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

                                   FORM 10-QSB
                                 Amendment No. 1

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

                         For the Quarterly Period Ended

                                  July 31, 1999


                         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)


                               (250) 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 September 30, 1999
                                   9,968,084




<PAGE>


                             KIDSTOYSPLUS.COM, INC.
                              For the Quarter Ended
                                  July 31, 1999
                              INDEX TO FORM 10-QSB

<TABLE>

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

Item 1. Financial Statements:

        Balance Sheets:
         - July 31, 1999 and April 30, 1999..............................................................1

         Statements of Operations:
         - For the Three Months Ended July 31, 1999 and
           Period February 4, 1999 to July 31, 1999......................................................2

         Statement of Changes in Stockholders' Equity
         - July 31, 1999.................................................................................3

         Statements of Cash Flow:
          - For the Three Months Ended July 31, 1999 and
           Period February 4, 1999 to July 31, 1999......................................................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

ITEM 1.   LEGAL PROCEEDINGS.............................................................................17

ITEM 2.   CHANGES IN SECURITIES.........................................................................17

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES...............................................................17

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.............................................17

ITEM 5.   OTHER INFORMATION.............................................................................17

ITEM 6.   EXHIBITS AND REPORTS ON FROM 8-K..............................................................17

</TABLE>





                                      -i-
<PAGE>


ITEM 1. FINANCIAL STATEMENTS:

                             KIDSTOYSPLUS.COM, INC.
                          (A Development Stage Company)


                              FINANCIAL STATEMENTS
                      (Unaudited - Prepared by Management)
                            (Expressed in US dollars)

                                  JULY 31, 1999


<PAGE>


KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
BALANCE SHEET
(Expressed in US dollars)
(Unaudited - Prepared by Management)
================================================================================



<TABLE>
                                                                                                     (Audited)
                                                                                      July 31,       April 30,
                                                                                          1999            1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>
ASSETS

Current
    Cash and cash equivalents                                                    $     187,686  $      221,924
    Prepaid expenses                                                                    10,000           8,312
                                                                                 -----------------------------
                                                                                 $     197,686  $      230,236
===============================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Accounts payable and accrued liabilities                                     $      22,278  $        2,000
    Due to related party                                                                   -             1,100
                                                                                 -----------------------------
                                                                                        22,278           3,100
                                                                                 -----------------------------
Stockholders' equity Capital stock (Note 5)
       Authorized
            25,000,000  Common shares with a par value of $0.001
       Issued
             9,968,084  Common shares                                                    9,968           9,968
    Additional paid-in capital                                                         239,274         239,274
    Stock subscriptions receivable (Note 7)                                             (5,500)         (5,500)
    Deficit, accumulated during the development stage                                  (68,334)        (16,606)
                                                                                 -----------------------------
                                                                                       175,408         227,136

                                                                                 $     197,686  $      230,236
===============================================================================================================

</TABLE>


History and organization of the Company (Note 1)

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)
STATEMENT OF OPERATIONS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
================================================================================



<TABLE>
                                                                                   Three Month      Period from
                                                                                        Period      February 4,
                                                                                         Ended          1999 to
                                                                                 July 31, 1999    July 31, 1999
  --------------------------------------------------------------------------------------------- ----------------
<S>                                                                             <C>               <C>
  INTEREST INCOME                                                               $        1,951    $       2,506
                                                                                --------------    --------------

  EXPENSES
      Consulting fees                                                                   30,177           36,277
      Legal and accounting                                                              15,136           19,060
      Management fees                                                                        -            2,800
      Meals and entertainment                                                              714              714
      Office and miscellaneous                                                           2,561            5,631
      Printing                                                                           2,128            2,128
      Rent                                                                                   -              500
      Telephone                                                                            544            1,311
      Travel and related                                                                 2,399            2,399
                                                                                --------------    --------------
                                                                                        53,679           70,840
                                                                                --------------    --------------

  Loss for the period                                                           $      (51,728)   $     (68,334)
  =============================================================================================   ================

  Basic and fully diluted loss per share                                        $        (0.01)   $       (0.01)
  =============================================================================================   ================

