SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                AMENDMENT NO. 1


                                       TO

                                  FORM 10-KSB

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      For the year ended December 31,1999.


                        Commission File Number 000-28537


                               AMENDMENT NO. 1


                                       TO

                               BIG FUN TOYS, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                   95-4737488
    ----------------------                          -------------------
    (State of organization)                         (I.R.S. Employer
                                                    Identification No.)

          22147 PACIFIC COAST HIGHWAY, #4, MALIBU, CA           90265
          -----------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code (310) 317-6939


       Securities registered pursuant to Section 12(b) of the Act,
                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                    Common Stock, $0.001 par value per share



<PAGE>

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,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Issuer's revenues for its most recent fiscal year.               $0.00

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC  Bulletin  Board on March 1, 2000,  was $0.00.  For  purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an  admission  that such  directors,  officers,  or 5%  beneficial
owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 750,000.

                     Documents incorporated by reference:     None



                                       2
<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  6

Item   3.      Legal Proceedings                                           7

Item   4.      Submission of Matters to a Vote of Security Holders         7

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         7

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         8

Item   7.      Financial Statements                                        8

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         8

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         9

Item  10.      Executive Compensation                                     12

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             13

Item  12.      Certain Relationships and Related Transactions             14

Item  13.      Exhibits and Reports on Form 8-K                           14

Signatures                                                                15


                                       3

<PAGE>
                                     PART I


Item   1.      Business

History
-------
     Big Fun Toys, Inc. ("Big Fun Toys" or the "Company") was  incorporated  May
9,  1997  under the laws of the  State of  Delaware.  The  Company  sells  toys,
children's  books and other  children's  related retail items over the Internet.
Since its launch, the Company has been continuously  expanding with more product
selection and  children/women  related content and features,  in addition to the
forming of strategic  partnerships.  One such partnership  under  development is
with a portal site,  which is one of the fastest  growing sites on the Internet.
This will allow a  symbiotic  relationship  providing  the Company the use of 80
million  page  views  per  month  where  it  will  be  featured  as the  premium
destination  for toys and content and  allowing  both  companies  to form common
`communities' of content, chat room features, and other related links to enhance
and attract  business to both sites.  The Company will focus on developing other
strategic partnerships, as well, such as philanthropic partnerships with the Red
Cross,  March of  Dimes,  or other  children-related  causes.  It will  donate a
certain percentage of its sales to one of these organizations and, in return, it
will be able to advertise this partnership.

     E-commerce  is  growing  at the  phenomenal  rate of over 60%  annually  as
projected, by Jupiter  Communications.  Over 16 million people were estimated to
do shopping  online in 1998. The Internet is therefore a tremendous  opportunity
for  companies  with  the  right  mix of  products,  technology,  marketing  and
management.

The Company
-----------
     The Company is lead by an  experienced  management  team with an average of
over 15 years industry experience including start-ups.  The founders have funded
the  start-up  and initial  launch with their own money.  Current  expansion  is
limited by the internal funding available for marketing and promotion. Marketing
and promotion  expenditures  are directly  related to the volume of  anticipated
traffic on the Company's website.

     The Company's business objective is to become the top "children's  shopping
destination"  on the Internet.  The concept is to develop a site with integrated
retail  content for children from age 1 to 14 years.  This strategy  consists in
becoming one of the major toys, games, children's books and related retail items
sites on the web. The Company intends to invest in the development of a complete
shopping site that is easy to use for buyers,  has a large  selection and highly
competitive  prices. The initial online shipping site is fully developed and has
been  operational  since  mid-October,  1998.  The site  launch  was  timed  for
Halloween shopping.


                                       4
<PAGE>


     The management  philosophy is to build a visionary  company that is capable
of quickly  responding  to the  dynamic  nature of  e-commerce.  The  Company is
committed to becoming the leading  independent  Internet site for the children's
non-clothing  retail niche. For instance,  the Company will carry seasonally hot
toys, computer and video games, music CDs, videos, collectible toys and licensed
sports  jerseys.  With  additional  funding  growth  rates  of 300 to  600%  are
possible.

     The  marketing  strategy  is to  compete on price and  selection  with such
competitors as Etoys.  The Company plans to create  marketing  partnerships  and
alliances  with portal site market  leaders such as Netscape and MSN.  Alliances
such as these cannot be established  without a well-funded  operation capable of
sales in three years of $50M.

