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 MARCH 31, 2000

                 [ ] Transition report under section 13 or 15(d)
                              of the Exchange Act.

                         COMMISSION FILE NUMBER 0-28537

                               BIG FUN TOYS, INC.
                     --------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                    DELAWARE                             95-4737488
                    --------                             ----------
         (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

                22147 PACIFIC COAST HIGHWAY, #4, MALIBU, CA 90265
        ----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (310) 317-6939
                                 --------------
                           (ISSUER'S TELEPHONE NUMBER)

     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
                             ---      ---

     As of May 8, 2000,  there were 750,000  shares of Common Stock,  $0.001 par
value, of the issuer outstanding.

            Transitional Small Business Disclosure Format (check one)

                         YES       NO  X
                             ---      ---

<PAGE>


                               BIG FUN TOYS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                      INDEX

         PART I. FINANCIAL INFORMATION                            PAGE NUMBER

           Item 1. Financial Statements

             BALANCE SHEET AS OF MARCH 31, 2000                        2

             STATEMENTS OF OPERATIONS FOR THE THREE
             MONTHS ENDED MARCH 31, 2000 AND FOR THE
               PERIOD FROM MAY 9, 1997 (INCEPTION) TO
             MARCH 31, 2000                                            3

             STATEMENTS OF CASH FLOWS FOR THE THREE
             MONTHS ENDED MARCH 31, 2000 AND FOR THE
               PERIOD FROM MAY 9, 1997 (INCEPTION) TO
             MARCH 31, 2000                                            4

             NOTES TO FINANCIAL STATEMENTS                             5-7


           Item 2. Management's Discussion and Analysis of
                    Financial Condition and Results of Operations      8

         PART II. OTHER INFORMATION

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

                        Signatures                                     9

                                       1

<PAGE>

PART I.         FINANCIAL INFORMATION

Item 1.         Financial Statements


                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET


                                     ASSETS
                                                                      MARCH 31,
                                                  DECEMBER 31,         2000
                                                     1999           (UNAUDITED)
                                                --------------    -------------

CURRENT ASSETS
  Cash                                        $           11     $     -
                                                --------------     -------------

TOTAL ASSETS                                  $           11     $     -
------------
                                                ==============     =============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
  Loan payable to principal                   $          370      $      8,520
  stockholder
                                                --------------    ------------

STOCKHOLDERS' DEFICIENCY

  Preferred stock, $0.001 par
  value, 8,000,000 shares
   authorized, none issued and
  outstanding                                           -               -
  Common stock, $0.001 par value,
  100,000,000 shares  authorized,
  750,000 issued and outstanding                         750               750
  Additional paid-in capital                             260               260
  Accumulated deficit during
  development stage                                   (1,369)           (9,530)
                                                --------------      ------------

TOTAL STOCKHOLDERS' DEFICIENCY                          (359)           (8,520)
                                                --------------      ------------

TOTAL LIABILITIES AND
----------------------
 STOCKHOLDERS' DEFICIENCY                     $           11      $   -
-------------------------
                                                ==============      ============

          See accompanying notes to financial statements

                                       2
<PAGE>


                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)




                                               MAY 9, 1997       FOR THE THREE
                                             (INCEPTION) TO      MONTHS ENDED
                                             MARCH 31, 2000     MARCH 31, 2000
                                             ---------------   ----------------

REVENUES                                   $       -          $       -
                                             ---------------    ----------------

EXPENSES

  Accounting fees                                     2,500               2,000
  Bank charges                                          131                 11
  Consulting fees                                        10                -
  Legal fees                                          3,500              3,000
  Taxes                                                 239                -
  Office & postage expense                              750                750
                                                      2,400              2,400
                                             ---------------    ----------------

NET LOSS                                   $         (9,530)  $         (8,161)
--------                                     ===============    ================


  Net loss per share - basic
  and diluted                              $        (0.0190)  $        (0.0109)
                                             ===============    ================

Weighted average number of
 shares outstanding  during
 the period - basic and diluted                     502,245            750,000
                                             ===============    ================









          See accompanying notes to financial statements

                                       3

<PAGE>


                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)




