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, 2001


                         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)



           2924 Ciffe Ave Courtenay, British Columbia, Canada V9N 2L7
              (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, 2001:
                                   11,130,884




<PAGE>


                             KIDSTOYSPLUS.COM, INC.
                              For the Quarter Ended
                                 April 30, 2001
                              INDEX TO FORM 10-QSB


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:
<TABLE>
                                                                                                        Page
<S>             <C>

        Balance Sheets:
        - January 31, 2001 and April 30, 2001............................................................1

        Statements of Operations:
        - For the Three Months Ended April 30, 2001......................................................2

        Statements of Cash Flow:
        - For the Three Months Ended April 30, 2001......................................................3

Notes to Financial Statements ...........................................................................4

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................................................6
</TABLE>

PART II - OTHER INFORMATION

ITEM 1... LEGAL PROCEEDINGS.

ITEM 2... CHANGES IN SECURITIES.

ITEM 3... DEFAULTS UPON SENIOR SECURITIES.

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

ITEM 5... OTHER INFORMATION.

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



<PAGE>


PART I -- FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS:



                             KIDSTOYSPLUS.COM, INC.
                              FINANCIAL STATEMENTS
                      (Expressed in United States Dollars)
                                   (Unaudited)
                                  APRIL 30, 2001


KIDSTOYSPLUS.COM, INC.
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
<TABLE>

==================================================================================================================
                                                                                         April 30,     January 31,
                                                                                              2001            2001
------------------------------------------------------------------------------------------------------------------

ASSETS
<S>                                                                                          <C>             <C>
Current
    Cash                                                                              $        138   $      24,451
    Receivables                                                                              5,697          13,572
    Inventory                                                                               81,771          72,489
    Prepaid expenses and deposits                                                            6,867           3,953
                                                                                     -------------  --------------

    Total current assets                                                                    94,473         114,465

Due from related parties (Note 3)                                                           48,082          47,850

Capital assets                                                                              23,046          23,044
                                                                                     -------------  --------------

Total assets                                                                          $    165,601   $     185,359
===================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Accounts payable and accrued liabilities                                          $    56,480    $     27,218
                                                                                     -------------  --------------

    Total current liabilities                                                               56,480          27,218
                                                                                     -------------  --------------

Stockholders' equity
    Common stock
       Authorized
         25,000,000  common shares with a par value of $0.001
       Issued and outstanding
         11,130,884  common shares (January 31, 2001 -11,130,884 common shares)             11,130          11,130
    Additional paid-in capital                                                             968,912         968,912
    Deficit                                                                                (49,020)              -
    Deficit accumulated during the development stage                                      (821,901)       (821,901)
                                                                                      -------------  --------------

    Total stockholders' equity                                                             109,121         158,141
                                                                                      -------------  --------------

Total liabilities and stockholders' equity                                            $    165,601   $     185,359
============================================================================================================================
</TABLE>

Subsequent event (Note 5)



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



                                       1
<PAGE>



KIDSTOYSPLUS.COM, INC.
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
=============================================================================================================
                                                                        Three Month      Three Month
                                                                       Period Ended     Period Ended
                                                                          April 30,        April 30,
                                                                               2001             2000
-------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                <C>

SALES                                                                  $     40,929       $       -

COST OF SALES                                                                23,366               -
                                                                      ---------------    --------------

GROSS MARGIN                                                                 17,563               -
                                                                      ---------------    --------------
EXPENSES
    Consulting fees and sub-contracts                                        27,734           69,939
    Depreciation                                                              2,246            1,188
    Entertainment and promotion                                                 272            4,038
    Equipment rental                                                            216              524
    Investor relations                                                        4,455            8,750
    Legal and accounting                                                      4,887            4,304
    Marketing and advertising                                                 5,353            1,130
    Office and administration                                                 5,215           13,878
    Rent                                                                      4,047            6,041
    Salaries and wages                                                        4,970                -
    Telephone and utilities                                                   3,865            4,036
    Transfer agent and filing fees                                              824              438
    Travel and automobile                                                       849            7,655
    Website design and maintenance                                            1,959               -
                                                                      ---------------   --------------
                                                                            (66,892)        (121,921)
                                                                      ---------------  ---------------

