U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF
                       1934 For the quarterly period ended
                                 March 31, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF
                       1934 For the transition period from
                                       ________ to ________


                                 Bad Toys, Inc.
             (Exact name of registrant as specified in its charter)


    Nevada                          0-29836                         33-0677545
--------------              ------------------------              -------------
   (state of                (Commission File Number)              (IRS Employer
incorporation)                                                     I.D. Number)


                              2344 Woodridge Avenue
                               Kingsport, TN 37664
                                  423-247-9560
     ---------------------------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---    ---

     As of March 31,  1999,  there  were  5,400,430  shares of the  Registrant's
Common Stock, par value $0.01 per share, outstanding.

     Transitional Small Business Disclosure Format (check one):  Yes     No  X
                                                                     ---    ---


<PAGE>



                         PART I - FINANCIAL INFORMATION



Item 1.           Financial Statements



                                                               2

<PAGE>


                                 Bad Toys, Inc.
                          (A Development Stage Company)
                                 Balance Sheets
                         March 31, 1999 & March 31, 1998
<TABLE>
<CAPTION>

                                                             3/31/99         3/31/98
                                                             -------         -------
<S>                                                        <C>             <C>
Assets
------
Cash & Cash Equivalents                                    $   4,405       $     596

Accounts Receivable                                            2,044               0

Inventory (Note B)                                           214,374          98,050

Prepaid Expenses                                              22,091          28,204
                                                             -------         -------

                                  Total Current Assets       242,914         126,850
                                                             -------         -------

Property, Plant & Equipment,
 net of accumulated depreciation (Note C)                     71,049          49,652

Organization Costs, net of accumulated amortization           24,398          39,512

Syndication Costs                                             14,400          13,300

Utility Deposits                                                 280             280
                                                             -------         -------

                                          Total Assets       353,041         229,594
                                                             =======         =======
Liabilities & Shareholders' Equity

Accounts Payable & Accrued Liabilities                        76,322          21,035

Current Portion of Long Term Debt                              8,093               0
                                                             -------         -------

                             Total Current Liabilities        84,415          21,035
                                                             -------         -------

Notes Payable - Long Term                                     24,525           7,500

Notes Payable - Shareholders (Note F)                        252,753         111,547
                                                             -------         -------

                                     Total Liabilities       361,693         140,082

Common Stock                                                  54,095          52,360

Additional Paid In Capital                                   303,287         164,840

Deficit Accumulated During the Development Stage            (366,034)       (127,688)
                                                             -------         -------

           Total Liabilities & Shareholders' Equity        $ 353,041       $ 229,594
                                                             =======         =======
</TABLE>

                        See notes to financial statements

                                       3
<PAGE>

                                 Bad Toys, Inc.
                          (A Development Stage Company)
                    Statements of Income & Retained Earnings
                           For the Three Months Ended
                         March 31, 1999 & March 31, 1998

<TABLE>
<CAPTION>

                                                             3/31/99         3/31/98
                                                             -------         -------
<S>                                                        <C>             <C>
Sales                                                      $   9,706       $   2,728

Cost of Sales                                                 20,032           3,258
                                                             -------         -------

                                          Gross Profit       (10,326)           (530)
                                                             -------         -------

General & Administrative Expenses                             55,613          13,007
                                                             -------         -------


Income (Loss) from operations before interest expense        (65,939)        (13,537)
                                                                             -------

Interest Expense                                               7,422           3,542
                                                             -------         -------

                                              Net Loss       (73,361)        (17,079)
                                                             -------         -------


Beginning Retained Earnings\(Accumulated Deficit)           (292,673)       (110,609)
                                                             -------         -------
Ending Retained Earnings\(Accumulated Deficit)              (366,034)       (127,688)
                                                             =======         =======
</TABLE>























                        See notes to financial statements

                                       4

<PAGE>
                                 Bad Toys, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                           For the Three Months Ended
                         March 31, 1999 & March 31, 1998

