SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                   FORM 10-KSB
                                   (Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

                   For the fiscal year ended February 28, 2007

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the transition period from ____________ to ________________

                        Commission File Number: 000-52645

                                PLUSH MALL, INC.
                 (Name of small business issuer in its charter)

             Nevada                                              20-4119257
--------------------------------                            -------------------
(State of or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                           Identification No.)

              Suite 111, 2764 Lake Sahara Drive Las Vegas, NV 89117
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuers telephone number: (702) 938-3656

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock
                                                                (Title of class)

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act [ ]

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.[X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X]   NO [ ]

Issuer's revenues for most recent fiscal year -- Nil

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed by reference  to the most recent sale of the  Company's
common shares via a private  placement  offering of the common equity was $3,200
on February 28, 2007.

State the number of shares outstanding of each of the issuer's classes of common
shares at the latest  practicable  date. As of February 28, 2007 the  registrant
had  10,200,000  shares  of  common  shares,   $0.001  par  value,   issued  and
outstanding.
<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                     Page
                                                                                     ----
<S>                                                                                   <C>
Statement Regarding Forward-Looking Information ...................................   2

PART I

Item 1.   Description of Business .................................................   3
Item 2.   Description of Property .................................................   3
Item 3.   Legal Proceedings .......................................................   3
Item 4.   Submission of Matters to a Vote of Security Holders .....................   4

PART II
Item 5.   Market for the Registrant's Common Equity and Related
              Shareholder Matters .................................................   4
Item 6.   Management's Discussion and Analysis or Plan of Operation ...............   4
Item 7.   Financial Statements.....................................................   6
                  Report of Independent Registered Accounting Firm ................   7
                  Balance Sheet ...................................................   8
                  Statements of Operations ........................................   9
                  Statements of Stockholders' Equity ..............................  10
                  Statements of Cash Flows ........................................  11
                  Notes to Financial Statements ...................................  12
Item 8.   Changes in and Disagreements With Accountants on
               Accounting and Financial Disclosures ...............................  15
Item 8A.  Controls and Procedures .................................................  15

PART III
Item 9.   Directors and Executive Officers, Promoters and Control Persons .........  15
Item 10.  Executive Compensation ..................................................  17
Item 11.  Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters .........................  17
Item 12.  Certain Relationships and Related Transactions ..........................  17
Item 13.  Exhibits ................................................................  18
Item 14.  Principal Accountant Fees and Services ..................................  18

Signatures ........................................................................  18
</TABLE>

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-KSB that are not historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate,"  "approximate" or "continue" or the negative thereof. We intend that
such  forward-looking  statements  be  subject  to the  safe  harbors  for  such
statements.  We wish to caution  readers not to place undue reliance on any such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the future. However,  forward-looking  statements are subject to risks,
uncertainties  and important  factors beyond our control that could cause actual
results and events to differ  materially from  historical  results of operations
and events  and those  presently  anticipated  or  projected.  We  disclaim  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statement  or to  reflect  the
occurrence of anticipated or unanticipated events.

                                       -2-
<PAGE>

Available Information

Plush Mall, Inc. files annual, quarterly,  current reports, proxy statements and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission"). You may read and copy documents referred to in this Annual Report
on Form  10-KSB  that have been filed with the  Commission  at the  Commission's
Public Reference Room, 450 Fifth Street, N.W.,  Washington,  D.C. You may obtain
information  on the  operation  of the  Public  Reference  Room by  calling  the
Commission  at  1-800-SEC-0330.  You can also  obtain  copies of our  Commission
filing by going to the Commission's website at http://www.sec.gov.

Please note that throughout this annual report,  and unless otherwise noted, the
words "we", "our", "us", the "Company" or "Plush Mall" refer to Plush Mall, Inc.

                                     PART I

Item 1.   Description of the Business.

Business  Development:  Plush Mall, Inc. was incorporated in the State of Nevada
as a for-profit  company on July 9, 2004.  We are a  development  stage  company
organized to import and market plush toys and related products  primarily to the
North American marketplace. Since inception the company has not been involved in
any bankruptcy,  receivership  or similar  proceeding nor has it been engaged in
any material reclassification,  merger, consolidation or purchase or sale of any
of its assets not in the ordinary  course of business.

Business  of  Issuer:  Our  principal   business   activities  is  creating  and
maintaining  an online  store at our  website  where  customers  can preview and
purchase our plush toy products and giftware  services.  Our principal  products
are plush toys and stuffed animals that we source through  manufacturers  in the
Peoples  Republic of China ("PRC,"  "China").  Our target market is comprised of
young families and adults under 45 years of age, who typically  purchase holiday
gifts  several  times a year.