Marketing Strategy
------------------
     The  marketing  strategy  encompasses  a  wide,  integrated  approach  that
includes:

     1.   Search  engine  listings  in  major  search  engines  such as  Excite,
            Infoseek, AltaVista, etc;

     2.     Listing in major  directories such as Yahoo,  Internet yellow pages,
            and Internet shopping directories;

     3.     Banner  advertising on high traffic,  children's and working women's
            related sites;

     4.   Media relations;

     5.   Co-operative promotions;

     6.   E-mail distribution lists;

     7.   Charitable tie-ins;

     8.   Incentives for visiting the site;

     9.   Print advertising;

     10.  Radio advertising;

                                       5
<PAGE>

     11.  Talk show interviews; and,

     12. Internet news outlets.

     Marketing  campaigns  will use close  relationships  with high  visibility,
child related causes and  publications to propel the Company  message.  The "one
stop  solution" for the busy parent or relative,  saving  him/her time and money
will be a strong theme.


     A variety of tactics  will be used to attract  shopping  to the site and to
maintain loyalty for revisiting. These include a Company Birthday Club, discount
for repeat  purchases,  special e-mail coupons,  free gift wrapping on purchases
over a specified limit, The Pediatricians  Corner with Q&A on children's health,
Kid's Cooking Corner, Kid's Book Corner and links to the Consumer Product Safety
Commission.  Special  promotions will be made with toy  manufacturers  of unique
items.  The Company's  branded items such as water  bottles,  printed  T-shirts,
whistles, yo-yos, etc. will be sold and added as bonuses on selected purchases.

     These programs are innovative for Internet children's sites.  Several ideas
pioneered  by the  Company  have been  copied by others,  such as give aways and
e-mail registration.  The Company has many more ideas for innovative  marketing.
Many of the tactics are not being used by any of the Company's  competitors.  In
the end,  the  success  of the  Company  is  dependent  in large part to a broad
marketing effort to attract visitors to the site. The unique customer  retention
programs will be the best on the Internet for children's sites.


Item   2.      Properties

The Company's executive and administrative  offices are located at 22147 Pacific
Coast Highway, #4, Malibu, California 90265. The Company pays no rent for use of
the office and does not believe that it will require any additional office space
in the foreseeable future in order to carry out its plan of operations described
herein.


                                       6
<PAGE>



Item   3.      Legal Proceedings

There are no pending  legal  proceedings  to which the  Company is a party or to
which any of the Company's assets or properties are subject.



Item   4.      Submission of Matters to a Vote of Security Holders

Not applicable.



                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters

The Company registered its common stock on a Form 10-SB  Registration  Statement
on a voluntary basis,  which became  effective  February 17, 2000. The Company's
Common Stock is not presently  traded on an established  public trading  market.
Following  the  filing on this Form 10,  the  Company  anticipates  that it will
submit its Common Stock for listing on the OTC Electronic Bulletin Board.

     The approximate  number of record holders of the Company's  Common Stock as
of December 31, 1999 was 2, inclusive of those  brokerage  firms and/or clearing
houses holding the Company's  common shares for their  clientele (with each such
brokerage  house and/or  clearing  house being  considered  as one holder).  The
aggregate  number of shares of Common Stock  outstanding as of December 31, 1999
was 750,000.

     The Company has not declared or paid any cash dividends on its Common Stock
and does not intend to declare any  dividends  in the  foreseeable  future.  The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company's earnings,  if any, its capital requirements and
financial  condition,  and such  other  factors  as the Board of  Directors  may
consider.  In  addition,  if  the  Company  is  able  to  negotiate  new  credit
facilities, such facilities may include restrictions on the Company's ability to
pay dividends.


RECENT SALES OF UNREGISTERED SECURITIES

     In March 1999,  the Company issued  unregistered  securities to the initial
shareholders of the Company resulting in the issuance and delivery of 100 shares
and 900 shares of the Company's Common Stock to PageOne Business Productions,
LLC  ("PageOne"),   and  Appletree  Investment  Company,   Ltd.   ("Appletree"),
respectively.  Such securities were issued for aggregate  consideration totaling
$1,000 pursuant to the exemptions from registration  provided under the Delaware
General  Corporation  Law and the  exemption  provided  by  Section  4(2) of the
Securities  Act of 1933, as amended,  for issuances of securities  not involving
any public offering.


