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

                                   FORM 10-QSB

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

                         For the Quarterly Period Ended
                                  July 31, 2000


                         Commission File Number: 0-26439


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


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



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

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


Indicate by check mark whether the registrant has (1) filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]


               Number of Shares of Common Stock, $0.001 Par Value,
                         Outstanding at July 31, 2000:
                                   10,558,484


<PAGE>

                             KIDSTOYSPLUS.COM, INC.
                              For the Quarter Ended
                                  July 31, 2000

                              INDEX TO FORM 10-QSB

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION                                                1

ITEM 1. FINANCIAL STATEMENTS:                                                 1

        Balance Sheets:
        - January 31, 2000 and July 31, 2000 .................................1

        Statements of Operations:
        - For the Three Months Ended July 31, 2000 ...........................2

        Statement of Changes in Stockholders' Equity
        - For the Period Ended July 31, 2000 .................................3

        Statements of Cash Flow:
        - For the Three Months Ended July 31, 2000 ...........................4

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS .................................14

PART II - OTHER INFORMATION .................................................18

ITEM 1. LEGAL PROCEEDINGS ...................................................18

ITEM 2. CHANGES IN SECURITIES ...............................................19

ITEM 3. DEFAULTS UPON SENIOR SECURITIES .....................................19

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS ...................19

ITEM 5. OTHER INFORMATION ...................................................20

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ....................................20

SIGNATURES ..................................................................21






                                       i
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)

<TABLE>
===============================================================================================================
                                                                                     July 31,      January 31,
                                                                                         2000             2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
ASSETS

Current
    Cash and cash equivalents                                                   $     247,721      $   11,372
     Accounts receivable                                                                9,622              -
     Inventory                                                                         40,051              -
     Prepaid expenses and deposits                                                      8,502           8,017
    Due from related parties (Note 5)                                                  46,073               -
                                                                                --------------     -----------
    Total current assets                                                              351,969          19,389

Capital assets (Note 6)                                                                27,536          10,323
                                                                                --------------     -----------
Total assets                                                                    $     379,505      $   29,712
===============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Accounts payable and accrued liabilities                                    $       5,171      $   56,419
                                                                                --------------     -----------
    Total current liabilities                                                           5,171          56,419
                                                                                --------------     -----------
Stockholders' equity
    Capital stock (Note 7)
       Authorized
               25,000,000  common shares with a par value of $0.001
       Issued and outstanding
               10,558,484  common shares (January 31, 2000 - 9,968,084)                10,558           9,968
    Additional paid-in capital                                                        902,884         239,274
    Stock subscriptions receivable                                                        -            (5,500)
    Deficit, accumulated during the development stage                                (539,108)       (270,449)
                                                                                --------------     -----------
    Total stockholders' equity                                                        374,334         (26,707)
                                                                                --------------     -----------
Total liabilities and stockholders' equity                                      $     379,505      $   29,712
===============================================================================================================
</TABLE>


History and organization of the Company (Note 1)
Commitments (Note 12)
Subsequent event (Note 15)



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


                                        1
<PAGE>

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


<TABLE>
==============================================================================================================================
                                               Cumulative
                                                  Amounts
                                                     From                                                         Period From
                                              February 4,      Three Month      Three Month        Six Month      February 4,
                                                     1999     Period Ended     Period Ended     Period Ended          1999 to
                                              to July 31,         July 31,         July 31,         July 31,         July 31,
                                                     2000             2000             1999             2000             1999
------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>              <C>               <C>          <C>
REVENUE
    Sales                                    $      1,709     $      1,709     $          -      $     1,709     $          -

EXPENSES
    Amortization                                    4,261            2,245                -            3,433                -
    Consulting fees                               244,196           57,404           30,197          127,343           36,297
    Entertainment and promotion                    12,374            2,102              714            6,140              714
    Equipment rental                                4,040              503                -            1,027                -
    Investor relations                             27,667           16,237                -           24,987                -
    Legal and accounting                           68,747           19,787           15,136           24,091           19,060
    Management fees                                 2,800             -                   -                -            2,800
     Marketing and advertising                      4,636            3,506                -            4,636                -
    Office and miscellaneous                       77,079           34,563            4,689           48,441            8,259
    Rent and security                              20,901            5,602                -           11,643                -
    Telephone and utilities                        19,915            6,578              544           10,614            1,311
    Transfer agent and filing fees                  7,080              934                -            1,372                -
    Travel and automobile                          26,760            4,263            2,399           11,918            2,399
    Web-site design and maintenance                31,934            1,907                -            1,907                -
                                             -------------    -------------    -------------     ------------    -------------
                                                  552,390          155,631           53,679          277,552           70,840
                                             -------------    -------------    -------------     ------------    -------------

