Stealth Medialabs Inc – ‘PREM14A’ on 4/10/01

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement                           63±   240K 

Document Table of Contents

SCHEDULE 14A INFORMATION                                                        

Proxy Statement Pursuant to Section 14(a) of the Securities           
Exchange Act of 1934 (Amendment No.    )            

Filed by the Registrant [ x ]                                                   
Filed by a Party other than the Registrant [  ]                                 

Check the appropriate box:                                                      

[ x ] Preliminary Proxy Statement       [   ]  Confidential, for Use of the     
                                Commission Only (as permitted by
                Rule 14a6(e)(2))
[   ]  Definitive Proxy Statement                                               
[   ]  Definitive Additional Materials                                          
[   ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12            

KidsToysPlus.com, Inc.            
(Name of registrant as Specified in its Charter)            

Payment of Filing Fee (Check the appropriate box):                              

[    ]  No fee required                                                         
[ x ]  Fee computed on table below per Exchange Act Rule 14a-6(I)(4)            
and 0-11.                                                                       

1) Title of each class of securities to which transaction applies:      
Common                                                                  

2) Aggregate number of securities to which transaction applies:         
11,130,884                                                              

3) Per unit price or other underlying value of transaction              
computed pursuant to Exchange Act rule 0-11 (Set forth the              
amount of which the filing fee is calculated and state how it           
was determined):  Fee based on sale price of assets of                  
$160,000.                                                               

4) Proposed maximum aggregate value of transaction: $160,000            

5) Total fee paid: $32.00                                               

[    ]  Fee paid previously with preliminary materials.                         
[    ]  Check box if any part of the fee is offset as provided by               
Exchange Act Rule 0-11(a)(2) and identify the filing for which the              
offsetting fee was paid previously.  Identify the previous filing by            
registration statement number, or the Form or Schedule and the date of          
its filing.                                                                     
1) Amount Previously Paid:                                              
2) Form, Schedule or Registration Statement No.:                        
3) Filing Party:                                                        
4) Date Filed:                                                          

KIDSTOYSPLUS.COM, Inc.        
2924 Cliffe Avenue        
Courtenay, British Columbia, Canada         
V9N 2L7         

Office of Michael L. Labertew, Attorney at Law        
4685 South Highland Drive #202A         
Salt Lake City, Utah 84117        
(address of meeting)        

SPECIAL MEETING OF STOCKHOLDERS         
April 30, 2001        

PROXY STATEMENT AND NOTICE        

SOLICITATION OF PROXIES         

The enclosed proxy is being solicited by the Board of Directors of        
KidsToysPlus.com, Inc., a Nevada corporation ("KidsToysPlus" or the             
"Company"), for use at the Special Meeting of the Stockholders of               
KidsToysPlus (the "Special Meeting") to be held at 10:00 a.m., on Monday,       
April 30, 2001, at the office of Michael L. Labertew, Attorney at Law           
listed above, and at any adjournment thereof.  This Proxy Statement             
serves as notice of the Special Meeting, a description of the proposals         
to be addressed at the Special Meeting, and a source of information on          
the Company and its management.                                                 

Stockholders may revoke their proxies by delivering a written notice    
of revocation to the Secretary of the Company at any time prior to the          
exercise thereof, by the execution of a later-dated proxy by the same           
person who executed the prior proxy with respect to the same shares or by       
attendance at the Special Meeting and voting in person by the person who        
executed the prior proxy.                                                       

The solicitation will be primarily by mail but may also include         
telephone, telegraph or oral communication by officers or regular               
employees.  Officers and employees will receive no additional                   
compensation in connection with the solicitation of proxies.  All costs         
of soliciting proxies will be borne by FYI Corporation.  The Company will       
not reimburse FYI Corporation for the cost of soliciting proxies or the         
preparation of this proxy statement.   The total amount estimated in            
connection with the solicitation of shareholders is approximately               
$10,000.  Should Proposal 1 be approved, FYI Corporation will become the        
controlling shareholder of the Company.                                         

The approximate mailing date of the proxy statement and proxy to                
stockholders is April 17, 2001.                                                 

All proxies will be voted as specified.  In the absence of specific       
instructions, proxies will be voted FOR:                                        

(1)     approval of the transfer of all or substantially all of the             
assets of KidsToysPlus to Albert R. Timcke;                                     

(2)     the election of two Directors of KidsToysPlus to serve for a            
term of one year or until their successors are duly elected and                 
qualified;                                                                      

(3)     approval of the change of the Company's corporate name to               
"Mikim, Inc.";                                                                  

(4)     approval of the Consulting Agreement between Mikim, Inc. and            
FYI Corporation; and                                                            

(5)     approval of all other matters by the persons named in the proxies in    
accordance with their judgment.                                                 

PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE STOCK CERTIFICATE.           
STOCKHOLDERS RECEIVING MORE THAN ONE PROXY BECAUSE OF SHARES REGISTERED         
IN DIFFERENT NAMES OR ADDRESSES MUST COMPLETE AND RETURN EACH PROXY IN          
ORDER TO VOTE ALL SHARES TO WHICH ENTITLED.                                     

OUTSTANDING SHARES AND VOTING RIGHTS                                            

Record Date.  Stockholders of record at the close of business on        
April 9, 2001, are entitled to notice of and to vote at the Special             
Meeting or any adjournment thereof.                                             

Shares Outstanding.  As of  April 9, 2001, a total of 11,130,884        
shares of the Company's Common Stock (the "Common Stock") were                  
outstanding and entitled to vote.                                               

One Shareholder Owns 50.045% of the Issued and Outstanding Stock.       
Albert R. Timcke owns and controls 50.045% of the issued and outstanding        
Common Stock of the Company.   Mr. Timcke is an interested party to the         
sale transaction of all of the Company's assets, and therefore will vote        
his shares  in accordance with the majority of the remaining votes or           
proxies received by the Company for each of the Proposals.  Under Nevada        
law, shareholders do not possess dissenter's rights for the proposals at        
the Special Meeting.                                                            

Voting Rights and Procedures.  Each outstanding share of Common         
Stock is entitled to one vote on all matters submitted to a vote of             
stockholders.                                                                   

The Company's Bylaws and Nevada law require the presence, in person     
or by proxy, of a majority of the outstanding shares of Common Stock            
entitled to vote to constitute a quorum to convene the Special Meeting.         
Shares represented by proxies that reflect abstentions or "broker non-          
votes" (i.e., shares held by a broker or nominee which are represented at       
the meeting, but with respect to which such broker or nominee is not            
empowered to vote on a particular proposal) will be counted as shares           
that are present and entitled to vote for purposes of determining the           
presence of a quorum.                                                           

APPROVAL OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL        
OF THE ASSETS OF KIDSTOYSPLUS.COM, INC. TO ALBERT R. TIMCKE         
(PROPOSAL NO. 1)        

At the Special Meeting, stockholders will be asked to approve the               
transfer of all or substantially all of the assets of KidsToysPlus.com,         
Inc. to Albert R. Timcke, in exchange for which the Company shall receive       
$100,000 in cash or marketable securities.  A copy of the proposed              
Acquisition Agreement is presented in Appendix A to this proxy statement        
for review and approval.                                                        

Purpose of the Disposition of Assets                                            

Since inception, the Company operated a retail website on the         
Internet, specializing  in children's products offering  information            
about children's toys,  entertainment products and other related topics         
of interest to children and their parents.  The Company has not been            
successful in obtaining the necessary funding to pursue its objectives          
and has exhausted its financial resources.                                      

As reported in the Company's unaudited financials contained in Form   
10-QSB for the quarter ending October 31, 2000, and the Company's               
unaudited financials for the year ended January 31, 2001, which will be         
audited and will be reported in the Company's 10KSB, to be filed on or          
about April 30, 2000, the Company had/has the following assets:                 

As of:                                                                  
                               10/31/2000        1/31/2001
Cash and cash equivalents           $    119,647       $   28,403       
Accounts receivable                       14,616           15,406       
Inventory                                 72,855           73,801       
Prepaid expenses and deposits             16,709              850       
Due from the president of the Company     29,189           31,350       
Due from an officer of the Company        18,445           16,500       
                                 --------         --------
Total current assets                         271,461          166,310           
Capital assets                                25,290           23,044           
                                ---------         --------
Total assets                           $     296,751    $     189,354           

Currently, the Company is indebted in the amount of $29,902.                    
Currently the Company has assets in the amount of $189,354.  The Company        
has not been able to continue with its intended business operations as it       
has lost money in every quarter since its inception, has exhausted its          
financial resources and has been unable to find a funding source to             
continue operations.                                                            

In view of the current financial situation of the Company,            
Management has determined it is in the best interest of the shareholders        
to sell all the assets of the Company in return for cancellation of debt,       
assumption of all liabilities and indemnification from any and all              
liabilities.  The directors of the Company who are not related to Albert        
R. Timcke have approved this decision. Selling the assets and reducing          
liabilities to zero will situate the Company to pursue a new business           
venture.                                                                        

The pro forma financial statements showing the effect of the sale of    
assets of the Company are presented in Appendix B of this proxy                 
statement.                                                                      

Interested Parties                                                              

Albert R. Timcke, Chairman of the Board of Directors, President and     
Secretary directly controls 50.045% of the Company's issued and                 
outstanding stock, to whom the Company desires to sell its assets in            
return for cancellation of debt, assumption of and indemnification from         
its liabilities. Further, part of the debts owed by the Company are to          
Mr. Timcke.                                                                     

If the disposition of the assets is approved by the shareholders,       
FYI Corporation, a Utah corporation will purchase the 5,565,500 shares of the   
5,570,400 shares of common stock owned by Mr. Timcke, for $250,000 CAD cash     
(approximately $160,000 USD) and $100,000 USD in cash or marketable             
securities, and thus will become the majority shareholder of the Company.       
Prior to the effect of this transaction, FYI Corporation was not an affiliate   
or shareholder of the Company.                                                  

Assets to be Sold                                                               

The Company intends on selling all of its assets which are more         
fully set forth on the enclosed unaudited financial statements.  The            
property consists of inventory, an operational internet website, and            
retail operations which are on leased premises.  The Company did not            
engage the services of a disinterested "Special Review Person," or an           
independent appraisal of the assets to be sold, rather, the Company has         
relied upon the stated values as will be verified by the Company's              
auditors.  The figures used in this Proxy are being prepared from a             
working copy of the financials which will be audited and will be filed          
with the Company's 10KSB on or about April 30, 2001.  The Company does          
not expect the final audited figures to differ substantially, if any,           
from those set forth in this Proxy.                                             

Consideration                                                                   

In return for the assets of the Company, Mr. Timcke will assume any       
remaining liabilities and indemnify the Company against any losses or           
causes of action from these liabilities, and shall pay to the Company           
$100,000 USD in cash or marketable securities.  After deduction of the          
Company's debts, the Company has total net assets of $159,452.  For             
purposes of the intended sale of the assets set forth in this Proxy,            
Management has discounted the inventory as well as the accounts                 
receivable,  to arrive at the sale price of $100,000 USD.                       

Business Strategy                                                               

Should the shareholders approve this proposal, the Company intends        
to seek, investigate, and if warranted, acquire an interest in a business       
opportunity.  The Company does not propose to restrict its search for a         
business opportunity to any particular industry or geographical area and        
may, therefore, engage in essentially any business in any industry.  The        
Company has unrestricted discretion in seeking and participating in a           
business opportunity, subject to the availability of such opportunities,        
economic conditions and other factors.                                          

The selection of a business opportunity in which to participate is        
complex and extremely risky and will be made by management in the               
exercise of its business judgment.  There is no assurance that the              
Company will be able to identify and acquire any business opportunity           
which will ultimately prove to be beneficial to the Company and its             
shareholders.                                                                   

The activities of the Company are subject to several significant          
risks which arise primarily as a result of the fact that the Company has        
no specific business and may acquire or participate in a business               
opportunity based on the decision of management which will, in all              
probability, act without the consent, vote, or approval of the Company's        
shareholders.                                                                   

Sources of Opportunities                                                        

It is anticipated that business opportunities may be available to         
the Company from various sources, including its officers and directors,         
professional advisers, securities broker-dealers, venture capitalists,          
members of the financial community, and others who may present                  
unsolicited proposals.                                                          

The Company will seek a potential business opportunity from all           
known sources, but will rely principally on personal contacts of its            
officers and directors as well as indirect associations between them and        
other business and professional people.  Although the Company does not          
anticipate engaging professional firms specializing in business                 
acquisitions or reorganizations, if management deems it in the best             
interests of the Company, such firms may be retained.  In some instances,       
the Company may publish notices or advertisements seeking a potential           
business opportunity in financial or trade publications.                        

Criteria                                                                        

The Company will not restrict its search to any particular business,      
industry or geographical location.  The Company may acquire a business          
opportunity or enter into a business in any industry and in any stage of        
development.  The Company may enter into a business or opportunity              
involving a "start-up" or new company.  The Company may acquire a               
business opportunity in various stages of its operation.                        

In seeking a business venture, the decision of management of the          
Company will not be controlled by an attempt to take advantage of an            
anticipated or perceived appeal of a specific industry, management group,       
or product or industry, but will be based upon the business objective of        
seeking long-term capital appreciation in the real value of the Company.        

In analyzing prospective business opportunities, management will          
consider such matters as the available technical, financial and                 
managerial resources; working capital and other financial requirements;         
the history of operations, if any; prospects for the future; the nature         
of present and expected competition; the quality and experience of              
management services which may be available and the depth of the                 
management; the potential for further research, development or                  
exploration; the potential for growth and expansion; the potential for          
profit; the perceived public recognition or acceptance of products,             
services, trade or service marks, name identification; and other relevant       
factors.                                                                        

Generally, the Company will analyze all available factors in the          
circumstances and make a determination based upon a composite of                
available facts, without reliance upon any single factor as controlling.        

Methods of Participation of Acquisition                                         

Specific business opportunities will be reviewed and, on the basis        
of that review, the legal structure or method of participation deemed by        
management to be suitable will be selected.  Such structures and methods        
may include, but are not limited to, leases, purchase and sale                  
agreements, licenses, joint ventures, other contractual arrangements, and       
may involve a reorganization, merger or consolidation transaction.  The         
Company may act directly or indirectly through an interest in a                 
partnership, corporation, or other form of organization.                        

Procedures                                                                      

As part of the Company's investigation of business opportunities,         
officers and directors may meet personally with management and key              
personnel of the firm sponsoring the business opportunity, visit and            
inspect material facilities, obtain independent analysis or verification        
of certain information provided, check references of management and key         
personnel, and conduct other reasonable measures.                               