Loss before other item                                                      (49,329)        (121,921)

OTHER ITEM
    Interest income                                                             309            2,107
                                                                      ---------------  ---------------

Loss for the period                                                    $    (49,020)      $ (119,814)
==========================================================================================================

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

Weighted average number of shares of common stock outstanding            11,130,884       10,118,964
==========================================================================================================

</TABLE>


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



                                       2
<PAGE>



KIDSTOYSPLUS.COM, INC.
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
==================================================================================================================
                                                                                    Three Month      Three Month
                                                                                   Period Ended     Period Ended
                                                                                      April 30,        April 30,
                                                                                           2001             2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                           $    (49,020)     $  (119,814)
    Items not affecting cash:
       Depreciation                                                                      2,246            1,188

    Changes in other operating assets and liabilities:
       (Increase) decrease in receivables                                                7,875           (4,484)
       Increase in inventory                                                            (9,282)          (6,434)
       Increase in prepaid expenses and deposits                                        (2,914)            (146)
       Increase (decrease) in accounts payable and accrued liabilities                  29,262          (43,014)
                                                                                  ---------------  ---------------

    Net cash used in operating activities                                              (21,833)        (172,704)
                                                                                  ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital assets acquired                                                             (2,248)         (18,778)
    Due from related parties                                                              (232)              -
                                                                                  ---------------  ---------------

    Net cash used in investing activities                                               (2,480)         (18,778)
                                                                                  ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Common stock issued for cash                                                             -          738,000
    Share issuance costs                                                                     -          (73,800)
    Stock subscriptions received                                                             -            5,500
                                                                                 ---------------  ----------------

    Net cash provided by financing activities                                                -          669,700
                                                                                 ---------------  ----------------

Change in cash during the period                                                       (24,313)         478,218

Cash, beginning of period                                                               24,451           11,372
                                                                                 ---------------  ----------------

Cash, end of period                                                               $        138      $   489,590
==================================================================================================================

Cash paid during the period for interest                                          $          -      $         -
==================================================================================================================

Cash paid during the period for income taxes                                      $          -      $         -
==================================================================================================================
</TABLE>


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



                                       3
<PAGE>



KIDSTOYSPLUS.COM, INC.
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  Dollars)
(Unaudited) APRIL 30, 2001


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 was considered in the development stage until
     January 2001 at which time it ceased being a development stage company. The
     Company  operates  a  retail  website  on  the  internet   specializing  in
     children's toys and entertainment 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, 2001.
     The results of  operations  for the three month period ended April 30, 2001
     are not  necessarily  indicative of the results to be expected for the year
     ending January 31, 2002.

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.  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,
                                                                                          2001            2001
         ------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>             <C>

         Deficit                                                                  $    (49,020)   $         -
         Deficit accumulated during the development stage                             (821,901)      (821,901)
         Working capital                                                                37,993         87,247
         ======================================================================================================

3.       DUE FROM RELATED PARTIES

         ======================================================================================================
                                                                                     April 30,     January 31,
                                                                                          2001            2001
         ------------------------------------------------------------------------------------------------------

         Due from directors of the Company, unsecured, non-interest bearing with
         no fixed     terms of repayment                                         $      48,082    $    47,850
         ======================================================================================================
</TABLE>

4.   RELATED PARTY TRANSACTIONS

     During the three month  period ended April 30,  2001,  the Company  entered
     into the following transactions with related parties:

     a)   Paid  consulting  fees of $14,300 (2000 - $20,000) to the president of
          the Company.



                                       4
<PAGE>



KIDSTOYSPLUS.COM, INC.
NOTES  TO  THE  FINANCIAL  STATEMENTS
(Expressed  in  United  States  Dollars)
(Unaudited) APRIL 30, 2001




4.   RELATED PARTY TRANSACTIONS (cont'd...)

     b)   Paid office  administration fees of $1,327 (2000 - $Nil) to a relative
          of an officer of the Company.

