U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB


             [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 1999

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

    For the transition period from __________________ to ____________________
                         Commission file number 1-14244


                         GLAS-AIRE INDUSTRIES GROUP LTD.
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)

             NEVADA                                        84-1214736
             ------                                        ----------
  (State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)


                 3137 GRANDVIEW HIGHWAY, VANCOUVER, B.C. V5M 2E9
                 -----------------------------------------------
                     (Address of principal executive office)

                                 (604) 435-8801
                                 --------------
                            (Issuer telephone number)


--------------------------------------------------------------------------------
              (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 ____      No X

Number of shares outstanding of the issuer's Common Stock:

            Class                                  Outstanding at April 30, 1999
            -----                                  -----------------------------
Common Stock, $0.01 par value                                1,444,417

     Transitional Small Business disclosure Format Yes____ No X

<PAGE>

                         Glas-Aire Industries Group Ltd.

                                      INDEX
                                      -----


                                                                            Page
                                                                            ----
PART I.      FINANCIAL INFORMATION

     Item 1. Financial Statements

             Consolidated Condensed Balance Sheets -
               April 30, 1999 and January 31, 1999                            1

             Consolidated Condensed Statement of Operations
               for the three months ended April 30, 1999 and 1998             2

             Consolidated Condensed Statement of Cash Flow
               for the three months ended April 30, 1999 and 1998             3

             Notes to Consolidated Condensed Financial Statements             4

     Item 2. Management 's Discussion and Analysis of
               Financial Condition and Results of Operations                5-6

PART II.     OTHER INFORMATION

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


SIGNATURES                                                                    7


<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

                         Glas Aire Industries Group Ltd.
                      Consolidated Condensed Balance Sheet

                                                      April 30,       January 31
                                                        1999             1999
                                                     (Unaudited)      (Audited)
                                                     -----------      ---------
Assets
Current
     Cash and equivalents                            $ 2,642,897    $ 2,110,535
     Accounts receivable                                 990,096        953,289
     Note receivable from related party                                 506,806
     Inventories                                         652,968        673,688
     Prepaid expenses                                     27,153         33,460
                                                     -----------    -----------
                                                       4,313,114      4,277,778
Fixed assets                                           1,651,761      1,607,557
                                                     -----------    -----------
                                                     $ 5,964,875    $ 5,885,335
                                                     ===========    ===========

Liabilities and Shareholders' Equity
Current
     Accounts payable and accrued liabilities        $   598,053    $   733,512
     Incomes taxes payable                               147,585         94,712
     Current portion - capital lease                      43,470         49,055
                                                     -----------    -----------
                                                         789,108        877,279
Obligation under capital lease                            66,414         68,722
Deferred Income Taxes                                    358,504        358,504
                                                     -----------    -----------
                                                       1,214,026      1,304,505
                                                     -----------    -----------
Shareholders' Equity
     Share capital                                        16,033         15,935
     Contributed surplus                               3,475,597      3,475,695
     Treasury stock                                     (339,573)      (339,573)
     Retained earnings                                 1,648,987      1,546,730
     Cumulative translation adjustment                   (50,195)      (117,957)
                                                     -----------    -----------
                                                       4,750,849      4,580,830
                                                     -----------    -----------
                                                     $ 5,964,875    $ 5,885,335
                                                     ===========    ===========

                                       1
<PAGE>

                         Glas Aire Industries Group Ltd.
                 Consolidated Condensed Statement of Operations
                                   (Unaudited)



                                                         Three Months Ended
                                                     --------------------------
                                                      April 30,       April 30,
                                                        1999            1998
                                                        ----            ----

Sales                                                $ 1,835,787    $ 1,085,596
Cost of sales                                          1,243,125        740,392
                                                     -----------    -----------
Gross Profit                                             592,662        345,204
                                                     -----------    -----------
Expenses
     Depreciation                                         46,807         42,951
     Research and development                            113,930        102,598
     Selling and distribution                            133,977         79,306
     General and administrative                          153,104        109,351
     Provision for profit sharing                         16,542          3,530
     Interest                                            (30,926)       (24,261)
                                                     -----------    -----------
                                                         433,434        313,475
                                                     -----------    -----------
Income  before income taxes                              159,228         31,729
Income taxes - current                                    56,972          9,625
                                                     -----------    -----------
Net Income for the period                            $   102,256         22,104
                                                     -----------    -----------
Net income per share of common stock                 $    0.0708    $     .0145
                                                     ===========    ===========
Weighted average common shares outstanding
(after deducting 158,872 shares of treasury stock
  held by the Company)                                 1,444,417      1,519,405
                                                     -----------    -----------


                             See accompanying notes.