The Company will generally request that it be provided with written       
materials regarding the business opportunity containing such items as a         
description of product, service and company history; management resumes;        
financial information; available projections with related assumptions           
upon which they are based; an explanation of proprietary products and           
services; evidence of existing patents, trademarks or service marks or          
rights thereto; present and proposed forms of compensation to management;       
a description of transactions between the prospective entity and its            
affiliates; relevant analysis of risks and competitive conditions; a            
financial plan of operation and estimated capital requirements; and other       
information deemed relevant.                                                    

Vote and Recommendation                                                         

Approval of the disposition of the assets will require the                
affirmative vote of the holders of a majority of the issued and                 
outstanding shares of Common Stock.  Abstentions as to this Proposal 1          
will be treated as votes against Proposal 1.  Broker non-votes, however,        
will be treated as unvoted for purposes of determining approval of              
Proposal 1 and will not be counted as votes for or against Proposal 1.          
Properly executed, unrevoked Proxies will be voted FOR Proposal 1 unless        
a vote against Proposal 1 or abstention is specifically indicated in the        
Proxy.                                                                          

The Board of Directors Recommends a Vote "For" the Sale of Assets.              

ELECTION OF DIRECTORS         
(PROPOSAL NO. 2)        

The Company's Bylaws authorize a Board comprised of not less than         
two and not more than five members.  Shareholders will be asked to elect        
two new Directors.                                                              

Set forth below for each nominee for election as a Director, based        
on information supplied by him, are his name, age as of the date of the         
Special Meeting, any presently held positions with the Company, his             
principal occupation now and for the past five years, other Directorships       
in public companies and his tenure of service with the Company as a             
Director.  Each shall hold office until the annual meeting of                   
stockholders in 2001.                                                           

Nominees For Election As Directors                                              

Justeene Blankenship, 42 years old. Ms. Blankenship is Chief              
Financial Officer of Pacific Management Services, Inc., a mergers and           
acquisitions company, with over fifteen years of experience working with        
the financial side of publicly-traded corporations, including directing         
accountants and attorneys. She has had a diverse background working with        
computer hardware, mortgage banking and real estate industries and has          
had extensive experience in Initial Public Offerings and assisting with         
reverse mergers. Early in her career, Ms. Blankenship ran Blankenship &         
Associates, an accounting firm whose main focus was small companies.            

Christopher J. Nielsen, 42 years old.  Mr. Nielsen is employed as a       
sales executive for EIS. EIS is a distributor of manufacturing supplies.        
Mr. Nielsen has worked in the sales industry for the past twenty years.         

Vote and Recommendation                                                         

Each Director is elected by vote of a plurality of the shares of          
voting stock present and entitled to vote, in person or by proxy, at the        
Special Meeting.  Abstentions or broker non-votes as to the election of         
directors will not affect the election of the candidates receiving the          
plurality of votes.  Unless instructed to the contrary, the shares              
represented by the proxies will be voted FOR the election of the nominees       
named above as directors.  Although it is anticipated that each nominee         
will be able to serve as a director, should any nominee become                  
unavailable to serve, the proxies will be voted for such other person or        
persons as may be designated by the Company's Board of Directors.               

The Board Recommends a Vote "For" The Nominees                                  

CHANGE IN CORPORATE NAME        
(PROPOSAL NO. 3)        

Due to the evolving nature of the Company's business and as part of     
the Acquisition Agreement (see Proposal 1) where the Company has agreed         
to transfer the name "KidsToysPlus.com, Inc.", the Board of Directors has       
determined that it is the best interests of the Company to change its           
corporate name to Mikim, Inc.  The Board of Directors has approved a            
change in the Company's corporate name to Mikim, Inc.  Subject to               
stockholder approval, Mikim, Inc. will be the name of the Company.  The         
name change will be effected by an amendment to the Company's Articles of       
Incorporation.                                                                  

Vote and Recommendation                                                         

Approval of the change in corporate name will require the               
affirmative vote of the holders of a majority of the issued and                 
outstanding shares of Common Stock.  Abstentions as to this Proposal 3          
will be treated as votes against Proposal 3.  Broker non-votes, however,        
will be treated as unvoted for purposes of determining approval of              
Proposal 3 and will not be counted as votes for or against Proposal 3.          
Properly executed, unrevoked Proxies will be voted FOR Proposal 3 unless        
a vote against Proposal 3 or abstention is specifically indicated in the        
Proxy.                                                                          

The Board of Directors Recommends a Vote "For" the Corporate Name Change.       

CONSULTING AGREEMENT        
(PROPOSAL NO. 4)        

FYI Corporation has agreed to assist the Company in its                   
reorganization as explained in this Proxy, including the arrangement of         
and payment for all legal services necessary to effectuate the                  
transactions required by this Proxy, seeking out merger, acquisition, and       
business opportunities, investigating these opportunities, and if               
warranted, assisting and consulting with the Company in order that it may       
acquire an interest in such business opportunities.  In exchange for its        
services  and its assumption of legal fees, FYI Corporation has requested       
that the Company enter into Consulting Agreement with FYI Corporation,          
under which FYI Corporation would be paid $100,000 USD in cash or marketable    
securities.  A copy of the Consulting Agreement is presented in Appendix        
C to this Proxy.                                                                

Interested Parties                                                              

If Proposal 1, above, is approved, FYI Corporation will own 50.001%       
of the Company's issued and outstanding stock, and thus will become the         
majority shareholder of the Company.  Prior to the effect of this               
transaction, FYI Corporation was not an affiliate or shareholder of the         
Company.  FYI Corporation will therefore be an interested party to the          
Consulting Agreement, and accordingly will vote its shares  in accordance       
with the majority of the remaining votes or proxies received by the             
Company on this Proposal.                                                       

Vote and Recommendation                                                         

Approval of the Consulting Agreement will require the affirmative         
vote of the holders of a majority of the issued and outstanding shares of       
Common Stock.  Abstentions as to this Proposal 4 will be treated as votes       
against Proposal 4.  Broker non-votes, however, will be treated as              
unvoted for purposes of determining approval of Proposal 4 and will not         
be counted as votes for or against Proposal 4.  Properly executed,              
unrevoked Proxies will be voted FOR Proposal 4 unless a vote against            
Proposal 4 or abstention is specifically indicated in the Proxy.                

The Board of Directors Recommends a Vote "For" the approval of the              
Consulting Agreement.                                                           

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS           

The table on the following page sets forth as of March 26, 2001, the      
number and percentage of the outstanding shares of Common Stock which,          
according to the information supplied to the Company, were beneficially         
owned by (i) each person who is currently a director of the Company, (ii)       
each Named Executive Officer (as defined below), (iii) all current              
directors and executive officers of the Company as a group and (iv) each        
person who, to the knowledge of the Company, is the beneficial owner of         
more than 5% of the outstanding Common Stock.  Except as otherwise              
indicated, the persons named in the table have sole voting and                  
dispositive power with respect to all shares beneficially owned, subject        
to community property laws where applicable.                                    

_________________________________________________________________               

TITLE OF         NAME AND ADDRESS OF       AMOUNT    PERCENT OF                 
CLASS             BENEFICIAL OWNER                     CLASS                    
____________________________________________________________________            

Common Stock   Albert R Timcke,          5,570,400      50.045%                 
Director, President                               
1703 Valley View Drive                            
Courtney, B.C.                                    
V9N 9A7   Canada                                  

EXECUTIVE OFFICERS        

All executive officers are elected by the Board and hold office       
until the next Annual Meeting of stockholders and until their successors        
are elected and qualify.                                                        

EXECUTIVE COMPENSATION        

Annual Compensation                                                             

The following table sets forth certain information regarding the      
annual and long-term compensation for services in all capacities to the         
Company for the year ended January 31, 2001 of those persons who were           
either (i) the chief executive officer of the Company during the last           
completed fiscal year or (ii) one of the other four most highly                 
compensated executive officers of the Company as of the end of the last         
completed fiscal year whose annual salary and bonuses exceeded $100,000         
(collectively, the "Named Executive Officers").                                 

Summary Compensation Table                                                      

-----------------------------------------------------------------------         
Name and    Fiscal Year                       Long Term           All Other     
Principal   ended January   Compensation      Compensation     Compensation(1)  
Position     31, 2001    -----------------------------------          ($)       
     Salary   Bonus  Other Annual   Securities
         ($)      ($)  Compensation($) Under Options
                                     (#)
---------------------------------------------------------------------------     
Albert R Timcke     $ 80,000   Nil       Nil             Nil          Nil       
Brian C. Doutaz       18,000   Nil       Nil             Nil          Nil       

(1)  These  figures  represent  compensation  paid to Mr.  Timcke               
and Mr. Doutaz  pursuant to Consulting  Agreements between the Company          
and said individuals dated April 1, 1999.                                       

Stock Options and Warrants                                                      

No stock options were issued to any of the Named Executive Officers   
during the year ended January 31, 2001, and all stock options and               
warrants that were outstanding have been cancelled.                             

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS        

The following discussion includes certain relationships and related   
transactions which occurred during the Company's fiscal year ended              
January 31, 2001.                                                               

None.                                                                           
RESTRICTION ON TRANSFER OF CONTROL SHARES         

If the disposition of the assets is approved by the shareholders,       
FYI Corporation will purchase the 5,565,500 shares of the 5,570,400 shares of   
common stock owned by Mr. Timcke for $250,000 CAD (approximately $160,000 USD)  
and thus become the majority shareholder of the Company.  Following the effect  
of this transaction, FYI Corporation,will be an affiliate and controlling       
shareholder of a "shell" corporation with no assets and no specific business    
plan or purpose, other than to engage in a merger or acquisition with an        
unidentified company or companies, or other entity or person.  It is the        
position of the SEC, as set forth in its January 2000 letter to Ken Worm of the 
NASD, that FYI Corporation and any of its transferees, are "underwriters" of the
5,565,500 shares, and accordingly these shares can only be resold through       
registration under the Securities Act.  Similarly, it is the SEC's              
position that these shares are unavailable for resale pursuant to Rule 144.     

OTHER INFORMATION         

Section 16(a) of the Securities Exchange Act of 1934 requires         
officers and Directors of the Company and persons who own more than ten         
percent of a registered class of the Company's equity securities to file        
reports of ownership and changes in their ownership with the Securities         
and Exchange Commission, and forward copies of such filings to the              
Company.  Based on the copies of filings received by the Company, during        
the most recent fiscal year, the directors, officers, and beneficial            
owners of more than ten percent of the equity securities of the Company         
registered pursuant to Section 12 of the Exchange Act, have filed on a          
timely basis, all required Forms 3, 4, and 5 and any amendments thereto.        

FINANCIAL INFORMATION         

The Company's: (1) audited financial statements for the year ended    
January 31, 2000, as presented in the Company's 10-KSB for the period           
ended January 31, 2000, (2) unaudited financials statements as of October       
31, 2000, as presented in the Company's 10-QSB for the quarter ended            
October 31, 2000, as filed with the Securities and Exchange Commission,         
(3) unaudited financial statements for the year ended January 31, 2001,         
which will be audited and filed with the SEC as part of the Company's 10-       
KSB on or about April 30, 2001, and (4) the Company's pro forma financial       
statements showing the effect of the transactions referenced herein on          
the Company's financial statements,  are presented in Appendix B of this        
proxy statement.                                                                

FORM 10-KSB         

The Company will provide without charge a copy of the Company's most  
recent report on Form 10-KSB for the periods ending January 31, 2000 and        
January 31, 2001, as filed and as to be filed with the Securities and           
Exchange Commission, upon written request to the Company's secretary at         
KidsToysPlus.com, Inc., 2924 Cliffe Avenue, Courtenay, British Columbia,        
CanadaV9N 2L7.                                                                  
OTHER MATTERS         

As of the date of this Proxy Statement, the Board of Directors of     
the Company knows of no other matters which may come before the Special         
Meeting.  However, if any matters other than those referred to herein           
should be presented properly for consideration and action at the Special        
Meeting, or any adjournment or postponement thereof, the proxies will be        
voted with respect thereto in accordance with the best judgment and in          
the discretion of the proxy holders.                                            

Please sign the enclosed proxy and return it in the enclosed return   
envelope.                                                                       
Dated:  
                 ___________________, 2001

Appendix A                                                                      

ACQUISITION AGREEMENT       

THIS ACQUISITION AGREEMENT (hereinafter referred to as this                     
"Agreement") is entered into this ___day of April, 2001, by and between         
FYI CORPORATION, a Utah corporation (hereinafter "FYI");                        
KIDSTOYSPLUS.COM, INC., a Nevada corporation, and ALBERT R. TIMCKE, based       
on the following premises.                                                      

Premises        

1.   Timcke  owns, directly or indirectly, 5,570,400 shares of      
common stock (the "Stock") of KidsToysPlus.com, Inc., par value     
  $0.001 per share, representing approximately 50.045% of the issued and
outstanding stock of KidsToysPlus.com, Inc.                         

2.   Timcke desires to acquire from KidsToysPlus.com all of its     
assets and liabilities for the amount of $100,000 USD in cash or    
marketable securities.                                              

    3.   FYI desires to acquire the 5,565,500 shares of the 5,570,400 shares
    of common stock of KidsToysPlus.com, Inc. referenced above, all pursuant
to the terms and conditions of this Agreement.                      

Agreement         
NOW, THEREFORE, based on the stated premises, which are incorporated            
herein by reference, and for and in consideration of the mutual covenants       
and agreements hereinafter set forth and the mutual benefit to the              
parties to be derived herefrom, it is hereby agreed as follows:                 

ARTICLE I         
ACQUISITION OF ASSETS         

Section 1.01   Acquisition of Stock by FYI.  On the terms and                   
conditions contained in this Agreement, Timcke, shall sell, assign,             
transfer, convey, set over, and deliver, or shall otherwise make                
available to FYI, and FYI shall purchase, 5,565,500 shares of common            
stock of KidsToysPlus.com, Inc.                                                 

Section 1.02  Payment of FYI.  The purchase price to be paid by FYI             
to Timcke for the Stock shall be $250,000 CAD (approximately $160,000 USD),     
of which $5,000 USD has been paid, the balance payable at the closing in cash or
immediately available funds by wire transfer, certified official bank check, or 
other means of payment acceptable to Timcke.                                    

Section 1.03     Closing.  The closing (the "closing") of the                   
transactions contemplated by this Agreement shall be immediately                
following the shareholder's meeting set forth in Section 4.06, held on          
such a date (the "Closing Date") and at such time as the parties may            
agree, but, if not previously closed, on April 30, 2001 at 10:00 a.m.           
MST.  Such Closing shall take place at the offices of Michael L.                
Labertew, Attorney at Law, or at such other location as may be mutually         
acceptable to the parties hereto and their respective legal counsel.            

