SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~Novembert~~January 1420, ~~2003~~ 2004

GRAND TOYS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	0-22372	98-0163743
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1710 Transacanada Highway, Dorval, Quebec, Canada, H9P 1H7

(Address of Principal Executive Offices) ~~(ZIP Code)~~

(ZIP Code)

Registrant's telephone number, including area code: (514) 685-2180

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 75. ~~Financial~~ ~~Statements~~Other Events and ~~Exhibits~~Regulation FD Disclosure

On January 16, 2004, Grand Toys International, Inc.(cthe "Company") ~~Exhibits~~issued a press release (the "Press Release") announcing

~~Exhibit 99~~.~~1: Press~~..................... ~~Release~~The text of ~~GRAND~~the ~~TOYS~~press ~~INTERNATIONAL,~~release ~~INC. dated November 14, 2003.~~follows:

~~Item~~That ~~12.~~as ~~Results~~a result of ~~Operations~~Grand's decision to defer solicitation of proxies and ~~Financial~~its 2003 ~~Condition~~Annual Meeting of Shareholders, it received a Nasdaq Staff Determination on January 9, 2004 stating that Grand is not in compliance with the requirements for continued listing on Nasdaq as set forth in Nasdaq Marketplace Rules 4350(e) and 4350(g). As a result, Grand's common shares would be delisted from the Nasdaq SmallCap Stock Market. Grand has appealed the Nasdaq Staff Determination and the delisting of Grand's shares has been delayed pending the outcome of the hearing which Grand believes will take place in February 2004.

The Nasdaq Staff's delisting determination was expected and came after Grand requested a waiver of the requirements to solicit proxies and hold a 2003 Annual Meeting. Grand believes that it was acting in the best interests of its shareholders in deferring the Annual Meeting. During most of 2003, Grand was engaged in ongoing discussions regarding the previously announced proposed acquisition of Hong Kong-based Playwell International Limited from Centralink Investments Limited and the related reincorporation of Grand in Hong Kong. The acquisition, the reincorporation and the other transactions to be carried out in connection with the acquisition and the reincorporation, including the reconstitution of the Board of Directors of Grand, requires shareholder approval. As a result, Grand's Board determined to wait until the agreement with Centralink was finalized before soliciting proxies and holding Grand's 2003 Annual Meeting to avoid the expense of holding two meetings. This would have been the case if Grand held its Annual Meeting in late spring, as Grand has historically done.

The delisting determination resulted from the fact that the Centralink agreement took longer to finalize than originally anticipated. The agreement was not signed until mid November 2003 making it impossible to solicit proxies and hold the Annual Meeting in 2003 as required under the Nasdaq Marketplace Rules for continued listing. Grand is in the process of taking steps to hold the required 2003 Annual Meeting and will be in a position to hold the 2003 Annual Meeting in March 2004, before the approval of the Centralink transaction, if necessary. Although there can be no assurance that the Nasdaq hearing panel will grant Grand's request for continued listing, Grand believes that its reasons for delaying the Annual Meeting were justifiable and Grand remains hopeful it will be given additional time within which it can regain compliance with the requirements for continued listing on the Nasdaq SmallCap Stock Market.

The Nasdaq Staff also advised Grand that the proposed transaction with Centralink may trigger a requirement that Grand file an initial listing application and meet all of the initial inclusion criteria in order for Grand's ADRs to continue to be listed after the consummation of the transactions contemplated under the Centralink agreement. The Nasdaq Staff has also asked Grand to address this issue at Grand's hearing.

Grand entered into the agreement with Centralink because it believes that the acquisition of Playwell will result in Grand being a much larger, financially stable company. In addition, Grand believes that its association with Centralink will afford Grand access to capital which will further spur its growth. If an initial listing is required, on a proforma basis, when Grand is combined with Playwell Grand currently meets all of the requirements for initial listing on the Nasdaq SmallCap Stock Market with the exception of Nasdaq's $4.00 minimum bid requirement. Grand intends to closely monitor its stock price and is currently evaluating a variety of alternatives to deal with the minimum bid requirement.

In the event that Grand's appeal of the delisting determination described above is denied or is otherwise unable to meet the Nasdaq's requirements to be listed on the Nasdaq SmallCap Market, Grand's shares may continue to be listed on the OTC Bulletin Board. However. Grand is committed to having its shares listed on a national securities exchange, and the acquisition of Playwell is conditioned on Grand maintaining such a listing.

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.

GRAND TOYS INTERNATIONAL, INC.

By: /s/ Tania M. Clarke

Tania M. Clarke

Executive Vice President and

Chief Financial Officer

Date: ~~November~~ 14January 20, ~~2003~~2004

FOR IMMEDIATE RELEASE

GRAND TOYS INTERNATIONAL ANNOUNCES THIRD QUARTER RESULTS

MONTREAL, CANADA -- November 14, 2003

Net sales for the third quarter of 2003 were $3.1 million compared to $3.2 million for the third quarter of 2002, representing a decrease of 3%. Gross profit percentage was 41.87% for the third quarter of 2003 as compared to 38.10% in 2002. The Company posted net earnings of $333,703, or $0.12 per basic share, for the third quarter of 2003. This compares to net earnings of $106,266, or $0.04 per basic share, for the third quarter of 2002, or a percentage increase of 214%. The Company recorded a gain on discontinued operations of $ 208,972 for the third quarter ended September 30, 2003. Without this gain, net income would have been $124,731 or $0.04 per basic share.