We intend to distinguish ourselves from our competition by allowing consumers to
package, purchase, gift-wrap and arrange for the delivery of their selections of
plush toys (and other related  products that we may choose to add over time). We
will design  packages -  including  baskets,  toy boxes,  and  brightly  colored
plastic pails - for specific holiday seasons.  We will offer packages in various
sizes and at various  prices.  The products will be aggregated in small,  medium
and large  packages and the selected  gift package will  stipulate the allowable
mix.

As we generate revenues, we intend to further develop our website and expand our
line of  products.  Significant  portions of  revenues  will be  re-invested  in
marketing our online store. If we generate  significant  traffic at our website,
we may choose to incorporate banner  advertising  programs to create a secondary
revenue stream.

The company is operated by its sole  officer and  director and does not have any
employees.

Item 2.   Description of the Property.

Plush Mall,  Inc.'s principle  address is Suite 111, 2764 Lake Sahara Drive, Las
Vegas, Nevada,  89117. Plush Mall, Inc. rents shared office space. This property
arrangement satisfies the current needs of Plush Mall, Inc. and will be adequate
up to the point that Plush Mall, Inc. initiates operations

Item 3.   Legal Proceedings.

The  Company  is not a  party  to any  pending  legal  proceedings  and no  such
proceedings are known to be contemplated.

No  director,  officer,  or  affiliate  of the Company and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
pending litigation.

                                      -3-
<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.

There have been no matters submitted to the security holders for a vote.

                                     PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Shareholder
         Matters.

Currently the Company's common shares are not listed on any exchange nor are its
common shares quoted on any public  medium.  There can be no assurance  that our
common  stock  will ever be listed or quoted in the future or ever have a market
develop for its common stock.

As of February 28, 2007, the Company had thirty-three  (33) active  shareholders
of  record.  The  Company  has not paid cash  dividends  and has no  outstanding
options.

Item 6.   Management Discussion, Financial Condition or Plan of Operation.

Plan of Operation

We have not yet generated or realized any revenues from our business operations.
As of the fiscal year ended February 28, 2007 the company had $4,455 in cash. We
anticipate  that our current cash holdings and cash  generated  from  operations
will be insufficient to satisfy our liquidity  requirements over the next twelve
months and we will seek to obtain  additions  funding.  We will require  working
capital to support  our web site  development,  our  marketing  plan,  travel to
secure our product line and to pay legal and  accounting  fee's.  We  anticipate
raising additional capital through the sale of our common stock, debt securities
or alternative sources of financing.

If we are unable to obtain  this  additional  financing,  we may be  required to
reduce the scope of our planned sales and marketing activities, which would harm
the Company's financial condition and operating results.

There can be no  assurance  that we will be  successful  in  raising  additional
equity financing, and, thus be able to satisfy the future cash requirements. The
company depends on capital to be derived from future  financing  activities such
as subsequent  offerings of our shares.  Management  believes that if subsequent
private placements are successful,  the Company will be able to generate revenue
from sales of its  products  and  achieve  liquidity  within the next  twelve to
fourteen  months.  However,  investors  should be aware  that this is based upon
speculation  and there can be no assurance  that we will ever be able to reach a
level of profitability.

Over  the next 12  months  we plan to  raise  capital  and  start  sourcing  our
products.  We intend to hire an  independent  third  party  service  provider to
develop our web site in order to display our  products,  hire  commission  sales
staff and begin our sales and marketing activities.

We intend to begin sourcing  products by determining which factories in China to
purchase product samples from and negotiate  pricing and delivery  schedules for
the products  chosen.  Once the company has identified its candidate  suppliers,
our sole  officer  and  director  will  travel to Asia and visit  these  product
manufacturers.  The cost of travel and initial  sample  orders is expected to be
approximately $20,000.

Concurrently  with our  arrangements  for the  physical  delivery of our initial
product  samples,  we will hire an independent  third party service  provider to
develop a website to display  our  product  line to  prospective  customers.  We
estimate that the web site will cost $10,000 to build and place online.

We also  intend  to hire a  commission  sales  person  to begin  our  sales  and
marketing efforts. We anticipate the costs of our sales and marketing efforts to
be approximately $10,000 and the sales cycle (the length of time between initial
customer contact and sale completion) to be a minimum of 90 days.

