer.  The Company has granted Coast a security
interest in substantially all of the Company's assets.  The agreement with Coast
contains various restrictive covenants, including among others, a restriction on
the  payment  or  declaration  of  any  cash  dividends,  a  restriction  on the
acquisition  of any assets  other than in the  ordinary  course of  business  in
excess  of  $100,000,  restrictions  related  to  mergers,  borrowing  and  debt
guarantees, and a $100,000 annual limitation on the acquisition or retirement of
the Company's common and preferred stock,  which acquisitions or retirements are
limited to transactions  with employees,  directors and consultants  pursuant to
the terms of employment,  consulting or other stock restriction  agreements with
such  persons.  The  agreement  also  requires the Company to maintain a minimum
tangible net worth of  $1,400,000.  As of May 31,  1998,  the Company owed Coast
approximately  $3,727,000 and had no outstanding  letters of credit.  At May 31,
1998, the prime rate was 8.50%.

In January 1997, the Company's Canadian subsidiary, Sirco International (Canada)
Ltd. ("Sirco Canada"), was advised by its bank, National Bank of Canada, that it
would no longer  provide  Sirco  Canada a  revolving  line of  credit  but would
continue to provide the real property mortgage loan on Sirco Canada's office and
warehouse  facility.  The mortgage  loan is payable in monthly  installments  of
approximately  $3,300,  including interest at 10.25%,  with a balloon payment of
approximately  $308,000 in the year 2000. At May 31, 1998, the principal  amount
of the mortgage loan was approximately $319,000.
<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 at May 31, 1998 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 July 1, 1998,
50,000 of such shares had been  issued.  Essex is a start-up  telecommunications
provider that is certified to resell local  telephone  services in the states of
New Jersey and New York.  Essex is  currently  seeking  certification  to resell
local  telephone  services  in the  states  of  Connecticut,  Massachusetts  and
Virginia. The acquisition has been accounted for as a purchase.
<PAGE>
Item 2.  Management's Analysis and Discussion of Financial Condition and Results
         of Operations

The following discussion and analysis contains  forward-looking  statements that
involve  risk  and  uncertainties.  The  Company's  actual  results  may  differ
materially from results discussed in  forward-looking  statements.  Factors that
might  cause  such  a  difference  include,   among  others,   general  economic
conditions;  industry trends; the loss of major customers; dependence on foreign
sources  of  supply;   the  loss  of  licenses;   availability   of  management;
availability,  terms and  deployment  of  capital;  the  seasonal  nature of the
Company's  business;  and  changes  in  state  and  federal  regulations  of the
telecommunications industry.

Three  and Six Months Ended May 31, 1998 vs. May 31, 1997
---------------------------------------------------------

Net  sales  for the  three  and six  months  ended  May 31,  1998  increased  by
approximately   $2,088,000  and  $2,854,000,   respectively,   to  approximately
$5,198,000 for the three months ended May 31, 1998 and approximately  $9,030,000
for the six months ended May 31, 1998, as compared to  approximately  $3,110,000
and $6,176,000,  respectively,  reported for the comparable periods in 1997. Net
sales for the Company's  United  States  operations  increased by  approximately
$1,960,000 and $3,117,000,  respectively, for the three and six months ended May
31, 1998 over comparable  periods in 1997 primarily due to 1) increases in sales
of licensed  product,  especially  Dunlop and Perry  Ellis,  2) sales of certain
discontinued   and   slow-moving   products  and  3)  sales  by  the   Company's
recently-formed  subsidiary,  Airline Ventures,  Inc. ("AVI"),  which was not in
operation in the prior fiscal periods.  This increase in net sales was partially
offset by a decrease in sales of the Company's unlicensed product. Net sales for
the  Company's  Canadian  operations  increased  by  approximately  $128,000 and
decreased by approximately $263,000,  respectively, for the three and six months
ended May 31, 1998 over  comparable  periods in 1997.  The increase in net sales
for the three months  ended May 31, 1998  reflects a steady  penetration  of the
Company's  Hedgren and Perry Ellis product lines in the Canadian  market,  while
the  decrease in net sales for the six months  ended May 31, 1998  reflects  the
loss, by Sirco Canada in fiscal 1996, of the license from Airway Industries Inc.
("Airway")  to sell  Atlantic  luggage (see below).  The sale of Airway  product
accounted for approximately  $472,000 in net sales for the first three months of
fiscal 1997 prior to the December 31, 1996 termination date.

