UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the Quarterly Period Ended
                                 April 30, 2000


                         Commission File Number: 0-26439


                             KidsToysPlus.com, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Nevada,                                      98-0203927
-----------------------                       ------------------------
(Place of Incorporation)                      (IRS Employer ID Number)



           1000-355 Barrard Street Vancouver, British Columbia V6C 2G8
           -----------------------------------------------------------
              (Address of registrant's principal executive office)

                                 1-877-566-1212
                         -------------------------------
                         (Registrant's telephone number)



Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [ ]


               Number of Shares of Common Stock, $0.001 Par Value,
                         Outstanding at April 30, 2000:
                                   10,558,484


<PAGE>

                             KIDSTOYSPLUS.COM, INC.

                              For the Quarter Ended
                                 April 30, 2000


                              INDEX TO FORM 10-QSB

<TABLE>
                                                                                                      Page
                                                                                                      ----
<S>      <C>                                                                                          <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

        Balance Sheets:
         - January 31, 2000 and April 30, 2000..........................................................1

        Statements of Operations:
         - For the Three Months Ended April 30, 2000....................................................2

        Statement of Changes in Stockholders' Equity
         - For the Period February 4, 1999 to April 30, 2000............................................3

        Statements of Cash Flow:
          - For the Three Months Ended April 30, 2000...................................................4

Notes to Financial Statements...........................................................................5

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS...........................................................12

PART II - OTHER INFORMATION............................................................................16

ITEM 1  LEGAL PROCEEDINGS..............................................................................16

ITEM 2  CHANGES IN SECURITIES..........................................................................16

ITEM 3  DEFAULTS UPON SENIOR SECURITIES................................................................16

ITEM 4  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS..............................................16

ITEM 5  OTHER INFORMATION..............................................................................16

ITEM 6  EXHIBITS AND REPORTS ON FROM 8-K...............................................................16

</TABLE>


<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
================================================================================

<TABLE>
                                                                                           April 30,     January 31,
                                                                                                2000            2000
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
ASSETS

Current
    Cash and cash equivalents                                                          $     489,590    $     11,372
     Accounts receivable                                                                       4,484               -
     Inventory                                                                                 6,434               -
     Prepaid expenses and deposits                                                             8,163           8,017
                                                                                       -------------    ------------
    Total current assets                                                                     508,671          19,389

Capital assets (Note 5)                                                                       27,913          10,323
                                                                                       -------------    ------------
Total assets                                                                           $     536,584    $     29,712
=====================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Accounts payable and accrued liabilities                                           $      13,405    $     56,419
                                                                                       -------------    ------------
    Total current liabilities                                                                 13,405          56,419
                                                                                       -------------    ------------

Stockholders' equity
    Capital stock (Note 6)
       Authorized
              25,000,000 common shares with a par value of $0.001
       Issued and outstanding
              10,558,484 common shares (January 31, 2000 - 9,968,084)                         10,558           9,968
    Additional paid-in capital                                                               902,884         239,274
    Stock subscriptions receivable                                                                 -          (5,500)
    Deficit, accumulated during the development stage                                       (390,263)       (270,449)
                                                                                       -------------    ------------
    Total stockholders' equity                                                               523,179         (26,707)
                                                                                       -------------    ------------
Total liabilities and stockholders' equity                                             $     536,584    $     29,712
=====================================================================================================================
</TABLE>

History and organization of the Company (Note 1)
Commitments (Note 11)


On behalf of the Board:

                             Director                                  Director
-----------------------------          --------------------------------



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




                                       1
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
================================================================================


<TABLE>

                                                                                 Cumulative
                                                                                    Amounts
                                                                                       From                      Period From
                                                                                February 4,     Three Month      February 4,
                                                                                       1999    Period Ended          1999 to
                                                                               to April 30,       April 30,        April 30,
                                                                                       2000            2000             1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>              <C>               <C>
INTEREST INCOME                                                                $      6,496     $     2,107       $      555
                                                                               -------------    -----------       -----------

EXPENSES
    Amortization                                                                      2,016           1,188                -
    Consulting fees                                                                 186,792          69,939            6,600
    Entertainment and promotion                                                      10,272           4,038                -
    Equipment rental                                                                  3,537             524                -
    Investor relations                                                               11,430           8,750                -
    Legal and accounting                                                             48,960           4,304            3,924
    Management fees                                                                   2,800               -            2,800
     Marketing and advertising                                                        1,130           1,130                -
    Office and miscellaneous                                                         42,516          13,878            3,070
    Rent and security                                                                15,299           6,041                -
    Telephone and utilities                                                          13,337           4,036              767
    Transfer agent and filing fees                                                    6,146             438                -
    Travel and automobile                                                            22,497           7,655                -
    Website design and maintenance                                                   30,027               -                -
                                                                               -------------    -----------       -----------
                                                                                    396,759         121,921           17,161
                                                                               -------------    -----------       -----------
Loss for the period                                                            $   (390,263)    $  (119,814)      $  (16,606)
=============================================================================================================================
Basic and diluted loss per share                                                                $     (0.01)      $    (0.01)
=============================================================================================================================
Weighted average number of shares of common stock outstanding                                    10,118,964        4,767,001
=============================================================================================================================
</TABLE>