  Weighted average shares outstanding                                                9,968,084        7,455,201
  =============================================================================================   ================

</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 US dollars)
(Unaudited - Prepared by Management)
================================================================================


<TABLE>
============================================================================================================================
                                                                                                    Deficit,
                                 Common Shares Issued                                  Stock     Accumulated
                            ------------------------------         Additional           Sub-      During the
                                                                      Paid in     scriptions     Development
                                   Number            Amount           Capital     Receivable           Stage           Total
----------------------------------------------------------------------------------------------------------------------------
<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                     -                -                  -              -        (68,334)         (68,334)
                            --------------  --------------     --------------  -------------  --------------  --------------

Balance, July 31,1999           9,968,084      $     9,968        $   239,274      $  (5,500)     $ (68,334)      $  175,408

============================================================================================================================
</TABLE>




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



                                      -3-
<PAGE>


KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
PERIOD FROM INCORPORATION ON FEBRUARY 4, 1999 TO JULY 31, 1999
================================================================================



<TABLE>

<S>                                                                                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                                   $      (68,334)

    Changes in other operating assets and liabilities
       Increase in prepaid expenses                                                              (10,000)
       Increase in accounts payable and accrued liabilities                                       22,278
                                                                                          --------------
                                                                                                  22,278

    Net cash used in operating activities                                                        (56,056)
                                                                                          ---------------


CASH FLOWS FROM FINANCING ACTIVITIES
    Capital stock issued for cash                                                                243,742


Cash and cash equivalents, end of period                                                  $      187,686
=========================================================================================================


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 9).






   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 US dollars)
(Unaudited - Prepared by Management)
JULY 31, 1999
================================================================================


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 currently has no operations and, in accordance
     with SFAS #7, is considered a development stage company.

     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 period  ended April 30, 1999.
     The results of operations of the period from  incorporation  on February 4,
     1999 to July 31, 1999 are not  necessarily  indicative of the results to be
     expected for the year ending January 31, 2000.

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 a private placement.

     ---------------------------------------------------------------------------
                                                                       July 31,
                                                                           1999
     ---------------------------------------------------------------------------
     Deficit accumulated during the development stage               $   (68,334)
     Working capital surplus                                            175,408
     ===========================================================================


3.   SIGNIFICANT ACCOUNTING POLICIES

     Cash and cash equivalents

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

     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.

     Fiscal year-end

     The fiscal year end of the Company is January 31.



                                      -5-
<PAGE>


KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
JULY 31, 1999
================================================================================


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

     Stock-based compensation

     FASB  Statement  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.

     Income taxes

     Income  taxes are  provided  in  accordance  with  Statement  of  Financial
     Accounting Standards No. 109 ("SFAS 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.

     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

     Statement   of  Financial   Accounting   Standards   No.  130,   "Reporting
     Comprehensive  Income", is effective for years beginning after December 15,
     1997.  The primary  objective of this statement is to report and disclose a
     measure ("Comprehensive Income") of all changes in equity of a company that
     result from transactions and other economic events of the period other than
     transactions  with  owners.  The  Company  does  not  anticipate  that  the
     statement will have significant impact on its future financial statements.

     Disclosure about segments of an enterprise and related information

     Statement of Financial  Accounting  Standards  No. 131,  "Disclosure  About
     Segments of an Enterprise and Related Information",  is effective for years
     beginning  after  December 15,  1997.  This  statement  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.  The Company does not anticipate that the adoption
     of the statement will have a significant impact on its financial statements
     other than potentially providing more financial statement disclosures.



                                      -6-
<PAGE>


KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
JULY 31, 1999
================================================================================


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

     Employer's disclosures about pensions and other post-retirement benefits

     Statement of Financial  Standards No. 132,  "Employers'  Disclosures  About
     Pensions and Other  Postretirement  Benefits,"  standardizes the disclosure
     requirements for pensions and other postretirement benefits. This statement
     requires additional  information on changes in benefit obligations and fair
     values of plan assets.  It revises  prior  standards  and is effective  for
     years  beginning  after  December  15,  1997.  Because the Company does not
     currently  have any  significant  employee  benefit  plans nor  intends  to
     initiate  any in the  near-term,  there  should  not  be an  impact  on its
     financial statements.

