US SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

   
                                   FORM 10-QSB/A
                                  AMENDMENT NO. 1
    

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31,1998.
Commission File Number: 0-27382.


                            SC&T INTERNATIONAL, INC.
           ----------------------------------------------------------
           (Exact name of small business as specified in its charter)


          ARIZONA                                             86-0737579
-------------------------------                    -----------------------------
(State or other jurisdiction of                    (IRS Employer Identification)
 incorporation or organization)


                 15695 North 83rd Way, Scottsdale, Arizona 85260
                 -----------------------------------------------
                    (Address of principal executive offices)


                                 (602) 368-9490
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

    Check  whether  the issuer  (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

    State the number of shares  outstanding  of each of the issuer's  classes of
common equity as of December 8, 1998 latest practicable date:  25,903,684 shares
of Common Stock, par value $0.01 per share.

    Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
<PAGE>
                            SC&T INTERNATIONAL, INC.
                                 AND SUBSIDIARY


                                                                          Page
                                                                          ----
   
PART I FINANCIAL INFORMATION

   Item 1.  Financial Information

            Consolidated Balance Sheet as of October 31,1998                3

            Consolidated Statements of Operations for the Three
              Months Ended October 31,1998 and October 31,1997              5

            Consolidated Statement of Shareholders' Equity for
              the Three Months Ended October 31,1998                        6

            Consolidated Statements of Cash Flows for the Three
               Months Ended October 31,1998 and October 31,1997             7

            Notes to Consolidated Financial Statements                      8

   Item 6.  Exhibits & Reports on Form 8-K                                 10

SIGNATURES                                                                 11
    

                                     2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            SC&T INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                 October 31,1998


                                     ASSETS

Current assets:
   Cash                                                   $   74,997

   Receivables                                             1,962,069

   Inventory                                               1,765,252

   Other current assets                                      340,812
                                                          ----------

      Total Current Assets                                 4,143,130

Property and equipment, less accumulated
  depreciation of $399,574                                   586,558

Other assets                                                 144,507
                                                          ----------

   Total Assets                                           $4,874,195
                                                          ==========


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       3
<PAGE>
                            SC&T INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                 October 31,1998


                      LIABILITIES AND SHAREHOLDERS' EQUITY

   
Current liabilities:
   Accounts payable                                                $  2,143,519

   Common stock payable                                                 103,130
   Advances From Factor                                                 399,311
   Accrued expenses                                                     185,434
                                                                   ------------
      Total current liabilities                                       2,831,394

Commitments and contingencies

Deferred Income-Long Term                                               181,727

Shareholders' equity:
   Common stock, $0.01 par; authorized 75,000,000 shares;
     25,903,684 shares issued and outstanding                           259,038

   Series A preferred stock, $0.01 par; authorized 5,000,000
      shares; 18 shares issued and outstanding
   Series B preferred stock, $100,000 Stated Value,
      15 shares issued and outstanding                                1,500,000
   Additional paid-in capital                                        13,252,528

   Currency translation                                                 (54,275)

   Accumulated deficit                                              (13,096,217)
                                                                   ------------

      Total shareholders' equity                                      1,861,074
                                                                   ------------
      Total Liabilities and Equity                                 $  4,874,195
                                                                   ============
    

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       4
<PAGE>
                            SC&T INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Three Months Ended October 31, 1998 and 1997


                                                      1998             1997
                                                      ----             ----

Net sales                                         $  1,846,697     $  1,330,158

Cost of goods sold                                   1,145,391        1,058,806
                                                  ------------     ------------

Gross profit                                           701,306          271,352

Selling, general and administrative expenses:
   Payroll and payroll taxes                           332,264          408,618
   Selling and promotion                               376,993          462,586
   Office and administrative                           241,664          431,569
   Research and development                             14,663           71,624
   Consulting fees                                       2,548           77,035
   Other                                                 4,201            9,381
                                                  ------------     ------------

                                                       972,333        1,460,813
                                                  ------------     ------------

Loss from operations                                  (271,027)      (1,189,461)
Other income (expense)
   Royalty income                                      112,201               --
   Interest income/(expense)                             (3667)           5,267
                                                  ------------     ------------

Income (Loss) before extraordinary items              (162,493)      (1,184,194)

Prior Period Adjustment                                230,711               --
                                                  ------------     ------------