                                      -4-
<PAGE>

If we can source a desirable  product line for purchase at acceptable prices and
we receive a positive reaction from our potential customers,  we will attempt to
raise money  through a private  placement,  public  offering or through loans to
purchase additional inventory to finance large product orders.

As the Company  expands its business,  it will likely incur  losses.  We plan to
fund these losses through revenues generated from our marketing  activities.  If
we are unable to satisfy our capital  requirements through revenue production or
if we are  unable to raise  additional  capital  through  the sale of our common
shares, we may have to borrow funds in order to sustain our business.  There can
be no assurance or guarantee  given that we will be able to borrow funds because
we  are a new  business  and  the  future  success  of  the  Company  is  highly
speculative.

At present, our sole officer and director is unwilling to make any commitment to
loan us any  funds,  but may  reconsider  if we  source  desirable  products  at
reasonable  pricing.  At the present time, we have not made any  arrangements to
raise additional cash. If we need additional cash but are unable to raise it, we
will either suspend  marketing  operations  until we do raise the cash, or cease
operations entirely. Other than as described in this paragraph, we have no other
financing plans.

If we are unable to  complete  any phase of our product  sourcing  or  marketing
efforts  because  we don't  have  enough  money,  we will  cease  our  sourcing,
marketing  and web site design  operations  until we raise money.  Attempting to
raise  capital after  failing in any phase of our  promotional  product-sourcing
plan would be difficult.  As such, if we cannot  secure  additional  proceeds we
will have to cease operations and investors would lose their entire investment.

Management  does not plan to hire  additional  employees at this time.  Our sole
officer and director will be responsible for the initial product sourcing.  Once
we have obtained our internet domain, we will hire an independent  consultant to
build the site.  We also  intend to hire sales  representatives  initially  on a
commission only basis to keep administrative overhead to a minimum.

The Company does not expect to purchase or sell any  significant  equipment  and
has no material commitments.

We have not current  plans,  preliminary  or otherwise,  to merge with any other
entity.

Off Balance Sheet Arrangement

As of the date of this Form 10-KSB,  the current funds  available to the Company
will not be sufficient to continue  maintaining a reporting status.  The cost to
maintain the reporting status of the Company for the next twelve months has been
estimated at $15,000.  Our officer and director,  Lorne Reicher has indicated to
the Company that he may be willing to provide the funds required to maintain the
reporting status in the form of a non-secured loan for the next twelve months as
the expenses  are  incurred,  if no other  proceeds are obtained by the Company.
However,  there is no  contract  in place or  written  agreement  securing  this
agreement.  As of February  28, 2007 our officer and  director  has advanced the
company  $3,121 in an  unsecured ,  non-interest  bearing  loan with no terms of
repayment.

Other  than  the  above  described  situation  the  Company  does  not  have any
off-balance  sheet  arrangements  that have or are  reasonably  likely to have a
current  or future  effect on the  Company's  financial  condition,  changes  in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital  expenditures or capital  resources that are material to investors.  The
term "off-balance sheet arrangement" generally means any transaction,  agreement
or other  contractual  arrangement  to which an entity  unconsolidated  with the
Company is a party, under which the Company has (i) any obligation arising under
a guarantee  contract,  derivative  instrument or variable  interest;  or (ii) a
retained or contingent  interest in assets transferred to such entity or similar
arrangement  that serves as credit,  liquidity  or market risk  support for such
assets.

                                      -5-
<PAGE>

Item 7.   Financial Statements

                                Plush Mall, Inc.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                February 28, 2007











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENT OF STOCKHOLDERS' DEFICIT

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS



                                      -6-
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of Plush Mall, Inc.:

We  have  audited  the  accompanying  balance  sheets  of  Plush  Mall,  Inc.  a
development  stage  company as February 28, 2007 and 2006 and the  statements of
operations,  stockholders'  deficit and cash flows for the years ended  February
28, 2007 and 2006, and the period from July 9, 2004 (date of inception)  through
February 28, 2007.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements and includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects, the financial position of Plush Mall, Inc. as of February 28, 2007 and
2006,  the results of its  operations  and its cash for the years ended February
28, 2007 and 2006 and the period from July 9, 2004 (date of  inception)  through
February 28, 2007 in accordance with accounting principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has not generated  revenues since inception,
has  incurred  losses  in  developing  its  business,  and  further  losses  are
anticipated.  The Company requires  additional funds to meet its obligations and
the costs of its  operations.  These factors raise  substantial  doubt about the
Company's  ability to continue as a going  concern.  Management's  plans in this
regard are  described  in Note 1. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.