     Accounting for derivative instruments and hedging activities

     In June 1998, the Financial Accounting standards Board issued Statements of
     Financial   Accounting   Standards  No.  133   "Accounting  for  Derivative
     Instruments  and  Hedging   Activities"   ("SFAS  133")  which  establishes
     accounting  an  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. 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

     In April 1998,  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.  SOP 98-5 is
     effective for fiscal years  beginning  after December 15, 1998 with initial
     adoption  reported  as the  cumulative  effect  of a change  in  accounting
     principle.  The  Company  does  not  anticipate  that the  adoption  of the
     statement will have a significant impact on its financial statements.

     Foreign currency translation

     The Company accounts for foreign  currency  transactions and translation of
     foreign  currency   financial   statements  under  Statement  of  Financial
     Accounting  Standards No. 52, "Foreign Currency  Translation"  ("SFAS 52").
     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

     Loss per share is based on the  weighted  average  number of common  shares
     outstanding during the period.




                                      -7-
<PAGE>


KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
JULY 31, 1999
================================================================================


4.   FINANCIAL INSTRUMENTS

     The Company's  financial  instruments consist of cash and cash equivalents,
     accounts payable and accrued  liabilities and due to related party.  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.


5.   CAPITAL STOCK

     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 are 3,960,000 common shares held in escrow
     pursuant to a pooling agreement.  Under the terms of the agreement,  shares
     will be released from escrow as follows:

          i)   25% of the shares on October 6, 1999.
          ii)  the remaining shares pro-rata over nine months,  starting October
               6, 1999.

     Stock options

     Pursuant  to  Consulting  Agreements  effective  May 1, 1999,  the  Company
     granted  options to  directors  and  employees  to acquire up to  1,000,000
     common  shares at an exercise  price of $0.10 per share and up to 1,000,000
     common shares at an exercise  price of $0.25 per share.  The options expire
     the earlier of:

          i)   May 15, 2005.
          ii)  thirty days after the  termination of the consultant  (except for
               death or disability).
          iii) one year  after  termination  of the  consultant  due to death or
               disability.


     Effective  May 19,  1999,  the  Company  approved a Stock  Option  Plan for
     officers,  employees  and  consultants  of the  Company.  The  Company  has
     reserved  1,500,000  common  shares of its unissued  share capital for this
     plan.  No 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.



                                      -8-
<PAGE>


KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
JULY 31, 1999
================================================================================


5.   CAPITAL STOCK (cont'd.....)

     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.
          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.


6.   STOCK-BASED COMPENSATION

     On May 1, 1999,  options to acquire  1,000,000 common shares of the Company
     exercisable  at a price of $0.10  per  share and  1,000,000  common  shares
     exercisable  at $0.25 per share were granted to directors  and employees of
     the Company.  These options expire on May 15, 2005. The weighted fair value
     of these options was $ Nil.

     The following is a summary of the stock options during the period:

     --------------------------------------------------------------------------
                                                                       Weighted
                                                                        Average
                                                     Number            Exercise
                                                   of shares              Price
     --------------------------------------------------------------------------
     Granted during the period                     2,000,000         $    0.175
                                                   ---------         -----------

     Balance at July 31, 1999                      2,000,000         $   0.175
     ==========================================================================


     The following is a summary of the status of options outstanding at July 31,
     1999:

<TABLE>
=============================================================================================================
                         Outstanding  Options                                      Exercisable Options
                         --------------------                                      -------------------

                            Weighted Average
                                Remaining              Exercise                                Exercise
          Number            Contractual Life            Price                Number              Price
-------------------------------------------------------------------------------------------------------------
        <S>                  <C>                     <C>                  <C>                <C>
         1,000,000               5.8 years             $  0.10              1,000,000          $ 0.10
=============================================================================================================
         1,000,000               5.8 years             $  0.25              1,000,000          $ 0.25

</TABLE>




                                      -9-
<PAGE>



KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
JULY 31, 1999
================================================================================


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

     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.  There  was no  compensation  expense  incurred  based on  options
     granted.  Since the fair value of these options was $Nil upon granting, net
     loss and loss per share would not have been adjusted had compensation  cost
     been  recognized  on the  basis of fair  value  pursuant  to  Statement  of
     Financial  Accounting  Standards  No.  123.  The fair value or each  option
     granted is estimated on the grant date using the Black Scholes Model.