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



                                       2
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
================================================================================


<TABLE>


                                       Common Shares              Additional            Stock      During the           Total
                               -------------------------------       Paid-in    Subscriptions     Development   Shareholders'
                                      Shares           Amount        Capital       Receivable           Stage          Equity
------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>              <C>           <C>             <C>             <C>
Balance, February 4,
  1999                                      -      $        -       $       -     $        -      $        -      $         -

Shares issued for cash
  at $0.001 per share                 100,000             100               -              -               -              100

Shares subscribed for
  cash at $0.001 per
  Share                             5,500,000           5,500               -         (5,500)              -                -

Shares issued for  cash:
  at $0.01 per share                3,960,000           3,960          35,640              -               -           39,600
  at $0.50 per share                  408,084             408         203,634              -               -          204,042

Loss for the period                         -               -               -              -        (270,449)        (270,449)
                                 -------------    ------------     ------------  ------------     ------------    ------------

Balance, January 31,
    2000                            9,968,084           9,968         239,274         (5,500)       (270,449)         (26,707)

Shares issued for cash at
  $1.25 per share                     590,400             590         737,410              -               -          738,000

Share issuance costs                        -               -         (73,800)             -               -          (73,800)

Stock subscriptions
  received                                  -               -               -          5,500               -            5,500

Loss for the period                         -               -               -              -        (119,814)        (119,814)
                                 -------------    ------------     ------------  ------------     ------------    ------------
Balance, April 30,
  2000                             10,558,484      $   10,558      $  902,884      $       -      $ (390,263)     $   523,179
==============================================================================================================================
</TABLE>








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




                                       3
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
================================================================================



<TABLE>
                                                                                 Cumulative
                                                                                    Amounts
                                                                                       From                      Period From
                                                                                February 4,     Three Month      February 4,
                                                                                       1999    Period Ended          1999 to
                                                                               to April 30,       April 30,        April 30,
                                                                                       2000            2000             1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                       $   (390,263)     $ (119,814)      $  (16,606)
    Item not affecting cash:
       Amortization                                                                  2,016           1,188                -

    Changes in other operating assets and liabilities:
       Increase in accounts receivable                                              (4,484)         (4,484)               -
       Increase in inventory                                                        (6,434)         (6,434)               -
       Increase in prepaid expenses and deposits                                    (8,163)           (146)          (8,312)
       Increase in due to related party                                                  -               -            1,100
       Increase (decrease) in accounts payable and accrued liabilities              13,405         (43,014)           2,000
                                                                              -------------     -----------      -----------
    Net cash used in operating activities                                         (393,923)       (172,704)         (21,818)
                                                                              -------------     -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Capital assets acquired                                                        (29,929)        (18,778)               -
                                                                              -------------     -----------      -----------
    Net cash used in investing activities                                          (29,929)        (18,778)               -
                                                                              -------------     -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Stock subscriptions received                                                     5,500           5,500                -
    Capital stock issued for cash                                                  981,742         738,000          243,742
    Share issuance costs                                                           (73,800)        (73,800)               -
                                                                              -------------     -----------      -----------
    Net cash provided by financing activities                                      913,442         669,700          243,742
                                                                              -------------     -----------      -----------

Change in cash and cash equivalents for the period                                 489,590         478,218                -

Cash and cash equivalents, beginning of period                                           -          11,372                -
                                                                              -------------     -----------      -----------
Cash and cash equivalents, end of period                                      $    489,590      $  489,590       $   221,924
=============================================================================================================================
Cash paid during the period for interest                                      $          -      $        -       $        -
=============================================================================================================================
Cash paid during the period for income taxes                                  $          -      $        -       $        -
=============================================================================================================================
</TABLE>




Supplemental   disclosure  for  non-cash  operating,   financing  and  investing
activities (Note 12)



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




                                       4
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================


1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The  Company  was  incorporated  on  February 4, 1999 under the laws of the
     state of Nevada. The Company is considered a development stage company,  in
     accordance with SFAS #7.

     The  Company is  currently  developing  a retail web site  specializing  in
     children's toys and collectible products.

     In the opinion of management, the accompanying financial statements contain
     all adjustments necessary (consisting only of normal recurring accruals) to
     present  fairly  the  financial   information   contained  therein.   These
     statements do not include all  disclosures  required by generally  accepted
     accounting  principles and should be read in  conjunction  with the audited
     financial  statements  of the Company for the year ended  January 31, 2000.
     The  results of  operations  for the period  ended  April 30,  2000 are not
     necessarily  indicative  of the results to be expected  for the year ending
     January 31, 2001.

2.   GOING CONCERN

     The  Company's  financial  statements  are  prepared  using  the  generally
     accepted  accounting  principles  applicable  to  a  going  concern,  which
     contemplates  the  realization of assets and  liquidation of liabilities in
     the normal course of business.  However,  the company has no current source
     of revenue. Without realization of additional capital, it would be unlikely
     for the Company to continue as a going concern.  It is management's plan to
     seek additional capital through equity financings.