                                       7
<PAGE>


Item   6       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  Registration  Statement.  For the period since  inception (May 9, 1997)
through December 31, 1999, during the Company's  development  stage, the Company
has a cash balance of $11.00, and has generated a net loss of ($1,369).

FINANCIAL CONDITION AND LIQUIDITY
---------------------------------
     The Company has limited  liquidity  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. The Company expects to fund its immediate
needs  through  private  placements  of its  securities  and may seek a suitable
business combination.

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.


Item   7.      Financial Statements

The financial  statements and  supplemental  data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.



Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure

Not applicable.


                                       8
<PAGE>


Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act

The names of the  directors and  executive  officers of the Company,  as well as
their respective ages and positions with the Company, are as follows:

Name                              Age                   Position
----                              ---                   --------

George A. Todt                    46         Chairman of the Board of Directors

James F. Walters                  45         Vice President, Treasurer and Chief
                                             Financial Officer

Mary Elizabeth Rowbottom          28         President and Secretary


     GEORGE A. TODT has been the  Chairman of the  Company's  Board of Directors
since its inception. Prior to founding the Company, Mr. Todt has been a managing
member of PageOne  Business  Productions,  LLC,  since  March 1996.  Mr.  Todt's
experience over the past 15 years includes  working with 10 start-up  companies,
raising venture capital, and arranging strategic partnerships and initial public
offerings.  He has  researched,  developed and  implemented  marketing and sales
training programs in several industries.

     From  1990 to 1995,  Mr.  Todt was Chief  Executive  Officer  of  REPCO,  a
start-up  company  based in St.  Louis,  Missouri,  where  his  responsibilities
included  product  selection,  market  research and  implementation,  from large
contracts to small  industrial  products.  REPCo's  largest  project  included a
turn-key tire recycling plant built in Japan.  Mr. Todt traveled  extensively in
China, Japan, India, Russia and Europe,  establishing  manufacturing  contracts,
marketing  and  distribution  programs,  and bidding on and managing  government
contracts.  Mr. Todt also has consulted  internationally on technology exchanges
and rights.

     From  1989 to 1991,  Mr.  Todt was an  investor/director  of  FLEXWARE,  an
accounting and networking  software company located in Los Angeles,  which was a
leader in the field of networking language for MAC, DOS, UNIX and DEC computers.
Mr. Todt  assisted in obtaining  financing,  restructuring  and  establishing  a
marketing strategy for FLEXWARE.

     In June  1986,  Mr.  Todt  began  working  full-time  in  sales  with  Todt
Industrial  Supply, and in December 1986, he acquired the company and Todt Sheet
Metal Company (collectively,  the "Todt Companies" in Cape Girardeau, Missouri).
From 1987 to 1990,  Mr.  Todt  served  as Chief  Executive  Officer  of the Todt
Companies,  reorganized  the  companies,  implemented  new  marketing  and sales
programs,  automated accounting and developed the business into eight divisions,
four of which he created.  Under Mr. Todt's leadership,  the Todt Companies grew
from 29 to 130 employees, and annual sales grew from $2 million to $8 million.


                                       9
<PAGE>

     From 1985 to 1986, Mr. Todt served as Vice President of  Administration  at
HOH Water Technology, Los Angeles, California. As Vice President, he reorganized
the Company's structure,  developed an engineering  department,  was responsible
for  redesigning  its  product,  developing  a  marketing  plan and  negotiating
strategic alliances with General Electric, Du Pont, and Mitsui.  Eventually,  he
succeeded in taking HOH public.


     From 1979 to 1983, Mr. Todt was the founder and Managing Director of Todt &
Associates,  a  marketing  and  investment  partnership  in Malibu,  California,
raising financing for several start-up companies and projects, developing mining
and refining  equipment for the precious metal industry,  and setting up a sales
and  distribution  network.  In  addition,  Mr.  Todt  managed an  international
precious metal arbitrage  company and researched a book on precious metals which
spent 22 weeks  on  England's  "best  seller"  list.  Mr.  Todt  also  designed,
coordinated  and  managed  three  hundred  employees  in the  construction  of a
$4,000,000 multi-purpose building.