Net loss                                          $     68,218     $ (1,184,194)
                                                  ============     ============

Net loss from operations per common share         $         .0     $       (.05)
                                                  ============     ============

Net loss per common share                         $         .0     $       (.05)
                                                  ============     ============

Weighted average common shares outstanding          24,729,695       23,135,273
                                                  ============     ============


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       5
<PAGE>
                            SC&T INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                   For the Three Months Ended October 31,1998


                                  Common Stock     Preferred Stock  Additional
                              -------------------  ---------------    Paid-in
                                Shares     Amount  Shares   Amount    Capital
                                ------     ------  ------   ------    -------

Balance at April 30,1998      23,153,684  $231,536  188  $1,500,002  $13,280,028

Preferred stock issuance costs        --        --   --          --           --
Issuance of common stock       2,750,000    27,500   --          --           --

Preferred stock conversion            --        --  155          (2)          --
Currency translation                  --        --   --          --           --

Net loss                              --        --   --          --           --
                              ----------  --------  ---  ----------  -----------

Balance at July 31,1998       25,903,684  $259,037   33  $1,500,000  $13,280,028
                              ==========  ========  ===  ==========  ===========


                                 Treasury Stock
                                 --------------   Currency     Accumulated
                                 Shares  Amount  Translation     Deficit

Balance at April 30,1998           --     $ --    $ 58,782     $(13,254,736)

Preferred stock issuance costs     --       --          --               --
Issuance of common stock           --       --          --               --

Preferred stock conversion         --       --          --               --
Currency translation               --       --       (4507)              --

Net loss                           --       --          --           68,218
                                  ---     ----    --------     ------------

Balance at July 31,1998            --       --    $ 54,275     $(13,186,518)
                                  ===     ====    ========     ============


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       6
<PAGE>
                            SC&T INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Three Months Ended October 31,1998 and 1997


                                                        1998         1997
                                                        ----         ----
Cash flows from operating activities:
  Net Profit (loss)                                  $  68,218    $(1,184,194)

  Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization                         51,915         46,788
  (Increase) decrease in accounts receivable          (712,688)      (663,050)

  Decrease in allowance for doubtful accounts                          36,316
  (Increase) decrease in inventories                   (24,037)       498,440
  (Increase) decrease in advances on purchases of
  inventory
  (Increase)decrease in other current assets                          (24,063)
  Loan amortization                                                      2438
  Increase in prepaid expenses                        (164,377)
  Increase in other assets                                               (612)
  Increase (Decrease) in accounts payable              896,213       (377,551)
  Increase (Decrease)n accrued expenses               (115,027)       126,129
                                                     ---------    -----------
       Net cash used in operating activities               217     (1,539,359)
                                                     ---------    -----------

  Cash flows from investing activities:
  Purchase of property and equipment                    63,478        (87,313)
  Development costs                                       8071        (95,498)
  Loans to related parties                                  --             --
                                                     ---------    -----------
       Net cash used in investing activities            71,549       (182,811)
                                                     ---------    -----------

  Cash flows from financing activities:
  Currency translation
  Net borrowings under line of credit agreement
  Principal payments on short-term debt
  Principal payments on long-term debt
  Proceeds from note payable, related party
  Net repayments on related party loans
  Net borrowings on notes payable, bank
  Preferred stock issuance costs
  Repayments to factor                                 (10,297)             0
                                                     ---------    -----------
       Net cash (used in)provided by
         financing activities                          (10,297)             0
                                                     ---------    -----------

Net (decrease)increase in cash                          61,469     (1,722,170)
Cash, beginning of period                               13,528      1,867,874
                                                     ---------    -----------

Cash, end of period                                  $  74,997    $   145,704
                                                     =========    ===========

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       7
<PAGE>
                            SC&T INTERNATIONAL, INC.
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1. Interim financial reporting:

The  accompanying   unaudited   Consolidated   Financial   Statements  for  SC&T
International,  Inc. (the  "Company")  have been prepared in accordance with the
generally accepted accounting  principles for interim financial  information and
the  instructions  to Form 10-QSB.  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
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of operations,  and cash flows for the periods
presented  have been made.  The results of operations for the three month period
ended October  31,1998 is not  necessarily  indicative of the operating  results
that may be expected for the entire fiscal year ending April 30,1999.

   Reclassification:

Certain prior period  amounts have been  reclassified  to conform to the current
period presentation.