     The assumptions used in calculating fair value are as follows:

     ======================================================================
                                                                July 31,
                                                                   1999
     ----------------------------------------------------------------------

     Risk-free interest rate                                       7.0 %
     Expected life of options                                    6 years
     Expected volatility                                          0.001 %
     Expected dividend yield                                        0.0 %
     ======================================================================


7.   STOCK SUBSCRIPTIONS RECEIVABLE

     Pursuant to a Stock Subscription Agreement dated March 9, 1999, the Company
     issued 5,600,000  shares for proceeds of $5,600.  As at July 31, 1999, $100
     of the proceeds have been  received.  The remaining  $5,500 is due from the
     president of the Company.


8.   RELATED PARTY TRANSACTION

     The Company paid $2,800 in management  fees and $15,000 in consulting  fees
     to a director of the Company and  accrued  $6,000 in  consulting  fees to a
     director of the Company during the period.


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

     The significant  non-cash  transactions  for the period ended July 31, 1999
     consisted of the Company issuing  5,500,000  common shares in the amount of
     $5,500 in exchange for a stock subscription receivable.





                                      -10-
<PAGE>


KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in US dollars)
(Unaudited - Prepared by Management)
JULY 31, 1999
================================================================================


10.  INCOME TAXES

     The Company's total deferred tax asset at July 31, 1999 is as follows:


     Tax benefits of net operating loss carryforward             $       25,967
     Valuation allowance                                                (25,967)
                                                                 --------------
                                                                 $           -
                                                                 ==============


     The Company has a net operating loss carryforward of approximately $68,334.
     The valuation  allowance increased to $25,967 for the period ended July 31,
     1999  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 2006 fiscal year.


12.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year. Date-sensitive systems may incorrectly
     recognize  the year 2000 as some  other  date,  resulting  in  errors.  The
     effects  of the Year 2000  Issue may be  experienced  before,  on, or after
     January  1, 2000 and,  if not  addressed,  the  impact  on  operations  and
     financial  reporting  may range from minor  errors to  significant  systems
     failure which could affect an entity's  ability to conduct normal  business
     operations.  It is not  possible to be certain that all aspects of the Year
     2000 Issue affecting the Company, including those related to the efforts of
     customers, suppliers, or other third parties, will be fully resolved.








                                      -11-
<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
Form 10-SB 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, that provided 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. was organized and incorporated under the laws of the State
of Nevada on February 04, 1999 and has not commenced operations of its business.
Kidstoysplus.com  was  organized to develop and operate a retail web site on the
Internet  specializing  in marketing  children's  products  that will  initially
include  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 web  site.  We  believe  that by
combining  expertise in children's  products,  Internet web site development and
marketing  and a  commitment  to excellent  customer  service  through  Internet
retailing, we will be able to deliver a unique shopping experience to consumers.

The following discussion and analysis explains our results of operations for the
three month interim  period from April 30, 1999 to July 31, 1999,  our financial
condition  and our plan of  operation  for the next  twelve  months.  You should
review our  discussion  and  analysis  of  financial  condition  and our plan of
operation in conjunction with our audited  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 July 31, 1999

We were  incorporated on February 4, 1999 and had no results of operations prior
to that date.

Revenues.  We  anticipate we will not commence our  operations  until the fiscal
quarter  ending  January 31, 2000. We generated no revenues from  operations the
fiscal  quarter  ended July 31, 1999.  We had  interest  income in the amount of
$1951.

Expenses.  We incurred  expenses of $53,679 related  primarily to developing our
web site  technologies and implementing our business plan,  including $30,177 in
consulting  fees paid to Reticular  Consulting  for  development of our web site
technologies  and to  Albert  R.  Timcke,  our  President.  We  paid  legal  and
accounting fees of $15,136 related to the audit of our financial  statements for
the period  from our  inception  in  February  4, 1999 to April 30, 1999 and the
preparation of our Form 10-SB filed with the Securities and Exchange Commission.
We incurred  other  expenses  of $8,346,  including  office  expenses of $2,561,
travel expenses of $2,399 printing expenses of $2,128 and miscellaneous expenses
of $1,258. We anticipate our



                                      -12-
<PAGE>


operating  and   administrative   expenses  will  increase  as  we  develop  our
Kidstoysplus.com Website and begin marketing our business.

