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
                                October 31, 1999


                         Commission File Number: 0-26439


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


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



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

                                 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 October 31, 1999    9,968,084




<PAGE>


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


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

Item 1. Financial Statements:

        Balance Sheets:
         - October 31, 1999 and July 31, 1999.........................................................1

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

         Statement of Changes in Stockholders' Equity
         - For the Period February 4, 1999 to October 31, 1999........................................3

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

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

Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations..........................................................12

PART II - OTHER INFORMATION...........................................................................17

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES..............................................................18

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS............................................18

ITEM 5.  OTHER INFORMATION............................................................................18

ITEM 6.  EXHIBITS AND REPORTS ON FROM 8-K.............................................................18

</TABLE>





                                      -i-
<PAGE>

ITEM 1. FINANCIAL STATEMENTS:


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


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

Current
    Cash and cash equivalents                                                     $      81,947    $    221,924
    Prepaid expenses                                                                     18,885           8,312
    Due from related party                                                                  424               -
                                                                                  -------------    ------------
                                                                                        101,256         230,236

Capital assets (Note 5)                                                                   9,034               -
                                                                                  -------------    ------------
                                                                                  $     110,290    $    230,236
================================================================================================ ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Accounts payable and accrued liabilities                                      $      34,316    $      2,000
    Due to related party                                                                      -           1,100
                                                                                  -------------    ------------
                                                                                         34,316           3,100
                                                                                  -------------    ------------
Stockholders' equity Capital stock (Note 6)
       Authorized
            25,000,000  Common shares with a par value of $0.001
       Issued
             9,968,084  Common shares                                                     9,968           9,968
    Additional paid-in capital                                                          239,274         239,274
    Stock subscriptions receivable (Note 8)                                              (5,500)         (5,500)
    Deficit, accumulated during the development stage                                  (167,768)        (16,606)
                                                                                  -------------    ------------
                                                                                         75,974         227,136

                                                                                  $     110,290    $    230,236
================================================================================================================
</TABLE>


History and organization of the Company (Note 1)

On behalf of the Board:



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


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



                                       1
<PAGE>

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

<TABLE>
                                                                                                                  Period from
                                                                                Three Month        Six Month      February 4,
                                                                               Period Ended     Period Ended          1999 to
                                                                                October 31,      October 31,      October 31,
                                                                                       1999             1999             1999
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>              <C>
INTEREST INCOME                                                              $        1,458  $         3,409  $         3,964
                                                                             --------------  ---------------  ---------------


EXPENSES
     Amortization                                                                        86               86               86
    Consulting fees                                                                  48,390           78,567           85,167
    Insurance                                                                           397              397              397
    Legal and accounting                                                              7,923           23,059           26,983
    Management fees                                                                       -                -            2,800
    Meals and entertainment                                                           1,114            1,828            1,828
    Office and miscellaneous                                                         15,474           18,035           21,105
    Printing                                                                            394            2,522            2,522
    Registration and filing fees                                                      5,303            5,303            5,303
    Rent                                                                              3,683            3,683            3,683
    Telephone                                                                         4,213            4,757            5,524
    Transfer agent                                                                       35               35               35
     Travel and related                                                               6,806            9,205            9,205
    Website design                                                                    7,094            7,094            7,094
                                                                             --------------  ---------------  ---------------

                                                                                    100,912          154,571          171,732
                                                                             --------------  ---------------  ---------------

Loss for the period                                                          $      (99,454) $      (151,162) $      (167,768)
==============================================================================================================================

Basic and fully diluted loss per share                                       $        (0.01) $         (0.01) $         (0.02)
==============================================================================================================================

Weighted average shares outstanding                                               9,968,084        9,968,084        8,311,443
==============================================================================================================================

</TABLE>







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




                                       2
<PAGE>

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

<TABLE>

                                                                                                    Deficit,
                                 Common Shares Issued                                  Stock     Accumulated
                            -------------------------------        Additional           Sub-      During the
                                                                      Paid in     Scriptions     Development
                                    Number          Amount            Capital     Receivable           Stage           Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>                <C>             <C>            <C>             <C>
Balance, February 4,
  1999                                   -     $         -        $        -      $      -       $        -      $         -