Section 1.04   Closing Events.                                                  

At the Closing, the following shall be executed, acknowledged, and              
delivered to FYI:                                                               

(1) Certificates representing 5,565,500 share of common stock of                
KidsToysPlus.com, Inc., properly endorsed for transfer with signatures        
guaranteed.                                                                   

(2) Such other bills of sale, assignments, and other documents and              
instruments of conveyance and transfer, all in form and substance             
satisfactory to FYI and its counsel, necessary to vest marketable             
title in FYI to the shares of KidsToysPlus.com, Inc. being conveyed           
hereunder pursuant to this Agreement.                                         

(3) All certificates, opinions, schedules, agreements, resolutions, or          
other instruments required by this Agreement to be so delivered at            
or prior to the Closing.                                                      

(4) Such other items as may be reasonably requested by FYI and its legal        
counsel to effectuate or evidence the transactions contemplated               
hereby.                                                                       

At the Closing, FYI shall deliver to Timcke payment of the purchase price       
in accordance with section 1.02 or, if paid into escrow, said funds shall       
be released from Escrow to Timcke.                                              

Section 1.05   Transfer of KidsToysPlus.com, Inc. Assets and                    
Assumption of Liabilities                                                       

Transfer of Assets.  Contemporaneously with or prior to the Closing,            
KidsToysPlus.com, Inc. shall sell, assign, transfer, convey, set over,          
and deliver to Timcke, all of KidsToysPlus.com, Inc.'s business,                
operations, and assets, including, without limitation, all interests in         
real and tangible personal property generally described in                      
KidsToysPlus.com, Inc.'s Annual Report on form 10-KSB for the fiscal year       
ended January 31, 2001 (the "2000 10-KSB"); its equipment, inventory, and       
fixtures; all tangible rights and property, contracts, and agreements to        
which it is a party or by which it benefits; all of Seller's goodwill and       
going concern value, including the rights to its name and any trade             
names, service marks or copyrights; and all other rights, interests,            
assets, and properties owned by KidsToysPlus.com, Inc. or used in               
connection with its business and operations.                                    

Purchase Price.  In consideration of the rights, interests, assets, and         
properties transferred to Timcke as set forth in section 1.05(a):               

Timcke shall pay to KidsToysPlus.com, Inc. $100,000 USD in cash or              
marketable securities having a market value as of the Closing Date of at        
least $100,000 USD.                                                             

Timcke shall assume and agree to discharge all liabilities and                  
obligations of KidsToysPlus.com, Inc. existing on the Closing Date or           
applicable to the assets conveyed to Timcke hereunder or attributable to        
periods (or portions thereof) ending on or prior to the Closing Date            
together with all liabilities and obligations to be paid or performed           
after the Closing Date under the contracts and other agreements relating        
to the assets being conveyed to Timcke hereunder; and                           

Timcke shall indemnify and hold harmless KidsToysPlus.com, Inc. from and        
against any and all losses, costs, obligations, liabilities, damages,           
expenses or other charges and any and all expenses incurred in connection       
with investigating, defending or asserting any claim, action, suit or           
proceeding incident to any matter indemnified against hereunder                 
(including, without limitation, court filing fees, court costs,                 
arbitration fees or costs, witness fees, and reasonable fees and                
disbursements of legal counsel, investigators, expert witnesses,                
accountants and other professionals) incurred by KidsToysPlus.com, Inc.         
in connection with or arising from the ownership, occupancy, operation,         
use or control of any of the assets transferred to Timcke by                    
KidsToysPlus.com, Inc. pursuant hereto.                                         

Closing Events.  At the Closing:                                                

       (i)  KidsToysPlus.com, Inc. shall execute, acknowledge,
     and deliver to Timcke (or shall cause to be executed,
    acknowledged, and delivered) (A) the deeds, bills of
sale, assignments, and/or other documents and   
   instruments of conveyance and transfer, all in form
     and substance satisfactory to Timcke and its counsel,
   necessary to vest marketable title in Timcke to all
the rights, interests, assets, and properties   
  acquired by Timcke pursuant to this Agreement; (B)
originals or copies of all of KidsToysPlus.com, 
     Inc.'s agreements, contracts, and commitments assumed
     by Timcke hereunder; (C) originals of all copyrights,
patents, patent applications, trademarks, or    
registrations; (D) all certificates, opinions,  
schedules, agreements, resolutions, or other    
instruments required by this Agreement to be so 
  delivered at or prior to the Closing; and (F) such
    other items as may be reasonably requested by Timcke
   and its legal counsel to effectuate or evidence the
transactions contemplated hereby.               

       (ii) Timcke shall deliver to KidsToysPlus.com, Inc. (A)
  assumptions evidencing the obligation of Timcke to
   assume and timely pay and discharge the obligations
    to be assumed by it hereunder; (B) all certificates,
opinions, schedules, agreements, resolutions, or
     other instruments required by this Agreement to be so
  delivered at or prior to the Closing; and (C) such
     other items as may be reasonably requested by FYI and
its legal counsel to effectuate or evidence the 
transactions contemplated hereby.               

ARTICLE II        
REPRESENTATIONS, COVENANTS, AND WARRANTIES        
OF KIDSTOYSPLUS.COM, INC. AND TIMCKE        

As an inducement to, and to obtain the reliance of FYI, Timcke and              
KidsToysPlus.com, Inc., jointly and severally represent, covenant, and          
warrant to FYI as follows:                                                      

Section 2.01  Organization.  KidsToysPlus.com, Inc. is a                        
corporation validly existing and in good standing under the laws of the         
state of Nevada and has power and is duly authorized, qualified,                
franchised, and licensed under all applicable laws, regulations,                
ordinances, and orders of public authorities to own all of its properties       
and assets and to carry on its business in all material respects as it is       
now being conducted.  There is no jurisdiction in which,                        
KidsToysPlus.com, Inc., is not so qualified in which the character and          
location of the assets owned by it or the nature of the business                
transacted by it requires qualification, except where failure to do so          
would not have a material adverse effect on its business or properties.         
The execution and delivery of this Agreement, and any other agreement and       
instrument to be delivered in connection herewith, do not, and the              
consummation of the transactions contemplated by this Agreement in              
accordance with the terms hereof will not, violate any provision                
KidsToysPlus.com, Inc.'s articles of incorporation or bylaws.                   

Section 2.02     Approval of Agreement.  The board of directors of              
KidsToysPlus.com, Inc. has authorized the execution and delivery of this        
Agreement, and has approved the consummation of the transactions                
contemplated hereby.   Subject to the approval of the transactions              
contemplated by this Agreement by the holders of a majority of the issued       
and outstanding stock of KidsToysPlus.com, Inc., the execution, delivery        
and performance of this Agreement by Timcke and KidsToysPlus.com, Inc.,         
and the consummation of the transactions contemplated hereby do not             
require any further authorization or consent of Timcke or                       
KidsToysPlus.com.  This Agreement is the legal, valid, and binding              
agreement of Timcke and KidsToysPlus.com, Inc., enforceable between the         
parties in accordance with its terms.                                           

Section 2.03   KidsToysPlus.com, Inc.  The assets being transferred             
by KidsToysPlus.com, Inc. to Timcke as described in Section 1.05(a)             
constitute all the assets, tangible and intangible, owned by                    
KidsToysPlus.com, Inc. or in which KidsToysPlus.com, Inc. has an                
interest.                                                                       

Section 2.04     Stock.  The stock transferred to FYI by Timcke                 
pursuant to this Agreement represents all of the stock of                       
KidsToysPlus.com, Inc. owned or held of record by Timcke or in which            
Timcke has an interest except 4,900 shares.                                     

Section 2.05     Capitalization.   There are no treasury shares or              
shares reserved for issuance upon the exercise of options, warrants or          
other securities or the exercise of conversion or other rights.  There          
are no dividends or other amounts due or payable with respect to any of         
the shares of FYI stock of KidsToysPlus.com, Inc.   There are no                
agreements, arrangements, options, warrants, calls rights, or commitments       
of any character relating to the issuance, sale, purchase or redemption         
of any shares of stock of KidsToysPlus.com, Inc.  All of the outstanding        
shares of FYI stock are validly issued, fully paid and non-assessable and       
not issued in violation of the pre-emptive or other right of any person.        

Section 2.06   Title to Property.  KidsToysPlus.com, Inc. has good              
and marketable title to all of the assets being conveyed to Timcke              
hereunder and the stock being conveyed to FYI hereunder is free and clear       
of all liens, pledges, charges, or encumbrances.  Upon delivery to FYI on       
the Closing Date of the instruments of transfer contemplated by section         
1.04(a), Timcke will thereby transfer to FYI good and marketable title to       
the KidsToysPlus.com, Inc. stock being conveyed, subject to no                  
encumbrances.                                                                   

Section 2.07     Books and Records.  The books and records,                     
financial and otherwise, of  KidsToysPlus.com, Inc. are in all material         
respects complete and correct and have been made and maintained in              
accordance with sound business and bookkeeping practices and, in                
reasonable detail, accurately and fairly reflect the transactions and           
dispositions of the assets of KidsToysPlus.com, Inc.  KidsToysPlus.com,         
Inc. has maintained a system of internal accounting controls sufficient         
to provide reasonable assurances that (a) transactions have been and are        
executed in accordance with management's general or specific                    
authorization; (b) transactions are recorded as necessary to permit the         
preparation of financial statements in conformity with generally accepted       
accounting principles or any other criteria applicable to such statements       
and to maintain accountability for assets; (c) access to assets is              
permitted only in accordance with management's general or specific              
authorization; and (d) the recorded accountability for assets is compared       
with the existing assets at reasonable intervals, and appropriate action        
is taken  with respect to any differences.                                      

Section 2.08     Reports; Financial Statements, Liabilities.  For               
the two calendar years preceding the date of this Agreement,                    
KidsToysPlus.com, Inc. and any subsidiaries have filed all forms,               
reports, statements and other documents required to be filed with (a) the       
Securities and Exchange Commission (the "SEC") including, (i) all Annual        
Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all        
proxy, information or consent solicitation statements relating to               
meetings of stockholders or consents in lieu thereof (whether annual or         
special), (iv) all Current Reports on Form 8-K and (v) all other reports,       
schedules, registration statements or other documents, and (b) any              
applicable state or provincial securities authorities and all forms,            
reports, statements and other documents required to be filed with any           
other applicable federal, state, or provincial regulatory authorities,          
except where the failure to file any such forms, reports, statements or         
other documents would not have a material adverse effect on                     
KidsToysPlus.com, Inc. or its business or properties (all such forms,           
reports, statements and other documents in clauses (a) and (b) of this          
Section 2.12 being referred to herein, collectively, as the                     
"KidsToysPlus.com, Inc. Reports").  The KidsToysPlus.com, Inc. Reports,         
including all KidsToysPlus.com, Inc. Reports filed after the date of this       
Agreement and prior to the Closing, were or will be prepared in                 
accordance with the requirements of applicable law (including the               
Exchange Act, and the rules and regulations of the SEC thereunder), and         
did not at the time they were filed, or will not at the time they are           
filed, contain any untrue statement of material fact or omit to state a         
material fact required to be stated therein or necessary in order to make       
the statements therein, in the light of the circumstances under which           
they are made, not misleading.  KidsToysPlus.com, Inc. did not have, as         
of the date of the most recent financial statements included in such            
KidsToysPlus.com, Inc. Reports, except as and to the extent reflected or        
reserved against therein, any liabilities or obligations (absolute or           
contingent) which should be reflected in a balance sheet or the notes           
thereto prepared in accordance with generally accepted accounting               
principles, and all assets reflected therein present fairly the assets of       
KidsToysPlus.com, Inc. in accordance with generally accepted accounting         
principles.  After giving effect to the transfer of assets to Timcke for        
the consideration, including the assumption of liabilities and                  
obligations provided herein, KidsToysPlus.com, Inc. will have no                
liabilities or obligations, absolute or contingent, liquidated or               
unliquidated.                                                                   

Section 2.09    Shareholders' List.  The stockholders' list of                  
KidsToysPlus.com, Inc. to be delivered to FYI pursuant to Section 4.01          
hereof is a true and accurate copy thereof as of the date indicated             
thereon.  The transfer agent (the "Transfer Agent") of KidsToysPlus.com,        
Inc. retains in safekeeping all certificates that have been or should be        
canceled on the registration of transfer thereof.  All of such canceled         
certificates have on their face in conspicuous permanent ink or                 
perforations the word "canceled."   All stock certificates are accounted        
for as either canceled and in the possession of the Transfer Agent,             
outstanding, or unissued.  To the best of KidsToysPlus.com, Inc.'s              
knowledge, except for securities broker-dealers, clearing agencies,             
securities depositories, banks, or other securities industry entities           
registered with the SEC whose regular business consists of holding              
securities beneficially owned by others, each stockholder listed on such        
stockholders' list is the beneficial owner thereof, and such stockholder        
is not a party to, and such stockholder's stock is not subject to, any          
agreement, understanding, power-of-attorney, or other arrangement of any        
kind with any person who is an affiliate of KidsToysPlus.com, Inc. or           
acting in concert with such affiliate under which such affiliate or             
person acting in concert with such affiliate has or shares investment or        
voting power over such securities.                                              

Section 2.10     Compliance with Securities Laws, Rules, and                    
Regulations.  All securities of KidsToysPlus.com, Inc. issued since its         
inception, consisting solely of common voting stock, have been issued           
pursuant to and in compliance with applicable federal and state laws,           
rules, and regulations; specifically, all offers and sales of shares of         
common voting stock were made pursuant to exemptions from the                   
registration requirements of Section 5 of the Securities Act of 1933, as        
amended (the "Securities Act"), and pursuant to available exemptions            
provided by applicable state securities laws.  Further, KidsToysPlus.com,       
Inc. has made all the required filings with any federal or state                
regulatory agency regarding the offer and sale of all issued and                
outstanding shares of common voting stock.                                      

Section 2.11     Certain Business Practices.  None of                           
KidsToysPlus.com, Inc., or any directors, officers, agents or employees         
of KidsToysPlus.com, Inc. has used any funds for unlawful contributions,        
gifts, entertainment or other expenses, relating to any unlawful                
initiating or maintaining of a trading market in KidsToysPlus.com, Inc.'s       
securities, or any political activity, made any unlawful payment to             
foreign or domestic government officials or employees or to foreign or          
domestic political parties or campaigns or violated any provision of the        
Foreign Corrupt Practices Act of 1977, as amended, or made any other            
unlawful payment.                                                               

Section 2.12     Public Trading Activity.  Neither KidsToysPlus.com,            
Inc. nor, to the best of KidsToysPlus.com, Inc.'s knowledge, any other          
person, has at any time during the past year or currently has any               
agreement, plan, or arrangement to at any time in the future (a) submit         
or publish or cause to be submitted or published, directly or indirectly,       
any quotation at any specific or minimum prices for the common stock of         
KidsToysPlus.com, Inc. on behalf of KidsToysPlus.com, Inc. or any of its        
affiliates; or (b) provide to any securities broker-dealer any incentive        
or inducement, financial or otherwise, to publish quotations for the            
common stock of KidsToysPlus.com, Inc. at any specific or minimum prices        
or amounts or to execute any specific transactions in such common stock,        
other than usual and customary commissions and markups.                         

Section 2.13     Blue Sky.  To the extent applicable,                           
KidsToysPlus.com, Inc. has complied with the securities laws of each and        
every jurisdiction in which a shareholder resided as of the date such           
shareholder purchased securities from KidsToysPlus.com, Inc.                    

Section 2.14     Litigation and Proceedings.  There are no actions,             
suits, or proceedings pending or, to the knowledge of KidsToysPlus.com,         
Inc., threatened by or against, or affecting KidsToysPlus.com, Inc. or          
its properties, at law or in equity, before any court or other                  
governmental agency or instrumentality, domestic or foreign, or before          
any arbitrator of any kind; KidsToysPlus.com, Inc. does not have any            
knowledge of any default on its part with respect to any judgment, order,       
writ, injunction, decree, award, rule, or regulation of any court,              
arbitrator, or governmental agency or instrumentality.                          