Net sales for the nine months ended September 30, 2003 were $8.7 million, compared to $8.9 million for the same period of 2002, a decrease of 2%. Gross profit percentage was 43.79% for the period ended September 30, 2003 as compared to 37.24% in 2002. The Company posted net earnings of $975,275, or $0.35 per basic share, for the nine months ended September 30, 2003. This compares to a net loss of $440,462, or $(0.24) per basic share, for the nine months ended September 30, 2002. The Company recorded a gain on discontinued operations of $441,699 for the period ended September 30, 2003, and a net gain of $83,049 for the period ended September 30, 2002. Without these gains, net income would have been $533,576 or $0.19 per basic share in 2003 and a net loss of $523,511, or $(0.28) per basic share for 2002.

Operating expenses increased in the 3rd quarter of 2003 to $1,167,132 from $1,103,336, or by $63,796 or 6%. As a percentage of sales, operating expenses were 37% and 34%, in 2003 and 2002.The overall increase was a result of Grand incurring professional fees for a merger and acquisition transaction and higher media advertising expenditures. The costs incurred for professional fees were $513,893. In addition, during this quarter Grand recorded a refund of $309,000 for payroll taxes paid in a prior year. Without the professional fees and refund, Grand would have reported operating expenses of $962,239, showing a decrease of $141,097 or operating expenses as a percentage of sales of 31% or a percentage decrease of 13%.

For the nine-month period ended September 30, 2003, operating expenses decreased by $542,901 or 14% from $3,760,451 in 2002 to $3,217,560, or as a percentage of sales from 42% to 37%. After adjusting for professional fees of $599,964 and the payroll tax refund of $309,000, Grand would have reported operating expenses of $2,926,596, showing a decrease of $833,855 or operating expenses as a percentage of sales of 33% or a percentage decrease of 22%.

Elliot Bier, Chairman of Grand Toys, noted, "We are very proud to show another profitable quarter. Grand's focus on its customers while containing costs has proven successful."

Founded in 1960, Grand Toys International, Inc. is a premier licensee and distributor of a wide variety of toys and ancillary items in Canada and since January 1999, a supplier of proprietary products in the United States.

This news release contains certain forward-looking statements, including estimates for sales, which are within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to risk and uncertainties that could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to, those related to business conditions and the financial strength of the retail industry, particularly for toy and toy-related products; the level of consumer spending for such products; the effect of currency translations; the ability of the Company to successfully obtain its products from suppliers; and the success of advertising, marketing and promotional campaigns.

Note: Further information on Grand Toys International, Inc. is available through the Company's website on the World Wide Web at

Financial Tables Follow

Balance Sheet Data:	September 30, 2003	December 31, 2002
	Unaudited	Audited
Total assets	$ 5,812,025	$ 5,703,571
Working capital	3,024,372	1,577,633
Total stockholders' equity	3,976,869	2,594,689

CONSOLIDATED STATEMENTS OF OPERATIONS

(in US$)

Three Months Ended September 30, Nine Months Ended September 30,

	2003	2002	2003	2002
	Unaudited	Unaudited	Unaudited	Unaudited
Net sales	$ 3,144,655	$ 3,244,053	$ 8,743,408	$ 8,926,608
Cost of goods sold	1,827,910	2,007,983	4,914,249	5,602,170
Gross profit	1,316,745	1,236,070	3,829,159	3,324,438
Gross profit %	41.87%	38.10%	43.79%	37.24%
Operating expenses	1,167,132	1,103,336	3,217,560	3,760,451
EBITDA	149,613	132,734	611,599	(436,013)
EBITDA %	4.76%	4.09%	6.99%	(4.88%)
Interest expense, net	15,961	3,632	34,844	4,414
Depreciation and amortization	17,882	22,836	51,815	67,420
Earnings (loss) before taxes	115,770	106,266	524,940	(507,847)
Income tax recovery (expense)	8,961	-	8,636	(15,664)
Earnings (loss) from continuing operations	124,731	106,266	533,576	(523,511)
Discontinued operation, net	208,972	-	441,699	83,049
Net earnings (loss)	$ 333,703	$ 106,266	$ 975,275	$ (440,462)
Earnings (loss) per share, basic	$ 0.12	$ 0.04	$ 0.35	$ (0.24)
Earnings (loss) per share, diluted	0.06	0.03	0.17	(0.24)
Weighted average common shares outstanding
Basic	2,781,288	2,619,210	2,762,237	1,851,422
Diluted	5,752,626	3,475,804	5,733,502	1,851,422
Note:
EBITDA is Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization

In this Press Release, management discusses financial measures in accordance with GAAP and also on a non-GAAP basis. The Company's definition of EBITDA is earnings before interest, income taxes, depreciation and amortization. EBITDA does not include gains or losses from the sale of subsidiaries. All references in this press release to EBITDA are to a non-GAAP financial measure. EBITDA, a measure widely used among toy related businesses, is used because management believes that it is an effective way of monitoring the operating performance of our company relative to the industry. Additionally, the Company believes that the use of non-GAAP financial measures enables it and investors to evaluate, and compare from period to period, the results from ongoing operations in a more meaningful and consistent manner.

Reconciliations of GAAP to Non-GAAP financial measures are provided below.

Earnings before interest, taxes, amortization and depreciation (EBITDA)
	Three Months ended September 30,		Nine months ended September 30,
	2003	2002	2003	2002
	Unaudited	Unaudited	Unaudited	Unaudited
Net earnings (loss)	$ 333,703	$ 106,266	$ 975,275	$ (440,462)
Interest expense, net	15,961	3,632	34,844	4,414
Depreciation and amortization	17,882	22,836	51,815	67,420
Income tax (recovery) expense	(8,961)	-	(8,636)	15,664
Discontinued operation, net	(208,972)	-	(441,699)	(83,049)
EBITDA	$ 149,613	$ 132,734	$ 611,599	$ (436,013)

Filing Compare · GRAND TOYS INTERNATIONAL INC