     JAMES F.  WALTERS  has served as the Vice  President,  Treasurer  and Chief
Financial Officer of the Company since its inception. Mr. Walters joined Kellogg
& Andelson as an accountant in 1976, was elected a partner in 1980, was promoted
to  Managing  Partner in 1984,  and  elected  Chairman of the Board of Kellogg &
Andelson Accountancy  Corporation in 1995. As Chairman, Mr. Walters is currently
responsible  for the overall  management of the 80-person  firm. Mr. Walters has
assisted the firm's clients in connection  with the preparation of their initial
public  offerings,   private  finance,  merger,  acquisition  and  restructuring
strategies. He continues to be an active consultant in the many phases of client
business operations, such as operational control systems, general management and
capital funding, servicing middle market companies in many different industries,
including   aerospace,   mail   order,   entertainment,   high   tech,   retail,
import/export, graphic design, business management, plastics and publishing.

     Mr.  Walters  previously  served as a member of the Board of  Directors  of
Kistler  Aerospace,  a manufacturer of reusable rockets that deliver  satellites
into orbit, and was instrumental in the initial  financing of that company.  Mr.
Walters also serves as a member of the Board of Directors of California Fitnuts,
Inc., a start-up company which produces,  through a patented process,  nuts that
have 50% less fat.  In  addition,  Mr.  Walters has  founded,  owned and managed
companies  in the  commercial  photography,  corporate  events,  auto repair and
concrete molding industries.

     Mr. Walters received an M.B.A.  degree from Pepperdine  University (Malibu,
California)  in 1981,  and a B.S.  degree in Accounting  from  California  State
University, Northridge (CSUN) in 1976.


                                       10
<PAGE>

     MARY  ELIZABETH  ROWBOTTOM has served as the Secretary of the Company since
inception and has been President since November 22, 1999. Ms. Rowbottom also has
worked at PageOne  Business  Productions  since  September  1996 serving as Vice
President since March 1997. From 1994 to 1996, Ms.  Rowbottom  served in various
capacities  and, most  recently,  as a talent  manager with HSI  Productions,  a
bi-coastal  commercial film production company producing television  commercials
and music videos, and serviced substantial advertising agency clients, including
Leo Burnett, DDB Needham and Bozell Worldwide.  Prior thereto, Ms. Rowbottom was
an assistant to Merrill Lynch account representatives.  Ms. Rowbottom received a
B.A. degree in Communications from the University of Wisconsin in 1993.


    Directors  of the Company are elected  annually by the  stockholders  of the
Company  to  serve  for a term of one year or until  their  successors  are duly
elected and qualified.  Officers serve at the pleasure of the Board of Directors
subject to any rights under  employment  agreements.  All directors will receive
reimbursement of reasonable  out-of-pocket  expenses incurred in connection with
meetings of the Board. No other  compensation  is, or will be, paid to directors
for services rendered as directors.  From the Company's inception to the date of
this filing,  there have been no meetings of the  Company's  Board of Directors.
Other  actions  of the  Company's  Board of  Directors  were taken  pursuant  to
unanimous  written  consents.  There are no  family  relationships  between  any
directors or officers of the Company.


               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity securities, file reports of ownership
and changes in  ownership  with the  Securities  and  Exchange  Commission.  The
Company was not subject to the  reporting  requirements  of Section 16(a) during
fiscal 1999.


                                       11
<PAGE>


Item  10.      Executive Compensation

Consistent with our present policy,  no director or executive officer of Big Fun
Toys receives  compensation for services rendered to the company.  However, such
persons are entitled to be reimbursed  for expenses  incurred by them in pursuit
of Big Fun Toys' business objectives.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
--------------------------------------------------------------------------------

     The Company does not have any officer or director  stock  option plan.  The
Company intends to incorporate one after a public offering. The Company does not
have an employee stock option plan.  (ESOP).  The Company intends to incorporate
one after a public offering.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------

     There were no option/SAR Grants in the last fiscal year.

COMPENSATION OF DIRECTORS
------------------------

     The Company's directors serve without compensation.



                                       12
<PAGE>

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

         The following  table sets forth  information  regarding the  beneficial
ownership of the Company's Common Stock as of the date hereof by (i) each person
known by the Company to be the beneficial owner of more than five percent of its
Common Stock;  (ii) each director;  (iii) each  executive  officer listed in the
Summary Compensation Table in Item 6 of this Form 10; and (iv) all directors and
executive officers as a group. Unless otherwise indicted,  each of the following
stockholders  has sole voting and  investment  power with  respect to the shares
beneficially  owned,  except  to the  extent  that such  authority  is shared by
spouses under applicable law.


