As filed with the Securities and
Exchange Commission on _____, 2000.                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

          Nevada                                        98-0203927
---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or organization)

                             1000-355 Burrard Street
                       Vancouver, British Columbia V6C 2G8
                                     CANADA
             ------------------------------------------------------
                    (Address of Principal Executive Offices)


                      Stock Option Grant to Brian C. Doutaz
                     Stock Option Grant to Albert R. Timcke
                             1999 Stock Option Plan
             ------------------------------------------------------
                           (Full titles of the plans)

                     The Corporation Trust Company of Nevada
                              One East First Street
                                 Reno, NV 89501
             ------------------------------------------------------
                     (Name and address of agent for service)

                                 (877) 566-1212
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>

                                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to    Proposed Maximum Offering Price    Proposed Maximum Aggregate      Amount of
Securities to be Registered(1)    be Registered             Per Share                     Offering Price         Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                    <C>                              <C>                       <C>
Common Shares subject to Stock       800,000                $0.175(2)                        $140,000                  $37
Option Grant to Brian C. Doutaz
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to Stock      1,100,000               $0.182(2)                        $200,000                  $53
Option Grant to Albert R. Timcke
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to Stock       100,000                 $0.10(2)                        $10,000                    $3
Option Grant to Gerald W.
Williams
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to             775,000                 $0.75(2)                        $435,937                 $115
outstanding options under the
1999 Stock Option Plan.
----------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to         725,000                $0.375(3)                        $271,875                  $72(3)
outstanding options under the
1999 Stock Option Plan.
----------------------------------------------------------------------------------------------------------------------------------
Total:                              3,500,000                                                                        $280.00
                                  Common Shares
----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, par value $0.001 per share,  offered by the Company pursuant
     to the  options  or rights  registered  hereunder  and more fully set forth
     below.
(2)  Based on the average of the  exercise  prices of the options  granted as of
     the date of the filing of this  registration  statement.

(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low  prices for the  Registrant's  common  shares on July 7,  2000,  as
     quoted on the NASD  Over-The-Counter  Bulletin Board,  which was $0.375 per
     share.
</TABLE>


================================================================================
<PAGE>

This  registration  statement on Form S-8  registers  common  shares,  par value
$0.001  per  share,  of  Kidstoysplus.com,   Inc.,  a  Nevada  corporation  (the
"Registrant") to be issued pursuant to the exercise of options or rights granted
under:

     (a)  The grant of stock options to Brian C. Doutaz pursuant to a Consulting
          Agreement  by and between  Kidstoysplus.com,  Inc. and Brian C. Doutaz
          dated  April  1,  1999,  as  amended  by an  Amendment  to  Consulting
          Agreement dated May 15, 2000.
     (b)  The  grant  of  stock  options  to  Albert  R.  Timcke  pursuant  to a
          Consulting Agreement by and between Kidstoysplus.com,  Inc. and Albert
          R. Timcke dated April 1, 1999.
     (c)  The grant of stock  options to Gerald  Wayne  Williams  pursuant  to a
          Consulting Agreement by and between Kidstoysplus.com,  Inc. and Gerald
          Wayne Williams dated May 1, 1999.
     (d)  The Registrant's 1999 Stock Option Plan.


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  Annual  Report filed on Form 10-KSB on May 12, 2000,
and the  Registrant's  Registration  Statement  on Form 10-SB filed  pursuant to
Section 12(b) or 12(g) of the Exchange  Act,  filed on June 18, 1999, as amended
on September 23, 1999, and as amended on October 26, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registration
Statement incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  Registration Statement on Form 10-SB filed with the Securities and
Exchange  Commission  on June 18, 1999,  including any amendment or report filed
for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

We entered into indemnification  arrangements with our current director,  Albert
R. Timcke, and our former director, Brian C. Doutaz, pursuant to which we agreed
to indemnify  them for actions taken in their capacity as officers and directors
of our company. Our Articles of Incorporation and Bylaws require us to indemnify
our officers and directors to the full extent permitted by Nevada law.

Section  78.751 of the Nevada  General  Corporation  Law permits a  corporation,
under specified circumstances,  to indemnify its directors,  officers, employees
or agents against  expenses,  including  attorney's fees,  judgments,  fines and
amounts  paid  in  settlements  actually  and  reasonably  incurred  by  them in
connection  with any  action,  suit or  proceeding  brought by third  parties by
reason  of the fact  that they were or are  directors,  officers,  employees  or
agents of the  corporation,  if such  directors,  officers,  employees or agents
acted in good faith and in a manner  they  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.