Loss before other item                           (550,681)        (153,922)         (53,679)        (275,843)         (70,840)

OTHER ITEM
    Interest                                       11,573            5,077            1,951            7,184            2,506
                                             -------------    -------------    -------------     ------------    -------------
Loss for the period                          $   (539,108)    $   (148,845)    $    (51,728)     $  (268,659)    $    (68,334)
==============================================================================================================================
Basic and diluted loss per share                              $      (0.01)    $      (0.01)     $     (0.03)    $      (0.01)
==============================================================================================================================
Weighted average number of
    shares of common stock
    Outstanding                                                 10,558,484        9,968,084       10,376,822        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 United  States Dollars)
(Unaudited)



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

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

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

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

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

Balance, January 31,
    2000                        9,968,084           9,968         239,274          (5,500)       (270,449)         (26,707)
Shares issued for cash at
    $1.25 per share               590,400             590         737,410               -               -          738,000

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

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

Loss for the period                     -               -               -               -        (268,659)        (268,659)
                               -----------      ----------      ----------    ------------     -----------     ------------
Balance, July 31,
  2000                         10,558,484       $  10,558        $902,884     $         -      $ (539,108)     $   374,334
===========================================================================================================================

</TABLE>


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



                                       3
<PAGE>

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



<TABLE>
===============================================================================================================================
                                                                                 Cumulative
                                                                                    Amounts
                                                                                       From                         Period From
                                                                                February 4,        Six Month        February 4,
                                                                                       1999     Period Ended            1999 to
                                                                                to July 31,         July 31,           July 31,
                                                                                       2000             2000               1999
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                         $  (539,108)    $   (268,659)      $   (68,334)
    Item not affecting cash:
       Amortization                                                                   4,261            3,433                 -

    Changes in other operating assets and liabilities:
       Increase in accounts receivable                                               (9,622)          (9,622)                -
       Increase in inventory                                                        (40,051)         (40,051)                -
       Increase in prepaid expenses and deposits                                     (8,502)            (485)          (10,000)
       Increase in due from related parties                                         (46,073)         (46,073)                -
       Increase (decrease) in accounts payable and accrued liabilities                5,171          (51,248)           22,278
                                                                                ------------    -------------      ------------
    Net cash used in operating activities                                          (633,924)        (412,705)          (56,056)
                                                                                ------------    -------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Capital assets acquired                                                         (31,797)         (20,646)                -
                                                                                ------------    -------------      ------------
    Net cash used in investing activities                                           (31,797)         (20,646)                -
                                                                                ------------    -------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Stock subscriptions received                                                     5,500            5,500                 -
    Capital stock issued for cash                                                   981,742          738,000           243,742
    Share issuance costs                                                            (73,800)         (73,800)                -
                                                                                ------------    -------------      ------------
     Net cash provided by financing activities                                      913,442          669,700           243,742
                                                                                ------------    -------------      ------------
Change in cash and cash equivalents for the period                                  247,721          236,349           187,686

Cash and cash equivalents, beginning of period                                            -           11,372                 -
                                                                                ------------    -------------      ------------
Cash and cash equivalents, end of period                                        $   247,721     $    247,721       $   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 13)


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



                                       4
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


1.   HISTORY AND ORGANIZATION OF THE COMPANY

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

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

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

2.   GOING CONCERN

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

<TABLE>
     =================================================================================================
                                                                             July 31,     January 31,
                                                                                 2000            2000
     -------------------------------------------------------------------------------------------------
     <S>                                                                 <C>              <C>
     Deficit accumulated during the development stage                    $   (539,108)    $  (270,449)
     Working capital (deficiency)                                             346,798         (37,030)
     =================================================================================================
</TABLE>


3.   SIGNIFICANT ACCOUNTING POLICIES

     Cash and cash equivalents

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

     Stock-based compensation

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




                                        5
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


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

     Capital assets and amortization

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

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

     Revenue recognition

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

     Inventory

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

     Income taxes

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

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

     Use of estimates

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

     Reporting comprehensive income

     The Company  adopted  Statement of Financial  Accounting  Standards No. 130
     ("SFAS 130"), "Reporting  Comprehensive Income". This statement establishes
     rules for the reporting of  comprehensive  income and its  components.  The
     adoption of SFAS 130 had no impact on total stockholders' equity as at July
     31, 2000.