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

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

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

Loss for the period                      -               -                 -             -         (167,768)        (167,768)
                            --------------  --------------     --------------  -------------  --------------  --------------
Balance, October 31,
  1999                           9,968,084     $     9,968        $  239,274      $ (5,500)      $ (167,768)     $    75,974
=============================================================================================================================

</TABLE>









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





                                       3
<PAGE>

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


<TABLE>
<S>                                                                               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                           $    (167,768)
     Items not affecting cash
         Amortization                                                                        86

    Changes in other operating assets and liabilities
       Increase in prepaid expenses                                                     (18,885)
          Increase in due from related party                                               (424)
       Increase in accounts payable and accrued liabilities                              34,316
                                                                                  -------------

    Net cash used in operating activities                                              (152,675)
                                                                                  -------------



CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of capital assets                                                         (9,120)


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

Cash and cash equivalents, end of period                                          $      81,947
=================================================================================================

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 10)







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




                                       4
<PAGE>

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



1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The  Company  was  incorporated  on  February 4, 1999 under the laws of the
     state of Nevada. The Company currently has no operations and, in accordance
     with SFAS #7, is considered a development stage company.

     In the opinion of management, the accompanying financial statements contain
     all adjustments necessary (consisting only of normal recurring accruals) to
     present  fairly  the  financial   information   contained  therein.   These
     statements do not include all  disclosures  required by generally  accepted
     accounting  principles and should be read in  conjunction  with the audited
     financial  statements  of the Company for the period  ended April 30, 1999.
     The results of operations of the period from  incorporation  on February 4,
     1999 to October 31, 1999 are not  necessarily  indicative of the results to
     be expected for the year ending January 31, 2000.

2.   GOING CONCERN

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

<TABLE>
     =======================================================================================
                                                                                 October 31,
                                                                                       1999
     ---------------------------------------------------------------------------------------
     <S>                                                                        <C>
         Deficit accumulated during the development stage                       $  (167,768)
         Working capital surplus                                                     66,940
     =======================================================================================
</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.

     Revenue recognition

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

     Fiscal year-end

     The fiscal year end of the Company is January 31.

     Capital assets

     Capital assets are recorded at cost and  amortization is being provided for
     annually as follows:

        Computer equipment                                 30% declining balance
        Office furniture and fixtures                      20% declining balance




                                       5
<PAGE>

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



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

     Stock-based compensation

     FASB  Statement  No.  123,   "Accounting  for  Stock-Based   Compensation",
     encourages, but does not require, companies to record compensation cost for
     stock-based  employee  compensation  plans at fair  value.  The Company has
     chosen to account for stock-based  compensation using Accounting Principles
     Board Opinion No. 25,

     "Accounting for Stock Issued to Employees". Accordingly,  compensation cost
     for stock  options is measured as the excess,  if any, of the quoted market
     price of the  Company's  stock at the date of the grant  over the amount an
     employee is required to pay for the stock.

     Income taxes

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

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

     Estimates

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

     Reporting comprehensive income

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

     Disclosure about segments of an enterprise and related information

     Statement of Financial  Accounting  Standards  No. 131,  "Disclosure  About
     Segments of an Enterprise and Related Information",  is effective for years
     beginning  after  December 15,  1997.  This  statement  requires use of the
     "management approach" model for segment reporting.  The management approach
     model is based on the way a company's  management organizes segments within
     the company  for making  operating  decisions  and  assessing  performance.
     Reportable  segments are based on products and services,  geography,  legal
     structure,  management  structure,  or any other manner in which management
     disaggregates a company.  The Company does not anticipate that the adoption
     of the statement will have a significant impact on its financial statements
     other than potentially providing more financial statement disclosures.



                                       6
<PAGE>

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



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

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

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

     Accounting for derivative instruments and hedging activities

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

     Reporting on costs of start-up activities

     In April 1998,  the American  Institute of  Certified  Public  Accountant's
     issued  Statement  of  Position  98-5  "Reporting  on the Costs of Start-Up
     Activities" ("SOP 98-5") which provides guidance on the financial reporting
     of start-up  costs and  organization  costs.  It requires costs of start-up
     activities and organization  costs to be expensed as incurred.  SOP 98-5 is
     effective for fiscal years  beginning  after December 15, 1998 with initial
     adoption  reported  as the  cumulative  effect  of a change  in  accounting
     principle.  The  Company  does  not  anticipate  that the  adoption  of the
     statement will have a significant impact on its financial statements.