                                                   Amount of      Percentage of
Name and Address of                                Beneficial       Outstanding
Beneficial Owner                                   Ownership         Shares
----------------                                   ---------         ------
Appletree Investment Co., Ltd.                    750,000(1)          100%
C/o Anglo Irish Trust (I.O.M.)
69 Athol Street
Douglas, Isle of Man 1M1 1JE

PageOne Business Productions, LLC(1)              412,500              55%
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272

George A. Todt                                    412,500(2)           55%

James F. Walters                                  412,500(2)           55%

Mary Elizabeth Rowbottom                          412,500(2)           55%

All executive officers and directors as a         412,500(2)           55%
group (3 persons)

-----------------------------
(1) Consists of 337,500 shares held of record by Appletree  Investment  Company,
Ltd., an Isle of Man corporation,  and 412,500 shares held of record by Page One
Business  Productions,  LLC,  a Delaware  limited  liability  company,  of which
Appletree is a managing member.

(2)  Consists  solely of  412,500  shares  held of  record by Page One  Business
Productions,  LLC, a Delaware limited liability company,  of which Messrs.  Todt
and Walters are managing members and Ms. Rowbottom is Vice President.


                                       13
<PAGE>

Item  12.      Certain Relationships and Related Transactions

     In March 1999, the Company issued 100 shares of the Company's  Common Stock
to PageOne,  of which George Todt and James Walters are managing members and Ms.
Rowbottom is Vice President. Such securities were issued for $1.00 per share.



Item  13.      Exhibits and Reports on Form 8-K

(a)(1)        The  following  financial  statements  are contained on Pages F-1
              through F-8:

               REPORT  OF  INDEPENDENT  AUDITOR,   WEINBERG  &  COMPANY,   P.A.,
               CERTIFIED PUBLIC ACCOUNTANTS DATED APRIL 6, 2000.

               BALANCE SHEET AS OF DECEMBER 31, 1999

               STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999

               STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD
               FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999

               STATEMENTS OF CASH FLOW FOR THE YEAR ENDED  DECEMBER 31, 1999 AND
               FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999

               NOTES TO FINANCIAL STATEMENTS

(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1     Amended  and  Restated   Articles  of   Incorporation   of  Registrant
          (incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form 10-SB 12(g), File No. 000-28537)

3.2.1     ByLaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's  Registration  Statement  on  Form  10-SB  12(g),  File  No.
          000-28537)

27.1     Financial Data Schedule *

               *  Previously filed

(b)      Reports on Form 8-K

         None

                                       14
<PAGE>



                                AUDITOR'S REPORT




To the Board of Directors of:
 Big Fun Toys, Inc.

We have  audited  the  accompanying  balance  sheet  of Big Fun  Toys,  Inc.  (a
development stage company) as of December 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the year then
ended and for the period  from May 9, 1997  (inception)  to December  31,  1999.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the financial position of Big Fun Toys, Inc. (a development
stage  company) as of December 31, 1999,  and the results of its  operations and
its cash  flows for the year  then  ended  and for the  period  from May 9, 1997
(inception)  to  December  31,  1999,  in  conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has had  accumulated  operating  losses of $1,369 since inception
and a working capital  deficiency of $359. These factors raise substantial doubt
about its ability to continue as a going  concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

                                             WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 6, 2000

                                      F-1

<PAGE>



                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 1999


3

                                           ASSETS

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

TOTAL ASSETS                                                            $    11
                                                                        =======


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
   Loan payable to principal stockholder                                $   370
                                                                        -------
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
   Additional paid-in capital                                               260
   Accumulated deficit during development stage                          (1,369)
                                                                        -------
TOTAL STOCKHOLDERS' DEFICIENCY                                             (359)
                                                                        -------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                          $    11
                                                                        =======










                 See accompanying notes to financial statements

                                      F-2

<PAGE>



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


                                                                 May 9, 1997
                                                                 (Inception)
                                                    Year Ended       to
                                                      December     December
                                                      31, 1999    31, 1999
                                                    ----------    ---------
REVENUES                                             $     -      $     -
                                                     ---------    ---------