     Disclosure about segments of an enterprise and related information

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



                                       6
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


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

     Accounting for derivative instruments and hedging activities

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

     Foreign currency translation

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

     Loss per share

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

4.   FINANCIAL INSTRUMENTS

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



                                       7
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


5.   DUE FROM RELATED PARTIES

     ===========================================================================
                                                        July 31,    January 31,
                                                            2000           2000
     ---------------------------------------------------------------------------
     Due from the president of the Company            $   29,189     $        -
     Due from an officer of the Company                   16,884              -
                                                    ------------    ------------
                                                      $   46,073     $        -
     ===========================================================================

     Amounts due from related parties are unsecured,  non-interest  bearing with
     no terms of repayment.

     The fair value of amounts due from related  parties is not  determinable as
     they have no specific repayment terms.

6.   CAPITAL ASSETS

<TABLE>
        =================================================================================================
                                                                                   Net Book Value
                                                                           ------------------------------
                                                               Accumulated       July 31,     January 31,
                                                      Cost    Amortization           2000            2000
        -------------------------------------------------------------------------------------------------
        <S>                                   <C>             <C>             <C>             <C>
        Computer equipment                    $     19,676    $     2,812     $    16,864     $    4,058
        Furniture and fixtures                      11,297          1,393           9,904          6,265
        Camera equipment                               823             55             768              -
                                              ------------  --------------  -------------- -------------
                                              $     31,796    $     4,260     $    27,536     $   10,323
        =================================================================================================
</TABLE>


7.   CAPITAL STOCK

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

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

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

     Common shares

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



                                       8
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


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

     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.

8.   WARRANTS

     As at July 31,  2000,  the Company has 590,400  warrants  outstanding  Each
     warrant  entitles  the holder to purchase  one share of common stock of the
     Company at $1.625 per common share until April 7, 2001.

9.   STOCK OPTIONS

     As at July 31, 2000, the following stock options were outstanding:

     ===========================================================================
               Number            Exercise
            of Shares               Price               Expiry Date
     ---------------------------------------------------------------------------
            1,000,000             $  0.10               May 5, 2005
            1,000,000                0.25               May 5, 2005
              350,000                1.00               April 5, 2010
              425,000              0.4375               July 15, 2010
              120,000                0.21               July 27, 2010
     ===========================================================================


10.  STOCK-BASED COMPENSATION

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

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

     On June 15, 2000,  pursuant to its Stock Option Plan,  the Company  granted
     options to a director  and  employees to acquire  425,000  shares of common
     stock of the Company at an exercise price of $0.4375 per share.

     On July 27, 2000,  pursuant to its Stock Option Plan,  the Company  granted
     options to  employees  to  acquire  120,000  shares of common  stock of the
     Company at an exercise price of $0.21 per share.

     The Company's stock Option Plan has reserved 1,500,000 common shares of its
     unissued  share capital for  officers,  employees  and  consultants  of the
     Company.  To date,  895,000  options have been granted under the plan.  The
     plan provides for vesting of options granted  pro-rata over four years from
     the date of grant.



                                       9
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


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

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

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

     Options granted under the plan will expire the earlier of:

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

     Following is a summary of stock option activity:

     ==========================================================================
                                                                     Weighted
                                                                       Average
                                                        Number        Exercise
                                                     Of Shares           Price
     --------------------------------------------------------------------------

     Outstanding, February 4, 1999                           -     $         -
     Granted                                         2,000,000            0.17
                                                   -----------
     Outstanding, January 31, 2000                   2,000,000            0.17
     Granted                                           895,000            0.63
                                                   -----------
     Outstanding, July 31, 2000                      2,895,000            0.31
     ==========================================================================

     The  weighted  average  fair value of  options  granted  to  directors  and
     employees during the period ended July 31, 2000 was $0.74 per share.