     Foreign currency translation

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

     Loss per share

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




                                       7
<PAGE>

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


4.   FINANCIAL INSTRUMENTS

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


5.   CAPITAL ASSETS

<TABLE>
     ---------------------------------------------------------------------------------------------------------------------
                                                                                          Accumulated        Net Book
                                                                               Cost       Amortization        Value
     ---------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>               <C>
     Computer equipment                                                    $   2,408      $     30          $  2,378
     Office furniture and fixtures                                             6,712            56             6,656
                                                                           ----------     ------------      -----------
                                                                           $   9,120      $     86          $  9,034
     =====================================================================================================================
</TABLE>


6.   CAPITAL STOCK

     Common shares

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

     Additional paid-in capital

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

     Escrow shares

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

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





                                       8
<PAGE>

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


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

     Stock options

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

          i)   May 15, 2005.

          ii)  thirty days after the  termination of the consultant  (except for
               death or disability).

          iii) one year  after  termination  of the  consultant  due to death or
               disability.

     Effective  May 19,  1999,  the  Company  approved a Stock  Option  Plan for
     officers,  employees  and  consultants  of the  Company.  The  Company  has
     reserved  1,500,000  common  shares of its unissued  share capital for this
     plan.  No options have been granted  under the plan.  The plan provides for
     vesting of options granted pro-rata over four years from the date of grant.

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

          i)   not less than the fair market  value per common share at the date
               of grant.

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

     Options granted under the plan will expire the earlier of:

          i)   ten years from the date of grant.

          ii)  five  years  from  the  date of  grant  for  options  granted  to
               shareholders owning greater than 10% of the Company.

          iii) the termination of the officer, employee or consultants.

          iv)  three months after the  termination  of the officer,  employee or
               consultant other than by cause, death or disability.

          v)   one year after the date of termination  of the officer,  employee
               or consultant due to death or disability.


7.   STOCK-BASED COMPENSATION

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




                                       9
<PAGE>

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


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

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

<TABLE>
     --------------------------------------------------------------------------------------------
                                                                                        Weighted
                                                                                         Average
                                                                          Number        Exercise
                                                                       of Shares           Price
     --------------------------------------------------------------------------------------------
     <S>                                                              <C>           <C>
     Granted during the period                                         2,000,000    $     0.175
                                                                      -----------   ------------
     Balance at October 31, 1999                                       2,000,000    $     0.175
     ============================================================================================
</TABLE>

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

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

                 Outstanding Options                                                Exercisable Options
     -----------------------------------------------                  -------------------------------------------------
                          Weighted
                           Average
                         Remaining
            Number     Contractual         Exercise                                                           Exercise
                              Life            Price                           Number                             Price
     ------------------------------------------------------------------------------------------------------------------
        <S>             <C>               <C>                             <C>                                <C>
         1,000,000       5.5 years           $ 0.10                        1,000,000                            $ 0.10
         1,000,000       5.5 years             0.25                        1,000,000                              0.25
     ==================================================================================================================
</TABLE>

     The  Company  applies  Accounting   Principles  Board  Opinion  No.  25  in
     accounting  for its stock  option plan which  follows the  intrinsic  value
     based method for accounting for compensation resulting from the granting of
     options.  There  was no  compensation  expense  incurred  based on  options
     granted.  Since the fair value of these options was $Nil upon granting, net
     loss and loss per share would not have been adjusted had compensation  cost
     been  recognized  on the  basis of fair  value  pursuant  to  Statement  of
     Financial  Accounting  Standards  No.  123.  The fair value or each  option
     granted is estimated on the grant date using the Black Scholes Model.

     The assumptions used in calculating fair value are as follows:

         -----------------------------------------------------------------------

                                                                    October 31,
                                                                           1999
         -----------------------------------------------------------------------

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




                                       10
<PAGE>

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


8.   STOCK SUBSCRIPTIONS RECEIVABLE

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


9.   RELATED PARTY TRANSACTION

     The Company paid $2,800 in management  fees and $30,000 in consulting  fees
     to a director of the Company and accrued  $12,000 in  consulting  fees to a
     director of the Company during the period.


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

     The significant non-cash transactions for the period ended October 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.