<TABLE>
     ================================================================================================
                                                                           April 30,     January 31,
                                                                                2000            2000
     -------------------------------------------------------------------------------- ---------------
     <S>                                                                 <C>             <C>
     Deficit accumulated during the development stage                    $  (390,263)    $ (270,449)
     Working capital (deficiency)                                            495,266        (37,030)
     ================================================================================================
</TABLE>


3.   SIGNIFICANT ACCOUNTING POLICIES

     Cash and cash equivalents

     Cash and cash equivalents  include highly liquid  investments with original
     maturities of three months or less.

     Stock-based compensation

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation",  encourages, but does not require, companies to
     record  compensation cost for stock-based  employee  compensation  plans at
     fair value. The Company has chosen to account for stock-based  compensation
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to Employees".  Accordingly,  compensation cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an  employee  is required to
     pay for the stock.



                                       5
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Capital assets and amortization

     Capital  assets are  recorded at cost.  Amortization  is provided  over the
     estimated useful life using the following methods:

        Computer equipment                         3 years straight-line
        Furniture and fixtures                     5 years straight-line
        Camera equipment                           5 years straight-line

     Revenue recognition

     Revenues  from  products and services are  recognized at the time the goods
     are  shipped or  services  provided to the  customer,  with an  appropriate
     provision for returns and allowances.

     Inventory

     Inventory is recorded at the lower of cost or net realizable value.

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax
     asset or  liability  is  recorded  for all  temporary  differences  between
     financial and tax reporting and net operating loss carryforwards.  Deferred
     tax  expenses  (benefit)  results  from the net  change  during the year of
     deferred tax assets and liabilities.

     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred  tax assets will not be  realized.  Deferred tax assets and
     liabilities  are  adjusted for the effects of changes in tax laws and rates
     on the date of enactment.

     Use of estimates

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

     Reporting comprehensive income

     The Company  adopted  Statement of Financial  Accounting  Standards No. 130
     ("SFAS 130"), "Reporting  Comprehensive Income". This statement establishes
     rules for the reporting of  comprehensive  income and its  components.  The
     adoption  of SFAS 130 had no  impact  on total  stockholders'  equity as at
     April 30, 2000.

     Disclosure about segments of an enterprise and related information

     Statement  of  Financial   Accounting   Standards  No.  131  ("SFAS  131"),
     "Disclosure  About  Segments  of an  Enterprise  and  Related  Information"
     requires use of the "management approach" model for segment reporting.  The
     management  approach  model  is  based  on the way a  company's  management
     organizes  segments within the company for making  operating  decisions and
     assessing  performance.  Reportable  segments  are  based on  products  and
     services,  geography,  legal structure,  management structure, or any other
     manner in which management disaggregates a company. Currently, SFAS 131 has
     no effect on the Company's financial statements as substantially all of the
     Company's operations are conducted in one industry segment in Canada.




                                       6
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)

     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards  No.  133  ("SFAS   133"),"Accounting  for
     Derivative Instruments and Hedging Activities" which establishes accounting
     and  reporting  standards  for  derivative   instruments  and  for  hedging
     activities.  SFAS 133 is effective for all fiscal  quarters of fiscal years
     beginning  after June 15, 1999. In June 1999, FASB issued SFAS 137 to defer
     the  effective  date of SFAS No.  133 to fiscal  quarters  of fiscal  years
     beginning  after June 15, 2000.  The Company does not  anticipate  that the
     adoption of the statement  will have a significant  impact on its financial
     statements.

     Reporting on costs of start-up activities

     The American Institute of Certified Public Accountant's issued Statement of
     Position 98-5 "Reporting on the Costs of Start-Up  Activities" ("SOP 98-5")
     which  provides  guidance on the financial  reporting of start-up costs and
     organization   costs.   It  requires  costs  of  start-up   activities  and
     organization costs to be expensed as incurred.  The Company has adopted SOP
     98-5.

     Foreign currency translation

     The Company accounts for foreign currency  transactions  under Statement of
     Financial  Accounting  Standards No. 52,  "Foreign  Currency  Translation".
     Transaction  amounts  denominated  in foreign  currencies are translated at
     exchange rates prevailing at transaction dates. Carrying values of monetary
     assets and  liabilities  are adjusted at each balance sheet date to reflect
     the exchange rate at that date.  Non monetary  assets and  liabilities  are
     translated at the exchange rate on the original transaction date. Gains and
     losses from  restatement  of foreign  currency  monetary  and  non-monetary
     assets and  liabilities  are included in income.  Revenues and expenses are
     translated at the rates of exchange  prevailing on the dates such items are
     recognized in earnings.

     Loss per share

     Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings
     Per Share"  requires basic and diluted  earnings per share to be presented.
     Basic earnings per share is computed by dividing income available to common
     shareholders  by the  weighted  average  number of  shares of common  stock
     outstanding  during  the  period.  Diluted  earnings  per share  takes into
     consideration  shares of common  stock  outstanding  (computed  under basic
     earnings per share) and potentially dilutive shares of common stock.