     Following  is a summary of the status of  options  outstanding  at July 31,
     2000:

<TABLE>
     =================================================================================================
                     Outstanding Options                                   Exercisable Options
     --------------------------------------------------------       ----------------------------------
                       Weighed Average      Weighted Average                          Weighed Average
                             Remaining              Exercise                                 Exercise
          Number      Contractual Life                 Price               Number               Price
     -------------------------------------------------------------------------------------------------
       <S>             <C>                    <C>                      <C>                  <C>
       2,000,000            4.79 years                $ 0.17            2,000,000            $   0.17
         350,000            4.65 years                  1.00               87,500                1.00
         425,000             9.8 years                0.4375              106,250              0.4375
         120,000            10.0 years                  0.21               30,000                0.21
     =================================================================================================
</TABLE>



                                       10
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


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

     Compensation

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

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


                                                                   Period From
                                                   Six Month       February 4,
                                                Period Ended           1999 to
                                                    July 31,          July 31,
                                                        2000              1999
     -------------------------------------------------------------------------
     Net loss
         As reported                            $   (268,659)     $    (68,334)
                                                =============     =============
         Pro forma                              $   (293,423)     $    (68,334)
                                                =============     =============
     Basic and diluted loss per share
         As reported                            $      (0.03)     $      (0.01)
                                                =============     =============
         Pro forma                              $      (0.03)     $      (0.01)
     ==========================================================================


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

     =========================================================================
                                                             2000        1999
     -------------------------------------------------------------------------

     Risk-free interest rate                               6.58%        -
     Expected life of the options                        3 years        -
     Expected volatility                                  0.864%        -
     Expected dividend yield                                0.0%        -
     =========================================================================



                                       11
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


11.  RELATED PARTY TRANSACTIONS

     During the  period  ended  July 31,  2000,  the  Company  entered  into the
     following transactions with related parties:

     a)   The Company paid  consulting fees of $39,000 (July 31, 1999 - $15,000)
          to the president,  $25,000 (July 31, 1999 - $Nil) to a director of the
          Company and $18,000  (July 31, 1999 - $6,000) to a former  director of
          the Company.

     b)   The Company paid $Nil (July 31, 1999 - $2,800) in  management  fees to
          the president of the Company.

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

12.  COMMITMENTS

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

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

     b)   The Company has stock option plans as disclosed in Note 10.

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

            Period ended January 31, 2001                      $       10,183
            Year ended January 31, 2002                                 1,485
                                                               --------------
                                                               $       11,668


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

     There were no significant  non-cash  transactions for the period ended July
     31, 2000.

     The  significant  non-cash  transaction  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.



                                       12
<PAGE>

KIDSTOYSPLUS.COM, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JULY 31, 2000
================================================================================


14.  INCOME TAXES

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

<TABLE>
     ========================================================================================
                                                                    July 31,     January 31,
                                                                        2000            2000
     ----------------------------------------------------------------------------------------
     <S>                                                        <C>              <C>
     Tax benefits of net operating loss carryforward            $    204,820     $   101,586
             Valuation allowance                                    (204,820)       (101,586)
                                                                -------------    ------------
                                                                $          -      $         -
     ========================================================================================
</TABLE>

     The  Company  has  a  net  operating  loss  carryforward  of  approximately
     $539,000.  The valuation  allowance increased from $101,586 to $204,820 for
     the period ended July 31, 2000 since the  realization of the operating loss
     carryforwards  are doubtful.  It is reasonably  possible that the Company's
     estimate  of the  valuation  allowance  will  change.  The  operating  loss
     carryforwards will expire in the 2006, 2007 and 2008 fiscal years.

15.  SUBSEQUENT EVENT

     Subsequent to July 31, 2000,  options to purchase  400,000 shares of common
     stock at $0.10  per share and  22,500  shares of common  stock at $0.25 per
     share were exercised.  Also,  options to purchase  377,500 shares of common
     stock at $0.25 per share were terminated.






                                       13
<PAGE>

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


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

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

General Overview

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

The following discussion and analysis explains our results of operations for the
three month fiscal  quarter  commencing  May 1, 2000 and ended July 31, 2000 and
our  financial  condition.  You should  review our  discussion  and  analysis of
financial condition in conjunction with our financial statements and the related
notes, as well as statements  detailed in the Company's  Securities and Exchange
Commission filings.