                                       2
<PAGE>

                         Glas Aire Industries Group Ltd.
                 Consolidated Condensed Statement of Cash Flows
                                   (Unaudited)

                                                         Three Months Ended
                                                     -------------------------
                                                      April 30        April 30
                                                        1999            1998
                                                        ----            ----

Increase (Decrease) in Cash
Cash Flows From:
Operating Activities
     Net Income for the period                       $   102,256    $    22,104
     Depreciation                                         46,807         42,951
     Net change in non-cash working capital              (92,365)       352,758
     Cumulative translation adjustment                    67,762         21,213
                                                     -----------    -----------
        Net cash from operating activities               124,460        439,026
                                                     -----------    -----------

Financing Activities
     Increase in obligation under capital lease             --          161,569
     Repayment of capital lease                           (7,893)        (8,825)
     Increase (decrease) in bank indebtedness                           148,416
                                                     -----------    -----------
     Net cash (used in) financing activities              (7,893)       301,160
                                                     -----------    -----------

Investing Activities
     Repayment of note receivable                        506,806           --
     Purchase of capital assets                          (91,011)      (247,470)
                                                     -----------    -----------
     Net cash (used in) investing activities             415,795       (247,470)
                                                     -----------    -----------

Increase in cash during the period                       532,362        492,716

Cash and equivalents, beginning of period              2,110,535      1,645,953
                                                     -----------    -----------

Cash and equivalents, end of period                  $ 2,642,897    $ 2,138,669
                                                     ===========    ===========


Changes in non-cash working capital

     Accounts receivable                                 (36,807)        407,27
     Inventories                                          20,720         79,415
     Prepaid expense                                       6,307          6,726
     Accounts payable and accrued liabilities           (135,459)       (46,529)
     Income taxes payable                                 52,874        (94,124)
                                                     -----------    -----------
                                                     $   (92,365)   $   352,758
                                                     ===========    ===========


                                       3
<PAGE>


                         Glas Aire Industries Group Ltd.
               Notes to Consolidated Condensed Financial Statement

                                 April 30, 1999

1.   In the opinion of the  Company,  the  accompanying  unaudited  consolidated
     condensed financial statements contain all adjustments  (consisting of only
     those which are normal and recurring in nature) necessary to present fairly
     the financial  position of the Company as of April 30, 1999 and the results
     of  operations  and cash flows for the three month  periods ended April 30,
     1999 and 1998

2.   These  financial  statements  include  the  accounts of the Company and its
     wholly-owned  subsidiaries,  Multicorp Holdings Inc.,  Glas-Aire Industries
     Ltd.,  Glas-Aire  Industries,  Inc., and 326362 B.C. Ltd. All inter-company
     transactions are eliminated.

     These financial statements have been prepared in accordance with accounting
     principles   generally   accepted  in  the  United   States.   For  further
     information,  refer to the Company's  consolidated financial statements and
     footnotes thereto included in the Company's Form 10K-SB with the Securities
     and Exchange Commission for the fiscal year ended January 31, 1999.

3.   Certain  comparative  figures from the prior year have been reclassified to
     conform with the current year's presentation.

4.   Inventories by component are as follows:

                                       April 30,   April 30,
                                         1999        1998
                                         ----        ----

                     Raw materials      $429,496   $496,338
                     Work-in-progress     86,402     76,535
                     Finished goods      114,850    102,718
                     Supplies             22,220     17,774
                                        --------   --------
                                        $652,968   $693,365
                                        --------   --------


5.   Bank Indebtedness

                                       April 30,    April 30
                                          1999       1998
                                          ----       ----

                  Revolving Bank loan   $   --     $148,416
                                        ========   ========

     The revolving bank loan is a Cdn. $1,000,000  overdraft facility,  which is
     due on demand and bears interest at Canadian bank prime rates (6.5%-January
     31, 1999, 6.5%-April 30, 1999, 6.5%-April 30, 1998) plus 1/2%. This line of
     credit is renewable annually.

     The following have been provided as collateral for these loans:

     (a)  general assignments of accounts receivable and inventories.

     (b)  a Cdn.  $2,000,000  demand debenture  granting a first fixed charge on
          certain  equipment and a flowing  charger over all other assets of the
          Company.

     (c)  an unlimited  guarantee by the Company and its  subsidiary,  Glas-Aire
          Industries Ltd.

6.   Net income per share is calculated by dividing the weighted  average number
     of shares of common stock  outstanding  each period into the net income for
     the period. Warrants outstanding were anti-dilutive. Treasury stock held by
     the Company is not included in the number of shares outstanding.