Net Loss.  We had a loss of $51,728 for the fiscal period ended July 31, 1999.

Plan of Operation

We anticipate we will have no sales until at least  November 1999. We anticipate
our operating activities during the next few months will focus primarily on:

(i)       establishing  strategic  relationships with technology  developers and
          consultants, fulfillment vendors, toy manufacturers, merchandisers and
          distributors;

(ii)      development  of the  necessary  computer  infrastructure  and  systems
          required to operate and develop the Kidstoysplus.com Website;

(iii)     staffing and equipping our distribution facility;

(iv)      securing a server for the Kidstoysplus.com Website;

(v)       installing  internal system hardware and software for our distribution
          and customer service facilities;

(vi)      installing and equipping our customer service operations office;

(vii)     installing communications support systems;

(viii)    developing and establishing an inventory management system;

(ix)      developing operating and management procedures and policies;

(x)       testing  Kidstoysplus  internal  operating,  distribution and customer
          service systems;

(xi)      testing our web site software;

(xii)     developing or licensing content for the Kidstoysplus.com Website;

(xiii)    promoting the initial launch of our web site;

(xiv)     finalizing the Kidstoysplus virtual store concept; and

(xv)      hiring and training customer service and distribution personnel.


After  the  initial  test  launch  of our web  site,  we  intend to focus on (i)
debugging  its  systems;  (ii)  recruiting  and  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  it will need the  following  financing to implement our business
plan and to meet our  financial  obligations  through  our  fiscal  year  ending
January 31, 2000, and our next two fiscal quarters ending July 31, 2000.



                                      -13-
<PAGE>

<TABLE>
                                                                              PERIOD
                                                                              ------
                                                                       Fiscal Quarter Ended
                                                                       --------------------
                                                 October 31,         January 31,         April 30,          July 31,
DESCRIPTION                                         1999                2000               2000               2000
-----------                                      ----------          -----------        ----------         ----------
<S>                                              <C>                 <C>                <C>                <C>
Company set-up and legal exp.                    $  30,000           $  20,000

Office and administration                        $  25,000           $  30,000          $  40,000          $   40,000

Web site design and posting                      $ 100,000

Web maintenance and software upgrades                                $  75,000          $  30,000          $   30,000

Establish warehouse and office facilities        $  25,000           $  20,000          $  20,000          $   20,000

Company marketing expense - begin                                    $ 100,000          $ 100,000          $  300,000

Selective product inventory for                                      $ 100,000          $ 200,000          $  600,000
Christmas 1999 - Beginning Inv. 2000

Working capital                                  $  25,000           $ 100,000          $ 100,000          $  100,000

Totals                                           $ 205,000           $ 445,000          $ 490,000          $1,090,000
</TABLE>


Liquidity and Capital Resources

As of July 31, 1999,  we had working  capital of  $175,408.  We had cash or cash
equivalents  of $187,686 and prepaid  expenses in the amount of $10,000.  We had
accounts payable and accrued liabilities in the amount of $22,278. We anticipate
that our working  capital is  sufficient to satisfy our cash  requirements  only
through our fiscal  quarter  ending  January 31, 2000.  We anticipate we will be
required to raise addition  financing in the amount of approximately  $2,000,000
during the next three fiscal  quarters ending July 31, 2000 and to implement our
business plan and to meet our anticipated cash requirements.  We anticipate that
we will begin to raise  additional  capital  through  the private  placement  of
equity and/or debt during the fiscal  quarters ending January 31, 2000 and April
30, 2000. We are in the process of commencing a private  placement of our common
stock to raise up to $2.5  million at $1.25 per share.  We cannot  assure you 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 the process of designing our Kidstoysplus.com Website design and
establishing a warehouse  facility.  The cost for procuring a test inventory for
the 1999  Christmas  season will be  dependant  on our ability to purchase  such
inventory on acceptable  terms and our ability to enter into  arrangements  with
fulfillment    vendors.    We   may    seek    a    credit    facility    and/or
manufacturer/distributor  financing to secure adequate  inventory.  We currently
have no  arrangements  for such  procurement  or for  financing  to acquire  our
initial inventory, and there can be no assurance that we will successful acquire
a product line or financing on terms acceptable to us, if at all.