11.  INCOME TAXES

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

     Tax benefits of net operating loss carryforward                $   63,752
     Valuation allowance                                               (63,752)
                                                                    ------------
                                                                    $        -
                                                                    ============

     The  Company  has  a  net  operating  loss  carryforward  of  approximately
     $167,768. The valuation allowance increased to $63,752 for the period ended
     October 31, 1999 since the realization of the operating loss  carryforwards
     are doubtful.  It is reasonably possible that the Company's estimate of the
     valuation  allowance  will change.  The operating loss  carryforwards  will
     expire in the 2006 fiscal year.


12.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

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





                                       11
<PAGE>

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


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

Actual results could differ  materially form those projected in  forward-looking
statements.  Additional  information and factors that could cause actual results
to differ materially from those in the forward-looking  statements are set forth
in this Form 10-QSB, and in the section entitled "Risk Factors" in the Company's
Form 10-SB on file with the  Securities  and  Exchange  Commission.  The Company
desires  to take  advantage  of certain  provisions  in the  Private  Securities
Litigation  Reform Act of 1995,  that 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 04, 1999 and has not commenced operations of its business.
Kidstoysplus.com  was  organized to develop and operate a retail web site on the
Internet  specializing  in marketing  children's  products  that will  initially
include  children's toys,  collectable toy items and hobby related products.  In
the future, we may offer books,  music,  story line CD's,  audio-tapes,  movies,
video  games and  educational  products  on our web  site.  We  believe  that by
combining  expertise in children's  products,  Internet web site development and
marketing  and a  commitment  to excellent  customer  service  through  Internet
retailing, we will be able to deliver a unique shopping experience to consumers.

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

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

Revenues.  We anticipate we will launch our web site and commence our operations
during our fiscal  quarter  ending  January 31, 2000.  During our fiscal quarter
ended October 31, 1999, we did not generate any revenues from our operations. We
had interest income in the amount of $1,458.

Expenses.  We incurred  expenses of $100,912 related primarily to developing our
web site  technologies  and  establishing  our warehouse  and service  center in
Courtenay,  British  Columbia,  Canada.  During  the  fiscal  quarter,  we  paid
consulting fees in the amount of $48,390,  which included fees paid to Reticular
Consulting,  our web site developer,  Axel Miedbrodt our Operations Manager, Pat
Morris  our  corporate  communications  consultant,  and Albert R.  Timcke,  our
President. We paid legal and accounting fees of $7,923 during the fiscal quarter
ending  October  31, 1999  related to the  preparation  of our filings  with the
Securities and Exchange  Commission and other legal and accounting  matters.  We
incurred other  expenses



                                       12
<PAGE>

of $44,116  related to  establishing  our  warehouse  and service  facilities in
Courtenay,  including office and moving expenses of $15,474,  travel expenses of
$6,806,  printing  expenses  of $394,  rent  expenses  of  $3,683,  web design &
programming  expenses of $7,094, and telephone expenses of $4,213  (installation
and set-up of our new North  American  toll free order numbers and fax lines and
miscellaneous  expenses of $1,114.  We also paid  registration  & filing fees of
$5,338  related to our  Standard and Poors  filing  ($3,975) and other  business
registration  fees and  related  expenses.  Several of the  expenses  related to
establishing   our  warehouse  and  service   facilities  and  filing  fees  are
non-reoccurring  expenses.  We  anticipate,  however,  that  our  operating  and
administrative  expenses  will increase  during our fourth  quarter and into our
next fiscal year as we launch our web site and hire additional personnel for our
operations.

Net Loss. We had a loss of $99,454 for the fiscal period ended October 31, 1999.

Plan of Operation

Subsequent to our fiscal quarter ended October 31, 1999, we experienced delay in
the development of our web site  technologies  and the closing of an anticipated
private  placement  financing.  Our delay in development of our technologies and
our  inability to close our private  placement  resulted in a delay in acquiring
inventory  for the launch of our website.  As such, we were unable to launch our
web site or acquire  inventory prior to the Christmas  retail season as planned.
We are in the  process of  entering  into  arrangements  to  participate  in the
affiliate programs of other Internet toy retailers such as Amazon.com and eToys.
We believe that this will allow us to supplement the inventory that we intend to
offer and will allow us to commercially  launch our web site to the public on or
before  February 1, 2000.  The affiliate  programs of Amazon.com  and eToys will
allow us to earn a fee based on the  purchases originated  from our web site. We
currently  anticipate that our web site will be launched prior to the end of our
fiscal year ending January 31, 1999. However, our ability to complete the launch
of our web site and to continue as a going concern will depend on our ability to
obtain financing prior to December 31, 1999.