EXPENSES

   Accounting fees                                         500          500
   Bank charges                                            120          120
   Consulting fees                                         -             10
   Legal fees                                              500          500
   Taxes                                                   239          239
                                                     ---------    ---------

NET LOSS                                             $  (1,359)   $  (1,369)
                                                     =========    =========

   Net loss per share - basic and diluted            $   (.002)   $   (.002)
                                                     =========    =========

   Weighted average number of shares
    outstanding during the period -
    basic and diluted                                  650,342      478,930
                                                     =========    =========





                 See accompanying notes to financial statements

                                      F-3


<PAGE>


<TABLE>

                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
        FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999

<CAPTION>
                                                                                         Accumulated
                                                     Common Stock           Additional     During
                                                 ---------------------       Paid-In      Development
                                                  Shares      Amount         Capital         Stage         Total
                                                 ---------   ---------    -----------    ------------     --------

<S>                                              <C>          <C>          <C>           <C>              <C>


   Common stock issued for services              375,000     $   375       $             $     -          $    10

   Net loss for the year ended                       -           -             -              (10)            (10)
   December 31, 1997
                                                 -------     -------       -------        -------         -------

   Balance, December 31, 1997                    375,000         375          (365)           (10)            -
                                                 -------     -------       -------        -------         -------

   Balance, December 31, 1998                    375,000         375          (365)           (10)            -

   Common stock issued for cash                  375,000         375           625            -             1,000

   Net loss for the year ended December 31,
   1999                                              -           -             -           (1,359)         (1,359)
                                                 -------     -------       -------        -------         -------

Balance, December 31, 1999                       750,000     $   750       $   260        $(1,369)        $  (359)
                                                 =======     =======       =======        =======         =======
</TABLE>



                 See accompanying notes to financial statements

                                      F-4

<PAGE>

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



                                                                      May 9,
                                                    For the Year       1997
                                                        Ended       (Inception)
                                                      December      To December
                                                      31, 1999        31, 1999
                                                     ----------     -----------

Cash flows from operating activities
   Net loss                                           $(1,359)       $(1,369)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
   Common stock issued for services                       -               10
                                                      -------        -------
   Net cash used in operating activities               (1,359)        (1,359)
                                                      -------        -------

Cash flows from financing activities
   Proceeds from issuance of common stock               1,000          1,000
   Loan proceeds from principal stockholder               370            370
                                                      -------        -------
   Net cash provided by financing activities            1,370          1,370
                                                      -------        -------

NET INCREASE IN CASH                                       11             11

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

CASH AND CASH EQUIVALENTS - ENDING                    $    11        $    11
                                                      =======        =======









                 See accompanying notes to financial statements

                                      F-5

<PAGE>


                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

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 December 31, 1999, 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) 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.

          (C) 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.

          (D) 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 year ended
          December 31, 1999.

                                      F-6
<PAGE>

                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
-------    ------------------------------------------

          (E) Loss Per Share

          Net loss per common share for the year ended December 31, 1999 and for
          the  period  from May 9, 1997  (inception)  to  December  31,  1999 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 December
          31, 1999.

NOTE  2  LOAN PAYABLE TO PRINCIPAL STOCKHOLDER

          The loan payable to principal  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 December 31, 1999 give retroactive effect
          to common stock split,  new authorized  share amounts,  and par values
          enumerated in the amended  certificate of incorporation.  During 1999,
          375,000 shares of common stock were issued for proceeds of $1,000.  No
          preferred shares have been issued as of December 31, 1999.


                                      F-7

<PAGE>

                               BIG FUN TOYS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  4  GOING CONCERN

          As reflected in the accompanying financial statements, the Company has
          had accumulated  losses of $1,369 since  inception,  a working capital
          deficiency of $359 and has not  generated  any revenues  since it does
          not yet have an  operating  business.  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.





                                      F-8

<PAGE>





                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                               BIG FUN TOYS, INC.


 Amendment No. 1                    /s/ Mary Elizabeth Rowbottom
 April 17, 20000              By:   ----------------------------
                                    Mary Elizabeth Rowbottom
                                    President

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

     Signature                       Title                       Date

/s/ George A. Todt             Director                      April 13, 2000



/s/ Mary Elizabeth Rowbottom   President                    April 13, 2000


/s/ James Walters              Vice President, Treasurer    April 13, 2000




                                       15