Results of Operations

Fiscal  Quarter  Ended July 31, 2000  Compared to Fiscal  Quarter Ended July 31,
1999

Revenues.  We officially launched our website for online sales on June 21, 2000.
Prior to that time we had no revenues from  operations.  As of June 30, 2000, we
had  approximately 400 to 425 items in stock and posted for sale on our website.
We anticipate that we will increase our inventory to approximately  900 to 1,200
items by the middle of our third  fiscal  quarter  that ends  October 31,  2000.
During our fiscal quarter ending July 31, 2000, we generated  revenues of $1,709
from our operations.  This revenue was generated  between June 21, 2000 and July
31, 2000. We had interest income in the amount of $5,077,  compared to $1,951 in
1999.

On July 7, 2000, we announced our plans to implement a mailorder strategy and to
create a product catalog to be available for  distribution in September 2000. We
intend to distribute  our product  catalog to persons who request our catalog on
our website.

Expenses. During our fiscal quarter ended July 31, 2000, we incurred expenses in
the  aggregate of $155,631, compared to $53,679  during the same period in 1999.
Our expenses during the fiscal quarter ended July 31, 2000 related primarily to:
(i) developing our website  technologies,  (ii)  establishing  our warehouse and
service center in Courtenay,  British Columbia, Canada, (iii) hiring staff, (iv)
purchasing our opening inventory, (v) design and layout of our fall toy catalog,
(vi) increased expenditures on website positioning programming, (vii) consulting
fees for corporate  communications and financial services,  and (viii) corporate
legal,  accounting and shareholder  communication costs related to the Company's
annual general



                                       14
<PAGE>

shareholder  meeting of June 23, 2000.  During the fiscal quarter ended July 31,
1999, expenses were related primarily to consulting fees,  professional fees and
office  expenses  related to  developing  our website and general  corporate and
financing  activities.  During the fiscal  quarter  ended July 31, 2000, we paid
consulting  fees in the  amount of  $57,404,  which  included  fees paid to: (i)
Chandra Wright of Netwirx  Holdings,  our website  positioning  firm, (ii) Terry
Komm our design and layout  consultant for our new product  catalog,  (iii) Axel
Miedbrodt,   our  Operations  Manager,  (iv)  Ian  Martinovsky,   our  corporate
communications  consultant,  (v) fees  paid to our data  entry  clerk  and three
programmers, (v) fees paid to Albert R. Timcke, our President, (vi) fees paid to
Gerry Williams, an business consultant, and (vii) fees paid to FJR Resources for
corporate  communications.  We paid legal and accounting  fees of $19,787 during
our second fiscal  quarter  ending July 31, 2000,  which expenses were generally
directly  related to the preparation of our proxy filing with the Securities and
Exchange Commission and in preparation and publication of proxies for the annual
general  meeting of our  shareholders  held in Seattle,  Washington  on July 23,
2000. We incurred other expenses  including:  travel and automobile  expenses of
$4,263,  telephone and utility expenses of $6,578, rent and security expenses of
$5,602,  investor  relations  expenses of $16,237,  entertainment  and promotion
expenses of $2,102,  office and  miscellaneous  expenses  of $34,563,  equipment
rental  expenses of $503,  transfer  agent and filing fees of $934 and marketing
and advertising expenses of $3,506.

Several of the expenses incurred in the fiscal quarter ended July 31, 2000, were
non-reoccurring expenses on a quarterly basis, including expenses related to the
annual general meeting and related shareholder  communications and mailings.  We
anticipate,  however,  that  our  operating  and  administrative  expenses  will
increase  during the third  quarter of our fiscal year 2000 as we  increase  our
inventory,   increase  our  advertising,   hire  additional  personnel  for  our
operations in connection  with the holiday retail surge and  distribution of our
product catalogs.

Net Loss for fiscal  quarter.  We had a loss of $155,631 for the fiscal  quarter
ended July 31, 2000, compared to $53,679 for the same period in 1999.

Loss per Share for fiscal quarter:  We experienced a loss per share of $0.01 for
the fiscal quarter ended July 31, 2000, compared to $0.01 for the same period in
1999.

Six Months Ended July 31, 2000,  Compared to Period from Inception  (February 4,
1999) to July 31, 1999

We were organized and  incorporated on February 4, 1999, and thus we were not in
operations during the entire  corresponding  period in 1999. Our cost during the
first five months of operation in 1999 reflected  start-up costs associated with
starting our business,  financing  activities,  and costs relating to design and
development  of our  website.  Our loss for the period from  February 4, 1999 to
July 31, 1999 was $70,840.