                                      II-2
<PAGE>

In a  derivative  action,  that is,  one by or in the right of the  corporation,
indemnification  may be made only for expenses actually and reasonably  incurred
by directors,  officers,  employees or agents in connection  with the defense or
settlement  of an action or suit,  and only with respect to a matter as to which
they shall have acted in good faith and in a manner they reasonably  believed to
be in or not opposed to the best  interests of the  corporation,  except that no
indemnification  shall be made if such person shall have been adjudged liable to
the  corporation,  unless  and only to the  extent  that the  court in which the
action or suit was brought shall determine upon  application  that the defendant
directors,  officers,  employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

Our Articles of Incorporation and Bylaws also contain provisions stating that no
director shall be liable to us or any of our  stockholders  for monetary damages
for breach of fiduciary duty as a director,  except with respect to (1) a breach
of the director's  duty of loyalty to the corporation or its  stockholders,  (2)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) liability under Nevada law for unlawful payment of
dividends,  or unlawful stock purchases or redemptions or (4) a transaction from
which the director derived an improper  personal  benefit.  The intention of the
foregoing  provisions  is to eliminate  the  liability  of our  directors or our
stockholders to the fullest extent permitted by Nevada law

We currently  maintain  Directors'  and  Officers'  Liability  Insurance for our
Directors and Officers.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit
Number              Description
------              -----------
 4.1                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Brian C. Doutaz dated April 1, 1999.(1)

 4.2                Amendment   to   Consulting   Agreement   by   and   between
                    Kidstoysplus.com,  Inc.,  and Brian C. Doutaz  dated May 15,
                    2000.

 4.3                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Albert R. Timcke dated April 1, 1999. (1)

 4.4                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Gerald Wayne Williams dated May 1, 1999. (1)

 4.5                Kidstoysplus.com, Inc. 1999 Stock Option Plan (1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)

--------------------------
(1)  Previously filed on June 18, 1999.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;



                                      II-3
<PAGE>

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

          (2) That for the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.



                                      II-4
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Courtenay, Province of British Columbia, Canada,
on this 27th day of June, 2000.

                                   KIDSTOYSPLUS.COM INC.


                                   By: /s/ Albert R. Timcke
                                       -----------------------------------------
                                       Albert R. Timcke
                                       President and Director












                                      II-5
<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature  appears below  constitutes and appoints Albert
R. Timcke, his attorney-in-fact, with the power of substitution, for them in any
and all capacities,  to sign any amendments to this registration statement,  and
to file the same,  with  exhibits  thereto  and other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that said attorneys-in-fact,  or their substitute or substitutes,
may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

        Signature                        Title                         Date
        ---------                        -----                         ----


/s/ Albert R. Timcke            President and Director             June 30, 2000
----------------------------    (Principal Executive Officer)
Albert R. Timcke                (Principal Financial Officer
                                and Accounting Officer)



/s/ Timothy J. Anderson         Director                           June 30, 2000
----------------------------
Timothy J. Anderson



/s/ Mark McFarland              Director                           June 30, 2000
----------------------------
Mark McFarland









                                      II-6
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number              Description
------              -----------
 4.1                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Brian C. Doutaz dated April 1, 1999.(1)

 4.2                Amendment   to   Consulting   Agreement   by   and   between
                    Kidstoysplus.com,  Inc.,  and Brian C. Doutaz  dated May 15,
                    2000.

 4.3                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Albert R. Timcke dated April 1, 1999. (1)

 4.4                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Gerald Wayne Williams dated May 1, 1999. (1)

 4.5                Kidstoysplus.com, Inc. 1999 Stock Option Plan (1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)

--------------------------
(1)  Previously filed on June 18, 1999.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20260}]
{"company-data": {"conformed-name": "KIDSTOYSPLUS COM INC", "cik": "0001084551", "assigned-sic": "5945", "irs-number": "980203927", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41128", "film-number": "670901"}, "business-address": {"street1": "355 BURRARD ST SUITE 1000", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 2G8", "state": "A2", "zip": "00000"}, "mail-address": {"street1": "355 BURRARD ST SUITE 1000", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 2G8", "state": "A2", "zip": "00000"}}
As filed with the Securities and
Exchange Commission on _____, 2000.                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

          Nevada                                        98-0203927
---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or organization)