     These  transactions  were in the  normal  course  of  operations  and  were
     measured  at  the   exchange   value  which   represented   the  amount  of
     consideration established and agreed to by the related parties.


5.   SUBSEQUENT EVENT

     Subsequent to April 30, 2001, the Company  withdrew the  Preliminary  Proxy
     Statement  filed April 11, 2001. The Board of Directors has also approved a
     private placement  offering  consisting of up to 3,000,000 units at a price
     of $0.05 per unit.  Each unit consists of one share of common stock and one
     share purchase warrant.  Each share purchase warrant entitles the holder to
     purchase one additional share of common stock at a price of $0.06 per share
     for a period of one year. As of June 22, 2001, the Company has received one
     subscription to purchase 500,000 units.








                                       5
<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. was  organized  and  incorporated  under the laws of the
State of Nevada on February 4, 1999.  Kidstoysplus.com,  Inc.'s principal office
is located at 2924 Cliffe Avenue,  Courtenay,  British Columbia, Canada V9N 2L7.
Kidstoysplus.com,  Inc.  maintains an administrative  office at Suite 1000 - 355
Burrard Street, Vancouver,  British Columbia, Canada V6C 2G8.  Kidstoysplus.com,
Inc.'s URL is www.kidstoysplus.com.

Kidstoysplus.com,  Inc. was organized to develop and operate a retail website on
the Internet  specializing in children's  products.  We launched our website and
opened one retail  location in British  Columbia  prior to the end of our fiscal
quarter ended  January 31, 2001.  On May 5, 2001, we opened an additonal  retail
facility in Campbell River,  Vancouver Island,  British  Columbia.  We currently
offer 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.

The following discussion and analysis explains our results of operations for the
three-month  fiscal  quarter  from  February  1, 2001 to April 30,  2001 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, 2001

Revenues.  We launched  our  website  and opened one retail  location in British
Columbia during our fourth quarter ended January 31, 2001. Our first operational
quarter was our fourth  quarter  ended  January  31,  2001,  the 2000  Christmas
holiday  season.  Our sales  continued to grow after the holiday  season  rising
through  February,  March and April.  We had  revenues  of $40,929 for the first
quarter ended January 31, 2001,  compared to no revenues  during the same period
2000. We believe that our revenue will continue to increase  through the rest of
2001,  with a  substantial  portion of our revenues  expected  during the fourth
quarter 2001 Christmas  holiday season.  We currently offer  approximately  1700
items from numerous toy  manufactures on our website and at our retail locations
and anticipate that we will offer additional items,  assuming that we can obtain
additional financing.

                                       6
<PAGE>


Expenses.  During our fiscal  quarter  ended April 30, 2001,  we incurred  total
expenses of $66,892 related primarily to: (i) continuly enhancing and developing
our website, (ii) overhead associated with operating two retail stores and (iii)
restocking and purchasing of inventory items. Total expenses declined by $55,029
(a 45.1%  decline) from  $121,921  during the three month period ended April 30,
2000, to $66,892 during the same period in 2001. The decline resulted  primarily
from a decline in consulting fees and sub-contract  expenses ($27,734 during the
quarter  ended April 30,  2001,  compared  to $69,939 in the same period  2000);
investor relations ($4,455 during the quarter ended April 30, 2001,  compared to
$8,750 in the same period 2000) and office and  administration  expenses ($5,215
during the quarter ended April 30, 2001,  compared to $13,878 in the same period
2000).  These  expenses  incurred  during the quarter  ended April 30, 2000 were
related to the cost of developing our business, web site and technologies.