Section 2.15     Material Contract Defaults.  KidsToysPlus.com, Inc.            
is not in default in any respect under the terms of any outstanding             
contract, agreement, lease, or other commitment which is material to the        
business, operations, properties, assets, or condition of                       
KidsToysPlus.com, Inc., and there is no event of default or other event         
which, with notice or lapse of time or both, would constitute a default         
in any  material respect under any such contract, agreement, lease, or          
other commitment in respect of which KidsToysPlus.com, Inc. has not taken       
adequate steps to prevent such a default from occurring.                        

Section 2.16     Taxes.  All federal, state, local, and foreign tax             
returns and tax reports required to be filed by or on behalf of                 
KidsToysPlus.com, Inc. have been filed with the appropriate governmental        
agency and all jurisdictions in which such reports are required to be           
filed and all taxes which have become due pursuant to such tax returns or       
to any assessment which has become payable have been paid.                      

Section 2.17     Third-Party Consents.  None of the contracts                   
agreements, leases, or other commitments, written or oral, to which             
KidsToysPlus.com, Inc. is a party or to which any of its properties or          
assets are subject require the consent of the other party to consummate         
the transactions herein contemplated, except where the failure to obtain        
such consent would not have a material adverse effect on the assets             
transferred pursuant hereto.                                                    

Section 2.18     No Conflict With Other Instruments.  The execution             
of this Agreement and the consummation of the transactions contemplated         
by this Agreement will not result in the breach of any term or provision        
of, or constitute an event of default under, any material indenture,            
mortgage, deed of trust, or other material contract, agreement, or              
instrument to which Timcke or KidsToysPlus.com, Inc. is a party or to           
which any of their respective properties or operations are subject.             

Section 2.19     Compliance With Laws and Regulations.                          
KidsToysPlus.com, Inc. has complied with all applicable statutes and            
regulations of any federal, state, or other governmental entity or agency       
thereof, except to the extent that noncompliance would not materially and       
adversely affect the business, operations, properties, assets, or               
condition of KidsToysPlus.com, Inc. or except to the extent that                
noncompliance would not result in the incurrence of any material                
liability for KidsToysPlus.com, Inc.                                            

Section 2.20      Minute Book.  The minute book of KidsToysPlus.com,            
Inc. contains, and will contain at the Closing Date, evidence of the due        
election and incumbency of the board of directors and officers of               
KidsToysPlus.com, Inc. executing this Agreement or any document,                
certificate, or other instrument executed in order to consummate the            
transactions herein contemplated together with an accurate and complete         
record of the proceeds of all meetings of directors, committees thereof,        
or stockholders and all written consents in lieu thereof.                       

Section 2.21     Information.  The information concerning Timcke and            
KidsToysPlus.com, Inc., set forth in this Agreement, in the exhibits            
hereto, and in the schedules is complete and accurate in all material           
respects and does not contain any untrue statement of a material respect        
and does not contain any untrue statement of a material fact or omit to         
state a material fact required to make the statements made, in light of         
the circumstances under which they were made, not misleading.                   

ARTICLE III         
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF FYI         

As an inducement to, and to obtain the reliance of Timcke and                   
KidsToysPlus.com, Inc., FYI represents, covenants and warrants as               
follows:                                                                        

Section 3.01     Organization.  FYI is a corporation validly                    
existing and in good standing under the laws of the state of Utah and has       
the corporate power and is duly authorized, qualified, franchised, and          
licensed under all applicable laws, regulations, ordinances, and orders         
of public authorities to own all of its properties and assets and to            
carry on its business in all material respects as it is now being               
conducted and is contemplated under the provisions of this Agreement.           
There is no jurisdiction in which FYI is not so qualified in which the          
character and location of the assets owned by it, or the nature of the          
business transacted by it, requires qualification, except where failure         
to do so would not have a material adverse effect on the business or            
properties of FYI.  The execution and delivery of this Agreement does           
not, and the consummation of the transactions contemplated by this              
Agreement in accordance with the terms hereof will not, violate any             
provision of FYI's articles of incorporation or bylaws.                         

Section 3.02     Approval of Agreement.  The board of directors of              
FYI has authorized the execution and delivery of this Agreement by FYI          
and has approved the consummation of the transactions contemplated              
hereby.  The execution, delivery, and performance of this Agreement by          
FYI and the consummation of the transactions contemplated hereby do not         
require any further authorization or consent of FYI.  This Agreement is         
the legal, valid and binding agreement of FYI enforceable between the           
parties in accordance with its terms.                                           

Section 3.03     Investment Representations.                                    

  (a)  FYI is an "accredited investor" as that term is defined
under rule 501 of regulation D promulgated under the      
Securities Act.                                           

   (b)  FYI acknowledges that neither the SEC nor the securities
commission of any state or other federal agency has made  
any determination as to the merits of purchasing the      
Stock.  FYI understands that the offer of the Stock has   
not been registered with or passed on by any securities   
regulatory agency, that the representations and warranties
set forth herein provides a necessary prerequisite for    
determining whether FYI is qualified to make an investment
in such securities and is a basis for KidsToysPlus.com,   
Inc. and Timcke to rely on exemptions from registration   
provided in section 4(1) of the Securities Act and        
preemption from the registration or qualification         
requirements (other than notice filing and fee provisions)
of applicable state laws under the National Securities    
Markets Improvement Act of 1996;                          

   (c)  FYI acknowledges that an investment in KidsToysPlus.com,
Inc. involves a high degree of risk.  FYI acknowledges    
that, except as specifically set forth in this Agreement, 
no representations or warranties have been made to FYI, or
to its advisors, by KidsToysPlus.com, Inc. or Timcke, or  
by any person acting on behalf of them, with respect to   
their business, or any other aspects or consequences of   
the purchase of the Stock and/or an investment in         
KidsToysPlus.com, Inc., and that FYI has not relied upon  
any information concerning the offering, written or oral, 
other than that contained in this Agreement.              

   (d)  FYI has been provided with all materials and information
requested by FYI or its representatives, including any    
information requested to verify any information furnished,
and FYI has been provided the opportunity for direct      
communication with KidsToysPlus.com, Inc. and its         
representatives regarding the purchase made hereby,       
including the opportunity to ask questions of and receive 
answers from executive officers and directors of          
KidsToysPlus.com, Inc.                                    

(e)  All information which FYI has provided to            
KidsToysPlus.com, Inc. or its agents or representatives   
concerning FYI's suitability to invest in                 
KidsToysPlus.com, Inc. is complete, accurate, and correct 
as of the date of the signature on the last page of this  
Agreement.                                                

(f)  FYI was at no time solicited by any leaflet, public  
promotional meeting, circular, newspaper or magazine      
article, radio or television advertisement, or any other  
form of general advertising or solicitation in connection 
with the offer, sale, or purchase of the Stock through    
this Agreement.                                           

    (g)  FYI has adequate means of providing for its current needs
and possible personal contingencies and has no need now,  
and anticipates no need in the foreseeable future, to sell
any of the Stock.  FYI is able to bear the economic risks 
of this investment, and, consequently, without limiting   
the generality of the foregoing, is able to hold the Stock
for an indefinite period of time, and has a sufficient net
worth to sustain a loss of the entire investment, in the  
event such a loss should occur.                           

    (h)  FYI has no present intention of dividing any of the Stock
or the rights under this Agreement with others or of      
reselling or otherwise disposing of all or any portion of 
such securities.                                          

  (i)  In connection with the acquisition by FYI of the Stock,
FYI represents that such securities are being acquired    
without a view to, or for, resale in connection with any  
distribution of such securities or any interest therein   
without registration or other compliance under the        
Securities Act and that FYI has no direct or indirect     
participation in any such undertaking or in the           
underwriting of such an undertaking.                      

  (j)  FYI understands that the Stock has not been registered,
but is being acquired by reason of a specific exemption   
under the Securities Act as well as  under certain state  
statutes for transactions by any person other than an     
issuer, underwriter or dealer and that any disposition of 
such securities may, under certain circumstances, be      
inconsistent with this exemption and may make FYI an      
"underwriter" within the meaning of the Securities Act.   

   (k)  FYI acknowledges that the Stock must be held and may not
be sold, transferred, or otherwise disposed of for value  
unless subsequently registered under the Securities Act or
in reliance on exemptions from registration under the     
Securities Act and applicable state securities laws.  FYI 
understands that such an exemption may not be available   
and, in such case, FYI would not be able to resell such   
securities.  KidsToysPlus.com, Inc. is under no obligation
to register the Stock under the Securities Act or under   
section 12 of the Securities Exchange Act of 1934, as     
amended; if rule 144 is available, and no assurance is    
given that it will be, initially only routine sales of    
such securities in limited amounts can be made in reliance
on rule 144 in accordance with the terms and conditions of
that rule; in the event rule 144 is not available,        
compliance with regulation A or some other exemption may  
be required before FYI can sell, transfer, or otherwise   
dispose of such securities without registration under the 
Securities Act; and the certificates representing such    
securities will bear a legend so restricting the sale of  
such securities.                                          

Section 3.05     Information.  The information concerning FYI set               
forth in this Agreement and in the exhibits hereto is complete and              
accurate in all material respects and does not contain any untrue               
statement of a material fact or omit to state a material fact required to       
make the statements made, in light of the circumstances under which they        
were made, not misleading.                                                      

ARTICLE IV        
SPECIAL COVENANTS         

Section 4.01     Deliveries.  Within five (5) days after the date of            
this Agreement, KidsToysPlus.com, Inc. shall deliver to FYI, at FYI's           
offices, originals or true and correct copies of: (a) all written               
contracts relating to stockholders, directors, officers, employees, and         
agents, and any attorneys, accounts, and other professional or agent            
engaged by KidsToysPlus.com, Inc.; (b) the current stockholder list,            
showing each stockholder's name, address, number of shares owned, and           
denomination and date of each certificate, all as of a date within five         
(5) days of the date of this Agreement; (c) a transaction register from         
KidsToysPlus.com, Inc.'s Transfer Agent setting forth the details of all        
issuances of common stock certificates, indicating in the case of each          
certificate the date of issuance, certificate number, number of shares,         
registered owner, and whether such certificate constitutes an original          
issuance or the transfer of outstanding stock, indicating, in the case of       
transfers, the number of the certificate from which such stock was              
transferred; and (d) all filings, notices, or other communications with         
the SEC,  the NASD, any state securities commission, state corporation          
commission, or similar agency, and any non-United States securities             
commission, non-United States corporations commission, Canadian province,       
or similar authority, together with copies of all communications received       
by KidsToysPlus.com, Inc.                                                       

Section 4.02     Access to Properties and Records.  Until the                   
Closing, KidsToysPlus.com, Inc. will afford to the officers and                 
authorized representatives of FYI full access to its properties, books,         
and records in order that FYI may have full opportunity to make such            
reasonable investigation as it shall desire to make of the affairs of           
KidsToysPlus.com, Inc., and will furnish FYI with such additional               
financial and operating data and other information as to its business and       
properties as FYI shall from time to time reasonably request.  Any such         
investigation by FYI shall be conducted in such a manner as not to              
interfere unreasonably with the operations of KidsToysPlus.com, Inc. and        
all information obtained in connection with such investigation shall be         
treated as confidential in accordance with section 7.01.                        

Section 4.03     Third-Party Consents.  FYI, KidsToysPlus.com, Inc.,            
and Timcke agree to cooperate with each other in order to obtain required       
third-party consents to this Agreement and the transactions herein              
contemplated.                                                                   

Section 4.04     Action Prior to Closing.  From and after the date              
of this Agreement until the Closing Date and except as set forth in the         
schedules or as permitted or contemplated by this Agreement, each party         
hereto, will:                                                                   

    (a)  Carry on its business in substantially the same manner as
it has heretofore;                                        

(b)  Maintain and keep its assets in as good repair and   
condition as at present, except for depreciation due to   
ordinary wear and tear and damage due to casualty;        

    (c)  Maintain in full force and effect insurance comparable in
amount and in scope of coverage to that now maintained by 
it;                                                       

  (d)  Perform in all material respects all of its obligations
under material contracts, leases, and instruments relating
to or affecting its assets, properties, and business;     

     (e)  Use its best efforts to maintain and preserve its business
organization intact, to retain its key employees, and to  
maintain its relationship with its material suppliers and 
customers; and                                            

     (f)  Fully comply with and perform in all material respects all
obligations and duties imposed upon it by all federal and 
state laws and all rules, regulations, and orders imposed 
by federal or state governmental authorities.             

Section 4.05     Indemnification on Transfer of Stock.  FYI agrees              
to indemnify and hold harmless Timcke and KidsToysPlus.com, Inc. from and       
against any and all loss, cost, liability, penalty, damages or other            
charges and any and all expenses incurred in connection with                    
investigating or defending any claim, action or proceeding incident to          
any matter indemnified against hereunder (including, with out limitation,       
court costs and reasonable attorneys' fees) incurred by any such person         
in connection with or arising from the offer or sale by FYI or any              
affiliate thereof of the Stock acquired by FYI pursuant to this Agreement       
in violation of the Securities Act, the Securities Exchange Act, or any         
applicable state securities laws.                                               

Section 4.06     Stockholder Meeting.  Within ten (10) days after               
the mailing of the proxy statement pursuant to Section 4.07(a) hereof,          
KidsToysPlus.com, Inc. shall, at a meeting of its stockholders duly             
called by its board of directors to be held as soon as practicable,             
present for the authorization and approval of its stockholders, in              
accordance with its articles of incorporation and bylaws, the applicable        
provisions of the laws of the state of Nevada and all applicable federal        
and state securities laws, this Agreement,  the transactions contemplated       
hereby, including the transfer of all or substantially all of the assets        
of KidsToysPlus.com, Inc. to Timcke pursuant to section 1.05,  the              
amendment of the articles of incorporation of KidsToysPlus.com, Inc., the       
change of the name of KidsToysPlus.com, Inc. to such name as may be             
acceptable to FYI, and the election as directors of those persons               
nominated by FYI.                                                               

Section 4.07     Proxy Statement.                                               

  (a)  The parties shall prepare and file with the SEC a proxy
statement for stockholders of KidsToysPlus.com, Inc. in   
connection with the transactions contemplated by this     
Agreement (the "Proxy Statement").  The parties shall use 
their best efforts to obtain the SEC's approval of the    
Proxy Statement, if reviewed by the SEC, as promptly as   
practicable.  KidsToysPlus.com, Inc. and FYI shall furnish
to the other all information concerning it and the holders
of their stock as the other may reasonably request in     
connection with such actions.  Within ten (10) days after 
the expiration of the waiting period set forth in Rule    
14a-6 or, if the preliminary proxy statement is reviewed  
by the SEC, the resolution of all comments of the SEC,    
whichever is later, KidsToysPlus.com, Inc. shall mail the 
Proxy Statement to its stockholders entitled to notice of 
and to vote at the stockholders meeting.  The Proxy       
Statement shall include the recommendation of             
KidsToysPlus.com, Inc.'s board of directors in favor of   
the matters set forth herein, subject to the fiduciary    
obligations of KidsToysPlus.com, Inc.'s board of directors
to its shareholders.                                      

 (b)  The information supplied by KidsToysPlus.com, Inc. for
inclusion in the Proxy Statement shall not, at the time   
the Proxy Statement is mailed to the stockholders of      
KidsToysPlus.com, Inc., contain any untrue statement of   
material fact or omit to state any material fact required 
to be stated therein or necessary in order to make the    
statements therein not misleading.  If at any time prior  
to the Closing, any event or circumstance relating to     
KidsToysPlus.com, Inc. or any of its affiliates, or its   
officers or directors, is discovered by KidsToysPlus.com, 
Inc. that should be set forth in a supplement to the Proxy
Statement, KidsToysPlus.com, Inc. shall promptly inform   
FYI thereof in writing.  All documents that               
KidsToysPlus.com, Inc. is responsible for filing with the 
SEC in connection with the transactions contemplated      
herein shall comply as to form in all material respects   
with the applicable requirements of the Securities Act and
the rules and regulations thereunder and the Exchange Act 
and the rules and regulations thereunder.                 