                             1000-355 Burrard Street
                       Vancouver, British Columbia V6C 2G8
                                     CANADA
             ------------------------------------------------------
                    (Address of Principal Executive Offices)

                      Stock Option Grant to Brian C. Doutaz
                     Stock Option Grant to Albert R. Timcke
                             1999 Stock Option Plan
             ------------------------------------------------------
                           (Full titles of the plans)

                     The Corporation Trust Company of Nevada
                              One East First Street
                                 Reno, NV 89501
             ------------------------------------------------------
                     (Name and address of agent for service)

                                 (877) 566-1212
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of              Amount to    Proposed Maximum Offering Price    Proposed Maximum Aggregate      Amount of
Securities to be Registered(1)    be Registered             Per Share                     Offering Price         Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to Stock       800,000                $0.175(2)                        $140,000                  $37
Option Grant to Brian C. Doutaz
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to Stock      1,100,000               $0.182(2)                        $200,000                  $53
Option Grant to Albert R. Timcke
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to Stock       100,000                 $0.10(2)                        $10,000                    $3
Option Grant to Gerald W.
Williams
----------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to             775,000                 $0.75(2)                        $435,937                 $115
outstanding options under the
1999 Stock Option Plan.
----------------------------------------------------------------------------------------------------------------------------------
Common Shares not subject to         725,000                $0.375(3)                        $271,875                  $72(3)
outstanding options under the
1999 Stock Option Plan.
----------------------------------------------------------------------------------------------------------------------------------
Total:                              3,500,000                                                                        $280.00
                                  Common Shares
----------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares, par value $0.001 per share,  offered by the Company pursuant
     to the  options  or rights  registered  hereunder  and more fully set forth
     below.
(2)  Based on the average of the  exercise  prices of the options  granted as of
     the date of the filing of this  registration  statement.

(3)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average high
     and low  prices for the  Registrant's  common  shares on July 7,  2000,  as
     quoted on the NASD  Over-The-Counter  Bulletin Board,  which was $0.375 per
     share.
================================================================================
This  registration  statement on Form S-8  registers  common  shares,  par value
$0.001  per  share,  of  Kidstoysplus.com,   Inc.,  a  Nevada  corporation  (the
"Registrant") to be issued pursuant to the exercise of options or rights granted
under:

     (a)  The grant of stock options to Brian C. Doutaz pursuant to a Consulting
          Agreement  by and between  Kidstoysplus.com,  Inc. and Brian C. Doutaz
          dated  April  1,  1999,  as  amended  by an  Amendment  to  Consulting
          Agreement dated May 15, 2000.
     (b)  The  grant  of  stock  options  to  Albert  R.  Timcke  pursuant  to a
          Consulting Agreement by and between Kidstoysplus.com,  Inc. and Albert
          R. Timcke dated April 1, 1999.
     (c)  The grant of stock  options to Gerald  Wayne  Williams  pursuant  to a
          Consulting Agreement by and between Kidstoysplus.com,  Inc. and Gerald
          Wayne Williams dated May 1, 1999.
     (d)  The Registrant's 1999 Stock Option Plan.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents  listed in (a) through (c) below are  incorporated by reference in
this registration statement.

     (a) The  Registrant's  Annual  Report filed on Form 10-KSB on May 12, 2000,
and the  Registrant's  Registration  Statement  on Form 10-SB filed  pursuant to
Section 12(b) or 12(g) of the Exchange  Act,  filed on June 18, 1999, as amended
on September 23, 1999, and as amended on October 26, 1999.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Exchange  Act since  the end of the  fiscal  year  covered  by the  Registration
Statement incorporated by reference herein pursuant to (a) above.

     (c)  The  description  of  the  Registrant's  securities  contained  in the
Registrant's  Registration Statement on Form 10-SB filed with the Securities and
Exchange  Commission  on June 18, 1999,  including any amendment or report filed
for the purpose of updating such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

We entered into indemnification  arrangements with our current director,  Albert
R. Timcke, and our former director, Brian C. Doutaz, pursuant to which we agreed
to indemnify  them for actions taken in their capacity as officers and directors
of our company. Our Articles of Incorporation and Bylaws require us to indemnify
our officers and directors to the full extent permitted by Nevada law.

Section  78.751 of the Nevada  General  Corporation  Law permits a  corporation,
under specified circumstances,  to indemnify its directors,  officers, employees
or agents against  expenses,  including  attorney's fees,  judgments,  fines and
amounts  paid  in  settlements  actually  and  reasonably  incurred  by  them in
connection  with any  action,  suit or  proceeding  brought by third  parties by
reason  of the fact  that they were or are  directors,  officers,  employees  or
agents of the  corporation,  if such  directors,  officers,  employees or agents
acted in good faith and in a manner  they  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.