Revenues.  We officially launched our website for online sales on June 21, 2000.
During our six month fiscal period  ending July 31, 2000, we generated  revenues
of $1,709 from our operations.  This revenue was generated between June 21, 2000
and July 31, 2000,  after the official  launch of our web site.  We had interest
income in the amount of $7,184  during the six month fiscal  period  ending July
31,  2000,  compared  to $2,506  in  interest  income  for the  period  from our
inception on February 4, 1999 to July 31, 1999. We had no operations or revenues
from operations during the period from our inception on February 4, 1999 to July
31, 1999.



                                       15
<PAGE>

Expenses.  During our six month fiscal  period ended July 31, 2000,  we incurred
total  expenses of $277,552  related  primarily to: (i)  developing  our website
technologies,  (ii)  establishing our warehouse and service center in Courtenay,
British  Columbia,  Canada,  (iii) hiring  staff,  (iv)  purchasing  our opening
inventory,  (v)  design  and  layout  of our fall toy  catalog,  (vi)  increased
expenditures  on website  positioning  programming,  (vii)  consulting  fees for
corporate  communications  and financial  services,  and (viii) corporate legal,
accounting and shareholder  communication  costs related to the Company's annual
general  shareholder  meeting of June 23, 2000.  During the our six month fiscal
period July 31, 2000, we paid consulting  fees in the amount of $127,343,  which
included  fees paid to: (i)  Chandra  Wright of Netwirx  Holdings,  our  website
positioning  firm, (ii) Terry Komm our design and layout  consultant for our new
product  catalog,  (iii)  Axel  Miedbrodt,  our  Operations  Manager,  (iv)  Ian
Martinovsky,  our corporate communications consultant, (v) fees paid to our data
entry  clerk and three  programmers,  (v) fees  paid to  Albert R.  Timcke,  our
President,  (vi) fees paid to Gerry Williams, an business consultant,  and (vii)
fees paid to FJR  Resources  for  corporate  communications.  We paid  legal and
accounting  fees of $24,091  during our second  fiscal  quarter  ending July 31,
2000,  which expenses were generally  directly related to the preparation of our
proxy filing with the Securities and Exchange  Commission and in preparation and
publication of proxies for the annual general meeting of our  shareholders  held
in Seattle,  Washington on July 23, 2000. We incurred other expenses  including:
travel  expenses of $11,918,  telephone  expenses of $10,614,  rent  expenses of
$11,643,  investor  relations  expenses of $24,987,  entertainment and promotion
expenses of $6,140, office and administration  expenses of $48,441 and marketing
and  advertising  expenses of $4,636.  During the period from our  inception  on
February 4, 1999 to July 31, 1999, we had expenses of $70,840  primarily related
to consulting fees,  professional fees and office and miscellaneous expenses for
our  corporate   formation,   financing  activities  and  web  site  development
activities.

Several of the expenses  incurred in our six month fiscal  period ended July 31,
2000 were  non-reoccurring  expenses,  including  expenses related to the annual
general  meeting  and  related  shareholder   communications  and  mailings.  We
anticipate,  however,  that  our  operating  and  administrative  expenses  will
increase  during the rest of our fiscal year 2000 as we increase our  inventory,
increase our  advertising,  hire  additional  personnel  for our  operations  in
connection with the holiday retail surge, and distribute our product catalogs.

Net Loss for the Six Month Period Ended July 31, 2000: We had a loss of $277,552
for the  six-month  period  ended  July 31,  2000.  Our loss per  share  for the
six-month period ending July 31, 2000, was $0.03 per share.

Plan of Operation

During our fiscal  quarter  ending July 31, 2000,  we  experienced a significant
growth in cash  dispersments.  We began to purchase  opening  inventories  at an
accelerated  rate,  increased  spending  on web  site  positioning  programming,
internal  website  development  programming,  design and layout expenses for our
fall  product  catalog  and in  area's of  financial  consulting  and  corporate
communications  services. These areas of expenditures will continue to grow into
our third fiscal quarter.  An additional area of expenditure will be in the area
of  advertising.  We plan to target  select  printed  media  forms to  advertise
Kidstoysplus.com for the upcoming holiday season.

