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, 2001


                         Commission File Number: 0-26439


                             KIDSTOYSPLUS.COM, INC.
             (Exact name of registrant as specified in its charter)


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



           2924 Ciffe Ave Courtenay, British Columbia, Canada V9N 2L7
              (Address of registrant's principal executive office)

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


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

               Number of Shares of Common Stock, $0.001 Par Value,
                   Outstanding at October 31, 2001: 12,510,884


<PAGE>

                             KIDSTOYSPLUS.COM, INC.
                              For the Quarter Ended
                                October 31, 2001
                              INDEX TO FORM 10-QSB

                                                                           Page
                                                                           ----

PART I - FINANCIAL INFORMATION ...............................................1

ITEM 1. FINANCIAL STATEMENTS: ................................................1

        Balance Sheets:
         - January 31, 2001 and October 31, 2001 .............................1

         Statements of Operations:
         - For the Three, Six and Nine-Months Ended October 31, 2001 .........2

         Statements of Cash Flow:
          - For the Three, Six and Nine-Months Ended October 31, 2001 ........3

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS ...........................................8

PART II - OTHER INFORMATION ..................................................13

ITEM 1.   LEGAL PROCEEDINGS ..................................................13

ITEM 2.   CHANGES IN SECURITIES

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES ....................................14

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS ..................14

ITEM 5.   OTHER INFORMATION ..................................................14

ITEM 6.   EXHIBITS AND REPORTS ON FROM 8-K ...................................14

SIGNATURES ...................................................................15


                                       i
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS:


KIDSTOYSPLUS.COM, INC.
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
================================================================================


<TABLE>

                                                                                 October 31,     January 31,
                                                                                        2001            2001
-------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>            <C>
ASSETS

Current
    Cash                                                                          $        -     $    24,451
    Receivables                                                                        8,833          13,572
    Inventory                                                                         79,176          72,489
    Prepaid expenses and deposits                                                      5,754           3,953
                                                                                  -----------    ------------
    Total current assets                                                              93,763         114,465

Due from related parties (Note 3)                                                     48,453          47,850

Capital assets                                                                        21,479          23,044
                                                                                  -----------    ------------
Total assets                                                                      $  163,695     $   185,359
=============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current
    Cheques in excess of available bank deposits                                  $    5,512     $         -
    Accounts payable and accrued liabilities                                          80,508          27,218
    Due to related party (Note 4)                                                     11,810               -
                                                                                  -----------    ------------
    Total current liabilities                                                         97,830          27,218
                                                                                  -----------    ------------
Stockholders' equity
    Common stock (Note 5)
       Authorized
         25,000,000 common shares with a par value of $0.001
       Issued and outstanding
         12,510,884 common shares (January 31, 2001 -11,130,884 common shares)        12,510          11,130
    Additional paid-in capital                                                     1,036,532         968,912
    Deficit                                                                         (161,276)              -
    Deficit accumulated during the development stage                                (821,901)       (821,901)
                                                                                  -----------    ------------
    Total stockholders' equity                                                        65,865         158,141
                                                                                  -----------    ------------
Total liabilities and stockholders' equity                                        $  163,695     $   185,359
=============================================================================================================
</TABLE>