                                       4
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial  Condition and Result
of Operations
--------------------------------------------------------------------------------

     Information  contained in the following discussion of results of operations
and  financial  condition  of the Company  contains  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,
which can be  identified  by the use of words such as "may,"  "will,"  "expect,"
"anticipate,"  "estimate," or  "continue,"  or variations  thereon or comparable
terminology.  In addition,  all statements  other than  statements of historical
facts that address activities,  events or developments that the company expects,
believes  or  anticipates,  will or may  occur in the  future,  and  other  such
matters, are forward-looking statements. The following discussion should be read
in conjunction with the Company's  consolidated financial statements and related
notes included  elsewhere herein.  The Company's future operating results may be
affected by various  trends and factors which are beyond the Company's  control.
These include, among other factors, competitive conditions within the automotive
industry, fluctuations in demand for the Company's products, and other uncertain
business conditions that may affect the Company's business. The Company cautions
the reader that a number of important  factors  discussed  herein,  and in other
reports  filed with the  Securities  and Exchange  Commission,  could affect the
Company's  actual  results and cause actual  results to differ  materially  from
those discussed in forward-looking statements.

Changes in Results of Operations:  Three months ended April 30, 1999 compared to
three months ended April 30, 1998
--------------------------------------------------------------------------------

     The Company  sales  increased by 69% from  $1,085,596  for the three months
ended April 30, 1998, to  $1,835,787  for the three months ended April 30, 1999.
This improvement in sales was the result of sales to new customers, sales of new
parts, and volume increase in sales orders from existing customers.

     Gross profit  margin,  expressed as a percentage of sales,  was 32% for the
three months ended April 30, 1999 and April 30, 1998 respectively

     Depreciation  expense  increased  by 9% from  $42,951 for the three  months
ended April 30, 1998, to $46,807 for the three months ended April 30, 1999. This
increase was the result of bringing new equipment into service.

     Expenses for research and  development  increased by 11% from  $102,598 for
the three  months  ended April 30, 1998 to $113,930  for the three  months ended
April 30, 1999. This increase resulted from R&D activities  relating to a number
of new projects that led to (i) an increase in usage of outside  contractors  to
accommodate an increase in product development activities,  and (ii) an increase
in travel expenses to customers to provide extra services related to new design.

     Selling and  distribution  expenses  increased by 69%, from $79,306 for the
three months ended April 30, 1998,  to $133,977 for the three months ended April
30,  1999.  This  increase was  primarily  due to (i) the increase of $30,644 in
commission  expenses  associated with the increase in sales, (ii) an increase of
$3,677 in  advertising  and  promotion  expenses,  (iii) a decrease of $2,016 in
travel  expenses  related to the  Company's  marketing  efforts  which have been
deferred to May 1999,  and (iv) $22,366  resulting from the initial set up of an
office in Tokyo with one  full-time  Japanese  employee to enhance the Company's
direct marketing efforts in Japan.

     General and administrative  expenses increased by 40% from $109,351 for the
three months ended April 30, 1998,  to $153,104 for the three months ended April
30,  1999.  This was the result of (i) an increase  of $5,061 due to  additional
maintenance  support  fees  paid to the EDI  program  as  required  by our major
customers,  (ii) a loss on foreign  exchange  of  $25,912,  (iii) an increase of
$14,015 in consulting and legal fees and the  preparation of special  reports to
investors,  and (iv) a decrease in cash discount and other  administration costs
of $1,235.

                                       5
<PAGE>


     The provision for profit sharing increased from $3,530 for the three months
ended April 30, 1998, to $16,542 for the three months ended April 30, 1999, as a
result of the increase in profit.

     Interest income (net of interest expense) increased by 27% from $24,261 for
the three  months  ended April 30,  1998,  to $30,926 for the three months ended
April 30, 1999.  This was the net result of interest earned on cash deposits not
required for current working capital.

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

     Working capital at April 30, 1999, was $3,524,006 as compared to $3,400,499
at January 31, 1999.  The increase  reflects the positive  results of operations
for the  quarter.  During  the next six months the  company  anticipates  making
capital  expenditures of  approximately  $650,000.  The Company will continue to
fund its  operations,  as well as the projected  Capital  expenditures,  through
internally generated funds and available cash and cash equivalents.

                           PART II. OTHER INFORMATION

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


a)   Exhibits: There are no exhibits for the three months ended April 30, 1999.

b)   Reports on Form 8-K:  There were no reports on Form 8-K filed for the three
     months ended April 30, 1999.



                                       6
<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 thereunto duly authorized.


Date:  June 13, 1999

                                     GLAS-AIRE INDUSTRIES GROUP LTD.



                                     /s/ Alex Y.W. Ding
                                     -------------------------------------------
                                     Alex Y.W. Ding
                                     President and Chief Operating Officer


                                       7