                                             MAY 9, 1997        FOR THE THREE
                                           (INCEPTION) TO       MONTHS ENDED
                                           MARCH 31, 2000      MARCH 31, 2000
                                          ------------------   ----------------
Cash flows from operating
 activities
  Net loss                              $           (9,530)  $         (8,161)
  Adjustments to reconcile net
  loss to net cash used in
  operating activities:
  Common stock issued for
  services                                              10           -
                                          ------------------   ----------------
  Net cash used in operating
  activities                                        (9,520)            (8,161)
                                          ------------------   ----------------

Cash flows from financing
 activities
  Proceeds from issuance of
   common stock                                      1,000           -
  Loan proceeds from principal
   stockholder                                       8,520              8,150
                                          ------------------   ----------------
  Net cash provided by financing
  activities                                         9,520              8,150
                                          ------------------   ----------------

NET DECREASE IN CASH                              -                       (11)

CASH AND CASH EQUIVALENTS -
  BEGINNING                                       -                  -
                                          ------------------   ----------------

CASH AND CASH EQUIVALENTS -
  ENDING                                $         -                  -
  ------                                  ==================   ================











          See accompanying notes to financial statements

                                       4

<PAGE>

                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2000

NOTE  1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           (A)Organization and Description of Business

              Big Fun Toys,  Inc. (a development  stage company) (the "Company")
              was incorporated in the State of Delaware on May 9, 1997 to engage
              in an internet-based  business. At March 31, 2000, the Company had
              not  yet  commenced  any  revenue-generating  operations,  and all
              activity to date relates to the Company's formation, proposed fund
              raising and business plan development.

              The Company's ability to commence revenue-generating operations is
              contingent  upon its ability to implement  its  business  plan and
              raise the additional  capital it will require through the issuance
              of  equity  securities,  debt  securities,  bank  borrowings  or a
              combination thereof.

           (B) Basis of Presentation

              The accompanying unaudited financial statements have been prepared
              in accordance with generally  accepted  accounting  principles and
              the  rules  and   regulations   of  the  Securities  and  Exchange
              Commission for interim financial information. Accordingly, they do
              not  include all the  information  necessary  for a  comprehensive
              presentation of financial position and results of operations.

              It is management's opinion,  however that all material adjustments
              (consisting of normal recurring  adjustments) have been made which
              are necessary for a fair financial  statements  presentation.  The
              results for the interim period are not  necessarily  indicative of
              the results to be expected for the year.

              In addition,  the accompanying financial statements do not include
              the  statement  of  operations  or cash flows for the three months
              ended March 31, 1999 since the  Company was  inactive  during this
              period.

              For further  information,  refer to the financial  statements  and
              footnotes included in the Company's Form 10-KSB for the year ended
              December 31, 1999.
                                       5

<PAGE>

                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2000

           (C) Use of Estimates

              In preparing  financial  statements in conformity  with  generally
              accepted  accounting  principles,  management  is required to make
              estimates  and  assumptions  that affect the  reported  amounts of
              assets and liabilities and the disclosure of contingent assets and
              liabilities  at the date of the financial  statements and revenues
              and expenses  during the reported  period.  Actual  results  could
              differ from those estimates.

           (D) Cash and Cash Equivalents

              For purposes of the cash flow  statements,  the Company  considers
              all highly liquid  investments  with original  maturities of three
              months or less at time of purchase to be cash equivalents.

           (E) Income Taxes

              The  Company   accounts  for  income  taxes  under  the  Financial
              Accounting  Standards  Board  Statement  of  Financial  Accounting
              Standards  No.  109.  "Accounting  for Income  Taxes"  ("Statement
              No.109").  Under  Statement  No.  109,  deferred  tax  assets  and
              liabilities  are  recognized  for  the  future  tax   consequences
              attributable  to  differences   between  the  financial  statement
              carrying  amounts of  existing  assets and  liabilities  and their
              respective  tax basis.  Deferred  tax assets and  liabilities  are
              measured  using  enacted  tax rates  expected  to apply to taxable
              income  in the  years in which  those  temporary  differences  are
              expected to be  recovered  or settled.  Under  Statement  109, the
              effect on deferred tax assets and  liabilities  of a change in tax
              rates is  recognized  in income in the period  that  includes  the
              enactment  date.  There  were no current  or  deferred  income tax
              expenses  or benefits  due to the Company not having any  material
              operations for the three months ended March 31, 2000.