(c)  The information supplied  for inclusion in the Proxy 
Statement shall not, at the time the Proxy Statement is   
mailed to the stockholders of KidsToysPlus.com, Inc.,     
contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or  
necessary in order to make the statements therein not     
misleading.  If at any time prior to the Closing, any     
event or circumstance relating to FYI or any of its       
affiliates, or to its officers or directors, is discovered
by FYI that should be set forth in a supplement to the    
Proxy Statement, FYI shall promptly inform                
KidsToysPlus.com, Inc. thereof in writing.                

ARTICLE V         
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES        

Section 5.01     Conditions Precedent to the Obligations of the                 
Parties.  The obligations of each party under the terms of this Agreement       
are subject to the satisfaction, at or before the Closing Date, of the          
following conditions:                                                           

  (a)  All required third-party consents to this Agreement and
the transactions contemplated hereby shall have been      
received, unless waived by the parties.                   

    (b)  There shall not be any action or threatened action before
any court or governmental body to restrain, prohibit, or  
invalidate the transactions contemplated by this Agreement
or which in the judgment of the board of directors of any 
party, made in good faith and based on the advice of legal
counsel, makes it inadvisable to proceed with the         
transactions contemplated by this Agreement.              

Section 5.02     Conditions Precedent to the Obligations of FYI.                
The obligations of FYI under the terms of this Agreement are subject to         
the satisfaction, at or before the Closing Date, of the following               
conditions:                                                                     

(a)  The representations and warranties made by Timcke and
KidsToysPlus.com, Inc. in this Agreement were true when   
made and shall be true at the Closing Date with the same  
force and effect as if such representations and warranties
were made at and as of the Closing Date.                  

    (b)  Timcke and KidsToysPlus.com, Inc. shall have performed or
complied with all covenants and conditions required by    
this Agreement to be performed or complied with by such   
parties prior to or at the Closing.                       

  (c)  No litigation, proceeding, investigation, or inquiry is
pending or, to the best knowledge of Timcke or            
KidsToysPlus.com, Inc., threatened, which might result in 
an action to enjoin or prevent the consummation of the    
transactions contemplated by this Agreement or which might
result in a material adverse change in the assets,        
properties, or business of Timcke or KidsToysPlus.com,    
Inc.                                                      

   (d)  The closing of the transfer of all of the assets and the
assumption of all of the liabilities of KidsToysPlus.com, 
Inc. by Timcke pursuant to section 1.05, above shall have 
been completed, subject to waiver or partial waiver by the
parties.                                                  

 (e)  Timcke and KidsToysPlus.com, Inc. shall have taken all
corporate or other action necessary to approve the        
transactions contemplated by this Agreement.  FYI shall   
have been furnished with certified copies of resolutions  
adopted by the board of directors of KidsToysPlus.com,    
Inc., and the stockholders of KidsToysPlus.com, Inc., in  
form and substance reasonably satisfactory to counsel for 
FYI, approving the transactions contemplated by this      
Agreement.                                                

    (f)  KidsToysPlus.com, Inc. shall have amended its articles of
incorporation to change its name to a name designated by  
FYI prior to Closing.                                     

(g)  There shall be no existing agreements between        
KidsToysPlus.com, Inc. and any stockholder, any relative  
of any director, officer, broker, underwriter, employee,  
agent or any stockholder, or any affiliates of the        
stockholder for any wages, fees, advances, expense        
reimbursement, options, warrants, or other rights to      
acquire securities from KidsToysPlus.com, Inc.            

     (h)  There shall not be any action taken, or any statute, rule,
regulation or order enacted, entered, enforced or deemed  
applicable to the transactions contemplated hereby by any 
governmental entity in connection with the grant of any   
regulatory approval necessary, in the reasonable business 
judgment of KidsToysPlus.com, Inc., to the continuing     
operation of the current or future business of            
KidsToysPlus.com, Inc., which imposes any condition or    
restriction upon KidsToysPlus.com, Inc. or its proposed   
future business or operations which, in the reasonable    
business judgment of FYI, would be materially burdensome  
in the context of the transactions contemplated by this   
Agreement.                                                

  (i) KidsToysPlus.com, Inc. shall not have received notice of
or otherwise have knowledge of any pending inquiry, matter
under investigation, formal order of investigation, or    
other possible enforcement action from the SEC or any     
provincial or state securities or other regulatory        
authority involving or possibly involving, whether or not 
actually threatened, any violation of any law administered
by such agency or authority by either KidsToysPlus.com,   
Inc. or any of its present or former affiliates or in     
concert with any of them.                                 

Section 5.03     Conditions Precedent to the Obligations of Timcke              
and KidsToysPlus.com, Inc.  The obligations of Timcke and                       
KidsToysPlus.com, Inc. under this Agreement are subject to the                  
satisfaction, at or before the Closing Date, of the following conditions:       

 (a)  The representations and warranties made by FYI in this
Agreement were true when made and shall be true as of the 
Closing Date except for changes permitted by this         
Agreement or made in the ordinary course of business.     

   (b)  FYI shall have performed and complied with all covenants
and conditions required by this Agreement to be performed 
or complied with by FYI prior to or at the Closing.       

  (c)  No litigation, proceeding, investigation, or inquiry is
pending or, to the best knowledge of FYI, threatened,     
which might result in an action to enjoin or prevent the  
consummation of the transactions contemplated by this     
Agreement or which might result in any adverse material   
change in the assets, properties, or business operations  
of FYI.                                                   

Section 5.04     Other Items.  The parties hereto shall have                    
received such further documents, certificates, or instruments relating to       
the transactions contemplated hereby as they may reasonably request.            

ARTICLE VI        
TERMINATION         

Section 6.01     Termination.  Anything contained in this Agreement             
to the contrary notwithstanding, this Agreement may be terminated at any        
time prior to the Closing Date:                                                 

(a)  by the mutual consent of Timcke and the boards of    
directors of FYI and KidsToysPlus.com, Inc.               

     (b)  by any party, if the Closing shall not have occurred on or
before April 30, 2001 (or such later date as may be       
mutually agreed to by the parties);                       

  (c)  by FYI in the event of any material breach by Timcke or
KidsToysPlus.com, Inc., of any of the agreements,         
representations, or warranties of such parties contained  
herein and the failure of such parties to cure such breach
within seven days after receipt of notice from FYI        
requesting such breach to be cured: or                    

   (d)  by Timcke or KidsToysPlus.com, Inc., in the event of any
material breach by FYI of any of the agreements,          
representations, or warranties of FYI contained herein and
the failure of FYI to cure such breach within seven days  
after receipt of notice from Timcke or KidsToysPlus.com,  
Inc., requesting such breach to be cured.                 

Section 6.02     Notice of Termination.  Any party desiring to                  
terminate this Agreement pursuant to section 6.01 shall give notice of          
such termination to the other parties to this Agreement.                        

Section 6.03     Effect of Termination.  In the event that this                 
Agreement shall be terminated pursuant to this Article VI, all further          
obligations of the parties under this Agreement (other than sections 7.01       
and 7.02 shall be terminated without further liability of any party to          
the other; provided that, nothing herein shall relieve any party from           
liability for its willful breach of this Agreement.                             

ARTICLE VII         
MISCELLANEOUS         

Section 7.01     Confidential Nature of Information.  Each party                
agrees that it will treat in confidence the content of all discussions,         
negotiations, documents, materials and other information, including but         
not limited to operational, economic, or financial information or data of       
any nature whatsoever relating to the future, present or past business          
operations, plans or assets, which either party shall have obtained             
regarding the other parties during the course of the discussions and            
negotiations leading to the consummation of the transactions contemplated       
hereby (whether obtained before or after the date of this Agreement), the       
investigation provided for herein pursuant to section 4.01 and the              
preparation of this Agreement and other related documents, and, in the          
event the transactions contemplated hereby shall not be consummated, each       
party will return to the other party all copies of non-public documents         
and materials which have been furnished in connection therewith.  Such          
documents, materials and information shall not be communicated to any           
third person (other than to their respective counsel, accountants,              
financial advisors or lenders) and shall not be used for any purpose to         
the detriment of the other party.  No other party shall use any                 
confidential information in any manner whatsoever except solely for the         
purpose of evaluating the proposed purchase and sale of the assets              
hereunder; provided, however, that the obligation of each party to treat        
such documents, materials and other information in confidence shall not         
apply to any information which (i) is or becomes available to such party        
from a source other than the other party, except from insiders and              
affiliates of such other party, (ii) is or becomes available to the             
public other than as a result of disclosure by such party or its agents,        
(iii) is required to be disclosed under applicable law or judicial              
process, but only to the extent it must be disclosed, or (iv) such party        
reasonably deems necessary to disclose to obtain any of the consents or         
approvals contemplated hereby.                                                  

Section 7.02     Expenses.  FYI will pay all costs and expenses                 
incident to its negotiation and preparation of this Agreement and to its        
performance and compliance with all agreements and conditions contained         
herein on its part to be performed or complied with, including the fees,        
expenses and disbursements of its counsel and accountants.  Timcke will         
pay all costs and expenses incident to his and KidsToysPlus.com, Inc.'s         
negotiation and preparation of this Agreement and to their performance          
and compliance with all agreements and conditions contained herein on           
their part to be performed or complied with, including the fees, expenses       
and disbursements of their counsel and accountants.                             

Section 7.03     No Brokers.  Each party hereto agrees that no third            
person has in any way brought the parties together or been instrumental         
in the negotiation, execution, or consummation of this Agreement other          
than as disclosed to or known by the parties.  Each party agrees to             
indemnify the others against any claim by any third person for any              
commission, brokerage, finder's fee, or other payment with respect to           
this Agreement or the transactions contemplated hereby based upon any           
alleged agreement or understanding between such party and such third            
person, whether expressed or implied, arising from the actions of such          
party.  The covenants set forth in this section 7.03 shall survive the          
Closing Date and the consummation of the transactions herein                    
contemplated.                                                                   

Section 7.04     Governing Law.  This Agreement shall be governed               
by, enforced and construed under and in accordance with, the laws of the        
United States of America, and, with respect to other matters of state           
law, the laws of the state of Nevada shall apply.                               

Section 7.05     Notices.  All notices, demands, requests, or other             
communications required or authorized hereunder shall be deemed given           
sufficiently if in writing and if personally delivered; if sent by              
facsimile transmission, confirmed with a written copy thereof sent by           
overnight express delivery; if sent by registered mail or certified mail,       
return receipt requested and postage prepaid; or if sent by overnight           
delivery:                                                                       

If to FYI, to: FYI Corporation                                                  
c/o Michael L. Labertew, Attorney at Law                                        
4685 South Highland Drive #202A                                                 
Salt Lake City, Utah 84117                                                      
Fax: (801) 274-1099                                                             

If to Timcke or                                                                 
KidsToysPlus.com, Inc.   2924 Cliffe Avenue                                     
Courtenay, British Columbia, Canada                                             
V9N 2L7                                                                         
Fax: (877) 897-0403                                                             

or such other addresses and facsimile numbers as shall be furnished in          
writing by any party in the manner for giving notices hereunder, and any        
such notice, demand, request, or other communication shall be deemed to         
have been given as of the date so delivered or sent by facsimile                
transmission, three days after the date so mailed, or one day after the         
date so sent by overnight delivery.                                             

Section 7.06     Attorney's Fees.  In the event that any party                  
institutes any action or suit to enforce this Agreement or to secure            
relief from any default hereunder or breach hereof, the breaching party         
or parties shall reimburse the nonbreaching party or parties for all            
costs, including reasonable attorney's fees, incurred in connection             
therewith and in enforcing or collecting any judgment rendered therein.         

Section 7.07     Schedules; Knowledge.  Whenever in any section of              
this Agreement reference is made to information set forth in the                
schedules, such reference is to information specifically set forth in           
such schedules and clearly marked to identify the section of this               
Agreement to which the information relates.  Whenever any representation        
is made to the "knowledge" of any party, it shall be deemed to be a             
representation that no officer or director of such party, after                 
reasonable investigation, has any knowledge of such matters.                    

Section 7.08     Entire Agreement.  This Agreement and the                      
Environmental Indemnity Agreement, together with the documents to be            
delivered pursuant hereto, represent the entire agreement between the           
parties relating to the subject matter hereof.  There are no other              
courses of dealing, understanding, agreements, representations, or              
warranties, written or oral, except as set forth herein.                        

Section 7.09     Survival; Termination.  The representations,                   
warranties, and covenants of the respective parties shall survive the           
Closing.                                                                        

Section 7.10     Counterparts.  This Agreement may be executed in               
multiple counterparts, each of which shall be deemed an original and all        
of which taken together shall be but a single instrument.                       

Section 7.11     Amendment or Waiver.  Every right and remedy                   
provided herein shall be cumulative with every other right and remedy,          
whether conferred herein, at law, or in equity, and may be enforced             
concurrently herewith, and no waiver by any party of the performance of         
any obligation by the other shall be construed as a waiver of the same or       
any other default then, theretofore, or thereafter occurring or existing.       
At any time prior to the Closing Date, this Agreement may be amended by a       
writing signed by all parties hereto, with respect to any of the terms          
contained herein, and any term or condition of this Agreement may be            
waived or the time for performance thereof may be extended by a writing         
signed by the party or parties for whose benefit the provision is               
intended.                                                                       

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to            
be executed as of the date first above written.                                 

     FYI CORPORATION

                          By__________________________________
               Pete Falvo, President

            KidsToysPlus.com, Inc.

                            By____________________________________
          Albert R. Timcke

                              ____________________________________
          Albert R. Timcke

Appendix B.1                                                                    

KIDSTOYSPLUS.COM, INC.        