4.   FINANCIAL INSTRUMENTS

     The Company's  financial  instruments consist of cash and cash equivalents,
     accounts  receivable and accounts  payable.  Unless  otherwise noted, it is
     management's  opinion  that  the  Company  is not  exposed  to  significant
     interest,   currency  or  credit  risks   arising   from  these   financial
     instruments.  The fair  value of these  financial  instruments  approximate
     their carrying values, unless otherwise noted.




                                       7
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================


5.   CAPITAL ASSETS

<TABLE>
     ====================================================================================================================
                                                                                                   Net Book Value
                                                                                           --------------- --------------
                                                                               Accumulated       April 30,    January 31,
                                                                      Cost    Amortization            2000           2000
     --------------------------------------------------------------------------------------------------------------------
     <S>                                                      <C>             <C>             <C>            <C>
     Computer equipment                                        $    19,676     $    1,173      $   18,503     $     4,058
     Furniture and fixtures                                          9,429            828           8,601           6,265
     Camera equipment                                                  823             14             809               -
                                                              -------------   ------------    ------------   ------------
                                                               $    29,928     $    2,015      $   27,913     $    10,323
     ====================================================================================================================
</TABLE>


6.   CAPITAL STOCK

     On April 6, 1999,  the Company  issued  5,600,000 and  3,960,000  shares of
     common stock under Rule 504 of Regulation D of the  Securities  Act of 1933
     for total proceeds of $5,600 and $39,600, respectively.

     On April 7, 1999,  the Company  issued 408,084 shares of common stock under
     Rule 504 of Regulation D of the  Securities  Act of 1933 for total proceeds
     of $204,042.

     On April 7, 2000,  the  Company  completed a private  placement  whereby it
     issued 590,400 units under Rule 506 of Regulation D and S of the Securities
     Act of 1933 at $1.25 per unit for total  proceeds  of  $738,000.  Each unit
     consists  of one  share of  common  stock  and one  non-transferable  share
     purchase warrant. Each warrant entitles the holder to purchase one share of
     common  stock of the  Company at a price of $1.625 per common  share  until
     April 7, 2001.

     Common shares

     The common shares of the Company are of the same class,  voting and entitle
     shareholders  to  dividends.  Upon  liquidation,  dissolution  or  wind-up,
     shareholders are entitled to the residual  business proceeds of the Company
     after all of its debts, obligations and liabilities are settled.

     Additional paid-in capital

     The excess of proceeds  received for common  shares over their par value of
     $0.001, less share issue costs, is credited to additional paid in capital.

     Escrow shares

     Included in issued capital stock as at April 30, 2000, are 1,980,000 common
     shares held in escrow pursuant to a pooling  agreement dated April 6, 1999.
     Under the terms of the agreement,  330,000 shares of common stock are being
     released from escrow monthly.

7.   WARRANTS

     As at April 30, 2000,  the Company has 590,400  warrants  outstanding  Each
     warrant  entitles  the holder to purchase  one share of common stock of the
     Company at $1.625 per common share until April 7, 2001.




                                       8
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================


8.   STOCK OPTIONS

     As at April 30, 2000, the following stock options were outstanding:

     ===========================================================================

                   Number            Exercise
                of Shares               Price                   Expiry Date
     ---------------------------------------------------------------------------

                1,000,000             $  0.10                   May 5, 2005
                1,000,000                0.25                   May 5, 2005
                  350,000                1.00                   April 5, 2010
     ===========================================================================


9.   STOCK-BASED COMPENSATION

     On May 1, 1999  pursuant to  Consulting  Agreements,  the  Company  granted
     options to directors  and  employees  to acquire up to 1,000,000  shares of
     common stock of the Company at an exercise  price of $0.10 per share and up
     to 1,000,000  shares of common stock of the Company at an exercise price of
     $0.25 per share.

     On April 5, 2000,  pursuant to its Stock Option Plan,  the Company  granted
     options to a director and an employee to acquire  350,000  shares of common
     stock of the Company at an exercise price of $1.00 per share.

     The Company's stock Option Plan has reserved 1,500,000 common shares of its
     unissued  share capital for  officers,  employees  and  consultants  of the
     Company.  To date,  350,000  options have been granted under the plan.  The
     plan provides for vesting of options granted  pro-rata over four years from
     the date of grant.

     The exercise price of options granted under the plan will be as follows:

          i)   not less than the fair market  value per common share at the date
               of grant.
          ii)  not less than 110% of the fair market  value per common  share at
               the date of grant for  options  granted  to  shareholders  owning
               greater than 10% of the Company.

     Options granted under the plan will expire the earlier of:

          i)   ten years from the date of grant.
          ii)  five  years  from  the  date of  grant  for  options  granted  to
               shareholders owning greater than 10% of the Company.
          iii) the  termination  of the  officer, employee or  consultants  upon
               cause.
          iv)  three months after the  termination  of the officer,  employee or
               consultant other than by cause, death or disability.
          v)   one year after the date of termination  of the officer,  employee
               or consultant due to death or disability.