Product Research and Development

We have recently engaged Retricular Consulting of Victoria,  British Columbia to
develop our  Kidstoysplus.com  Website and anticipate that we will begin testing
our  Kidstoysplus.com  Website in the fiscal  quarter  ending  January 31, 2000.
Under the terms of our  agreement,  we agreed to pay Retricular a consulting fee
of $3,000 per month for the initial  planning  stage of the  development  of our
Kidstoysplus.com  Website.  We  anticipate  we  will  enter  into  a  definitive
development agreement in



                                      -14-
<PAGE>


October 1999 with Retricular to complete the development of our web site, and we
will need to spend approximately  $35,000 - $50,000 to complete  development and
successfully launch our web site into commercial use. We also anticipate we will
spend approximately  $75,000 - $100,000 to develop the technology related to 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 are in the  processing of developing the  technologies,  software and systems
for the Kidstoysplus.com  Website and we have not entered into any agreements or
arrangements  for the  development of the  technologies  related to our internal
control and  distribution  systems.  We do not anticipate that our  technologies
will be ready  for  testing  until  at  least  November  1999.  There  can be no
assurance that we will successfully develop and test the technologies related to
Kidstoysplus.com Website or contemplated in our business plan on a timely basis,
if at all.  Our  inability  to obtain  additional  financing  or to develop  the
Kidstoysplus.com Website and the support services prior to the end of 1999 would
have a materially adverse effect on our business and results of operations.

Acquisition  of Plant and  Equipment  for 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. We anticipate that the cost
of  acquiring,  finishing,  furnishing  and  equipping  our  facilities  will be
approximately   $60,000  during  the  next  twelve  months.  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 also intend to acquire  computer  systems and to develop  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.

Consultants and Employees

As of July 31, 1999, we engaged 3 consultants  to assist us in product  research
and  development  and  marketing  functions on a part- and full-time  basis.  We
intend to engage  additional  consultants to develop our internal  operating and
information systems.

We have hired one employee to manage our distribution facility, and in addition,
we  anticipate  that we will  hire 4  employees  during  1999 to  provide  1-800
consumer  support  services,  1 to providing  marketing and sales support,  2 to
staff  our  distribution   warehouse,  1  information  systems  employee  and  2
administration employees.

The  Company's  success  will depend in large part on our ability to attract and
retain skilled and experienced employees. The Company does not anticipate any of
our employees will be covered by a collective bargaining agreement.  The Company
does not  currently  have any key man life  insurance on any of our directors or
executive officers.

We have not entered into any agreements or arrangements  with respect to product
inventory,   distribution  facilities,   internal  systems  development,  server
systems, human resource, credit facilities and other related needs. There can be
no assurance that we will be able to enter such  agreements or  arrangements  on
acceptable terms, if at all. There can also be no assurance that we will be able
to develop our Kidstoysplus.com Website and our distribution systems in a timely
manner,  if at all,  or that the  Company's  projected  costs and timing of such
development will be accurate. Any material delay in entering into



                                      -15-
<PAGE>


arrangements or developing our Kidstoysplus.com  Website or distribution systems
will have a material  adverse  effect on the  Company's  business and results of
operations.

Year 2000 Compliance

The Year  2000  Issue  arises  with the  change  in  century  and the  potential
inability  of  information  systems  to  correctly  "rollover"  dates to the new
century.  To save on computer storage space, many systems were programmed with a
two-digit  century  (i.e.  December 31, 1999 would appear as 12/31/99)  assuming
that all years would be part of the 20th  century.  On January 1, 2000,  systems
with this  programming  will default to 01/01/1900  instead of  01/01/2000,  and
calculations  using or  reporting  the date will not be correct  and errors will
arise (the "Year 2000  Issue").  To  prevent  this from  occurring,  information
systems need to be updated to ensure they  recognize  dates during and after the
year 2000.