                                      II-2
In a  derivative  action,  that is,  one by or in the right of the  corporation,
indemnification  may be made only for expenses actually and reasonably  incurred
by directors,  officers,  employees or agents in connection  with the defense or
settlement  of an action or suit,  and only with respect to a matter as to which
they shall have acted in good faith and in a manner they reasonably  believed to
be in or not opposed to the best  interests of the  corporation,  except that no
indemnification  shall be made if such person shall have been adjudged liable to
the  corporation,  unless  and only to the  extent  that the  court in which the
action or suit was brought shall determine upon  application  that the defendant
directors,  officers,  employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

Our Articles of Incorporation and Bylaws also contain provisions stating that no
director shall be liable to us or any of our  stockholders  for monetary damages
for breach of fiduciary duty as a director,  except with respect to (1) a breach
of the director's  duty of loyalty to the corporation or its  stockholders,  (2)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) liability under Nevada law for unlawful payment of
dividends,  or unlawful stock purchases or redemptions or (4) a transaction from
which the director derived an improper  personal  benefit.  The intention of the
foregoing  provisions  is to eliminate  the  liability  of our  directors or our
stockholders to the fullest extent permitted by Nevada law

We currently  maintain  Directors'  and  Officers'  Liability  Insurance for our
Directors and Officers.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit
Number              Description
------              -----------
 4.1                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Brian C. Doutaz dated April 1, 1999.(1)

 4.2                Amendment   to   Consulting   Agreement   by   and   between
                    Kidstoysplus.com,  Inc.,  and Brian C. Doutaz  dated May 15,
                    2000.

 4.3                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Albert R. Timcke dated April 1, 1999. (1)

 4.4                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Gerald Wayne Williams dated May 1, 1999. (1)

 4.5                Kidstoysplus.com, Inc. 1999 Stock Option Plan (1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)

--------------------------
(1)  Previously filed on June 18, 1999.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

                                      II-3
(ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high and of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than 20%  change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

          (2) That for the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act, (and, where applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Courtenay, Province of British Columbia, Canada,
on this 27th day of June, 2000.

                                   KIDSTOYSPLUS.COM INC.

                                   By: /s/ Albert R. Timcke
                                       -----------------------------------------
                                       Albert R. Timcke
                                       President and Director

                                      II-5
POWER OF ATTORNEY

     Each person whose signature  appears below  constitutes and appoints Albert
R. Timcke, his attorney-in-fact, with the power of substitution, for them in any
and all capacities,  to sign any amendments to this registration statement,  and
to file the same,  with  exhibits  thereto  and other  documents  in  connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that said attorneys-in-fact,  or their substitute or substitutes,
may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the date indicated.

        Signature                        Title                         Date
        ---------                        -----                         ----

/s/ Albert R. Timcke            President and Director             June 30, 2000
----------------------------    (Principal Executive Officer)
Albert R. Timcke                (Principal Financial Officer
                                and Accounting Officer)

/s/ Timothy J. Anderson         Director                           June 30, 2000
----------------------------
Timothy J. Anderson

/s/ Mark McFarland              Director                           June 30, 2000
----------------------------
Mark McFarland

                                      II-6
EXHIBIT INDEX

Exhibit
Number              Description
------              -----------
 4.1                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Brian C. Doutaz dated April 1, 1999.(1)

 4.2                Amendment   to   Consulting   Agreement   by   and   between
                    Kidstoysplus.com,  Inc.,  and Brian C. Doutaz  dated May 15,
                    2000.

 4.3                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Albert R. Timcke dated April 1, 1999. (1)

 4.4                Consulting Agreement by and between  Kidstoysplus.com,  Inc.
                    and Gerald Wayne Williams dated May 1, 1999. (1)

 4.5                Kidstoysplus.com, Inc. 1999 Stock Option Plan (1)

 5.1                Opinion of Marshall, Hill, Cassas & de Lipkau

23.1                Consent of Davidson & Company

23.2                Consent of Marshall,  Hill,  Cassas & de Lipkau (included in
                    Exhibit 5.1)

24.1                Power  of  Attorney  (See  page  II-5 of  this  registration
                    statement)

--------------------------
(1)  Previously filed on June 18, 1999.