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



                                       1
<PAGE>

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

<TABLE>
                                              Three Month      Three Month       Nine Month       Nine Month
                                             Period Ended     Period Ended     Period Ended     Period Ended
                                              October 31,      October 31,      October 31,      October 31,
                                                     2001             2000             2001             2000
-------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>               <C>               <C>
SALES                                        $     52,386     $      2,624      $   139,781       $    4,333
COST OF SALES                                      33,916            3,595           91,351            3,595
                                             -------------    -------------     ------------      -----------
GROSS MARGIN                                       18,470             (971)          48,430              738
                                             -------------    -------------     ------------      -----------
EXPENSES
    Consulting fees and sub-contracts              24,745           46,584           71,770          173,927
    Depreciation                                    2,645            2,246            7,249            5,679
    Entertainment and promotion                       709              752            1,893            6,892
    Equipment rental                                1,506            1,088            1,952            2,115
    Investor relations                              4,625           35,665            9,080           60,652
    Legal and accounting                            4,546           15,486           15,624           39,577
    Marketing and advertising                      11,750            9,247           18,880           13,883
    Office and administration                       6,745           20,147           28,196           68,588
    Rent                                            3,282            5,029           14,884           16,672
    Salaries and wages                              9,848                -           22,334                -
    Telephone and utilities                         2,349            3,753            8,886           14,367
    Transfer agent and filing fees                      -            3,801              831            5,173
    Travel and automobile                           1,180            8,805            3,331           20,723
    Website design and maintenance                  1,209            7,370            5,275            9,277
                                             -------------    -------------     ------------      -----------
                                                   75,139          159,973          210,185          437,525
                                             -------------    -------------     ------------      -----------
Loss before other item                            (56,669)        (160,944)        (161,755)        (436,787)

OTHER ITEM
    Interest income                                    49            3,014              479           10,198
                                             -------------    -------------     ------------      -----------
Loss for the period                          $    (56,620)    $   (157,930)     $  (161,276)      $ (426,589)
=============================================================================================================
Basic and diluted loss per share             $      (0.01)    $      (0.01)     $     (0.01)      $    (0.04)
=============================================================================================================
Weighted average number of shares of
    common stock outstanding                   12,334,797       10,955,179       11,708,759       10,587,434
=============================================================================================================
</TABLE>


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



                                       2
<PAGE>

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



<TABLE>
                                                                                     Nine Month       Nine Month
                                                                                   Period Ended     Period Ended
                                                                                    October 31,      October 31,
                                                                                           2001             2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the period                                                            $   (161,276)     $   (426,589)
    Items not affecting cash:
       Depreciation                                                                       7,249             5,679
    Changes in other operating assets and liabilities:
       (Increase) decrease in receivables                                                 4,739           (14,616)
       Increase in inventory                                                             (6,687)          (72,855)
       Increase in prepaid expenses and deposits                                         (1,801)           (8,692)
       Increase (decrease) in accounts payable and accrued liabilities                   53,290           (21,672)
       Increase in due to related party                                                  11,810                 -
                                                                                   -------------     ------------
    Net cash used in operating activities                                               (92,676)         (538,745)
                                                                                   -------------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Capital assets acquired                                                              (5,684)          (20,646)
                                                                                   -------------     ------------
    Net cash used in investing activities                                                (5,684)          (20,646)
                                                                                   -------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Common stock issued for cash                                                         69,000           783,600
    Due from related parties                                                               (603)          (47,634)
    Share issuance costs                                                                      -           (73,800)
    Stock subscriptions received                                                              -             5,500
                                                                                   -------------     ------------
    Net cash provided by financing activities                                            68,397           667,666
                                                                                   -------------     ------------
Change in cash during the period                                                        (29,963)          108,275

Cash, beginning of period                                                                24,451            11,372
                                                                                   -------------     ------------
Cash (cheques in excess of available bank deposits), end of period                 $     (5,512)     $    119,647
=================================================================================================================
Cash paid during the period for interest                                           $          -      $          -
=================================================================================================================
Cash paid during the period for income taxes                                       $          -      $          -
=================================================================================================================
</TABLE>

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



                                       3
<PAGE>

KIDSTOYSPLUS.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars)
(Unaudited) OCTOBER 31, 2001
================================================================================


1.   HISTORY AND ORGANIZATION OF THE COMPANY

     The  Company  was  incorporated  on  February 4, 1999 under the laws of the
     state of Nevada.  The Company was considered in the development stage until
     January 2001 at which time it ceased being a development stage company. The
     Company  operates  a  retail  website  on  the  internet   specializing  in
     children's toys and entertainment products.