                                           DALE MATHESON CARR-HILTON LABONTE LLP
                                           CHARTERED ACCOUNTANTS
Vancouver, Canada
May 2, 2007



                                      -7-
<PAGE>

<TABLE>
<CAPTION>
                                PLUSH MALL, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS


                                                        February 28,   February 28,
                                                            2007          2006
                                                        -----------    -----------

                                     ASSETS
<S>                                                     <C>            <C>
CURRENT ASSETS
   Cash                                                 $     4,455    $      --
   Prepaid expenses                                           1,036           --
                                                        -----------    -----------

                                                        $     5,491    $      --
                                                        ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES
   Accounts payable and accrued liabilities             $    10,593    $      --
   Due to related party (Note 4)                              3,121          3,099
                                                        -----------    -----------

                                                             13,714          3,099
                                                        -----------    -----------

GOING CONCERN (Note 1)

                             STOCKHOLDERS' DEFICIT
   Capital stock (Note 3)
   Authorized
      75,000,000 shares of common stock, $0.001 par value,
   Issued and outstanding
      10,200,000 shares of common stock (2006 - NIL)         10,200           --
   Additional paid-in capital                                12,800           --
   Deficit accumulated during the development stage         (31,223)        (3,099)
                                                        -----------    -----------

                                                             (8,223)        (3,099)
                                                        -----------    -----------

                                                        $     5,491    $      --
                                                        ===========    ===========
</TABLE>

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


                                      -8-
<PAGE>


<TABLE>
<CAPTION>

                                                   PLUSH MALL, INC.
                                             (A Development Stage Company)

                                               STATEMENTS OF OPERATIONS

                                                                                   Year ended           July 9, 2004
                                                                                  February 28,        date of inception)
                                                                           --------------------------  to  February 28,
                                                                               2007           2006           2007
                                                                           -----------    -----------    -----------
<S>                                                                        <C>            <C>            <C>

  GENERAL AND ADMINISTRATIVE EXPENSES
   Office and general                                                      $     8,239    $     1,400    $    10,674
   Professional fees                                                            19,885           --           20,549
                                                                           -----------    -----------    -----------

                                                                                28,124          1,400         31,223
                                                                           -----------    -----------    -----------

NET LOSS                                                                   $   (28,124)   $    (1,400)   $   (31,223)
                                                                           ===========    ===========    ===========



BASIC AND DILUTED NET LOSS PER SHARE                                       $     (0.00)   $     (0.00)
                                                                           ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED
                                                                             9,406,667           --
                                                                           ===========    ===========





              The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      -9-
<PAGE>
<TABLE>
<CAPTION>


                                                      PLUSH MALL, INC.
                                                (A Development Stage Company)

                                             STATEMENT OF STOCKHOLDERS' DEFICIT

                          FOR THE PERIOD FROM JULY 9, 2004 (DATE OF INCEPTION) TO FEBRUARY 28, 2007



                                                                                                   Deficit
                                                           Common Stock                          Accumulated
                                                   ---------------------------    Additional      During the
                                                      Number                       Paid-in       Development
                                                     of shares       Amount        Capital         Stage            Total
                                                   ------------   ------------   ------------   ------------    ------------
<S>                                                <C>            <C>            <C>            <C>             <C>
Balance, July 9, 2004                                      --     $       --     $       --     $       --      $       --

Net loss                                                   --             --             --           (1,699)         (1,699)
                                                   ------------   ------------   ------------   ------------    ------------

Balance, February 28, 2005                                 --             --             --           (1,699)         (1,699)

Net loss                                                   --             --             --           (1,400)         (1,400)
                                                   ------------   ------------   ------------   ------------    ------------

Balance, February 28, 2006                                 --             --             --           (3,099)         (3,099)

Common stock issued for cash at $0.001 per share
- March 31, 2006                                      7,000,000          7,000           --             --             7,000
Common stock issued for cash at $0.005 per share
- March 31, 2006                                      3,200,000          3,200         12,800           --            16,000

Net loss                                                   --             --             --          (28,124)        (28,124)
                                                   ------------   ------------   ------------   ------------    ------------

Balance, February 28, 2007                           10,200,000   $     10,200   $     12,800   $    (31,223)   $     (8,223)
                                                   ============   ============   ============   ============    ============