                                        9
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================



9.   STOCK-BASED COMPENSATION (cont'd ...)

     Following is a summary of stock option activity:

<TABLE>
     ====================================================================================================================
                                                                                                                Weighted
                                                                                                                 Average
                                                                                                  Number        Exercise
                                                                                               Of Shares           Price
     --------------------------------------------------------------------------------------------------------------------
     <S>                                                                                     <C>             <C>
     Outstanding, February 4, 1999                                                                    -        $       -
     Granted                                                                                   2,000,000            0.17
                                                                                             ------------    ------------
     Outstanding, January 31, 2000                                                             2,000,000            0.17
     Granted                                                                                     350,000            1.00
                                                                                             ------------    ------------
     Outstanding, April 30, 2000                                                               2,350,000       $    0.30
                                                                                             ============    ============
     Weighted average fair value of options granted during the period                                  $ Nil
     ====================================================================================================================
</TABLE>


     The  weighted  average  fair value of  options  granted  to  directors  and
     employees during the period ended April 30, 2000 was $1.12 per share.


     Following  is a summary of the status of options  outstanding  at April 30,
     2000:

<TABLE>
     ====================================================================================================================
                            Outstanding Options                                            Exercisable Options
     ------------------------------------------------------------------          ----------------------------------------
                                 Weighed Average
                                       Remaining              Exercise                                          Exercise
                    Number      Contractual Life                 Price                        Number               Price
     --------------------------------------------------------------------------------------------------------------------
                <S>             <C>                         <C>                         <C>                    <C>
                 2,000,000          5.0 years                 $ 0.17                     2,000,000             $  0.17
                   350,000          4.9 years                   1.00                       350,000                1.00
     ====================================================================================================================
</TABLE>

     Compensation

     The  Company  applies  Accounting   Principles  Board  Opinion  No.  25  in
     accounting  for its stock  option plan which  follows the  intrinsic  value
     based method for accounting for compensation resulting from the granting of
     options.  Had compensation  cost been recognized on the basis of fair value
     pursuant to Statement of Financial  Accounting  Standards No. 123, net loss
     and loss per share would have been adjusted as follows:




                                       10
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================


9.   STOCK-BASED COMPENSATION (cont'd ...)

<TABLE>
                                                         Cumulative
                                                            Amounts
                                                               From                      Period From
                                                        February 4,     Three Month      February 4,
                                                               1999    Period Ended          1999 to
                                                       to April 30,       April 30,        April 30,
                                                               2000            2000             1999
-----------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>               <C>
Net loss
  As reported                                            $   (390,263)    $  (119,814)      $  (16,606)
  Pro forma                                                         -        (130,441)         (16,606)

Basic and diluted loss per share
  As reported                                                           $     (0.01)      $    (0.01)
  Pro forma                                                             $     (0.01)      $    (0.01)
</TABLE>

     The fair value of each option granted is estimated  using the Black Scholes
     option pricing model. The assumptions used in calculating fair value are as
     follows:

     The assumptions used in calculating fair value are as follows:

     ==========================================================================
                                                          2000            1999
     --------------------------------------------------------------------------
     Risk-free interest rate                             6.58%             -
     Expected life of options                          2 years             -
     Expected volatility                                0.864%             -
     Expected dividend yield                              0.0%             -
     ==========================================================================


10.  RELATED PARTY TRANSACTIONS

     During the period  ended  April 30,  2000,  the  Company  entered  into the
     following transactions with related parties:

     a)   The Company paid consulting fees of $20,000 to the president,  $10,000
          to a director of the  Company and $18,000 to a former  director of the
          Company.

     b)   The Company paid $Nil (April 30, 1999 - $2,800) in management  fees to
          the president of the Company.

     Included  in  accounts  payable is an amount of $Nil  (January  31,  2000 -
     $18,000) due to a director of the Company.




                                       11
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
APRIL 30, 2000
================================================================================


11.  COMMITMENTS

     a)   The Company  entered into  Consulting  Agreements  with  directors and
          employees of the  Company,  effective  May 1, 1999,  for terms of five
          years.  The agreements call for consulting  fees totalling  $9,000 per
          month to be paid.  Monthly  hours worked by the directors or employees
          in excess of the base hourly  commitments  in the  agreements  will be
          paid at a rate of $100 per hour.

          On  April  7,  2000,  the  Company  terminated  one of the  Consulting
          Agreements,  described  above,  with a director  of the  Company.  The
          agreement  called for consulting fees totalling $2,000 per month to be
          paid.

     b)   The Company has stock option plans as disclosed in Note 8.

     c)   The  Company  is  committed  to  future  minimum  lease  payments  for
          operating leases for premises and office equipment of:

             Year ended January 31, 2001                      $       20,365
             Year ended January 31, 2002                               1,485
                                                              --------------
                                                              $       21,850


12.  SUPPLEMENTAL  DISCLOSURE  FOR NON-CASH  OPERATING,  FINANCING AND INVESTING
     ACTIVITIES

     There were no significant non-cash  transactions for the period ended April
     30, 2000.