     In the opinion of management, the accompanying financial statements contain
     all adjustments necessary (consisting only of normal recurring accruals) to
     present  fairly  the  financial   information   contained  therein.   These
     statements  do not  include  all  disclosures  required  by  United  States
     generally accepted accounting  principles and should be read in conjunction
     with the  audited  financial  statements  of the Company for the year ended
     January 31, 2001. The results of operations for the nine month period ended
     October  31,  2001 are not  necessarily  indicative  of the  results  to be
     expected for the year ending January 31, 2002.

2.   GOING CONCERN

     The  Company's  financial  statements  are  prepared  using  United  States
     generally  accepted  accounting  principles  applicable to a going concern,
     which contemplates the realization of assets and liquidation of liabilities
     in the  normal  course  of  business.  Without  realization  of  additional
     capital,  it would be  unlikely  for the  Company  to  continue  as a going
     concern.  It is management's plan to seek additional capital through equity
     financings.

<TABLE>
     ========================================================================================
                                                                 October 31,     January 31,
                                                                        2001            2001
     ----------------------------------------------------------------------------------------
     <S>                                                       <C>               <C>
     Deficit                                                    $   (161,276)     $        -
     Deficit accumulated during the development stage               (821,901)       (821,901)
     Working capital (deficiency)                                     (4,067)         87,247
     ========================================================================================
</TABLE>

3.   DUE FROM RELATED PARTIES

<TABLE>
    ====================================================================================================================
                                                                                            October 31,     January 31,
                                                                                                   2001            2001
    --------------------------------------------------------------------------------------------------------------------
    <S>                                                                                    <C>              <C>
    Due from directors of the Company, unsecured, non-interest bearing with no
      fixed terms of repayment                                                              $   48,453       $    47,850
    ====================================================================================================================
</TABLE>

4.   DUE TO RELATED PARTY

<TABLE>
    ====================================================================================================================
                                                                                            October 31,     January 31,
                                                                                                   2001            2001
    --------------------------------------------------------------------------------------------------------------------
    <S>                                                                                     <C>              <C>
    Due to the President of the Company, unsecured, non-interest bearing with fixed
         terms of repayment                                                                 $    11,810      $         -
    ====================================================================================================================
</TABLE>


                                       4
<PAGE>

KIDSTOYSPLUS.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars)
(Unaudited) OCTOBER 31, 2001
================================================================================


5.   COMMON STOCK

     Common shares

     On June 1, 2001,  June 21, 2001,  July 13, 2001 and October 29,  2001,  the
     Company  completed  four  private  placements  whereby  it issued  500,000,
     200,000,  500,000 and 180,000  units under Rule 506 of  Regulation D of the
     Securities  Act of 1933 at $0.05 per unit for total  proceeds  of  $25,000,
     $10,000, $25,000 and $9,000, respectively. Each unit entitles the holder to
     one share of common stock and one share purchase warrant.  Each whole share
     purchase  warrant  entitles the holder to purchase one additional  share of
     common  stock at a price of $0.06  per  share for a period of one year from
     the date of the private placement.

     Additional paid-in capital

     The excess of proceeds  received  for shares of common stock over their par
     value of $0.01 per share is credited to additional paid-in capital.


6.   STOCK-BASED COMPENSATION

     During the nine month period ended  October 31, 2001,  the Company  granted
     options to officers and employees to acquire up to 300,000 shares of common
     stock of the Company at an exercise price of $0.085 per share expiring June
     1, 2011.

     Following is a summary of the stock option activity during the period:

<TABLE>
    =========================================================================================================
                                                                                                    Weighted
                                                                                                     Average
                                                                                      Number        Exercise
                                                                                   of Shares           Price
    ---------------------------------------------------------------------------------------------------------
    <S>                                                                           <C>             <C>
    Outstanding, January 31, 2000                                                  2,000,000       $   0.17
        Granted                                                                      895,000           0.62
        Exercised                                                                   (422,400)          0.11
        Cancelled                                                                   (477,600)          0.22
                                                                                 -----------
    Outstanding, January 31, 2001                                                  1,995,000           0.38
        Granted                                                                      300,000           0.085
                                                                                 -----------
    Outstanding, October 31, 2001                                                  2,295,000       $   0.33
    =========================================================================================================
    Weighted average fair value of options granted during the current period                       $   0.080
    =========================================================================================================
</TABLE>