                         The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      -10-
<PAGE>

<TABLE>
<CAPTION>

                                PLUSH MALL, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS


                                                               Year ended           July 9, 2004
                                                              February 28,        date of inception)
                                                       --------------------------  to  February 28,
                                                           2007           2006           2007
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                             $   (28,124)   $    (1,400)   $   (31,223)
  Changes in operating assets and liabilities
      Prepaid expenses                                      (1,036)          --           (1,036)
     Accounts payable and accrued liabilities               10,593           --           10,593
                                                       -----------    -----------    -----------

NET CASH USED IN OPERATING ACTIVITIES                      (18,567)        (1,400)       (21,666)
                                                       -----------    -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                    23,000           --           23,000
  Related party advances                                        22          1,400          3,121
                                                       -----------    -----------    -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                   23,022          1,400         26,121
                                                       -----------    -----------    -----------

INCREASE IN CASH                                             4,455           --            4,455

CASH, BEGINNING                                               --             --             --
                                                       -----------    -----------    -----------

CASH, ENDING                                           $     4,455    $      --      $     4,455
                                                       ===========    ===========    ===========



Supplemental disclosures with respect to cash flows:

  Interest paid                                        $      --      $      --      $      --
                                                       ===========    ===========    ===========

  Income taxes paid                                    $      --      $      --      $      --
                                                       ===========    ===========    ===========




          The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      -11-
<PAGE>




                                PLUSH MALL, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS

                                FEBRUARY 28, 2007
 -------------------------------------------------------------------------------


NOTE 1 - NATURE OF OPERATIONS

Plush Mall, Inc.  ("Plush Mall" or the "Company") is in the initial  development
stage. The Company was incorporated on July 9, 2004 in the State of Nevada.  The
Company intends to import and sell plush toys and other related products through
its website and by other means as determined by the Company's  market  research.
The focus of the Company will be to take  advantage of the North  American  gift
giving  industry that is centered on annual  holidays.  The Company's  principal
business   activities   will  include   creating  and   maintaining   an  online
store/website  where  customers  can  preview and  purchase  its  products.  The
principal  products  will be plush toys and stuffed  animals that are sourced in
the Peoples Republic of China.


Going Concern
-------------

These  financial  statements  have been prepared on a going concern  basis.  The
Company has incurred losses since inception  resulting in an accumulated deficit
of $31,223 and has a working  capital  deficiency of $8,223 at February 28, 2007
and further losses are  anticipated in the  development of its business  raising
substantial  doubt about the Company's  ability to continue as a going  concern.
Its ability to continue as a going concern is dependent  upon the ability of the
Company to generate  profitable  operations  in the future  and/or to obtain the
necessary  financing to meet its obligations  and repay its liabilities  arising
from normal business operations when they come due. Management has plans to seek
additional financing through private placements of its common stock and/or loans
from  directors.  These  financial  statements  do not include  any  adjustments
relating to the  recoverability  and  classification  of recorded assets, or the
amounts of and  classification  of  liabilities  that might be  necessary in the
event the Company cannot continue.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Basis of presentation
---------------------
These financial  statements are presented in United States dollars and have been
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles.

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

Foreign Currency Translation
----------------------------
In  accordance  with  SFAS  No.  52,  "Foreign  Currency  Translation",  foreign
denominated  monetary  assets and  liabilities  are  translated  to their United
States dollar  equivalents  using foreign  exchange rates which prevailed at the
balance  sheet date.  Revenue and expenses are  translated  at average  rates of
exchange during the period.  Related  translation  adjustments are reported as a
separate  component of stockholders'  equity,  whereas gains or losses resulting
from foreign currency transactions are included in results of operations.

                                      -12-
<PAGE>

Website Development Costs
-------------------------
The Company has adopted the  provisions  of EITF 00-2  "Accounting  for Web Site
Development  Costs"  and AICPA SOP 98-1  "Accounting  for the Costs of  Computer
Software  Developed or Obtained for Internal Use" whereby costs  incurred in the
preliminary  project  phase are  expensed  as  incurred;  costs  incurred in the
application  development  phase  are  capitalized;  and  costs  incurred  in the
post-implementation  operating phase,  including costs of acquiring content, are
expensed as incurred.  The Company has not  currently  incurred any  significant
development costs relating to its operational websites.