During the fiscal quarter ended April 30, 2001, we paid  consulting  fees in the
amount of  $27,734  ($69,939  - 2000)  which  included  fees  paid to:  (i) Axel
Miedbrodt our Operations Manager, (ii) Caroline Miskenick,  our customer service
manager (iii) two internal  programmers and several retail store personnel,  and
(iv) fees paid to Albert R. Timcke, our President.  We paid legal and accounting
fees of $4,887  ($4,304 - 2000) during the fiscal  quarter ending April 30, 2001
related to the  preparation  of our filings  with the  Securities  and  Exchange
Commission  and other legal and accounting  matters.  We incurred other expenses
including: travel expenses of $849, telephone expenses of $ 3,865, rent expenses
of $4,047,  investor relations  expenses of $4,453,  entertainment and promotion
expenses  of $272,  salaries & wages of $4,970,  web design and  maintenance  of
$1,959 and office and miscellaneous  expenses of $13,854. We anticipate that our
operating and administrative expenses will increase during the second, third and
fourth  quarters of our fiscal year 2001 as revenue  growth  continues  from our
Internet  website  and  retail  store  operations  and we are  required  to hire
additional personnel for our operations.

Net Loss.  We had a loss of  $49,020  or $0.01 per share for the  fiscal  period
ended April 30, 2001, compared to a loss of $121,921 for the quarter ended April
30, 2000. We anticipate  that we will continue to incur losses at  approximately
the same levels of the losses  incurred  during the quarter ended April 30, 2001
through at least our fourth fiscal quarter ending January 31, 2002.

Plan of Operation

During our fiscal quarter ended April 30, 2001, we experienced continuous growth
on a monthly basis from our website.  We anticipate that our retail store outlet
sales will level off and  should  remain  flat  throughout  the late  spring and
summer  months.  Our  established  shopping  sites on  Amazon  zshops  and Yahoo
shopping continue to have user viewer growth with resulting sales.

Now that we are  operational,  we intend to focus on (i) recruiting and training
additional  qualified   operational  and  sales  personnel;   (ii)  intensifying
promotional  efforts for the  Kidstoysplus.com  Website  and brand  name;  (iii)
building  market  awareness  and  attracting  customers to the  Kidstoysplus.com
Website;  (iv)  refining our  distribution,  fulfillment  and  customer  service
operations  and  strategy;   (v)  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 possible 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.

Our Marketing Strategy

Originally  our  marketing  strategy was to market  children's  toys and related
products to niche market segments exclusively over the Internet. During 2000, we
modified  our  original  business  plan and opened  two  physical  retail  store
locations.  We believe that a  combination  of Internet  retailing  presence and
physical retail  storefront  operations will be the key to our future  retailing
success.  Our  pricing  strategy  is to sell our  products  at  prices  that are
competitive with or below the prices charged by other Internet retailers and toy
stores with physical facilities.  We process and deliver orders for our products
in one to ten business days depending on the delivery  method that our customers
select.

                                       7
<PAGE>


Online Service and Internet Advertising

During 2000, we set-up  additional online retailing shops in addition to our own
website on various  high-traffic  Internet portals to increase  awareness of our
business.  We have established  these additional  Internet  retailing outlets on
Amazon.zshops and on Yahoo shopping. We intend to further develop this marketing
concept on additional  high-traffic Internet portals throughout 2001. We believe
that this type of Internet  advertising provides the company with a great amount
of exposure at a relatively low  advertising  cost. Thus we believe our customer
acquisition costs are relatively low compared to past "dot com" enterprises that
now have gone out of business.

Advertising and Public Relations

During the 2000 holiday season,  we published a catalogue which we mailed to our
customers.  We intend to engage in a  coordinated  program of print  advertising
through  specialized and general  circulation  newspapers and magazines.  We may
also advertise in other media.


Capital Requirements

Capital  requirements  of a high  technology  start-up  company are  continuous,
especially  in the early  years,  or until the company  can  establish a revenue
stream from product sales.