                                       5
<PAGE>

KIDSTOYSPLUS.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars)
(Unaudited) OCTOBER 31, 2001
================================================================================


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

     Compensation

     The Company granted  300,000  options to officers and employees  during the
     nine month period ended  October 31, 2001.  These options are accounted for
     using  Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
     Issued to  Employees",  which follows the intrinsic  value based method for
     accounting for  compensation  resulting  from the granting of options.  Had
     compensation  expense  relating to the 300,000  options granted to officers
     and  employees  been  recognized  on the basis of fair  value  pursuant  to
     Statement of Financial  Accounting  Standard No. 123, net loss and loss per
     share would have been adjusted as follows:

     ==========================================================================
                                                    Nine month       Nine month
                                                  Period Ended     Period Ended
                                                   October 31,      October 31,
                                                          2001             2000
     --------------------------------------------------------------------------
     Loss for the period
         As reported                            $   (161,276)     $   (426,589)
                                                =============     =============
         Pro forma                              $   (165,266)     $   (451,353)
                                                =============     =============
     Basic and diluted loss per share
         As reported                            $      (0.01)     $      (0.04)
                                                =============     =============
         Pro forma                              $      (0.01)     $      (0.04)
     ==========================================================================

     The fair value of each option  granted is estimated on the grant date using
     the Black Scholes Option Pricing Model. The assumptions used in calculating
     fair values are as follows:

    ===========================================================================
                                                          2001            2000
    ---------------------------------------------------------------------------
    Risk-free interest rate                              5.00%           6.58%
    Expected life of options                           3 years         3 years
    Expected volatility                                212.29%          0.864%
    Expected dividend yield                               0.0%            0.0%
    ===========================================================================

7.   RELATED PARTY TRANSACTIONS

     During the nine month period ended  October 31, 2001,  the Company  entered
     into the following transactions with related parties:

     a)   Paid or accrued  consulting  fees of $45,000  (2000 - $59,000)  to the
          president  of the Company and $Nil  (October  31, 2000 - $18,066) to a
          former director of the Company.



                                       6
<PAGE>

KIDSTOYSPLUS.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS (Expressed in United States Dollars)
(Unaudited) OCTOBER 31, 2001
================================================================================


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

     b)   Paid office  administration fees of $6,531 (2000 - $Nil) to a relative
          of an officer of the Company.

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


8.   SUBSEQUENT EVENT

     Subsequent to October 31, 2001, the Company  commenced  negotiations with a
     non-related entity regarding the possibility of providing investor relation
     services  for the Company in exchange  for the  issuance of 300,000  common
     shares. As at December 18, 2001,  negotiations between the Company and that
     entity were ongoing.




                                       7
<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 from those projected in  forward-looking
statements.  Factors that could affect forward-looking  statements include among
other things the  Company's  history of losses,  the  Company's  lack of working
capital and need to raise additional  capital,  the company's  dependence on the
Internet,  the limited  geographical  market for the Company's  brick and mortar
operations,  intense  competition in the toy and collectible  industry,  limited
inventory and product offerings,  the economic downturn in Canada and the United
States,  the current  conditions  in the  financial  markets  and  uncertainties
created by the events of September 11, 2001. 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  hereby  cautions
stockholders,  prospective  investors in the Company,  and other  readers to not
place undue reliance on these forward-looking statements, which can only address
known events as of the date of this report.