Financial instruments
---------------------
The  carrying  value of cash,  accounts  payable  and accrued  liabilities,  and
amounts due to related party  approximates their fair value because of the short
maturity  of these  instruments.  The  Company's  operations  are in Canada  and
virtually all of its assets and liabilities are giving rise to market risks from
changes  in  foreign  currency  rates.  Currently,  the  Company  does  not  use
derivative instruments to reduce its exposure to foreign currency risk.

Loss per common share
---------------------
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period.  Dilutive  earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company.  Because
the Company does not have any potentially dilutive securities,  diluted loss per
share is equal to basic loss per share.

Income taxes
------------
The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of assets and liabilities  and their  respective tax balances.
Deferred tax assets and liabilities are measured using enacted or  substantially
enacted tax rates  expected to apply to the taxable income in the years in which
those  differences  are  expected  to be  recovered  or  settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income  in the  period  that  includes  the  date of  enactment  or  substantive
enactment.  As  at  February  28,  2007  the  Company  had  net  operating  loss
carryforwards,  however, due to the uncertainty of realization,  the Company has
provided a full valuation  allowance for the deferred tax assets  resulting from
these loss carryforwards.

Stock-based compensation
------------------------
The Company  has not  adopted a stock  option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded to date.

Recent Accounting Pronouncements
--------------------------------
In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized  gains and losses on items for which the fair  value  option has been
elected are  reported in earnings.  SFAS No. 159 is  effective  for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to  recognize  the over funded or under  funded  status of a defined
benefit post retirement  plan (other than a  multiemployer  plan) as an asset or
liability in its statement of financial  position,  and to recognize  changes in
that funded status in the year in which the changes occur through  comprehensive


                                      -13-
<PAGE>

income.  SFAS No. 158 is effective  for fiscal  years ending after  December 15,
2006.  The adoption of SFAS No. 158 had no impact on the  financial  position or
results of operations of the Company.

In September  2006,  the FASB issued SFAS No. 157, "Fair Value  Measures".  This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principle, expands disclosures about fair value
measurements,  and applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 does not require any new fair value
measurements.  However,  the  FASB  anticipates  that  for  some  entities,  the
application  of SFAS No.  157 will  change  current  practice.  SFAS No.  157 is
effective  for  financial  statements  issued for fiscal years  beginning  after
November  15,  2007,  which for the Company  would be the fiscal year  beginning
March 1, 2008.  The Company is currently  evaluating  the impact of SFAS No. 157
but does  not  expect  that it will  have a  material  impact  on its  financial
statements.

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors. SAB No. 108 is effective for periods ending after November
15,  2006.  The adoption of SAB 108 had no impact on the  financial  position or
results of operations of the Company.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized  gains and losses on items for which the fair  value  option has been
elected are  reported in earnings.  SFAS No. 159 is  effective  for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.

NOTE 3 - CAPITAL STOCK
--------------------------------------------------------------------------------

During the year ended February 28, 2007 the Company issued  10,200,000 shares of
its common stock for cash proceeds of $23,000.

NOTE 4 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

As of February  28,  2007,  a director of the Company  advanced  $3,121  (2006 -
$3,099) to the Company. The amounts payable are unsecured,  non-interest bearing
with no set terms of repayment.

NOTE 5 - INCOME TAXES
--------------------------------------------------------------------------------

As of February 28, 2007,  the Company had net operating  loss  carryforwards  of
approximately  $31,000  that may be available to reduce  future  years'  taxable
income and will expire commencing in 2025. Availability of loss usage is subject
to change of ownership  limitations  under Internal Revenue Code 382. Future tax
benefits which may arise as a result of these losses have not been recognized in
these  financial  statements,  as their  realization is determined not likely to
occur and accordingly,  the Company has recorded a full valuation  allowance for
the deferred tax asset relating to these tax loss carryforwards.

                                      -14-
<PAGE>


NOTE 6 - SUBSEQUENT EVENT
--------------------------------------------------------------------------------

Subsequent to February 28, 2007 the Company received an unsecured,  non interest
bearing  loan with no set terms of  repayment,  from a director in the amount of
$10,000.

Item 8. Changes in and Disagreements on Accounting and Financial Disclosures.

None

Item 8A.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, Lorne Reicher conducted
an evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls  and  procedures,  as defined in Rules  13a-15(e)  and Rule
15d-15(e)  under the Exchange Act.  Based upon his evaluation as of February 28,
2007 he concluded that those disclosure controls and procedures are effective.

Internal Control over Financial Reporting

There have been no changes in the  Company's  internal  control  over  financial
reporting  during the fiscal year ended  February 28, 2007 that have  materially
affected,  or are reasonably  likely to affect,  the Company's  internal control
over financial reporting.