We  anticipate  we will have no sales until at least  February 1, 2000,  when we
anticipate we will launch our web site. We anticipate  our operating  activities
during the next few months will focus primarily on:

     (i)       secure  secondary  financing  for  the  purchase  of  an  opening
               inventory  and to begin  initial  implementation  of the  company
               marketing plan;

     (ii)      establish strategic  relationships with fulfillment  vendors, toy
               manufacturers, merchandisers and distributors;

     (iii)     continue  development  our  computer  infrastructure  and systems
               required to operate and develop our web site;

     (iv)      complete   installation  or  our  internal  system  hardware  and
               software for our distribution and customer service facilities;

     (v)       develop our inventory management system;

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

     (vii)     promoting the initial launch of our web site; and

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


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



                                       13
<PAGE>

target  markets;  and (x) developing  functional  cross  marketing  programs and
marketing information systems for our client base.

Capital Requirements

We  anticipate  the Company will need the  following  financing to implement our
business plan and to meet our financial obligations after our fiscal year ending
January 31,  2000,  and during our next three  fiscal  quarters  ending July 31,
2000.

<TABLE>
                                                                              PERIOD
--------------------------------------------------------------------------------------------------------------------
                                                                       Fiscal Quarter Ended
--------------------------------------------------------------------------------------------------------------------
                 DESCRIPTION                     January 31,         April 30,          July 31,       October 31
                                                     2000               2000              2000            2000
---------------------------------------------------------------- ------------------- --------------- ---------------
<S>                                                 <C>               <C>                <C>               <C>
Accounting and legal expenses.                      $ 5,000           $15,000            $10,000           $10,000

Office and administration                           $20,000           $30,000            $40,000           $40,000

Web site design and posting                         $10,000           $50,000            $25,000           $10,000

Web maintenance and software upgrades                                  $5,000            $10,000           $20,000

Warehouse and office facilities                      $2,000            $5,000            $20,000           $20,000

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

Selective product inventory for                     $20,000          $100,000           $100,000          $600,000
Beginning Inv. 2000

Working capital                                     $10,000           $50,000            $50,000           $50,000

Totals                                              $67,000          $355,000           $355,000        $1,050,000
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Liquidity and Capital Resources

As of October 31, 1999, we had working  capital of $66,940.  We had cash or cash
equivalents  of $81,947  and prepaid  expenses in the amount of $18,885.  We had
accounts payable and accrued liabilities in the amount of $34,316.

We  anticipate  that our  working  capital is  sufficient  to  satisfy  our cash
requirements  only through  January 31, 2000. We anticipate we will be required
to raise  financing of at least $50,000 by February 28, 2000 to meet our working
capital requirements for the beginning of the first quarter 2000 and to continue
as a going concern.  Thereafter, we anticipate that we will be required to raise
(i) at least  $500,000  during the fiscal  quarter ending April 30, 2000 to meet
our  anticipated  cash  requirements  related  to the launch of our web site and
selling merchandise,  including acquiring inventory,  marketing expenses, hiring
additional   personnel  and  refining  our  web  site  and  distribution  center
technologies and (ii) at least an additional $1,500,000 prior to our fiscal year
ending  January 31, 2001 to finance our  operations  and  anticipated  marketing
activities.

We are in the process of  commencing a private  placement of our common stock to
raise up to $2.5 million at $1.25 per share, which we anticipate we will close a
portion  of prior to  December  31,  1999 to remove  the going  concern  threat.
Thereafter,  we  anticipate  that we will  close the  remaining  portion  of the
private placement during our fiscal quarter ending April 30, 2000 to finance our
on-going capital  requirements through January 31, 2001. We cannot assure you we
will successfully complete any private placement in a timely manner, if at all.