(A Development Stage Company)         

FINANCIAL STATEMENTS        

(Expressed in United States Dollars)        

JANUARY 31, 2000        

A                                                                               
Partnership of                                                                  
Incorporated                                                                    
Professionals                                                                   
DAVIDSON & COMPANY=========Chartered                                            
                 Accountants================================

INDEPENDENT AUDITORS' REPORT                                                    

To the Stockholders and Directors of                                            
Kidstoysplus.com, Inc.                                                          
(A Development Stage Company)                                                   

We have audited the accompanying balance sheet of  Kidstoysplus.com,            
Inc. as at January  31,  2000  and  the  related  statements  of                
operations,   changes  in stockholders'  equity  and cash  flows  for the       
period  from  incorporation  on February 4, 1999 to January 31, 2000.           
These financial statements,  expressed in United States dollars, are the        
responsibility of the Company's management.  Our responsibility  is to          
express an opinion on these financial  statements based on our audit.           

We conducted our audit in accordance with generally  accepted auditing          
standards in the  United  States of  America.  Those  standards  require        
that we plan and perform the audit to obtain  reasonable  assurance             
about  whether the financial statements are free of material                    
misstatement.  An audit includes examining, on a test basis,  evidence          
supporting  the amounts and  disclosures in the financial statements.  An       
audit also 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            
audit  provides  a reasonable basis for our opinion.                            

In our opinion,  the financial  statements  referred to above present           
fairly, in all material respects,  the financial position of                    
Kidstoysplus.com,  Inc. as at January  31, 2000 and the results of its          
operations,  changes in  stockholders' equity and its cash flows for the        
period from  incorporation on February 4, 1999 to January 31, 2000 in           
conformity with generally accepted accounting  principles in the United         
States of America.                                                              

The  accompanying   financial   statements  have  been  prepared                
assuming  that Kidstoysplus.com,  Inc. will continue as a going concern.        
As discussed in Note 2 to the  financial  statements,  unless the               
Company  attains  future  profitable operations and/or obtains additional       
financing, there is substantial doubt about the  Company's  ability to          
continue as a going  concern.  Management's  plans in regards to these          
matters are  discussed in Note 2. The  financial  statements do not             
include  any  adjustments  that  might  result  from  the  outcome  of          
this uncertainty.                                                               

/s/ Davidson & Company                    
Vancouver, Canada                                                               
Chartered Accountants                                                           
April 18, 2000                                                                  

A Member of               
Accounting Group International              
======================================            
Suite 1270, Stock Exchange Tower, 609             
Granville Street, P.O. Box 10372,             
Pacific Centre, Vancouver,                
B.C., Canada V7Y 1G6                  
Telephone (604) 687-0947              
Fax (604) 687-6172                

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
BALANCE SHEET         
(Expressed in United States Dollars)        
AS AT JANUARY 31, 2000        
=========================================================================       

ASSETS                                                                          

Current                                                                         
Cash and equivalents                        $    11,372                 
Prepaid expenses and deposits                     8,017                 
                                ------
Total current assets                             19,389                 

Capital assets (Note 5)                              10,323                     
                                ------
Total assets                                    $    29,712                     
=========================================================================       

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

Current                                                                         
Accounts payable and accrued liabilities    $    56,419                 
                                ------
Total current liabilities                        56,419                 
                                ------
Stockholders' equity                                                            
Capital stock (Note 6)                                                  
Authorized                                                        
25,000,000  common shares with a                              
par value of $0.001                                           
Issued and outstanding                                            
9,968,084  common shares                    9,968             
Additional paid-in capital                     239,274                  
Stock subscriptions receivable (Note 8)         (5,500)                 
Deficit, accumulated during the                                         
development stage                           (270,449)               
                             -------
Total stockholders' equity                     (26,707)                 
                             -------
Total liabilities and stockholders' equity      $   29,712                      
=========================================================================       

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

KIDSTOYSPLUS.COM, INC.      
(A Development Stage Company)         
STATEMENT OF OPERATIONS         
(Expressed in United States Dollars)        
PERIOD FROM INCORPORATION ON FEBRUARY 4, 1999 TO JANUARY 31, 2000         
=========================================================================       

INTEREST INCOME                                   $    4,389                    
                                  ------
EXPENSES                                                                        
Amortization                                         828                
Consulting fees                                  116,853                
Entertainment and promotion                        6,234                
Equipment rental                                   3,013                
Investor relations                                 2,680                
Legal and accounting                              44,656                
Management fees                                    2,800                
Office and miscellaneous                          28,638                
Rent                                               9,258                
Telephone and utilities                            9,301                
Transfer agent and filing fees                     5,708                
Travel and automobile                             14,842                
Website design and maintenance                    30,027                
                                 -------
                                 274,838
                                 -------
Loss for the period                               $ (270,449)                   
=========================================================================       
Basic and diluted loss per share                  $    (0.03)                   
=========================================================================       
Weighted average number of shares                                               
of common stock outstanding                  8,259,140              
=========================================================================       

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        
(Expressed in United States Dollars)        
=========================================================================       

                                              Deficit,
                                               Accumulated
Common Shares Issued  Additional   Stock      During the
---------------------  Paid-in   Subscriptions Development
      Number       Amount     Capital     Receivable    Stage      Total
----------------------------------------------------------------------------    
Balance,                                                                        
February 4,                                                                     
1999            -     $     -     $     -     $       -   $      -   $     -    

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

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

Shares                                                                          
issued                                                                          
for cash                                                                        
at $0.01                                                                        
per share                                                                       
     3,960,000      3,960     35,640              -          -    39,600

at $0.50                                                                        
per share                                                                       
       408,084        408    203,634              -          -   204,042

Loss for                                                                        
the period       -          -          -              -   (270,449) (270,449)   
    __________      _____    _______        _______    _______   _______
Balance,                                                                        
January 31,                                                                     
2000     9,968,084    $ 9,968  $ 239,274       $ (5,500) $(270,449) $(26,707)   
============================================================================    

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENT OF CASH FLOWS         
(Expressed in United States Dollars)        
PERIOD FROM INCORPORATION ON FEBRUARY 4, 1999 TO JANUARY 31, 2000         
=========================================================================       

CASH FLOWS FROM OPERATING ACTIVITIES                                            
Loss for the period                                         $  (270,449)
Item not affecting cash:                                                
  Amortization                                                     828

Changes in other operating assets and liabilities:                      
   Increase in prepaid expenses and deposits                     (8,017)
  Increase in accounts payable and accrued liabilities          56,419
                                                              --------
Net cash used in operating activities                          (221,219)
                                                              --------
CASH FLOWS FROM INVESTING ACTIVITY                                              
Capital assets acquired                                         (11,151)
                                                              --------
CASH FLOWS FROM FINANCING ACTIVITY                                              
Capital stock issued for cash                                   243,742 
                                                              --------
Cash and equivalents, end of period                               $  11,372     
===========================================================================     
Cash paid during the period for interest                          $       -     
===========================================================================     
Cash paid during the period for income taxes                      $       -     
===========================================================================     

Supplemental disclosure with respect to cash flows (Note 10)                    

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

KIDSTOYSPLUS.COM, INC.        
(A Development  Stage Company)          
NOTES TO THE FINANCIAL  STATEMENTS        
(Expressed in United States Dollars)        
JANUARY 31, 2000        
=========================================================================       
1.   HISTORY AND ORGANIZATION OF THE COMPANY                                    

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

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

2.   GOING CONCERN                                                              

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

========================================================================        
                                                    2000
________________________________________________________________________        
Deficit accumulated during the development stage       $  (270,449)   
Working capital deficiency                                 (37,030)   
=========================================================================       

3.   SIGNIFICANT ACCOUNTING POLICIES                                            

Cash and equivalents                                                  

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

Revenue recognition                                                   

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

Stock-based compensation                                              

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

Capital assets                                                        

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

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
NOTES TO THE FINANCIAL STATEMENTS         
(Expressed in United States Dollars)        
JANUARY 31, 2000        
=========================================================================       
3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)                              

Income taxes                                                          

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

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

Use of estimates                                                      

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

Reporting comprehensive income                                        

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

Disclosure about segments of an enterprise and related information    

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

Accounting for derivative instruments and hedging activities          

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
NOTES TO THE FINANCIAL STATEMENTS         
(Expressed in United States Dollars)        
JANUARY 31, 2000        
=========================================================================       
3.   SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)                              

Reporting on costs of start-up activities                             

The American Institute of Certified Public Accountant's issued        
Statement of Position 98-5 "Reporting on the Costs of Start-Up                  
Activities" ("SOP 98-5") which  provides  guidance on the financial             
reporting of start-up costs and organization   costs.   It  requires            
costs  of  start-up   activities  and organization costs to be expensed         
as incurred. The Company adopted SOP 98-5      during the current period.       

Foreign currency translation                                          

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

Loss per share                                                        

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

4.   FINANCIAL INSTRUMENTS                                                      

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

5.   CAPITAL ASSETS                                                             

======================================================================          
                         Accumulated       Net
                     Cost    Amortization   Book Value

____________________________________________________________________            
Computer equipment        $  4,438     $  380       $  4,058            
Furniture and fixtures       6,713        448          6,265            
               _______    _______        _______
              $ 11,151    $   828       $ 10,323
=========================================================================       

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

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

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

Common shares                                                         

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

Additional paid-in capital                                            

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

Escrow shares                                                         

Included in issued  capital  stock as at January 31,  2000,  are      
1,980,000 common shares held in escrow pursuant to a pooling agreement          
dated April 6, 1999. Under the terms of the agreement,  330,000 shares of       
common stock are being released from escrow monthly.                            

7.   STOCK-BASED COMPENSATION                                                   

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

Following is a summary of the status of the plan during the period:   

=========================================================================       
                              Weighted
                             Average
                Number        Exercise
              of Shares        Price
_________________________________________________________________________       
Outstanding, February 4, 1999             -      $     -                    
Granted                           2,000,000         0.17                    
              _________       ______
Outstanding, January 31, 2000     2,000,000      $  0.17                    
              =========       ======
Weighted average fair value of                                              
options granted during the period                $   Nil                    
=========================================================================       

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
NOTES TO THE FINANCIAL STATEMENTS         
(Expressed in United States Dollars)        
JANUARY 31, 2000        
=========================================================================       
7.   STOCK-BASED COMPENSATION (cont'd.....)                                     

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

=========================================================================       
Outstanding Options                      Exercisable Options    
Weighed Average                                     
        Remaining        Exercise                       Exercise
Number     Contractual Life    Price         Number           Price       
_________________________________________________________________________       
2,000,000      5.26 years        $ 0.17      2,000,000         $  0.17        
=========================================================================       

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

The assumptions used in calculating fair value are as follows:        

==================================================================    
                                                      1999
Risk-free interest rate                                     7.0%      
Expected life of options                                   6 years    
Expected volatility                                       0.001%      
Expected dividend yield                                     0.0%      
==================================================================    

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

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

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

Options granted under the plan will expire the earlier of:            

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

KIDSTOYSPLUS.COM, INC.          
(A Development Stage Company)         
NOTES TO THE FINANCIAL STATEMENTS         
(Expressed in United States Dollars)        
JANUARY 31, 2000        
=========================================================================       
8.   STOCK SUBSCRIPTIONS RECEIVABLE                                             

Pursuant to Stock Subscription  Agreements dated March 9, 1999, the   
Company issued  5,600,000  shares of common  stock for  proceeds  of            
$5,600.  As at January 31, 2000,  $100 of the proceeds have been                
received.  The remaining $5,500 is due from the president of the Company.       
The $5,500 was paid to the Company by the president subsequent to January       
31, 2000.                                                                       

9.   RELATED PARTY TRANSACTIONS                                                 

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

a)   Paid $2,800 in management fees to the president of the Company.  

b)   Paid  consulting  fees of $51,600 to the  president  and         
$18,000 to a director of the Company.                                           

Included  in  accounts  payable as at January  31, 2000 is $18,000    
due to a director of the Company.                                               

10.  SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS                         

The significant  non-cash transaction for the period ended January    
31, 2000 consisted of the Company  issuing  5,500,000  shares of common         
stock in the amount of $5,500 in exchange for a stock subscription              
receivable.                                                                     

11.  COMMITMENTS                                                                

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

   Subsequent  to January 31,  2000,  the Company  terminated  one
of the Consulting Agreements described above, with a director of the            
Company. The agreement called for consulting fees totaling $2,000 per           
month to be paid.                                                               

b)   The Company has stock option plans as disclosed in Note 7.       

c)   The  Company  is  committed  to  future  minimum  lease          
payments  for operating leases for premises and office equipment of:            
Year ended January 31, 2001         $  20,365             
Year ended January 31, 2002             1,485             
                        ________
                       $  21,850

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

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

Tax benefits of net operating loss carryforward         $ 101,586 
 Valuation allowance                                     (101,586)
                                                        ________
                                                       $       -
                                                        ========

The  Company  has  a  net  operating  loss  carryforward  of          
approximately $267,332.  The  valuation  allowance  increased  to               
$101,586 for the period ended  January  31,  2000  since  the                   
realization  of the  operating  loss carryforwards  are doubtful.  It is        
reasonably  possible that the Company's estimate  of the  valuation             
allowance  will  change.  The  operating  loss carryforwards will expire        
in the 2007 fiscal year.                                                        

13.  SUBSEQUENT EVENTS                                                          

The following transactions occurred subsequent to January 31, 2000:   

a)   The Company completed a private  placement  financing of         
590,400 units at $1.25 per unit for total  proceeds of $738,000.  Each          
unit consists of one share of common stock and one non-transferable             
share purchase warrant.  Each  warrant  entitles  the holder to purchase        
one share of common  stock of the  Company at $1.625 per common  share          
for one year from the date of issuance.                                         

b)   Options to purchase  400,000 shares of common stock at $0.10     
per share and 400,000 shares of common stock at $0.25 per share were            
exercised.                                                                      

c)   Pursuant to its Stock Option Plan,  the Company  granted         
options to a director  and  employee  of the Company to acquire  350,000        
shares of common  stock at a price of $1.00 per share,  exercisable  to         
April 5, 2010.                                                                  

14.  UNCERTAINTY DUE TO THE YEAR 2000 ISSUE                                     

The Year 2000 Issue arises because many computerized systems use two  
digits rather than four to identify a year.  Date-sensitive  systems may        
recognize the  year  2000 as 1900  or some  other  date,  resulting  in         
errors  when information  using  year 2000  dates is  processed.  In            
addition,  similar problems  may  arise in some  systems  which use             
certain  dates in 1999 to      represent  something  other  than a date.        
Although  the change in date has occurred,  it is not possible to               
conclude that all aspects of the Year 2000 Issue that may affect the            
entity,  including  those  related to  customers, suppliers, or other           
third parties, have been fully resolved.                                        

Appendix B.2                                                                  

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         

UNAUDITED FINANCIAL STATEMENTS        
(Expressed in United States Dollars)        

OCTOBER 31, 2001        

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

                                         October 31,         January 31,
                                        2000                2000
                                         -----------         -----------