General Overview

Kidstoysplus.com,  Inc. was  organized  and  incorporated  under the laws of the
State of Nevada on February 4, 1999.  Kidstoysplus.com,  Inc.'s principal office
is located at 2924 Cliffe Avenue,  Courtenay,  British Columbia, Canada V9N 2L7.
Kidstoysplus.com,  Inc.  maintains an administrative  office at Suite 1000 - 355
Burrard Street, Vancouver,  British Columbia, Canada V6C 2G8.  Kidstoysplus.com,
Inc.'s URL is  www.kidstoysplus.com.  Information on the Company's web site does
not constitute  part of this report.  References to the "Company,"  "we," "our,"
"us" and similar terms refer to Kidstoysplus.com, Inc.

We were  organized  to develop  and  operate a retail  website  on the  Internet
specializing in children's products.  We had an operating website and one retail
location in British Columbia during our third quarter ended October 31, 2001. We
currently  offer  children's  toys,  collectable  toy items  and  hobby  related
products.   In  the  future,  we  may  offer  books,  music,  story  line  CD's,
audio-tapes, movies, video games and educational products.

The following  discussion  and analysis  describes our results of operations for
the three-month fiscal quarter,  the six-month fiscal quarter and the nine-month
period ended October 31, 2001 and our financial condition. You should review our
discussion and analysis of financial condition in conjunction with our financial
statements  and  the  related  notes,  as  well as  statements  detailed  in the
Company's Securities and Exchange Commission filings.

Results of Operations

     Fiscal Period Ended October 31, 2001

Revenues. We generated revenues from our website and retail locations in British
Columbia  during  the  nine-month  period  ended  October  31,  2001.  Our first
operational  quarter was our fourth  quarter  ended  January 31, 2001,  the 2000
Christmas  holiday season.  Our sales continued to grow after the holiday season
rising  through  the first  quarter,  (February,  March and  April),  the second
quarter,  (May,  June and July) and into the third quarter of August,  September
and October, 2001. Throughout the third quarter ended October 31, 2001, we began
an aggressive cost cutting  program,  which began with closing a retail location
in mid August and  consolidating  one brick and mortar retail  operations in one
location.  We  continued  our cost  cutting  program  throughout  the quarter by
eliminating all of our part time employees and consultants.



                                       8
<PAGE>

This process of cost cutting will continue into our fourth  fiscal  quarter.  We
believe  that our cost  cutting  measures  will have no  material  impact on the
quality of our customer  service or our sales revenue growth.  We do not believe
that the  comparative  revenue  figures  (fiscal  2000 to fiscal  2001)  will be
indicative of our future  growth,  since our first  operational  quarter was the
fourth fiscal  quarter ended January 31, 2001. We had revenues of $52,386 during
the third quarter ended October 31, 2001,  compared to revenues of $2,624 during
the same  period in 2000.  We had  revenues of  $139,781  during the  nine-month
period  ended  October 31,  2001,  compared to $4,333  during the same period in
2000.  We believe our  revenues  will  continue to increase  through the rest of
2001,  with a  substantial  portion of our revenues  expected  during our fourth
fiscal quarter ending January 31, 2002, the Christmas  holiday season.  We offer
approximately  2,200 items from a number of toy manufactures and anticipate that
we  will  offer  additional  items,  assuming  that  we  can  obtain  additional
financing.  During our fourth fiscal  quarter,  the number of items  represented
could decline due to manufacturers  discontinuing  select products of their 2001
product lines and due to our limited cash and working capital.

We had continuous  growth on a  quarter-over-quarter  basis from our website and
retail  operations.  Revenues from sales were 12.7% higher for the third quarter
ended October 31, 2001,  totaling $52,386,  compared to the second quarter sales
of $46,466. We had sales of $40,929 for the quarter ending April 30, 2001.

We had total sales for  nine-month  period ending October 31, 2001 of $ 139,781,
compared to $4,333 for the same nine-month period in 2000.

Gross  Margins:  Gross margins were $18,470 for the fiscal quarter ended October
31, 2001 and  $48,430 for the  nine-month  period end  October 31,  2001.  Gross
margins as a  percentage  of revenues  were 35.2% for the fiscal  quarter  ended
October 31, 2001 and 34.6% for the nine-month period ended October 31, 2001.