                                       14
<PAGE>

We believe our  estimates  of our capital  requirements  to be  reasonable.  The
capital  requirements  are only  estimates  and can  change  for many  different
reasons,  some of which are  beyond  our  control.  We are a  development  stage
company  and are in the  process  of  finalizing  the design of our web site and
completing the development of our warehouse and customer  service  facility.  We
began  testing our web site in  mid-November  1999 and  anticipate  that we will
commercially  launch our web site to the public  beginning  February  1. 2000 or
earlier, provided that we can adequate financing to obtain inventory.  Reticular
Consulting and Palamar,  a  sub-contractor  hired by Reticular  Consulting,  are
currently in the process of refining our web site and internal operating systems
for our  anticipated  launch.  We are in the process of  finalizing  our product
lines and making  arrangements  to  purchase  inventory,  pending our ability to
obtain  financing on reasonable  terms. We are also exploring the possibility of
obtaining a credit facility and/or manufacturer/distributor financing to acquire
inventory.  However, we currently have no arrangements to procurement  inventory
or to finance the purchase of our initial inventory.

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

Product Research and Development

Retricular   Consulting  of  Victoria,   British   Columbia  is  developing  our
Kidstoysplus.com  web site and has  assisted  us with  testing,  which  began in
November 1999. Our web site is anticipated to be ready for commercial  launch on
or before  February 1, 2000.  Under the terms of our agreement  with  Retricular
Consulting,  we  pay  Retricular  a  consulting  fee of  $3,000  per  month  for
development  of our  web  site.  We  anticipate  that  we  will  need  to  spend
approximately $5,000 (between November 1, 1999 and January 31, 2000) to complete
development and to commericially launch our web site. We also anticipate that we
will spend approximately $75,000 - $100,000 complete development of our customer
service  and  support  systems,  inventory  control  systems,  distribution  and
logistical  facilitation systems,  accounting systems and other internal control
systems.

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

We cannot assure you that we will successfully  complete development and testing
of the technologies  related to our web site or our internal systems on a timely
basis, if at all. Our inability to obtain additional financing prior to February
28, 1999 will adverse  affect our ability to complete the  commercial  launch of
our web  site and may have a  materially  adverse  effect  on our  business  and
results of operations.

Our Distribution Center and Customer Service Center

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



                                       15
<PAGE>

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

Personnel

As of October 31, 1999,  we had four full time  personnel.  Albert R. Timcke,  a
director and our President, assist with strategic corporate planning,  financing
activities  and  product  research  and  development.   Axel  Miedbrodt  is  our
Operational  Manager and has been  establishing  our  distribution  and customer
service  facilities.  Pat Morris assists with our corporate  communications  and
marketing.  Trish  Reader  of  Reticular  Consulting  is a  consultant  that  is
designing  our  web  site  and  assisting  us  with   developing   our  internal
distribution  and  customer   service  systems.   We  also  have  two  part-time
consultants, Brian C. Doutaz, a director and our Secretary and Treasurer, Gerald
W.  Williams,  who both assist us with  general  administrative  management  and
marketing  functions.  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 seven  employees  during  first  and  second
quarters of 2000, five to provide 1-800 consumer  support  services and to staff
our  distribution  warehouse and three to provide assist us with  administration
functions.

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.

Year 2000 Compliance

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

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

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

We also depend on the year 2000 compliance of the computer  systems of our third
party vendors,  financial  service providers and Internet Service Providers that
make the Internet  functional.  We cannot  assure you that their  systems are or
will be year 2000  compliant,  and we are unable to assess the  magnitude of the
risks such  failures may have on our  business.  We are  requesting  information
related  to the  status of year  2000



                                       16
<PAGE>

compliance from potential third party providers of inventory and services to the
company  and will only enter into  arrangements  with third party  vendors  that
affirmatively  represent  to us that  their  systems  are year  2000  compliant.
However,  we have  not  undertaken  any  other  measures  to  assure  year  2000
compliance  of our third party vendors and we cannot assure you that such vendor
systems  will not  experience  disruptions  as a result of the Year 2000  Issue.
Although we are relying primarily on systems  developed with current  technology
and on  systems  designed  to be year 2000  compliant,  we may have to  replace,
upgrade or reprogram  certain systems to ensure that all interfacing  technology
will be year 2000 compliant when running jointly.

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

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

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

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

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

Inflation

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


PART II - OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS

None

     ITEM 2.   CHANGES IN SECURITIES

None

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES



                                       17
<PAGE>

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








                                       18
<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: December 13, 1999

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

Date: December 13, 1999

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