ASSETS                                                                          

Current                                                                         
Cash and cash equivalents               $   119,647          $    11,372
Accounts receivable                          14,616                    -
Inventory                                    72,855                    -
Prepaid expenses and deposits                16,709                8,017
Due from related parties (Note 4)            47,634                    -
                                           --------             --------
Total current assets                        271,461               19,389

Capital assets                                   25,290               10,323    
                                           --------             --------
Total assets                                 $  296,751          $    29,712    
============================================================================    

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

Current                                                                         
Accounts payable and accrued liabilities $   34,747          $    56,419
                                           --------            ---------
Total current liabilities                    34,747               56,419

Stockholders' equity                                                            
Common stock (Note 5)                                                   
Authorized                                                        
25,000,000  shares with a                                       
par value of $0.001                                           
Issued and outstanding                                            
10,980,884  shares                                              
   (January 31, 2000 - 9,968,084)           10,980               9,968
Additional paid-in capital                  948,062             239,274 
Stock subscriptions receivable                    -              (5,500)
Deficit, accumulated during the                                         
 development stage                         (697,038)           (270,449)
                                           -------             -------
Total stockholders' equity                  262,004             (26,707)
                                           -------             -------
Total liabilities and stockholders' equity    $ 296,751           $  29,712     
=========================================================================       

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENTS OF OPERATIONS        
(Expressed in United States Dollars)        
(Unaudited)         
=========================================================================       
Cumulative                                        
Amounts                                         
               From                                              Period From
             February 4,  Three Month  Three Month  Nine Month   February 4,
            1999 to     Period Ended Period Ended Period Ended   1999 to
             October 31,  October 31,  October 31,  October 31,  October 31,
           2000          2000         1999        2000          1999
-----------------------------------------------------------------------------   

REVENUE                                                                         
Sales      $   4,333    $   2,624    $        -   $    4,333   $       -

COST OF SALES      3,595        3,595             -        3,595           -    
             -------      -------      --------     --------     -------
                 738         (971)            -          738           -

EXPENSES                                                                        
Consulting fees 290,780       46,584        48,390      173,927      85,167   
Depreciation      6,507        2,246            86        5,679          86   
Entertainment                                                                 
and promotion   13,126          752         1,114        6,892       1,828  
Equipment rental  5,128        1,088             -        2,115           -   
Investor                                                                      
relations       63,332       35,665             -       60,652           -  
Legal and                                                                     
accounting      84,233       15,486         7,923       39,577      26,983  
Management fees   2,800            -             -            -       2,800   
Marketing and                                                                 
advertising     13,883        9,247             -       13,883           -  
Office and                                                                    
miscellaneous   97,226       20,147        16,265       68,588      24,024  
Rent and                                                                      
security        25,930        5,029         3,683       16,672       3,683  
Telephone and                                                                 
utilities       23,668        3,753         4,213       14,367       5,524  
Transfer agent                                                                
and filing fees 10,881        3,801         5,338        5,173       5,338  
Travel and                                                                    
automobile      35,565        8,805         6,806       20,723       9,205  
Web-site design                                                               
and maintenance 39,304        7,370         7,094        9,277       7,094  
             -------       ------        ------       ------      ------
             712,363      159,973       100,912      437,525     171,732
             -------      -------       -------      -------     -------
Loss before                                                                     
other item    (711,625)    (160,944)     (100,912)    (436,787)   (171,732) 

OTHER ITEM                                                                      
Interest         14,587        3,014         1,458       10,198       3,964   
             -------      -------       -------      -------     -------
Loss for                                                                        
the period  $ (697,038)  $ (157,930)    $ (99,454)  $ (426,589)  $(167,768) 
============================================================================    
Basic and diluted                                                               
loss per share           $    (0.01)    $   (0.01)  $    (0.04)  $   (0.02) 
============================================================================    
Weighted average number                                                         
of shares of common                                                         
stock outstanding         10,955,179     9,968,084   10,587,434   8,311,443 
=============================================================================   

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        
(Expressed in United States Dollars)        
(Unaudited)         
=========================================================================       
                                      Deficit,
                                     Accumulated
    Common Shares    Additional    Stock       During the    Total
       __________________   Paid-in   Subscriptions  Development Stockholders'
    Shares    Amount   Capital    Receivable      Stage       Equity
-----------------------------------------------------------------------------   
Balance,                                                                        
February 4,                                                                     
1999           -   $     -   $      -   $       -      $      -    $      -     

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

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

Shares                                                                          
issued                                                                          
for cash:                                                                       
at $0.01                                                                        
per share                                                                       
  3,960,000     3,960     35,640           -             -      39,600

at $0.50                                                                        
per share                                                                       
    408,084       408    203,634           -             -     204,042

Loss for                                                                        
the period     -         -          -           -      (270,449)   (270,449)    
  _________    ______    _______      ______       _______     _______
Balance,                                                                        
January 31,                                                                     
2000   9,968,084     9,968    239,274      (5,500)     (270,449)    (26,707)    

Shares                                                                          
issued                                                                          
for cash                                                                        
at $1.25                                                                        
per share                                                                       
    590,400       590    737,410           -             -     738,000

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

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

Shares                                                                          
issued                                                                          
for cash                                                                        
at $0.10                                                                        
per share                                                                       
    400,000       400     39,600           -             -      40,000

Shares                                                                          
issued                                                                          
for cash                                                                        
at $0.25                                                                        
per share                                                                       
     22,400        22      5,578           -             -       5,600

Loss for                                                                        
the period     -         -          -           -      (426,589)   (426,589)    
 __________     _____    _______       _____       _______     _______
Balance,                                                                        
October 31,                                                                     
2000  10,980,884  $ 10,980  $ 948,062      $    -    $ (697,038)  $ 262,004     
===========================================================================     

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENTS OF CASH FLOWS        
(Expressed in United States Dollars)        
(Unaudited)         
=========================================================================       
Cumulative      
Amounts     
                             From                        Period From
                          February 4,     Nine Month     February 4,
                           1999        Period Ended      1999 to
                        to October 31,   October 31,     October 31,
                         2000           2000            1999
--------------------------------------------------------------------------      
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Loss for the period            $  (697,038)   $  (426,589)   $ (167,768)      
Item not affecting cash:                                                      
Amortization                       6,507          5,679            86     

Changes in non-cash                                                           
working capital items                                                       
Increase in accounts receivable  (14,616)       (14,616)            -     
Increase in inventory            (72,855)       (72,855)            -     
Increase in prepaid expenses                                              
and deposits                    (16,709)        (8,692)      (18,885)   
Increase in due from related                                              
parties                         (47,634)       (47,634)         (424)   
Increase (decrease) in accounts                                           
payable and accrued liabilities  34,747        (21,672)       34,316    
                            -------        -------       -------
Net cash used in                                                          
operating activities          (807,598)      (586,379)     (152,675)  
                            -------        -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES                                          
Capital assets acquired         (31,797)       (20,646)       (9,120)   
                            -------        -------       -------
Net cash used in                                                          
investing activities           (31,797)       (20,646)       (9,120)  
                            -------        -------       -------
CASH FLOWS FROM FINANCING ACTIVITIES                                          
Stock subscriptions received       5,500          5,500             -     
Capital stock issued for cash  1,027,342        783,600       243,742     
Share issuance costs             (73,800)       (73,800)            -     
                           ---------        -------       --------
Net cash provided by                                                      
financing activities           959,042        715,300       243,742   
                          ---------        -------       -------
Change in cash and cash                                                       
equivalents for the period     119,647        108,275        81,947   

Cash and cash equivalents,                                                      
beginning of period                  -         11,372             -   
                           --------        -------       -------
Cash and cash equivalents,                                                      
end of period                $ 119,647      $ 119,647      $ 81,947   
=========================================================================       
Cash paid during the period                                                     
for interest                 $       -      $       -      $      -   
=========================================================================       
Cash paid during the period                                                     
for income taxes             $       -      $       -      $      -   
=========================================================================       

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

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
NOTES TO THE FINANCIAL STATEMENTS         
(Expressed in United States Dollars)        
(Unaudited)         
OCTOBER 31, 2000        
=========================================================================       
1.   HISTORY AND ORGANIZATION OF THE COMPANY                                    

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

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

2.   GOING CONCERN                                                              

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

=========================================================================       
                                        October 31,      January 31,
                                       2000             2000
                                       __________       __________

Deficit accumulated during                                                      
the development stage                      $ (697,038)       $ (270,449)    
Working capital (deficiency)                    236,714           (37,030)      
===========================================================================     

3.   SIGNIFICANT ACCOUNTING POLICIES                                            

Inventory                                                             

Inventory is valued at the lower of cost and net realizable value.    

4.   DUE FROM RELATED PARTIES                                                   

=========================================================================       
                                          October 31,      January 31,
                                         2000             2000
                                         __________       __________
Due from the president of the Company     $   29,189       $        - 
Due from an officer of the Company            18,445                - 
                                           --------         --------
                                         $   47,634       $        -
==========================================================================      

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

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

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

On August 4, 2000, the Company issued 400,000 shares of common stock  
on the exercise of stock options under Rule 504 of Regulation D of the          
Securities Act of 1933 for total proceeds of $40,000.                           

On September 21, 2000, the Company issued 22,400 shares of common     
stock on the exercise of stock options under Rule 504 of Regulation D of        
the Securities Act of 1933 for total proceeds of $5,600.                        

6.   STOCK OPTIONS                                                              

Following is a summary of stock option activity during the nine       
month period ended October 31, 2000:                                            

=========================================================================       
                                                      Weighted
                                                     Average
                                       Number         Exercise
                                    Of Shares          Price
______________________________________________________________________    
Outstanding, January 31, 2000             2,000,000        $    0.17    
Granted                                     955,000             0.61    
Exercised                                  (422,400)            0.11    
Cancelled                                  (477,600)            0.22    
                     ---------
Outstanding, October 31, 2000             2,809,400             0.38    
=========================================================================       

The weighted  average fair value of options  granted  during the      
nine month  period ended October 31, 2000 was $0.76 per share.                  

7.   RELATED PARTY TRANSACTIONS                                                 

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

a)   The  Company  paid  consulting  fees of $59,000  (October  31,   
1999 - $30,000) to the  president  of the Company,  and $18,066  (October       
31, 1999 - $18,000) to a former director of the Company.                        

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

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

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

During the nine month period ended October 31, 2000, the Company      
terminated Consulting Agreements with a director and consultant of the          
Company.  The agreements called for consulting fees of $4,000 per month         
to be paid.                                                                     

9.   SEGMENTED INFORMATION                                                      

The Company currently conducts substantially all of its operations    
in Canada in one business segment.                                              

10.  SUBSEQUENT EVENT                                                           

The Company entered into an agreement effective November 1, 2000 for  
a term of 6 months with  Renmark  Financial  Communications  ("Renmark")        
whereby Renmark will provide investor  relations and communication              
services to the      Company  in  return  for fees of $5,000  per  month        
and the issue  150,000  restricted shares of common stock of the Company.       

Appendix B.3                                                                    

KIDSTOYSPLUS.COM, INC.          
(A Development Stage Company)         

UNAUDITED FINANCIAL STATEMENTS        
(Expressed in United States Dollars)        

JANUARY 31, 2001        

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
BALANCE SHEETS        
(Expressed in United States Dollars)        
AS AT JANUARY 31        
(Unaudited)         
=========================================================================       
                                                2001        2000
                                               ---------   ---------
ASSETS                                                                          

Current                                                                         
Cash and cash equivalents                         $  28,403   $  11,372   
Accounts receivable                                  15,406           -   
Inventory                                            73,801           -   
Prepaid expenses and deposits                           850       8,017   
Due from related parties                             47,850           -   
                                                --------    --------
Total current assets                                  166,310      19,389     

Capital assets                                          23,044      10,323      
                                                --------    --------
Total assets                                         $ 189,354   $  29,712      
==========================================================================      

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

Current                                                                         
Accounts payable and accrued liabilities          $  29,902   $  56,419   
                                                --------    --------
Total current liabilities                            29,902      56,419   
                                                --------    --------
Stockholders' equity                                                            
Common stock                                                              
Authorized                                                            
25,000,000 Shares with a par value of $0.001                        
Issued and outstanding                                                
11,130,884 Shares (January 31, 2000 -                               
9,968,084)                                       11,130       9,968 
Additional paid-in capital                         968,912     239,274    
Stock subscriptions receivable                           -      (5,500)   
Deficit, accumulated during the development stage (820,590)   (270,449)   
                                              --------    --------
Total stockholders' equity                         159,452     (26,707)   
                                              --------    --------
Total liabilities and stockholders' equity          $ 189,354   $  29,712       
=========================================================================       

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENTS OF OPERATIONS        
(Expressed in United States Dollars)        
(Unaudited)         
==========================================================================      
Cumulative                                        
Amounts                                         
                From                                               Period From
              February 4,  Three Month   Three Month               February 4,
            1999 to     Period Ended  Period Ended  Year Ended   1999 to
              January 31,  January 31,   January 31,   January 31, January 31,
           2001         2001           2000         2001        2000
------------------------------------------------------------------------------  
REVENUE                                                                         
Sales         $  48,952    $  44,619     $       -     $  48,952   $       -  

COST OF SALES     37,403       33,808             -        37,403           -   
              -------     --------      --------      --------    --------
               11,549       10,811             -        11,549           -
              -------     --------      --------      --------    --------
EXPENSES                                                                        
Consulting fees 319,863       29,083        31,686       203,010     116,853  
Depreciation      8,753        2,246           742         7,925         828  
Entertainment                                                                 
and promotion   13,866          740         4,406         7,632       6,234 
Equipment                                                                     
rental           5,360          232         3,013         2,347       3,013 
Investor                                                                      
relations       91,228       27,896         2,680        88,548       2,680 
Legal and                                                                     
accounting      97,439       13,206        17,673        52,783      44,656 
Management fees   2,800            -             -             -       2,800  
Marketing and                                                                 
advertising     28,576       14,693             -        28,576           - 
Office                                                                        
administration  38,349        7,481             -        38,349           - 
Office and                                                                    
miscellaneous   75,136       13,449         4,614        46,498      28,638 
Rent and                                                                      
security        29,622        3,692         5,575        20,364       9,258 
Shareholder                                                                   
costs            6,386        1,699             -         6,386           - 
Telephone and                                                                 
utilities       26,569        2,901         3,777        17,268       9,301 
Transfer agent                                                                
and filing fees 10,865            -           370         5,157       5,708 
Travel and                                                                    
automobile      46,169       10,604         5,637        31,327      14,842 
Web-site design                                                               
and maintenance 46,759        7,455        22,933        16,732      30,027 
              -------       ------        ------        ------      ------
              847,740      135,377       103,106       572,902     274,838
              -------      -------       -------       -------     -------
Loss before                                                                     
other item     (836,191)    (124,566)     (103,106)     (561,353)   (274,838) 

