Pass out 3 toothpicks, 20-30 fruit loops, 3 gumdrops(more if your going past the hundreds place), paper divided into 3 columns labled ones, tens, and hundreds. These supplies should be distributed for EACH student.
Have the students put one tooth pick into each gumdrop. Put one gumdrop/toothpick on each section of their paper. This will act as your base. Put a number on the board or overhead.ie. 352. Have the students put 3 loops on the toothpick in the hundreds place. Continue the same with the tens and ones place. Discuss how the loops represent the different place values. Show the students that they are capable of making any number this way. Allow the students to choose the numbers for the class to try. they may also do this independently . Make sure that they correctly write the number when they make the model. Take them through how they can eventually do this without using the fruit loops.