FORM 4

FORM 4

o Check this box if no longer
subject to Section 16. Form 4 or
Form  5 obligations may continue.
See Instruction 1(b).

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

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

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Expires: December 31, 2001
Estimated average burden

Hours per response..........0.5

(Print or Type Responses)

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

6. Relationship of Reporting Person(s) 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

4. Statement for

Month/Year

_________ Officer (give _______Other (specify

title below) below)

780 Third Avenue

Person (Voluntary)

July 2001

                                     

(Street)

New York, New York 10017

 

5. If Amendment,
Date of Original

(Month/Year)

7. Individual or Joint/Group Filing (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/

3. Trans-action
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of
Securities
Beneficially
Owned at
End of Month

6. Owner-ship
Form:
Direct
(D) or
Indirect

7. Nature of
Indirect
Beneficial
Owner-
ship

Day/

Year)

Code

V

Amount

(A) or
(D)

Price

(Instr. 3 and 4)

(I)

(Instr. 4)

(Instr. 4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)

* If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96)

FORM 4 (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
Deri-
vative
Security

3. Trans-
action
Date
(Month/
Day/
Year)

4. Trans-

action
Code

(Instr. 8)

5. Number of Deriv-

ative Securities Ac-

quired (A) or Dis-

posed 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

Security

(Instr. 5)

9. Numb-er
of Deriv-
ative
Secur-
ities
 Bene-
ficially

Owned
at End

10.Own-ership
Form
of De-
rivative
Security:
Direct
(D) or
Indirect

11. Nature
of
Indirect
Bene-
ficial
Owner
ship
(Instr. 4)

 

Code

 

V

 

(A)

 

(D)

Date

Exer-

cisable

Expira-

Tion

Date

Title

Amount or

Number of

Shares

of
Month
(Instr. 4)

(I)
(Instr. 4)

Common Stock Option

$.49

7/1/2001

A

--

  500

--

7/1/
2001

7/1/
2011

Common Stock

  500

$.49

4,000

D

--

55,000

I

By Akin Bay Company LLC (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.

         /s/ James B. Rybakoff                   8/10/2001       

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. **Signature of Reporting Person Date

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB Number.

Page 2

SEC 1474 (7-96)