We intend to focus on recruiting and training additional  qualified  operational
and sales personnel;  intensifying  promotional efforts for the Kidstoysplus.com
Website and brand name;  building market  awareness and attracting  customers to
the  Kidstoysplus.com   Website;   refining  our  distribution  and  fulfillment
operations strategy; actively marketing merchandise through our Kidstoysplus.com
Website;  expanding  the  product  line  and mix of  products  available  on the
Kidstoysplus.com  Website;  developing  strategic  relationships with additional
fulfillment vendors;  expanding the content on the  Kidstoysplus.com  Website to
appeal to our target markets;  anddeveloping functional cross marketing programs
and marketing information systems for our client base.



                                       16
<PAGE>

Capital Requirements

We anticipate  our  operating  budget to implement our business plan and to meet
our financial obligations during the remainder of our fiscal year ending January
31, 2001, and through to April 30, 2001, will be as follows:

<TABLE>
                                                                          PERIOD
---------------------------------------------------------------------------------------------
                                                          Fiscal Quarter Ended
---------------------------------------------------------------------------------------------
          DESCRIPTION                     October 31,         January 31,           April 30,
                                             2000                2001                 2001
--------------------------------------------------------- -------------------- --------------
<S>                                         <C>                 <C>                <C>
Accounting and legal expenses.              $6,000              $6,000             $10,000

Office and administration                  $16,000             $16,000             $16,000

Website enhancements and posting            $6,000              $6,000              $6,000

Web maintenance and software upgrades          Nil                 Nil                 Nil

Warehouse and office facilities             $5,000              $5,000              $5,000

Company marketing and mailing expense     $100,000             $10,000             $20,000

Selective product inventory for            $50,000             $10,000             $20,000
Beginning Inv. 2000

Working capital                            $20,000             $20,000             $20,000
                                         ----------          ----------          ----------
Totals                                    $203,000             $73,000             $97,000
</TABLE>

Liquidity and Capital Resources

As of July 31, 2000,  we had working  capital on hand in the amount of $346,798.
We had cash or cash equivalents of $247,721 on hand. We had prepaid expenses and
deposits of $8,502. We had receivables due from related parties in the amount of
$46,073, including a receivable in the amount of $29,189 from Albert Timcke, our
President,  and a receivable in the amount of $16,884 from Axel  Miedbrodt,  our
Vice President. We had accounts payable and accrued liabilities in the amount of
$5,171.

For the fiscal quarter ending July 31, 2000, we had total assets of $379, 505 as
compared to total assets of $29,712 for the fiscal year ended January 31, 2000.

We  anticipate  that our  working  capital is  sufficient  to  satisfy  our cash
requirements  through  January 31, 2001.  We  anticipate  we will be required to
raise  financing  towards  the  end of 2000  to  allow  the  Company  to  expand
operations  early in 2001.  We  anticipate  that we will be required to raise at
least $250,000 to $500,000 during fiscal year 2000 to meet our anticipated  cash
requirements  related to the possible  expansion to Company  operations  selling
merchandise,   including  acquiring   inventory,   marketing  expenses,   hiring
additional   personnel  and  refining  our  website  and   distribution   center
technologies into 2001.

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 in the beginning stages of operating a online retail website.  We are in
the process of finalizing our product lines and making  arrangements to purchase
inventory.  We are also exploring the possibility of obtaining a credit facility
and/or manufacturer/distributor financing to acquire inventory.



                                       17
<PAGE>

We cannot assure you that we will be able to obtain financing,  a line of credit
or manufacturer/distributor financing in a timely manner or on acceptable terms,
if at all. We cannot  assure you that we will  successful  launch our website or
that  we  will  ever  be  able  to  successfully  compete  against  estiablished
competitors.

Product Research and Development

Major design and production changes on the website are nearing  completion.  Our
programmers  will  carry out all the  required  programming  for the rest of the
fiscal year 2000 ending January 31, 2001. Some minor  programming  modifications
will be made to several categories on the website.  Continous changes will occur
to product  descriptions,  pricing and the addition of new products  offered for
sale on our website will occur throughout the current fiscal year ending January
31, 2001.

We also  anticipate  that we will  spend  approximately  $5,000  to  $10,000  to
complete  development  of our customer  service and support  systems,  inventory
control systems,  distribution and logistical  facilitation systems,  accounting
systems and other internal control systems.

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."

