FORM 5

FORM 5

¨ Check this box if no longer subject to

Section 16. Form 4 or Form 5 obli-

gations may continue. See Instruc

tion 1(b).

¨ Form 3 Holdings Reported

ý Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL

_________________________________________________

OMB Number: 3235-0362

Expires:

Estimated average burden

hours per response . . . . .1.0

 

1. Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person to Issuer

Rybakoff James B.

Grand Toys International, Inc. ("GRIN")

(Check all applicable)       X         Director _______10% Owner

(Last) (First) (Middle)

3. IRS or Social Security
Number of Reporting
Person (Voluntary)

4. Statement for

Month/Year

Officer (give _______Other (specify

title below below)

780 Third Avenue

December 2001

(Street)

New York, New York 10017

5. If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Reporting
 (check applicable line)
__X Form Filed by One Reporting Person
____ Form Filed by More than One Reporting Person

(City) (State) (Zip)

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

(Instr. 3)

2. Trans-
action
Date

(Month/

Day/

Year)

3. Trans-
action
Code
(Instr. 8)

4. Securities Acquired (A) or

Disposed of (D)

(Instr. 3, 4 and 5)

5. Amount of

Securities Bene-

ficially Owned

at End of

Issuer's

Fiscal Year

(Instr. 3 and 4)

6.Owner-

ship

Form:

Direct

(D) or

Indirect

(I)

7. Nature of

Indirect

Beneficial

Ownership

(Instr. 4)

Amount

(A) or
(D)

Price

(Instr.4)

*If the form is filed by more than one reporting person, see instruction 4(b)(v). (Over) (Print or type responses) SEC 2270 (7/96)

FORM 5 (continued) Table II Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-

sion or

Exercise

Price of

Deriv-

ative

Security

3. Trans-

action

Date

(Month/

Day/

Year)

4. Trans-

action

Code

(Instr. 8)

5. Number of Deriv-

ative Securities Ac-

quired (A) or

Disposed of

(D)

(Instr. 3, 4 and 5)

6. Date Exer-

cisable and

Expiration

Date

(Month/Day/

Year)

7. Title and Amount of Underlying Securities

(Instr. 3 and 4)

8.Price

of

Deriv-

ative

Secur-

ity

(Instr. 5)

9. Number

of Deriv-

ative

Secur-

ities

Bene-

ficially

Owned

at End

10.Owner

ship

Form

of De-

rivative

Secu-

rity:

Direct

(D) or

11. Na-ture

of In-

direct

Bene-

ficial

Own-

ership

(Instr. 4)

(A)

(D)

Date

Exer-cisable

Expira-tion

Date

Title

Amount or

Number ofShares

of Month (Instr. 4)

Indi- rect (I) (Instr. 4)

Common Stock Option

$0.3438

1/1/01

A

500

--

1/1/01

1/1/11

Common Stock

500

$0.3438

3,000


D

Common Stock Option

$1.124

4/1/01

A

500

--

4/1/01

4/1/11

Common

Stock

500

$1.124

3,500

D

 

Common Stock Option

$1.00

10/1/01

A

125

--

10/1/01

10/1/11

Common

Stock

125

$ 1.00

3,625

D

 

By Akin Bay Co. (1)

Explanation of Responses:

(1) Warrants to purchase 55,000 shares of common stock are owned of record by Akin Bay Company LLC, of which Mr. Rybakoff is a controlling member.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). **Signature of Reporting Person Date

Note: File three copies of this Form, one of which must be manually signed.

If space provided is insufficient, see Instruction 6 for procedure.

Page 2

SEC 2270 (7/96)