The  Company's  gross  profit  for the three and six months  ended May 31,  1998
increased by approximately $480,000 and $638,000, respectively, to approximately
$1,019,000  and  $1,871,000,   respectively,  from  approximately  $539,000  and
$1,233,000, respectively, reported in the prior fiscal periods. The gross profit
percentage  for the  three  and six  months  ended  May 31,  1998  increased  to
approximately 19.6% and 20.7%, respectively, from approximately 17.3% and 20.0%,
respectively,  reported in the prior fiscal  periods.  While the margins  showed
slight improvement for the three and six months ended May 31, 1998, the sales of
certain  discontinued  and  slow-moving  products at prices below the  Company's
normal  margins  for  similar  items had a negative  impact on the gross  profit
percentage.
<PAGE>
During  fiscal  1996,  Airway  notified  the Company that it would not renew its
license  agreement with the Company,  pursuant to which Sirco Canada was granted
an exclusive  license to sell in Canada,  luggage and luggage  related  products
under the trade names  "Atlantic" and "Oleg Cassini"  through December 31, 1996.
In November  1996,  the Company  entered into an Asset  Purchase  Agreement with
Airway,  whereby  Airway agreed,  among other things,  to purchase any remaining
Atlantic  inventory  owned by Sirco  Canada on December  31,  1996,  to purchase
certain  fixed  assets  and to enter  into a two year  lease  for a  substantial
portion of the premises owned by Sirco Canada at fair market value. Sirco Canada
sold  approximately  $472,000 of Airway  product in the first  quarter of fiscal
1997 prior to the December  31, 1996  termination  date.  The loss of the Airway
license had an adverse  effect on the Company's  results of  operations  for the
three and six months ended May 31, 1998 and will have an adverse effect on Sirco
Canada's  results of  operations  for the  remainder  of the  fiscal  year ended
November 30, 1998.

On  February  27,  1998,  the  Company  acquired  Essex  Communications,   Inc.,
("Essex"),  a start-up  telecommunications  provider that is certified to resell
local telephone  services and  value-added  products in the states of New Jersey
and New York.  For the three months  ended May 31,  1998,  Essex had no sales of
services or products  although it has started  billing in June 1998. At July 10,
1998, Essex had customers utilizing  approximately 400 telephone lines. Essex is
currently seeking  certification to resell local telephone service in the states
of Connecticut,  Massachusetts  and Virginia and expects to be certified in each
of these states by the end of the Company's current fiscal year.

Selling,  warehouse and general and  administrative  expenses  increased for the
three and six months ended May 31, 1998 by approximately  $442,000 and $661,000,
respectively,  to approximately  $1,572,000 and $2,891,000,  respectively,  from
approximately  $1,130,000 and  $2,230,000,  respectively,  reported in the prior
fiscal  periods.  A major portion of the increase is a direct result of expenses
incurred by the Company's  wholly-owned  subsidiaries AVI and Essex,  which were
not in operation in the prior fiscal periods.

Interest  expense for the three and six months  ended May 31, 1998  increased by
approximately  $35,000 and $60,000,  respectively,  from the amounts reported in
the same periods in fiscal 1997 due to higher average borrowings.

Miscellaneous  income for the three and six months ended May 31, 1998  decreased
by approximately  $62,000 and $117,000,  respectively,  from amounts reported in
the same  periods in fiscal  1997.  The  decline of  approximately  $71,000  and
$137,000,  respectively, in the Company's commission income generated from sales
arranged by the Company  between  overseas  suppliers and certain  customers was
offset by an increase of  approximately  $9,000 and  $20,000,  respectively,  in
rental income reported by Sirco Canada.

At May 31,  1998,  the  Company  was  the  largest  shareholder  of  Access  One
Communications  Inc.  (formerly  CLEC  Holding  Corp.)  ("Access  One"),  owning
approximately 30% 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,  1998,  the
Company  has  recorded  a  loss  of   approximately   $171,000   and   $270,000,
respectively, relating to its investment in Access One.
<PAGE>
Liquidity and Capital Resources

At May 31,  1998,  the Company had cash and cash  equivalents  of  approximately
$1,168,000 and working capital of approximately $1,481,000.

Net cash provided by (used in)  operating  activities  aggregated  approximately
$1,812,000 and ($3,441,000)  fiscal periods ended May 31, 1998 and May 31, 1997,
respectively.

Net cash used in  investing  activities  aggregated  approximately  $13,000  and
$1,000 in fiscal periods ended May 31, 1998 and May 31, 1997, respectively.  The
principal uses of cash from investing activities in fiscal 1998 and 1997 was for
the purchase of equipment.  The principal source of cash provided from investing
activities  in 1998 and 1997 was the proceeds of a note  receivable  from a 1992
sale of a subsidiary.

Net cash (used in) provided by  financing  activities  aggregated  approximately
($773,000)  and  $3,367,000 in the fiscal periods ended May 31, 1998 and May 31,
1997,  respectively.  In the fiscal period ended May 31, 1998,  net cash used in
financing   activities   resulted  from  an  increase  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.  In the  fiscal  period  ended  May 31,  1997,  approximately
$2,568,000 of net cash was provided by short-term debt,  approximately  $191,000
was provided from the proceeds of stock options and  approximately  $609,000 was
provided 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,  1998,  the  Company  was  indebted  to Coast in the
principal amount of approximately  $3,727,000 and had no outstanding  letters of
credit.  This loan  matures  on  December  31,  1998 and  therefore  the  entire
indebtedness is classified as a current liability, whereas a significant portion
of the indebtedness  was considered a long-term  liability at the Company's most
recent fiscal  year-end  November 30, 1997.  The  reclassification  in debt from
long-tern to current has a significant  impact on the Company's  working capital
position.  However,  management  believes  it can  successfully  refinance  this
working capital line in a manner that will not be disruptive to operations.