     The  significant  non-cash  transaction for the period ended April 30, 1999
     consisted of the Company issuing  5,500,000  common shares in the amount of
     $5,500 in exchange for a stock subscription receivable.

13.  INCOME TAXES

     The Company's total deferred tax asset is as follows:

<TABLE>
        ==============================================================================================
                                                                            April 30,     January 31,
                                                                                 2000            2000
        ----------------------------------------------------------------------------------------------
        <S>                                                             <C>              <C>
        Tax benefits of net operating loss carryforward                  $    148,300     $   101,586
        Valuation allowance                                                  (148,300)       (101,586)
                                                                         -------------    ------------
                                                                         $          -      $        -
        ==============================================================================================
</TABLE>

     The  Company  has  a  net  operating  loss  carryforward  of  approximately
     $390,263.  The valuation  allowance increased from $101,586 to $148,300 for
     the period ended April 30, 2000 since the realization of the operating loss
     carryforwards  are doubtful.  It is reasonably  possible that the Company's
     estimate  of the  valuation  allowance  will  change.  The  operating  loss
     carryforwards will expire in the 2007 and 2008 fiscal years.




                                       12
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS


Except  for  disclosures  that  report the  Company's  historical  results,  the
statements set forth in this section contain forward-looking  statements.  Words
or phrases  "will likely  result",  "are  expected  to",  "will  continue",  "is
anticipated",  "estimate",  "project or projected",  or similar  expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995 (the Reform Act).

Actual results could differ  materially form those projected in  forward-looking
statements.  Additional  information and factors that could cause actual results
to differ materially from those in the forward-looking  statements are set forth
in this Form 10-QSB, and in the section entitled "Risk Factors" in the Company's
Annual  Report  on  Form  10-KSB  on  file  with  the  Securities  and  Exchange
Commission.  The Company desires to take advantage of certain  provisions in the
Private  Securities  Litigation  Reform Act of 1995, which provide a safe harbor
for forward-looking  statements made by or on behalf of the Company. The Company
hereby cautions  stockholders,  prospective  investors in the Company, and other
readers to not place undue reliance on these forward-looking  statements,  which
can only address known events as of the date of this report.

General Overview

Kidstoysplus.com,  Inc.  (the  "Company,"  "we"  or  "us"),  was  organized  and
incorporated  under  the laws of the State of Nevada on  February  4,  1999.  We
developed and operate a retail website on the Internet specializing in marketing
children's products,  including children's toys, collectable toy items and hobby
related  products.  In the future, we may offer books,  music,  story line CD's,
audio-tapes, movies, video games and educational products on our website.

The following discussion and analysis explains our results of operations for the
three  month  fiscal  quarter  from  February  1, 2000 to April 30, 2000 and our
financial condition.  You should review our discussion and analysis of financial
condition in conjunction with our financial statements and the related notes, as
well as statements detailed in the Company's  Securities and Exchange Commission
filings.

Results of Operations

     Fiscal Quarter Ended April 30, 2000

Revenues.  We  unofficially  launched our website during the quarter ended April
30, 2000. As of April 30, 2000, we had approximately 50 to 70 items in stock and
posted for sale on our website.  We  anticipate  we will  officially  launch our
website on on before June 30,  2000.  We  anticipate  that we will  increase our
inventory  to  approximately  900 to 1,200 items when we  officially  launch our
site.  During our fiscal  quarter ending April 30, 2000, we did not generate any
significant  revenues from our operations.  We had interest income in the amount
of $2,107.

Expenses.  During our fiscal  quarter  ended April 30, 2000,  we incurred  total
expenses  of  $121,921   related   primarily  to:  (i)  developing  our  website
technologies,  (ii)  establishing our warehouse and service center in Courtenay,
British  Columbia,  Canada,  (iii) hiring staff and (iv)  purchasing our opening
inventory.  During the fiscal quarter,  we paid consulting fees in the amount of
$69,939,  which  included  fees paid to: (i) Reticular  Consulting,  our website
developer,  (ii) Axel Miedbrodt our Operations  Manager,  (iii) Ian Martinovsky,
our corporate  communications  consultant,  (iv) fees paid to a data entry clerk
and two internal programmers,  (v) fees paid to Albert R. Timcke, our President,
(vi) fees paid to Gerry Williams (an external consultant) and (vii) fees paid to
Mr. Brian Doutaz, a former  director,  who resigned April 7, 2000. We paid legal
and  accounting  fees of $4,304 during the fiscal  quarter ending April 30, 2000
related to the




                                       13
<PAGE>

preparation of our filings with the Securities and Exchange Commission and other
legal and  accounting  matters.  We incurred other  expenses  including:  travel
expenses  of $7,655,  telephone  expenses  of $4,036,  rent  expenses of $6,041,
investor relations  expenses of $8,750,  entertainment and promotion expenses of
$4,038 and office and  miscellaneous  expenses  of  $13,878.  During the quarter
ended  April 30,  2000,  we paid Mr.  Brian  Doutaz's  office  charges for 1999.
Several of the  expenses  related to  establishing  our  warehouse  and  service
facilities and filing fees are non-reoccurring expenses. We anticipate, however,
that our operating and  administrative  expenses will increase during the second
quarter and third  quarter of our fiscal year 2000 as we  officially  launch our
website and hire additional personnel for our operations.