Expenses.  During our fiscal  quarter ended October 31, 2001, we incurred  total
expenses of $75,139  related  primarily  to: (i) enhancing  and  developing  our
website,  (ii)  expenses  associated  with  closing  one retail  store and (iii)
expenses related to restocking and purchasing of inventory items. Total expenses
declined by $84,835 (a 53% decline) from $159,973 during the three-month  period
ended  October  31,  2000.  The  decline  resulted  primarily  from a decline in
consulting  fees and  sub-contract  expenses  ($24,745  during the quarter ended
October  31,  2001,  compared  to $46,584  in the same  period  2000);  investor
relations ($4,625 during the quarter ended October 31, 2001, compared to $35,665
in the same period 2000) and office and  administration  expenses ($6,745 during
the  quarter  ended  October  31,  2001,  compared to $20,147 in the same period
2000).

During the fiscal quarter ended October 31, 2001, we paid consulting fees in the
amount  of  $24,745,  which  included  fees  paid  to:  (i) Axel  Miedbrodt  our
Operations Manager, (ii) Caroline Miskenack,  our customer service manager (iii)
two internal programmers and several retail store personnel,  and (iv) fees paid
to Albert R. Timcke, our President.  We paid legal and accounting fees of $4,546
($15,486 - 2000) during the fiscal  quarter  ending  October 31, 2001 related to
the  preparation of our filings with the Securities and Exchange  Commission and
other legal and accounting matters.  During the fiscal quarter ended October 31,
2001, we also incurred other expenses including:  travel and automotive expenses
of $1,180 ($8,805 - 2000),  telephone and utilities expenses of $2,349 ($3,753 -
2000),  rent  expenses of $3,282  ($5,029 - 2000),  entertainment  and promotion
expenses  of $709 ($752 - 2000),  salaries & wages of $9,848  (Nil - 2000),  web
design  and  maintenance  expenses  of  $1,209  ($7,370 - 2000),  marketing  and
advertising  expenses of $11,750  ($9,247 - 2000) and office and  administrative
expenses  of $6,745  ($20,147 - 2000).  We  anticipate  that our  operating  and
administrative  expenses will decrease  during the fourth  quarter of our fiscal
year 2001 as we intend to undertake  continuous cost cutting  measures.  We also
believe our revenue  growth will continue  from our Internet  website and retail
store operations during the Christmas holiday season.

During the nine-month  period ended October 31, 2001, we incurred total expenses
of $210,185,  compared to $437,525  during the same period in 2000.  The decline
resulted  primarily from a decline in consulting fees and  subcontract  expenses
($71,770  during the  nine-month  period  ended  October 31,  2001,  compared to
$173,927 in the same period 2000);  investor  relations  expenses ($9,080 during
the nine-month period



                                       9
<PAGE>

ended October 31, 2001,  compared to $60,652 in the same period 2000) and office
and administration  expenses ($28,196 during the nine-month period ended October
31, 2001, compared to $68,588 in the same period 2000).

Net Loss.  We had a loss of  $56,620  or $0.01 per share for the  fiscal  period
ended  October 31,  2001,  compared to a loss of $157,930 or $0.01 per share for
the quarter ended October 31, 2000. We anticipate that we will continue to incur
losses at  approximately  the same  levels  through at least our fourth  quarter
ended January 31, 2002.

During the  nine-month  period ended October 31, 2001, we had a loss of $161,276
or $0.01 per share,  compared  to a loss of  $426,589 or $0.04 per share for the
same period in 2000.

Plan of Operation

During our fiscal quarter ended October 31, 2001, our quarter-to-quarter results
of operations  continued to improve  because of the seasonality of the specialty
toy business and because the company  began  specific  cost cutting  measures to
improve its  financial  situation.  We  anticipate  that our retail store outlet
sales will  increase  during the fourth  quarter as the  Christmas  sales season
begins.  Our shopping sites on Amazon zshops and Yahoo shopping continue to have
user viewer growth with resulting sales.