Management's Report on Internal Control over Financial Reporting

Plush Mall's management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange  Act.  Our  internal  control  over  financial  reporting  is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of financial  statements for external  purposes in
accordance with accounting principles generally accepted in the United States of
America.  Because of its inherent  limitations,  internal control over financial
reporting  may not prevent or detect  misstatements.  Also,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

We have  assessed  the  effectiveness  of the  Company's  internal  control over
financial reporting as of the fiscal year end dated February 28, 2007. In making
the  assessment,  it used the criteria set forth by the  Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in "Internal  Control-Integrated
Framework." Based on that assessment,  we have concluded that, as of fiscal year
ended  February 28,  2007,  our internal  control  over  financial  reporting is
effective based on those criteria.

                                    PART III

Item 9.   Directors,  Executive  Officers,  Promoters,  and Control  Persons and
          Corporate Governance.

Identification of Directors and Executive Officers

<TABLE>
<CAPTION>

Name               Age    Term Served         Title
----               ---    -----------         -----
<S>                 <C>   <C>                 <C>
Lorne Reicher       50    Since inception     President, Secretary Treasurer,
                                              Principal Executive Officer
                                              Principal Financial Officer
                                                   and sole member of the Board of Directors
</TABLE>

There are no other persons  nominated or chosen to become directors or executive
officers,  nor do we have any employees other than above  mentioned  officer and
director.

Our directors hold office until the next annual meeting of shareholders  and the
election  and   qualification  of  their   successors.   Directors   receive  no
compensation for serving on the board of directors other than the  reimbursement
of reasonable expenses incurred in attending meetings. Officers are appointed by
the board of directors and serve at the discretion of the board.

Officer and Director Background:

Lorne Reicher, President, CEO, Director, Secretary/Treasurer
------------------------------------------------------------

Mr. Lorne  Reicher,  is our sole officer and  director.  Over the past 25 years,
Lorne  Reicher  has managed  several  major sales and  marketing  programs.  Mr.
Reicher's  experience  spans  catalog  sales,   marketing  goods  and  services,
marketing online education and successfully managing the franchising  department
of a major Canadian department store chain, Hartco Enterprises.

From  September 2002 to present,  Mr. Reicher was sales manager for  Counterpath
Solutions,  Inc., a company  specializing  in voice over the  Internet  protocol
telephony  services  and  products,   where  he  developed  sales  programs  and
international distribution channels.

From October 1999 to March 2002,  Mr.  Reicher was Vice  President of Operations
for Eduverse,  marketing  software for teaching English as a second language and
online  ESL  instruction.  Mr.  Reicher  started in the  computer  and high tech
industry  in 1976 where he designed  and  implemented  an image based  marketing
campaign to increase  awareness and service which  effectively  increased Wizard
Computer  Systems' sales by over 500% in 3 years.  Mr. Reicher is not a director
of any other reporting company.

Significant Employees
---------------------

The  Company  does not, at present,  have any  employees  other than the current
officer and director. We have not entered into any employment agreements,  as we
currently  do not  have  any  employees  other  than the  current  officers  and
directors.

Family Relations
----------------

There are no family  relationships  among the  Directors  and  Officers of Plush
Mall, Inc.

Involvement in Legal Proceedings
--------------------------------

No  executive  Officer or  Director of the  Company  has been  convicted  in any
criminal  proceeding  (excluding  traffic  violations)  or is the  subject  of a
criminal proceeding that is currently pending.

No  executive  Officer or  Director of the Company is the subject of any pending
legal proceedings.

                                      -15-
<PAGE>

No  Executive  Officer or Director of the Company is involved in any  bankruptcy
petition  by or against  any  business  in which  they are a general  partner or
executive  officer  at this time or within  two  years of any  involvement  as a
general partner, executive officer, or Director of any business.

Item 10.   Executive Compensation.

Our current executive officer and director does not receive any compensation and
has not received any restricted shares awards, options, or any other payouts. As
such, we have not included a Summary Compensation Table.