Our Distribution Center and Customer Service Center

We leased a distribution and warehouse and a corporate  office/customer  service
facility in Courtenay on Vancouver Island,  British  Columbia.  Our distribution
facility is approximately  7,200 square feet,  including  office,  warehouse and
delivery space for our distribution  operations.  Our corporate  office/customer
service  facility  is  approximately   3,200  square  feet.  The  rent  for  our
distribution  facility  is  approximately  $1,100 per month and the rent for our
corporate  office/customer  service facility is approximately $700 per month. We
anticipate  that we will spend  approximately  $30,000  during  the next  twelve
months improving our distribution and customer service facilities.

Personnel

As of July 31, 2000, we had 9 full-time personnel.  Albert R. Timcke, a director
and our President and corporate  secretary,  assists us with strategic corporate
planning,  financing  activities  and product  research  and  development.  Axel
Miedbrodt is our Vice  President of  Operations  and has been  establishing  our
distribution and customer service facilities.  Ian Martinovsky and FJR Resources
assist us with our corporate  communications  and marketing.  Marcow  Miedbrodt,
Parminder  Kaila and Booker Bennett assist us as website  programmers.  Caroline
Miskenack  aids us with  respect  to  inspection  and data  entry and  Gerald W.
Williams,  assists  us with  general  administrative  management  and  marketing
functions.

As of July 31, 2000, we also have two part-time  consultants,  Chandra Wright of
Netwirx  Holdings,  which is a website  positioning  firm,  Terry  Komm of Ewire
Design,  which is a design and layout consultant firm that has been assisting us
in developing  our product  catalog for printing in September  2000. In the near
future, we may engage  additional  consultants to assist us with the development
of our website or  technology  or in the  licensing of software and  information
systems, as well as with the implementation of our business plan.

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



                                       18
<PAGE>

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

Option Grants to Directors and Employees

During the fiscal quarter ended July 31, 2000, we granted options exercisable to
acquire in aggregate a total of 545,000 of our common shares. We granted options
to two  directors  and one  employee on July 15, 2010 and we granted  options to
three  different  employees on July 27, 2010.  Our stock option  grants are more
fully described in note 9 and note 10 of the accompanying financial statements.

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

     As reported in Part I of our 10-QSB for the fiscal  quarter ended April 30,
2000, we sold  securities  that were not registered  under the Securities Act of
1933, as amended, for the six month period ended July 31, 2000 as follows:

     We issued 590,400 units at $1.25 per unit in a private  placement for gross
proceeds of $738,000  during the fiscal quarter ended April 30, 2000.  Each Unit
consisted  of one common  stock and a  nontransferable  stock  purchase  warrant
exercisable  to acquire one  additional  share of our common  stock.  No fees or
commissions were paid to any party in connection with the sale of such Units.

     The Units were issued  outside the United  States  pursuant to an exemption
from registration  under Regulation S of the Securities Act of 1933, as amended.
The Units were purchased by non U.S. persons located outside the United States.

     None of the warrants  issued  pursuant to the private  placement  have been
exercised.  While  all sales of  securities  by us have a  potentially  dilutive
effect on existing shareholders,  the Units offered by us pursuant to Regulation
S had no limiting, modifying, or qualifying effect on our existing securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

     On June 23, 2000, we held our general  annual  meeting of  shareholders  in
Seattle,  Washington.

     At  our  annual  general  meeting,   6,091,042  of  our  10,558,484  shares
outstanding were present either in person or by proxy.  Each share present voted
for the appointment of our auditors,  Davidson & Company, chartered accountants,
for the  fiscal  year  2001.  Additionally,  each  share  present  voted for the
election of our directors.



                                       19
<PAGE>

     Our Board of Directors consists of three members. Our directors are elected
for a one year  term.  At our  annual  general  meeting  of June 23,  2000,  the
following  persons were  nominated  and elected to serve as our directors by the
vote of all shares present at our annual general meeting.

     *    Timothy J. Anderson

     *    Mark McFarland

     *    Albert R. Timcke

     Each  nominee  for the office of  director  was  elected by the vote of the
6,091,042 shares present at the annual general shareholders meeting.

ITEM 5.  OTHER INFORMATION

     We filed a  registration  statement  on Form S-8 during the fiscal  quarter
ended July 31, 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

     Exhibit
     Number             Description
     ------             -----------
     27.1               Financial Data Schedule

     (b)  Reports on Form 8-K

          None








                                       20
<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: September 14, 2000



 /s/ Albert R. Timcke
----------------------------------
Albert R. Timcke, Chairman of the
Board of Directors,
President and Secretary















                                       21
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number             Description
------             -----------
 27.1              Financial Data Schedule