OTHER ITEM                                                                      
Interest         15,601        1,014           425        11,212       4,389  
              -------      -------       -------       -------     -------
Loss for the                                                                    
period       $ (820,590)   $(123,552)    $(102,681)    $(550,141)  $(270,449) 
=============================================================================   
Basic and diluted                                                               
loss per share              $   (0.01)    $   (0.01)    $   (0.05)  $   (0.03)  
=============================================================================   
Weighted average                                                                
number of shares of common                                                      
stock outstanding           10,980,884    9,968,084     10,655,205  8,259,140   
=============================================================================   

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY        
(Expressed in United States Dollars)        
(Unaudited)         
============================================================================    
                                    Deficit,
                                     Accumulated
      Common Shares   Additional    Stock      During the      Total
         -----------------  Paid-in  Subscriptions  Development  Stockholders'
      Shares   Amount   Capital    Receivable      Stage        Equity
------------------------------------------------------------------------------  
Balance,                                                                        
February 4,                                                                     
1999            -   $    -   $     -    $      -     $      -      $       -    

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

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

Shares                                                                          
issued                                                                          
for cash:                                                                       
at $0.01                                                                        
per share                                                                       
    3,960,000    3,960    35,640           -            -         39,600

at $0.50                                                                        
per share                                                                       
      408,084      408   203,634           -            -        204,042

Loss for                                                                        
the period      -        -         -           -     (270,449)      (270,449)   
    ---------   ------   -------     -------      -------        -------
Balance,                                                                        
January 31,                                                                     
2000    9,968,084    9,968   239,274      (5,500)    (270,449)       (26,707)   

Shares                                                                          
issued                                                                          
for cash                                                                        
at $1.25                                                                        
per share                                                                       
      590,400      590   737,410           -            -        738,000

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

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

Shares                                                                          
issued                                                                          
for cash                                                                        
at $0.10                                                                        
per share                                                                       
       400,000      400   39,600           -            -         40,000

Shares                                                                          
issued                                                                          
for cash                                                                        
at $0.25                                                                        
per share                                                                       
        22,400       22    5,578           -            -          5,600

Shares                                                                          
issued in                                                                       
Exchange for                                                                    
services                                                                        
at $0.14                                                                        
per share                                                                       
       150,000      150   20,850          -             -         21,000

Loss for                                                                        
the period       -        -        -          -      (550,141)      (550,141)   
     ---------   ------   ------     ------       -------        -------
Balance,                                                                        
January 31,                                                                     
2001    11,130,884  $11,130 $968,912     $    -     $(820,590)     $ 159,452    
============================================================================    

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
STATEMENTS OF CASH FLOWS        
(Expressed in United States Dollars)        
(Unaudited)         
============================================================================    
      Cumulative
       Amounts
                                       From                      Period From
                                     February 4,                 February 4,
                                     1999 to     Year Ended      1999 to
                                     January 31,   January 31,   January 31,
                                    2001         2001           2000
-----------------------------------------------------------------------------   
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Loss for the period                    $ (820,590)   $ (550,141)  $ (270,449) 
Item not affecting cash:                                                      
Amortization                              8,753         7,925          828

Changes in non-cash working capital                                           
items                                                                         
Increase in accounts receivable          (15,406)      (15,406)           - 
Increase in inventory                    (73,801)      (73,801)           - 
(Increase) decrease in prepaid                                              
 expenses and deposits                      (850)        7,167       (8,017)
Increase in due from related parties     (47,850)      (47,850)           - 
Increase (decrease) in accounts                                             
payable and accrued liabilities          29,902       (26,517)      56,419
                                        -------        ------       ------
Net cash used in operating activities    (919,842)     (698,623)    (221,219) 
                                        -------       -------      -------
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Capital assets acquired                   (31,797)      (20,646)     (11,151) 
                                        -------       -------      -------
Net cash used in investing activities     (31,797)      (20,646)     (11,151) 
                                        -------       -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Stock subscriptions received                5,500         5,500            -  
Capital stock issued for cash           1,048,342       804,600      243,742  
Share issuance costs                      (73,800)      (73,800)           -  
                                      ---------       -------      -------
Net cash provided by financing                                                
activities                               980,042       736,300      243,742 
                                      ---------       -------      -------
Change in cash and cash equivalents for                                         
the period                                 28,403        17,031       11,372  

Cash and cash equivalents, beginning of                                         
period                                          -        11,372            -  
                                        -------       -------       ------
Cash and cash equivalents, end of period  $ 28,403      $ 28,403     $ 11,372   
=============================================================================   
Cash paid during the period for interest  $             $            $          
=============================================================================   
Cash paid during the period for income                                          
taxes                                    $             $            $         
=============================================================================   

Appendix B.4                                                                    

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         

PRO FORMA FINANCIAL STATEMENTS        
(Expressed in United States Dollars)        

JANUARY 31, 2001        

KIDSTOYSPLUS.COM, INC.        
(A Development Stage Company)         
PRO FORMA BALANCE SHEETS        
(Expressed in United States Dollars)        
AS AT JANUARY 31, 2001        
(Unaudited)         
===========================================================================     

                                           Actual    Pro forma
---------------------------------------------------------------------------     
ASSETS                                                                          
Current                                                                         
Cash and cash equivalents                       $  28,403   $     -         
Accounts receivable                                15,406         -         
Inventory                                          73,801         -         
Prepaid expenses and deposits                         850         -         
Due from related parties                           47,850         -         
                                         -------    ------
Total current assets                              166,310         -         

Capital assets                                       23,044         -           
                                         -------    ------
Total assets                                      $ 189,354   $     -           
==========================================================================      

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

Current                                                                         
Accounts payable and accrued liabilities        $  29,902   $     -         
                                         -------    ------
Total current liabilities                          29,902         -         
                                         -------    ------
Stockholders' equity                                                            
Common stock                                                                
Authorized                                                                
25,000,000 Shares with a par value of $0.001                          
Issued and outstanding                                                    
11,130,884                                      11,130    11,130      
Additional paid-in capital                        968,912   968,912         
Stock subscriptions receivable                          -         -         
Deficit, accumulated during the development                                 
stage                                           (820,590) (980,042)       
                                         -------   -------
Total stockholders' equity                        159,452         -         
                                         -------   -------
Total liabilities and stockholders' equity        $ 189,354  $      -           
===========================================================================     

Appendix C                                                                      
CONSULTING AGREEMENT          

THIS  CONSULTING AGREEMENT (this "Agreement") is entered into as                
of the ____ day of April, 2001, by and between Mikim, Inc., (the                
"Company"), and FYI Corporation (the "Consultant").                             

Whereas, the Consultant has expertise and knowledge regarding                   
securities promotion and sales, media and public relations, financing           
sources and investor relations; and                                             

Whereas, the Company has need for the services of the Consultant.               

Agreement           
NOW, THEREFORE, for and in consideration of the mutual promises                 
and covenants hereinafter set forth, the benefits to the parties to be          
derived therefrom and other good and valuable consideration the receipt         
and adequacy of which is hereby acknowledged, it is agreed as follows:          
Services.  The Company hereby retains Consultant and Consultant hereby          
agrees to serve the Company as an independent consultant providing              
advice and services to the Company in connection with promotion of its          
company and stock at conventions, "road shows" and related events               
throughout the Unites States, strategic planning, developing capital            
markets, and assisting in public and media relationships; and other             
related business consulting.  Consultant agrees to provide such                 
services to the Company as the Company may from time to time reasonably         
request, including, without limitation, advice and services with                
respect to those matters as to which it has special competence by               
reason of its expertise.  Consultant shall make himself available               
during reasonable business hours to perform services requested by the           
Company that fall within the scope of this Agreement and Consultant's           
expertise. Additionally, Consultant shall provide quarterly reports at          
the Company's request to the Company outlining his activities on behalf         
of the Company for the prior quarter.  Consultant represents and                
warrants to the Company that Consultant's execution and performance of          
this Agreement will not violate the Securities Act of 1933 (as                  
amended), the Exchange Act of 1934 (as amended), SEC regulations, NASD          
regulations, Blue Sky laws, or any other securities laws and                    
regulations.                                                                    

Term.  This Agreement shall remain in full force and effect for two             
years from the date hereof. This Agreement may be renewed for                   
additional periods upon the mutual written consent of the parties.              
This Agreement may be terminated following the reorganization of Mikim          
with a private company with sales and operations.                               

Compensation.  The Company shall pay, and Consultant shall accept, a            
fee of one hundred thousand dollars ($100,000 USD) paid on the execution        
of this Agreement, in cash or in marketable securities having a market          
value as of the date of this Agreement of at least $100,000 USD.                

Independent Contractor.  Consultant is retained under the terms of this         
Agreement as an independent contractor and nothing herein shall be              
construed as creating an employer/employee relationship, partnership or         
joint venture between the parties.  Consultant shall be solely liable           
for the payment of any taxes imposed or arising out of the payment of           
the compensation to it by the Company as set forth in this Agreement            
including taxes imposed by Internal Revenue Code Sections 3508; 6153 and        
sections 1401 through 1403.  The Company agrees to the following rights         
of Consultant consistent with an independent contractor relationship:           

  1.  Consultant has the rights to perform services for others
during the term of this Agreement;                        
  2.  Consultant will furnish all equipment and materials used
to provide the services required by this Agreement;       
3.  Consultant has the right to hire assistants as        
subcontractors, or to use its employees to provide the    
services required by this Agreement, provided that the    
Company is not liable for resulting cost; and             
  4.  Neither Consultant nor its employees or agents shall  be
required to devote full time to performing the services   
required by this Agreement.                               

Authority to Act.   The Consultant shall not have the authority to act          
on behalf of the Company or to enter into agreements on behalf of the           
Company.                                                                        

Non-broker Activities.  The parties acknowledge that Consultant is not          
registered or licensed as a broker-dealer, and is acting as a                   
seller/finder in the intended transactions.  Consultant may not engage          
in any broker related activities, including the offering or selling of          
securities for or on behalf of the Company, or related activities which         
require broker-dealer registration.                                             

Nondisclosure of Information.  Consultant agrees that during the term of        
this Agreement, Consultant will not, nor will it allow its employees or         
agents to directly or indirectly, disclose to any person not authorized         
by the Company to receive or use such information, any of the Company's         
confidential or proprietary data, information, or techniques, or give to        
any person not authorized by the Company to receive it any information          
that is not generally known to anyone other than the Company or that is         
designated by the Company as "limited," "private," "confidential," or           
otherwise marked to indicate its confidential nature.                           

Assignment.   The Consultant may not assign the obligations set forth           
herein.                                                                         

Entire Agreement.  This Agreement is supersedes and supplants all prior         
agreements between the parties.  This Agreement is the only agreement or        
understanding between the parties hereto with respect to the advice and         
services to be provided by Consultant to the Company.  All negotiations,        
commitment, and understandings of both parties have been incorporated           
herein.  This Agreement cannot be modified except by a written document         
signed by both parties to this Agreement.                                       

Governing Law.  This Agreement shall be governed by and interpreted in          
accordance with the laws of the state of Utah and venue shall be in the         
State of Utah.                                                                  

Severability.  If, and to the extent that, any court of competent               
jurisdiction holds any provision of this Agreement to be invalid or             
unenforceable, such holding shall in no way affect the validity of the          
remainder of this Agreement.                                                    

Waiver.  No failure by any party to insist on the strict performance of         
any convenient, duty, agreement, or condition of this Agreement, or to          
exercise any right or remedy consequent on a breach thereof, shall              
constitute a waiver of any such breach or any other covenant, agreement,        
term, or condition.                                                             

                 Mikim, Inc.

                                 By_________________________
                                 , President

                     FYI Corporation

                                 By_________________________
                               Pete Falvo, President

[Proxy Form Appendix]             

KidsToysPlus.com, Inc.            
2924 Cliffe Avenue            
Courtenay, British Columbia, Canada             
V9N 2L7             

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS             

The undersigned hereby appoints __________________ and/or             
________________ as Proxies, each with the power to appoint his                 
substitute, and hereby authorizes each of them to represent and to              
vote, as designated below, all the shares of Common Stock of                    
KidsToysPlus.com, Inc. (the "Company") held of record by the                    
undersigned on ______________ 2001, at the Special Meeting of                   
Stockholders to be held on April 30, 2001, and at any adjournment or            
postponement thereof.                                                           

Proposal No. 1  To transfer all or substantially all of the Company's           
assets to Albert R. Timcke.                                                     

[ ]  For     [ ]   Against       [ ]   Abstain                                  

Proposal No. 2  The election of each of the following persons as                
directors of the Company; Justeene Blankenship and Christopher J. Nielsen       

(1)  Justeene Blankenship         (2)  Christopher J. Nielsen                   

[ ]    For  all nominees                                                        
[ ]    Withhold all nominees                                                    
[ ]    Withhold authority to vote for any individual nominee.                   
Write number(s) of nominee(s) ____                                

Proposal No. 3  Approve change of the Company's corporate name to               
"Mikim, Inc." by amending Articles of Incorporation                             

[ ]  For     [ ]   Against    [ ]   Abstain                                     

Proposal No. 4  To approve the Company's Consulting Agreement with              
FYI Corporation                                                                 

[ ]  For    [ ]   Against     [ ]   Abstain                                     

Proposal No. 5  Approval of all other matters by the persons named in           
the proxies in accordance with their Judgment                                   

[ ]  For    [ ]   Against     [ ]   Abstain                                     

Note The proxies are authorized to vote in accordance with their          
judgment on any matters other than those referred to herein that          
are properly presented for consideration and action at the                
Special Meeting.                                                          

This proxy, when properly executed, will be voted in the manner                 
directed herein by the undersigned stockholder.  If no direction is             
given, this proxy will be voted for Proposal No.'s 1, 2, 3, 4, and 5.           

All other proxies heretofore given by the undersigned to vote shares            
of stock of the Company, which the undersigned would be entitled to             
vote if personally present at the Special Meeting or any adjournment            
or postponement thereof, are hereby expressly revoked.                          

Dated:___________________, 2001                                                 

                          __________________________________
  Print Name

                          __________________________________
 Signature

                          __________________________________
                              Print Name (if second signer required)

                           ___________________________________
               Signature (if required)

Please print and sign exactly as name appears on stock certificate.             
When shares are held by joint tenants, both should sign.  When                  
signing as attorney, executor, administrator, trustee or guardian,              
please give full title as such.  If a corporation or partnership,               
please sign in full corporate or partnership name by an authorized              
officer or person.                                                              

Please mark, sign, date and promptly return the proxy card.  If your            
address is incorrectly shown, please print changes.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PREM14A’ Filing		Date		Other Filings
		4/5/10
		10/31/01		10QSB,  NT 10-Q
		4/30/01		10QSB,  NTN 10Q
		4/17/01
Filed as of:		4/11/01
Filed on:		4/10/01
		4/9/01
		4/7/01
		3/26/01
		1/31/01		10KSB,  NT 10-K
		11/1/00
		10/31/00		10QSB,  NT 10-Q
		9/21/00
		8/4/00
		6/15/00
		4/30/00		10QSB
		4/18/00
		4/7/00
		1/31/00		10KSB,  NT 10-K
		10/31/99		10QSB,  10QSB/A
		6/15/99
		5/1/99
		4/7/99
		4/6/99
		4/1/99
		3/9/99
		2/4/99
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