In January 1997, Sirco Canada was advised by its bank,  National Bank of Canada,
that it would no longer  provide  Sirco  Canada a  revolving  line of credit but
would  continue to provide the real  property  mortgage  loan on Sirco  Canada's
office and  warehouse  facility.  See Note 2 to Notes to Condensed  Consolidated
Financial Statements  (Unaudited).  At May 31, 1998, the principal amount of the
mortgage loan was  approximately  $319,000.  The Company is currently  using the
Coast line of credit to provide  letter of credit  financing  that was  formerly
provided by National Bank of Canada.

For the six month  period  ended May 31,  1998,  the Company  had  approximately
$32,000 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.
<PAGE>
As of May 31,  1998,  the  Company  owned  approximately  30% of Access  One,  a
Florida-based  competitive  local  exchange  carrier.  Although  Access  One has
approximately 750 shareholders,  it is not publicly traded,  there is no readily
ascertainable  market for the stock,  and the shares held by the Company  bear a
restrictive  legend stating that the shares have not been  registered  under the
Securities  Act of  1933.  The  investment  in  Access  One is  recorded  on the
Company's books by the equity method of accounting.

Management  believes that the Company's  present sources of financing,  combined
with  its  present  working  capital  and  cash  flow  from  operations  will be
sufficient to meet the cash and capital  requirements  of the  Company's  travel
division for the next twelve months. However, if the depressed level in sales do
not  increase or the  Company is unable to improve its cash  position by raising
capital,  the  Company  may  experience  temporary  cash  shortages.  Such  cash
shortages may negatively impact the Company's ability to purchase inventory in a
timely manner, which could impact the Company's results of operations.

The Company  anticipates that it will need to raise up to $1 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.
<PAGE>


Item 4.- Submission of Matters To a Vote of Security Holders

         (a)  The 1998 Annual meeting of  Shareholders of the Company (the "1998
              Annual Meeting") was duly held on June 11, 1998.
         (b)  Inapplicable,  as (i)  proxies  for  the  meeting  were  solicited
              pursuant  to  Regulation  14 under  the  Act;  (ii)  there  was no
              solicitation in opposition to the management's  nominees as listed
              in the proxy  statement  relating to the 1998 Annual  Meeting (the
              "Proxy  Statement");  and  (iii)  all of such  nominees  were duly
              elected.
         (c)  Set forth below is a brief  description of each other matter voted
              upon at the 1998  Annual  Meeting  and the  number of  affirmative
              votes and the number of negative votes cast:

                  (i) The approval and adoption of an amendment to the Company's
                      Certificate  of  Incorporation  to increase the authorized
                      shares  of  Common   Stock  from   10,000,000   shares  to
                      20,000,000 shares. The information  contained in the Proxy
                      Statement   at  pages  9  through  10  under  the  heading
                      "Proposal to Increase  Authorized  Shares of Common Stock"
                      is incorporated by reference herein.

                                    Votes For.......................  4,144,951
                                    Votes Against ..................     70,900
                                    Votes Abstaining................     29,150
                                    Non-Vote........................    964,899

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

                            PART II-OTHER INFORMATION

Item 2.  Changes in Securities

         On April 23, 1998, the Company sold to Access One Communications,  Inc.
         ("Access  One"),  350,000  shares of  Common  Stock of the  Company  in
         consideration  of the  issuance to the Company by Access One of 300,000
         shares of common stock,  par value $.001 per share,  of Access One, and
         $150,000 in cash.  Such  transaction  was effected  pursuant to Section
         4(2) of the Securities Act of 1933, as amended.

         On May 8 and 11, 1998,  the Company sold an aggregate of 260,000 shares
         of Common  Stock of the Company to five  vendors from which the Company
         buys  luggage,  sports  bags and  other  travel  related  products,  in
         consideration  of the  cancellation  of an aggregate of  $1,170,000  in
         vendor invoices.  Such  transactions  were effected pursuant to Section
         4(2) of the Securities Act of 1933, as amended.

         On February 27, 1998 and April 16, 1998, the Company issued to the then
         shareholders of Essex Communications,  Inc. ("Essex"),  an aggregate of
         300,000 shares of Common Stock of the Company in  conjunction  with the
         purchase of all the outstanding  shares of common stock of Essex.  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.
                         None

   27             Financial Data Schedule.

                  (b)  Reports on Form 8-K

                        During the third  quarter of fiscal  1998,  the  Company
         filed a Current  Report on Form 8-K dated June 18, 1998,  reporting the
         issuance of preferred stock.



<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, 1998                                By: /s/ Joel  Dupre
  -------------                                    ---------------
  Date                                                 Joel Dupre
                                                       Chairman of the Board and
                                                       Chief Executive Officer





  July 15, 1998                                By: /s/ Paul Riss
  -------------                                    ------------- 
Date                                                   Paul Riss
                                                       Chief Financial Officer
                                                       (Principal Financial and
                                                       Accounting Officer)

<PAGE>


                                  EXHIBIT INDEX

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

27                Financial Data Schedule.