We anticipate  our  operating  budget to implement our business plan and to meet
our financial  obligations  during the remainder of our fiscal year ending April
30, 2001, will be as follows:

<TABLE>
<S>                 <C>                          <C>         <C>             <C>
                 DESCRIPTION                 July 31,     October 31,     January 31
                                               2001          2001            2002
------------------------------------------------------------------------------------
Accounting and legal expenses.               $12,000       $12,000         $12,000
------------------------------------------------------------------------------------
Office and administration                    $30,000       $40,000         $40,000
------------------------------------------------------------------------------------
Website design and posting                   $10,000       $10,000         $10,000
------------------------------------------------------------------------------------
Web maintenance and software upgrades         $5,000        $5,000          $5,000
------------------------------------------------------------------------------------
Warehouse and office facilities               $5,000       $10,000          $5,000
------------------------------------------------------------------------------------
Company marketing expense                    $10,000       $30,000          $5,000
------------------------------------------------------------------------------------
Selective increase product inventory         $20,000       $40,000         $10,000
------------------------------------------------------------------------------------
Working capital                              $30,000       $30,000         $20,000
------------------------------------------------------------------------------------
Totals                                      $122,000      $177,000        $107,000
------------------------------------------------------------------------------------
</TABLE>

Liquidity and Capital Resources

As of April 30, 2001, we had working  capital of $37,993.  We had cash or cash
equivalents  of $138 and prepaid  expenses and deposits in the amount of $6,867.
We had accounts payable and accrued liabilities in the amount of $56,480.

Our board of directors has recently  approved a private  placement of certain of
our securities.  We are offering these  securities in a private  placement under
Regulation D. We are offering our units, consisting of one share of common stock
and a stock  purchase  warrant,  at a price  per  unit of $ 0.05.  Each  warrant
contained as apart of our units is exercisable  to acquire one additional  share
of common  stock at $0.06  per  share  for a period of one year.  As of June 22,
2001, we have received one  subscription for 500,000 units for gross proceeds of
$25,000.  We anticipate  that we will be required to raise at least $150,000 - $
300,000  during  fiscal  year  2001 to meet our  anticipated  cash  requirements
related to our operations and to expand our operations,

                                       8
<PAGE>


including acquiring inventory,  marketing expenses,  hiring additional personnel
and refining our website and distribution center technologies.

We have  not  entered  into any  other  arrangements  or  agreements  to  obtain
additional financing.  If we are unsuccessful in obtaining the financing we will
not be able to  continue  as a going  concern  and an  investment  in our common
shares may result in a loss of the investment made.

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.

We cannot assure you that we will be able to obtain financing in a timely manner
or on acceptable terms, if at all. If we are unable to obtain financing 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.


Our Technology

We have developed and continue to develop software  technology that allows us to
deliver outstanding service and to achieve the economies we believe are inherent
to our  business.  Our strategy is to build strong brand  recognition,  customer
loyalty and supplier  relationships,  while  creating an economic  model that is
superior to other online and traditional capital and real  estate-intensive  toy
retailers. We believe that our success will depend on our ability to continually
develop  technology to offer an online  experience that is easy to use,  useful,
functional,  entertaining and  educational.  We believe that our technology must
meet or exceed the general  expectations  of the virtual  shopper who we believe
will have experience  shopping with other online retailers and who will expect a
high  level of  technical  sophistication  from  our  website.  Refinements  and
continued  development  on the website beyond April 30, 2001 will be carried out
in-house with consultants.  We anticipate we will spend approximately $20,000 to
$40,000 to  continually  enhance,  develop  and modify the  software  technology
related to our customer service and support systems,  inventory control systems,
distribution and logistical  facilitation systems,  accounting systems and other
internal control systems on a yearly basis.

The cost for  developing  technology  is expensive  and the process will require
continuous  testing and  refinement.  Our commercial  success will depend on our
ability to continually  attract visitors and shoppers to our website.  This will
require us to develop and use increasing sophisticated technologies to generate,
sustain and  maintain  user  interest  and  satisfactionWe  have hired  internal
programmers,  which  maintain and continue to develop the software  technologies
related  to our  internal  control  and  distribution  systems.  There can be no
assurance  that  we  will  continue  to   successfully   develop  and  test  the
technologies  related to the website or  contemplated  in our business plan on a
timely basis,  if at all. If we fail to  continually  enhance our website or our
support systems or fail to raise additional capital as planned, our business and
results of operations will be materially adversely affected.

Personalized Shopping Services

We offer  personalized  notification and shopping  services  through  telephone,
website and email services.