Our current or immediate  business  strategy is to focus on ways to decrease the
companies  monthly  overhead  expenses without  affecting our continued  revenue
growth  until our  financial  situation  improves  and the equity  and  consumer
markets allow us to raise  additional  capital on acceptable  terms.  Our longer
term strategy is to focus on (i)  maintaining  qualified  operational  and sales
personnel at levels  which allow us to sustain  revenue  growth;  (ii) using low
cost marketing to intensify promotional efforts for the Kidstoysplus.com Website
and brand name; (iii) building market awareness and attracting  customers to the
Kidstoysplus.com  Website;  (iv)  refining  our  distribution,  fulfillment  and
customer service  operations and strategy;  (v) actively  marketing  merchandise
through our Kidstoysplus.com  Website;  (vii) expanding the product line and mix
of  products  available  on  the  Kidstoysplus.com  Website;  (viii)  developing
strategic  relationships with possible fulfillment  vendors;  (ix) expanding the
content on the Kidstoysplus.com Website to appeal to our target markets; and (x)
developing functional cross marketing programs and marketing information systems
for our client base.

Our Marketing Strategy

Originally  our  marketing  strategy was to market  children's  toys and related
products  to  niche  market  segments  exclusively  over the  Internet.  We have
modified our original  business  plan and have  integrated  one physical  retail
store  location into our  operations.  We believe that a combination of Internet
retailing  presence and physical retail storefront  operation will be the key to
our future  retailing  success.  Our pricing strategy is to sell our products at
prices that are  competitive  with or below the prices charged by other Internet
retailers and physical  facility based toy stores. We process and deliver orders
for our  products  between one to ten  business  days  depending on the delivery
method that the customer selects.

Online Service and Internet Advertising

We have established  additional  online retailing shops on various  high-traffic
Internet  portals,  such as  Amazon.zshops  and on Yahoo  shopping,  to increase
awareness of  kidstoysplus.com  and our product offerings.  We intend to further
develop this  marketing  concept on  additional  high-traffic  Internet  portals
throughout 2002. We believe that this type of Internet  advertising  provides us
with a great amount of exposure at a relatively low advertising cost.

Advertising and Public Relations

During the 2000 holiday season, we published a catalogue, which we mailed to our
customers.  This first  catalogue  was design and printed to cover both 2000 and
2001 holiday seasons.  We may publish a similar catalogue for the 2002 Christmas
season, assuming additional financing is obtained.



                                       10
<PAGE>

Capital Requirements

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

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

<TABLE>
                 DESCRIPTION                      January 31,      April 30,        July 31,
                                                     2001            2002             2002
--------------------------------------------------------------------------------------------
<S>                                                <C>             <C>               <C>
Accounting and legal expenses.                     $12,000         $10,000           $6,000

Office and administration                          $10,000         $10,000          $10,000

Website design and posting                          $5,000          $5,000           $8,000

Web maintenance and software upgrades               $3,000          $3,000           $5,000

Warehouse and office facilities                     $1,000          $1,000           $1,000

Company marketing expense                          $10,000         $20,000          $40,000

Selective increase product inventory                $6,000         $15,000          $15,000

Working capital                                    $20,000         $20,000          $20,000

Totals                                             $67,000         $84,000         $105,000
</TABLE>


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.

Liquidity and Capital Resources

As of October 31, 2001,  we had a working  capital  deficit of ($4,067).  We had
receivables of $8,833, prepaid expenses and deposits in the amount of $5,754 and
inventory  of $79,196.  We had cheques in excess of available  bank  deposits of
$5,512, accounts payable and accrued liabilities in the amount of $80,508 and an
amount due to a related party of $11,810.  We will be required to raise at least
$50,000  during our fourth  quarter  ending  January 31, 2001 and into the first
quarter of 2002 to meet our working capital requirements through April 30, 2002.
Unless we raise additional  working  capital,  we may be unable to continue as a
going concern.