Net Loss.  We had a loss of $119,814 for the fiscal period ended April 30, 2000.

Plan of Operation

During our fiscal  quarter  ended April 30, 2000,  we  experienced  delay in the
development of our website  technologies  and experienced a delay in our attempt
to  officially  launch  the  website.  We  successfully  closed a portion of the
private  placement that the Company planned in April of 2000, for gross proceeds
of $ 738,000.

We entered into  arrangements to participate in the affiliate  programs of other
Internet toy retailers such as Amazon.com,  eToys and eHobbies.  We believe that
this will allow us to supplement our inventory and will allow us to commercially
launch our  website  to the public on or before  June 30,  2000.  The  affiliate
programs of Amazon.com, eToys and eHobbies pay us a transaction fee based on the
purchases orginated from our website.

After the official  launch of our website,  we intend to focus on (i) recruiting
and (ii) training additional  qualified  operational and sales personnel;  (iii)
intensifying  promotional  efforts  for the  Kidstoysplus.com  Website and brand
name;   (iv)  building  market   awareness  and  attracting   customers  to  the
Kidstoysplus.com   website;   (v)  refining  our  distribution  and  fulfillment
operations   strategy;   (vi)  actively   marketing   merchandise   through  our
Kidstoysplus.com  website;  (vii) expanding the product line and mix of products
available  on  the   Kidstoysplus.com   website;   (viii)  developing  strategic
relationships with additional fulfillment vendors; (ix) expanding the content on
the Kidstoysplus.com website to appeal to our target markets; and (x) developing
functional cross marketing  programs and marketing  information  systems for our
client base.

Capital Requirements

We anticipate  our  operating  budget to implement our business plan and to meet
our financial obligations during the remainder of our fiscal year ending January
31, 2001, will be as follows:






                                       14
<PAGE>


<TABLE>
                                                                          PERIOD
                                                                   Fiscal Quarter Ended
                                               ------------------- -------------------- ------------------
                 DESCRIPTION                        July 31,           October 30,          January 31,
                                                      2000                2000                 2001
                                               ------------------- -------------------- ------------------
<S>                                                  <C>                <C>                 <C>
Accounting and legal expenses.                       $5,000             $15,000             $10,000
Office and administration                           $20,000             $40,000             $20,000
Website design and posting                          $10,000             $20,000             $20,000
Web maintenance and software upgrades                   Nil                 Nil                 Nil
Warehouse and office facilities                      $2,000              $5,000              $5,000
Company marketing expense                               Nil            $100,000             $20,000
Selective product inventory for                     $50,000            $100,000             $20,000
 beginning Inv. 2000
Working capital                                     $10,000             $20,000             $30,000
                                               ------------------- -------------------- ------------------
Totals                                              $97,000            $300,000            $125,000
</TABLE>


Liquidity and Capital Resources

As of April 30, 2000, we had working  capital on hand in the amount of $495,266.
We had cash or cash equivalents of $489,590 and prepaid expenses and deposits in
the amount of $8,163.  We had accounts  payable and accrued  liabilities  in the
amount of $13,405.

We  anticipate  that our  working  capital is  sufficient  to  satisfy  our cash
requirements  through  January 31, 2001.  We  anticipate  we will be required to
raise  financing  towards  the  fall of 2000 to  allow  the  Company  to  expand
operations  early in 2001.  We  anticipate  that we will be required to raise at
least $500,000 during fiscal year 2000 to meet our anticipated cash requirements
related to the possible  expansion to Company  operations  selling  merchandise,
including acquiring inventory,  marketing expenses,  hiring additional personnel
and refining our website and distribution center technologies.

We closed a private  placement of $738,000 during the fiscal quarter ended April
30, 2000. The private placement consisted of a sale of our Units, each such Unit
consisting  of  common  stock  and  a  nontransferable  stock  purchase  warrant
exercisable to acquire one share of our common stock. We are attempting to raise
additional  capital by closing  the total  portion  of Units  available  in this
private placement.  We cannot assure we will successfully  complete such private
placement in a timely manner, if at all.

We believe our  estimates  of our capital  requirements  to be  reasonable.  The
capital  requirements  are only  estimates  and can  change  for many  different
reasons,  some of which are  beyond  our  control.  We are a  development  stage
company  and are in the  process of  finalizing  the design of our  website  and
completing the development of our warehouse and customer  service  facility.  We
began  testing  our website in  mid-November  1999 and  anticipate  that we will
commercially  launch our website to the public  beginning  on or before June 30,
2000. Reticular Consulting and our internal company programmers are currently in
the process of  refining  our website  and  internal  operating  systems for our
anticipated  launch.  We are in the process of finalizing  our product lines and
making arrangements to purchase inventory. We are also exploring the possibility
of  obtaining a credit  facility  and/or  manufacturer/distributor  financing to
acquire inventory.