There are no current employment agreements between the Company and its executive
officer or  director.  Our  executive  officer and  director  has agreed to work
without remuneration until such time as we receive sufficient revenues necessary
to provide  proper  salaries to the  officer and  compensate  the  director  for
participation.  Our executive  officer and director has the  responsibility  for
determining the timing of remuneration for key personnel based upon such factors
as positive cash flow to include  shares sales,  product  sales,  estimated cash
expenditures,  accounts receivable,  accounts payable, notes payable, and a cash
balance of not less than  $50,000 at each month  end.  When  positive  cash flow
reaches  $15,000  at each  month  end and  appears  sustainable,  the  board  of
directors  will  re-address  compensation  for key personnel and enact a plan at
that time which will  benefit the Company as a whole.  At this time,  management
cannot accurately estimate when sufficient revenues will occur to implement this
compensation, or the exact amount of compensation.

There are no  annuity,  pension or  retirement  benefits  proposed to be paid to
officers,  directors or employees of the  corporation in the event of retirement
at normal  retirement  date pursuant to any presently  existing plan provided or
contributed to by Company.

Item 11.  Security Ownership of Certain Beneficial Owners and Management Related
          Stockholder Matters.

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership of our common  shares as it relates to our named  director
and executive officer, and each person known to the Company to be the beneficial
owner  of  more  than  five  percent  (5%) of  said  securities,  and all of our
directors and executive officers as a group:
<TABLE>
<CAPTION>
Name and Position                        Shares                Percent            Security
-----------------                        ------                -------            --------
<S>                                      <C>                   <C>
Lorne Reicher
President and Director                   7,000,000             67.9%              Common
==========================================================================================
Officers and Directors as
a Group (1)                              7,000,000             67.9%              Common
</TABLE>

The address for Lorne Reicher is 7958 11th Avenue,  Burnaby,  BC V3N 2N6 Canada.
The above referenced common shares were paid for and issued in March,  2006, for
consideration of $0.001 per share total consideration of $7,000.

Item 12.   Certain Relationships and Related Transactions.

Currently,  there are no  contemplated  transactions  that the Company may enter
into with our officers,  directors or affiliates.  If any such  transactions are
contemplated we will file such disclosure in a timely manner with the Commission
on the proper form making such transaction available for the public to view.

                                      -16-
<PAGE>

The Company has no formal written  employment  agreement or other contracts with
our current officer,  and there is no assurance that the services to be provided
by him will be  available  for any  specific  length of time in the future.  Mr.
Reicher  anticipates  devoting  at a  minimum,  ten to  fifteen  percent  of his
available time to the Company's  affairs.  The amounts of compensation and other
terms of any full time employment arrangements would be determined, if and when,
such arrangements become necessary.

Item 13.   Exhibits.

The following exhibits are incorporated into this Form 10-KSB Annual Report:

Exhibit No.                        Description
-----------                        -----------
          3.1       Articles of Incorporation [1]
          3.2       By-Laws of Plush Mall, Inc. [2]
         31.1       Certification  of Chief Executive  Officer  Pursuant to Rule
                    13a-14(a)  or 15d-14(a)  of the  Securities  Exchange Act of
                    1934
         31.2       Certification  of Chief Financial  Officer  Pursuant to Rule
                    13a-14(a)  or 15d-14(a)  of the  Securities  Exchange Act of
                    1934*
         32.1       Certification of Chief Executive  Officer under Section 1350
                    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002
         32.2       Certification of Chief Financial  Officer under Section 1350
                    as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                    of 2002**

[1]  Incorporated by reference from the Company's SB-2 filed with the Commission
on December 1, 2006.

[2]  Incorporated by reference from the Company's SB-2 filed with the Commission
on December 1, 2006.

  * Included in Exhibit 31.1
** Included in Exhibit 32.1

Item 14.   Principal Accountant Fees and Services.

During the fiscal year ended February 28, 2007 we incurred  approximately $7,000
in fees to our  principal  independent  accountants  for  professional  services
rendered in  connection  with the audit of financial  statements  for the fiscal
year ended  February 28, 2007.  For review of our financial  statements  for the
quarters  ended May 31, 2006,  August 31, 2006 and November 30, 2006 we incurred
approximately  $6,000  in  fees to our  principal  independent  accountants  for
professional services.

During the fiscal year ended  February 28, 2007, we did not incur any other fees
for professional services rendered by our principal independent  accountants for
all other non-audit services which may include,  but not limited to, tax related
services, actuarial services or valuation services.

Signatures

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.
<TABLE>
<CAPTION>
    Plush Mall, Inc.

<S>                         <C>
    Dated: May 29, 2007     /s/ Lorne Reicher
                            ----------------------
                            Lorne Reicher
                            President, Secretary Treasury, Principal Executive Officer and
                            Principal Financial Officer and Sole Director
</TABLE>


                                      -17-