The potential exists that we are exposed to a risk that certain aspects of their
businesses will fail or suffer impairment as a result of internally  operated or
externally  contracted  hardware or software systems and services not being able
to  correctly  "rollover"  dates to the new  century.  The risk  stems  from our
reliance  on certain  hardware,  software  and  services  to carry out the daily
operation of our  proposed  businesses.  The  exposure may result from,  amongst
other  things,  the use of  computers,  general  software and servers for office
purposes and data  storage;  connections  to and use of the services of Internet
Service Providers and telephone companies for office purposes.

We have only been  developing  our  business  during the last 6 months.  We have
recently engaged Reticular Consulting to develop the technologies related to our
business and to outline the systems requirements of our Kidstoysplus.com Website
and our internal systems  requirements for our order processing  operations.  We
anticipate  that all of our  computer  and  software  systems  including  office
hardware,  administrative  general  software,  custom developed  special purpose
software,  servers and services of Internet Service  Providers will be year 2000
compliant. We intend to back up all of our financial data and company records on
year 2000 compliant systems and do not anticipate any substantial  disruption of
our internal operating systems as a result of the Year 2000 Issue.

We also depend on the year 2000 compliance of the computer  systems of our third
party vendors,  financial  service providers and Internet Service Providers that
make the Internet  functional.  We cannot  assure you that their  systems are or
will be year 2000  compliant,  and we are unable to assess the  magnitude of the
risks such  failures may have on our  business.  We are  requesting  information
related  to the  status of year  2000  compliance  from  potential  third  party
providers  of  inventory  and  services  to the company and will only enter into
arrangements  with third party vendors that  affirmatively  represent to us that
their systems are year 2000 compliant. However, we have not undertaken any other
measures to assure year 2000 compliance of our third party vendors and we cannot
assure you that such vendor systems will not experience  disruptions as a result
of the Year 2000 Issue.  Although we are relying  primarily on systems developed
with current  technology and on systems  designed to be year 2000 compliant,  we
may have to replace,  upgrade or  reprogram  certain  systems to ensure that all
interfacing technology will be year 2000 compliant when running jointly.

In the  event  that we  incur  expenses  associated  with  resolving  year  2000
compliance issues, we intend to expense the operating costs as they are incurred
and capitalize the capital costs as they are incurred. However, our purchases of
hardware and general and specific  purpose  software will be relatively  recent,
and the more expensive  hardware and general and specific software items that we
intend to purchase are generally  covered under warranties that will extend over
the rollover  period to January 1, 2000. As a result,  we do not expect to incur
any major operating or capital expenditures that would have a material impact on
our financial condition or results of operations.

We do not currently anticipate any disruption in our operations as the result of
the Year 2000 Issue. Any failure of our material systems,  our vendors' material
systems or the Internet to be year 2000  compliant  may have a material  adverse
effect on our business and results of operations.



                                      -16-
<PAGE>


In the worst case  scenario,  the  systems of our  third-party  vendors  and the
Internet will fail as a result of year 2000. If such worst case scenario occurs,
we anticipate we will offer our inventory though  traditional  physical channels
and a retail location  established at one distribution  center until systems are
re-established  for the Internet.  Such a material failure would have a material
adverse effect on our business.

In order to protect  against the  possibility of any material  disruption in our
operations  as the  result of the Year 2000  Issue we have  taken the  following
precautions:

-    developed,  initiated  and  maintained  procedures  that  ensure  that  the
     information  stored on the office  computer  hard drives are backed up on a
     regular basis and stored safely;
-    copies of the source code for the special  purpose  software are maintained
     in secure offsite locations by the developers of the software; and
-    implemented  a  policy  of  acquiring  name  brand  hardware  and  retained
     experienced consultants upon whose warranties we believe that we can rely.

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: October 26, 1999

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


Date: October 26, 1999

/s/ Brian C. Doutaz
---------------------------------------
Brian C. Doutaz, Treasurer (principal
accounting officer)





                                      -18-