                                       15
<PAGE>

We cannot assure you that we will be able to obtain financing,  a line of credit
or manufacturer/distributor financing in a timely manner or on acceptable terms,
if at all. If we are unable to obtain financing to purchase inventory, we intend
to launch our website and offer the products of other Internet retailers through
their affiliate programs.  There is a substantial risk that such a strategy will
adversely  affect our ability to build value in our  "Kidstoysplus"  brand name,
which may have an  adverse  affect on our  business  and our  ability to compete
effectively.  We cannot assure you that we will successful launch our website or
that  we  will  ever  be  able  to  successfully  compete  against  estiablished
competitors.

Product Research and Development

Reticular   Consulting  of  Victoria,   British   Columbia  along  with  company
programmers are developing our Kidstoysplus.com  website. Under the terms of our
agreement with Reticular  Consulting,  we pay Reticular a hourly consulting fee.
We also  anticipate  that we will  spend  approximately  $25,000  -  $50,000  to
complete  development  of our customer  service and support  systems,  inventory
control systems,  distribution and logistical  facilitation systems,  accounting
systems and other internal control systems.

The cost for  developing  technology  is expensive  and the process will require
testing and  refinement.  Our  commercial  success will depend on our ability to
attract visitors and shoppers to our Kidstoysplus.com website. This will require
us to develop and use increasing sophisticated technologies to generate, sustain
and maintain user interest and satisfaction. See "Note Regarding Forward Looking
Statements."

We cannot assure you that we will successfully  complete development and testing
of the  technologies  related to our website or our internal systems on a timely
basis, if at all.

Our Distribution Center and Customer Service Center

We leased a distribution and warehouse and a corporate  office/customer  service
facility in Courtenay on Vancouver Island,  British  Columbia.  Our distribution
facility is approximately  7,200 square feet,  including  office,  warehouse and
delivery space for our distribution  operations.  Our corporate  office/customer
service  facility  is  approximately   3,200  square  feet.  The  rent  for  our
distribution  facility  is  approximately  $1,100 per month and the rent for our
corporate  office/customer  service facility is approximately $700 per month. We
anticipate  that we will spend  approximately  $60,000  during  the next  twelve
months improving our distribution and customer service facilities.

We also intend to acquire additional  computer systems and to develop or license
system software to support our  distribution  and warehouse and customer service
facility.  We  anticipate  that the cost of such  equipment  and systems will be
approximately $15,000 - $20,000 during the next twelve months.

Personnel

As of April 30, 2000, we had 7 full time personnel. Albert R. Timcke, a director
and  our  President,   assist  with  strategic  corporate  planning,   financing
activities  and product  research and  development.  Axel  Miedbrodt is our Vice
President of Operations and has been  establishing our distribution and customer
service facilities.  Ian Martinovsky  assists with our corporate  communications
and marketing,  Marcow Miedbrodt and Parminder Kaila as website  programmers and
Caroline  Miskenack  as  respection  and data entry.  Trish  Reader of Reticular
Consulting  is a consultant  that is designing our website and assisting us with
developing  our internal  distribution  and customer  service  systems.  For the
fiscal  quarter  ended April 30, 2000,  we also had two  part-time  consultants,
Brian C. Doutaz,  a former  director and Gerald W. Williams,  who assist us with
general administrative management and marketing functions. On April 7, 2000, Mr.
Doutaz  resigned as a director  and officer of the Company and no longer has any
formal  involvement  with  us.  In the near  future,  we may  engage  additional
consultants  to assist us with the  development  or  licensing  of software  and
information systems and the implementation of our business plan.

For the fiscal year 2000, we anticipate that we will employ  additional staff to
provide 1-800 consumer support services and to staff our distribution  warehouse
and to provide assist us with administration functions as the Company expands.




                                       16
<PAGE>

Our  success  will  depend in large part on our  ability  to attract  and retain
skilled and  experienced  employees.  We do not  anticipate any of our employees
will be covered by a collective bargaining agreement. We do not maintain key man
life insurance on any of our directors or executive officers.

Inflation

Our results of operations  have not been  affected by inflation  and  management
does not expect inflation to have a significant  effect on our operations in the
future.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

          None.

ITEM 2.  CHANGES IN SECURITIES

          None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

          None.

ITEM 5.  OTHER INFORMATION

          None.

ITEM 6.  EXHIBITS AND REPORTS ON FROM 8-K

          None.







                                       17
<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 thereto duly authorized.

KIDSTOYSPLUS.COM, INC.
----------------------
(Registrant)



Date: June 13, 2000



/s/ Albert R. Timcke
------------------------------
Albert R. Timcke, Chairman of the
Board of Directors, President, Secretary
(principal executive officer and director,
principal accounting officer)