Our board of directors approved a Unit private placement offering under which we
commenced to offer and sell Units,  consisting  of one share of common stock and
one stock  purchase  warrant at $0.05 per Unit.  Each warrant is  exercisable to
acquire one additional  share of common stock at $0.06 per share for a period of
one year.  During the fiscal  quarter  ended  October 31, 2001, we have received
four  subscriptions  for a total of 1,380,000 Units for proceeds of $69,000.  We
extended the private  placement  and  anticipate  we will raise at least $50,000
during the remaining  fiscal year 2001 and into the first fiscal quarter of 2002
to meet our anticipated cash requirements related to our operations.

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

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


                                       11
<PAGE>

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,
and we may be forced to sell or liquidate our business.

Our Technology

We have developed and continue to develop software  technology that allows us to
offer our products over the Internet and to achieve the economies we believe are
inherent to our  business.  Our strategy is to build  strong brand  recognition,
customer  loyalty and supplier  relationships,  while creating an economic model
that is superior to other online and traditional toy retailers.  We believe that
our success  will depend on our ability to  continually  develop  technology  to
offer an online experience that is easy to use, useful, functional, entertaining
and educational.  We believe that our technology must meet or exceed the general
expectations of the virtual shopper who we believe will have experience shopping
with  other  online  retailers  and who will  expect a high  level of  technical
sophistication  from our website.  Refinements and continued  development on the
website beyond  October 31, 2001 will be carried out in-house with  consultants.
We  anticipate  we will spend  approximately  $10,000 to $30,000 to  continually
enhance,  develop and modify the  software  technology  related to our  customer
service  and  support  systems,  inventory  control  systems,  distribution  and
logistical  facilitation systems,  accounting systems and other internal control
systems on a yearly basis.

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

Personalized Shopping Services

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

Customer Service

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

Personnel

As of October 31, 2001, we had four (4) full-time  personnel/consultants and one
external  communications  consultant.  Albert  R.  Timcke,  a  director  and our
President,  assists with strategic corporate planning,  financing activities and
product  research  and  development.   Axel  Miedbrodt  our  vice  president  of
operations  responsible for  establishing  our distribution and customer service
facilities,  Caroline  Miskenack,  our customer service manager  responsible for
complete  customer  service   operations,   Ian  Martinovsky  our  retail  store
supervisor and a retail clerk. We also employed five part time  employees.  As a
result of our cost cutting program, we eliminated all of our part-time employees
during the fourth fiscal quarter of 2001.

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.



                                       12
<PAGE>

Our  success  will  depend in large part on our  ability to retain  skilled  and
experienced employees at sufficient levels to maintain our revenue growth and to
provide  quality  customer  service.  None of our  employees  are  covered  by a
collective bargaining agreement.

Back End System Support

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

Fulfillment and Product Inventory

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

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

Our Distribution Center and Customer Service Center

Our principal  office,  customer  service and retail facility is located at 2924
Cliffe Avenue, Courtenay, B.C. This location is approximately 4,600 square feet,
which was originally  leased for a term of one year and then on a month-to-month
basis at a rental rate of approximately $1,177.00 per month. Our leased premises
contain its administrative, retail and warehouse/distribution facilities.

Intellectual Property

We have not registered any trademarks in the United States or elsewhere

We believe that we currently have no technologies that are patentable.

Inflation

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

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.


                                       13
<PAGE>

ITEM 2.  CHANGES IN SECURITIES

During the three month  quarter  ended  October 31, 2001, we completed a private
placement  of 180,000  units to one  accredited  investor  at $0.05 per unit for
gross  proceeds  of $9,000.  Each unit  consisted  of one  common  share and one
warrant  exercisable to acquire one  additional  common share at $0.06 per share
for a period of one year.  The units were  offered and sold in reliance  upon an
exemption from registration available under Rule 506 of Regulation D promulgated
under  the  Securities  Act of  1933,  as  amended.  Offers  were  made  only to
accredited investors.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FROM 8-K

None.




                                       14
<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)

"A.R. Timcke"

Date: December 26, 2001

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






                                       15