Customer Service

We believe that our ability to establish  and maintain  long-term  relationships
with our customers and encourage repeat visits and purchases  depends,  in part,
on the strength of our customer support and service operations.  We use frequent
communication  with and  feedback  from our  customers  in order to  continually
improve  both the online and retail store and our  services.  We offer an e-mail
address to enable customers to request information and to encourage feedback and
suggestions.  We also have  established  a team of customer  support and service
personnel who are responsible for handling general customer inquiries,

                                       9
<PAGE>


answering customer  questions about the ordering process,  and investigating the
status of orders, shipments and payments.


Personnel

As of  April  30,  2001,  we had  six  full-time  personnel/consultants  and one
external  communications  consultant.  Albert  R.  Timcke,  a  director  and our
President,  assists with strategic corporate planning,  financing activities and
product  research  and  development.  Axel  Miedbrodt,  our  vice  president  of
operations  responsible for  establishing  our distribution and customer service
facilities,  Caroline  Miskenack,  our customer service manager  responsible for
complete customer service  operations,  Marcow Miedbrodt an in-house  programmer
that is designing and enhancing our website and assisting us with developing our
internal  distribution and customer service systems, Ian Martinovsky, our retail
store  supervisor and Jennifer Choate our retail clerk. We also employ five part
time/casual employees.

In the  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.

We anticipate  we will hire up to six (6) employees  during the third and fourth
quarters  of 2001 to provide  1-800  phone  number  consumer  support  services,
including  one (1)  employee to provide  marketing  and sales  support,  two (2)
employees  to staff our  distribution  warehouse,  one (1)  information  systems
employee and two (2) administration employees.

Our  success  will  depend in large part on our  ability  to attract  and retain
skilled and experienced  employees and consultants.  We do not anticipate any of
our employees will be covered by a collective bargaining agreement.

Back End System Support

We have  developed  a software  system  that  integrates  and that we believe is
capable of managing all of our website  functionality,  marketing,  distribution
and other  information.  The  information  captured by the software  system will
include: product offerings,  consumer information on products and manufacturers,
promotions,  pricing,  margin,  customer lists and customer  data,  shipping and
handling data,  customer support  information,  procedures and policies,  credit
information,   inventory  control,   procurement  and  distributor  information,
catalogues,  news and other information required to integrate our operations. We
have  developed a system that allows us to collect and analyze  information in a
single cohesive system that allows us to use and exchange information within our
organization.  In the future we may also integrate  certain parts of our systems
with strategic partners.


Fulfillment and Product Inventory

We source our products from a network of toy manufacturers and distributors.  We
carry  minimal  inventory  and rely to a large  extent on our ability to provide
inventory  for  customer  orders from past  customer  purchasing  statistics  to
maintain appropriate  inventory levels to fill orders for the products we offer.
We update our site daily with  inventory  information  received from our product
suppliers,  which will enable  customers to check the  availability  of products
before ordering. We currently transmit orders to our product suppliers manually.
Product  orders are issue  only when  product is  required  and we meet  minimum
supplier product ordering requirements.

We stock a limited "in-house"  inventory of products to keep inventory values as
low as possible  in an attempt to conserve  cash.  We will hire  personnel  that
specialize  in sourcing  hard-to-find  "special  request"  toy products and fill
special  request  orders,  subject to  availability.  We will ship our  in-house
inventory directly from our distribution facility to our customers.

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Our Distribution Center and Customer Service Center

Our principal  office,  customer  service and retail facility is located at 2924
Cliffe Avenue, Courtenay, B.C. This location is approximately 3,200 square feet,
which was originally  leased for a term of one year and then on a month-to-month
basis at a rental rate of  approximately  $680.00 per month. We lease additional
warehouse  facilities  on a  month-to-month  basis  at  a  location  behind  our
administrative and retail facility.



Intellectual Property

We have not  registered  any  trademarks in the United  States or elsewhere.  We
intend to submit an application to register the name  "Kidstoysplus.com"  as our
trademark  during 2001. We believe that we currently have no  technologies  that
are patentable.



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.







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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 22, 2001

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



























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