2. Common Stock:

On October 22, 1997,  the  Company's  shares of common  stock,  which was traded
under the symbol SCTI,  were  delisted  from the Nasdaq  Small cap market.  This
action was taken as a direct result of the Company's  failure to meet the filing
requirement as stated in marketplace Rule  4310(c)(14).  The failure to meet the
filing  requirement was the result of the untimely  resignation of the Company's
accounting firm,  Toback & Company.  The Company has complied with all reporting
requirements  in a timely  manner  since  retaining  Evers & Company in October,
1997.  The  company  has  completed  and filed its 10K report for the year ended
April 30,1998.

The company has entered into  agreements with the holders of 99% of the Series A
Preferred  Stock  hereby  all of their  shares of Series A  Preferred  Stock are
tendered for  conversion  at a fixed  conversion  price of $1.00 per share ( the
"Fixed  Conversion  "). The holders of Series A Preferred  Stock waive all other
conversion  rights which they may have pursant to any agreement.  In addition to
the fixed  conversion  price,  the holders of the Series A Preferred  Stock will
also receive  warrants to purchase  one-third of the number of shares which they
receive  pursant  to the  Fixed  Conversion  price at a price of $1.75 per share
subject to  ordinary  anti-dilution  provisions  ( the  "Warrant  Shares").  The
Company  did not have an  adequate  nimber  of  authorized  shares  to cover the
warrants,  employee stock options and the remaining preferred  shareholders.  In
order to allow the Company to have sufficient shares for these transactions, the
President  of the  Company  retuned  1,648,444  of his  shares  to the  Company.
Subsequent  to year end,  the Board of  Directors  approved  the  issuance of 15
shares of Series B  Preferred  Stock at $100,000  stated  value per share to the
President  in  exchange  for  1,500,000  shares of common  stock  returned.  The
preferred  shares are convertible into common stock at the rate of 12 shares for
every $1 of face  value of the  Series  B  Preferred  stock.  In  addition,  the
President  received $150,000 in cash for the additional 148,444 shares returned.
The transaction has been retroactively applied to the 1998 financial statements.
Mr. Copland and his affiliates  have indicated they intend to convert the Series
B Preferred stock into common stock.

                                       8
<PAGE>
                     SC&T INTERNATIONAL, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


The  conversion is expected to be completed in December,  1998.  Mr. Copland and
his affiliates will be issued a total of 18,000,000 common shares.

3. Proxy Appproval

In July, 1998  shareholders of the Company  approved two motions.  The first, to
increase the number of  authorized  shares by  50,000,000  bringing the total to
75,000,000.  The  second  motion  approved  was to  authorize  a reverse  split.
Management's current intent is not to reverse the stock until the Company' share
price has  increased  and the Company  reaches  profitability.  At this time the
Company  has not set a date for a reverse  split,  but does not expect a reverse
split before the Company's  fourth  quarter of fiscal 1999 or until such time as
the common share value has improved.

4. Commitments and Contingencies

   Operating leases:

In October 1996, the Company purchased  approximately 1.24 acres of land located
at  the  Scottsdale  Airpark  in  Scottsdale,  Arizona.  The  Company  completed
construction  of  approximately  12,000  square  feet  of  warehouse  space  and
approximately  6,000  square feet of executive  office space in April 1997.  The
Company has  subsequently  sold the building on June 30, 1997 and effective July
1, 1997 leased the building back from the buyer.

                                       9
<PAGE>
   
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a) EXHIBITS

            27    Financial  Data Schedule -  (Incorporated  by reference to the
                  Company's  Form 10-QSB for the quarter ended October 31, 1998,
                  filed on December 15, 1998.

        (b) REPORTS ON FORM 8-K

                  On June  17, 1998  the  registrant   filed  an  8-K  with  the
                  Securities  Exchange Commission to change its fiscal year from
                  March 31 to April 30.
    
                                     10
<PAGE>
                                   SIGNATURES


         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the date indicated.


                            SC&T INTERNATIONAL, INC.
   
     Signature                    Capacity                         Date
     ---------                    --------                         ----


/s/ James L. Copland         Chairman of the Board           December 16, 1997
-------------------------    and Chief Executive Officer
    James L. Copland



/s/ Richard W. Elwood        Director of Finance             December 16, 1997
-------------------------
    Richard W. Elwood
    


                                       11