           (F) Loss Per Share

             Net loss per common share for the three months ended March 31, 2000
             and for the period from May 9, 1997  (inception)  to March 31, 2000
             is  computed   based  upon  the  weighted   average  common  shares
             outstanding  as defined by Financial  Accounting  Standards No. 128
             "Earnings  Per  Share".  There  were no  common  stock  equivalents
             outstanding at March 31, 2000.

                                       6
<PAGE>

                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2000

NOTE  2    LOAN PAYABLE TO STOCKHOLDER

           The  loan  payable  to  stockholder  is a  non-interest-bearing  loan
           payable to PageOne Business  Productions,  LLC. The amount is due and
           payable on demand.


NOTE  3    STOCKHOLDERS' DEFICIENCY

           The Company was originally authorized to issue 2,000 shares of common
           stock at no par value.  The  Company  issued 900 and 1,100  shares to
           AppleTree Investment Company,  Ltd. and PageOne Business Productions,
           LLC, respectively.

           Management  subsequently  filed  an  amendment  to  the  articles  of
           incorporation with the State of Delaware,  which increased the number
           of authorized common shares to 100,000,000, effected a 375 to 1 split
           of the 2,000  previously  issued common shares and created  8,000,000
           authorized  shares of preferred stock, of which the issuance,  rights
           and  other  terms  are to be  determined  by the  Company's  Board of
           Directors. In addition, the par value of the common stock was changed
           to $0.001 per share and the par value of the new preferred  stock was
           set at $0.001 per share.

           The  financial  statements  at March 31,  2000 give  effect to common
           stock split, new authorized share amounts,  and par values enumerated
           in the amended certificate of incorporation. No preferred shares have
           been issued as of March 31, 2000.

NOTE  4    GOING CONCERN

           As reflected in the accompanying  financial  statements,  the Company
           has accumulated  losses of $9,530 since inception,  a working capital
           deficiency of $8520 and has not  generated any revenues  since it has
           not yet  implemented its business plan. The ability of the Company to
           continue as a going concern is dependent on the Company's  ability to
           raise  additional  capital  and  implement  its  business  plan.  The
           financial  statements  do not include any  adjustments  that might be
           necessary if the Company is unable to continue as a going concern.

           The Company  intends to implement  its  business  plan and is seeking
           funding  through  the  private   placement  of  its  equity  or  debt
           securities or may seek a  combination  with another  company  already
           engaged in its proposed business.

           Management  believes that actions  presently  being taken provide the
           opportunity for the Company to continue as a going concern.

                                       7

<PAGE>


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

RESULTS OF OPERATIONS
---------------------
     The following  discussion  and analysis below should be read in conjunction
with the financial statements,  including the notes thereto, appearing elsewhere
in this report.  For the period since  inception (May 9, 1997) through March 31,
2000,  during the  Company's  development  stage,  the  Company  has a zero cash
balance, and has generated a net loss of ($9,530).

FINANCIAL CONDITION AND LIQUIDITY
---------------------------------
     The Company has a working  capital  deficiency of $8,520 and has an ongoing
need to finance its activities.  To date, the Company currently has funded these
cash  requirements by offering and selling its Common Stock, in addition to cash
advances from  a  stockholder. The Company  expects  to fund its immediate needs
through  private  placements of its securities and may seek a suitable  business
combination. Operating costs for the current period were funded by a loan from a
stockholder.

PLAN OF OPERATION

     The Company has  registered a dot.com name and has  determined it can begin
conducting its business with limited financing that it has arranged.


PART II   OTHER INFORMATION

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

       (a)      Exhibits

       Exhibit No.     Description
       ----------      -----------
           27          Financial Data Schedule


       (b)      Reports on Form 8-K

                    None.




                                        8

<PAGE>


                                   SIGNATURES
                                   ----------

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        BIG FUN TOYS, INC.
                                        ------------------
                                        Registrant


 May 15, 2000                      By:      /s/ James Walters
 ------------                           --------------------------------
                                             James Walters
                                             Chief Financial Officer
                                             (Principal Financial Officer)





                                        9
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                Description
----------                 -----------
    27                     Financial Data Schedule