<TABLE>
<CAPTION>
                                                             3/31/99         3/31/98
                                                             -------         -------
<S>                                                        <C>             <C>
Cash flow from operating activities:
  Cash received from customers                             $   8,759       $   2,728
  Cash paid to suppliers and employees                       (67,978)        (32,650)
  Other operating disbursements                              (33,541)        (16,550)
  Depreciation & Amortization                                  7,166           5,758
                                                             -------         -------

 Net cash provided (used) by operating activities            (85,594)        (40,714)
                                                             -------         -------

Cash flows from investing activities:
  Cash payments for the purchase of property                       0               0
                                                             -------         -------

 Net cash provided (used) by investing activities                  0               0
                                                             -------         -------

Cash flow from financing activities:
  New borrowings
   Proceeds from equipment loans                                   0           7,500
  Debt reduction:
    Long-Term                                                 (2,469)              0
    Short-Term                                                  (366)              0
  Proceeds from additional paid in capital                    53,955               0
  Proceeds from shareholder debt                              36,577          33,334
  Proceeds from issuance of common stock                         545               0
                                                             -------         -------

 Net cash provided (used) by financing activities             88,242          40,834
                                                             -------         -------

Net increase (decrease) in cash & equivalents

Cash & Equivalents, beginning of period                        1,757             476
                                                             -------         -------

Cash & Equivalents, end of period                              4,405             596
                                                             =======         =======


Supplemental disclosures of cash flow information:

Cash paid during the year for:
  Interest expense                                             6,172           7,056

</TABLE>







                        See notes to financial statements

                                       5


<PAGE>

                                 Bad Toys, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                           For the Three Months Ended
                         March 31, 1999 & March 31, 1998
<TABLE>
<CAPTION>

                                                             3/31/99         3/31/98
                                                             -------         -------
<S>                                                        <C>               <C>
Reconciliation of net income to net cash
 provided by operating activities

  Net Income/(Loss)                                        $ (73,361)        (17,079)
                                                             -------         -------

  Adjustments  to  reconcile  net  income  to net  cash
  Provided  by  operating activities:
   Depreciation and amortization                               7,166           5,758
   (Increase) decrease in accounts receivable                   (947)              0
   (Increase) decrease in prepaid expense                      1,452           1,646
   (Increase) decrease in inventories                        (34,214)        (18,100)
   (Increase) decrease in fixed assets                        (4,513)        (24,330)
   Increase (decrease) in accounts payable                    12,881           1,800
   Increase (decrease) in accrued liabilities                  4,692           9,224
   Increase (decrease) in interest payable                     1,250             367
                                                             -------         -------

   Total adjustments                                         (12,233)        (23,635)
                                                             -------         -------

  Net cash provided (used) by investing activities           (85,594)        (40,714)
                                                              ======          ======
</TABLE>

























                        See notes to financial statements

                                       6


<PAGE>

                                 Bad Toys, Inc.
                          Notes to Financial Statements



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant  accounting policies of Bad Toys, Inc. (the Company)
is presented to assist in understanding the Company's financial statements.  The
financial  statements and notes are representations of the Company's  management
who is  responsible  for  their  integrity  and  objectivity.  These  accounting
policies  conform to  generally  accepted  accounting  principles  and have been
consistently applied in the preparation of the financial statements.

Nature of Operations
--------------------

The Company was organized and  incorporated on April 21, 1995 and began business
on April 1, 1998. The company  operates a custom  motorcycle  manufacturing  and
service  facility in Kingsport,  TN. The Company offers retail parts and product
sales as well as motorcycle service to its customers seven days a week. Although
principally  located in  Kingsport,  TN, the  Company's  customers  are  located
primarily throughout the United States.

Inventories
-----------

The  Company's  inventories  are  stated at the lower of  standard  cost  (which
approximates average cost) or market.

Property and Equipment
----------------------

Property and equipment are carried at cost. For financial  statement and federal
income tax purposes,  depreciation  is computed  using the modified  accelerated
cost recovery  system.  Expenditures  for major  renewals and  betterments  that
extend the useful lives of property and equipment are capitalized.  Expenditures
for maintenance and repairs are charged to expense as incurred.  Depreciation of
property and  equipment is provided  using rates based on the  following  useful
lives:


<TABLE>
<CAPTION>

                                                    Years
                                                    -----
<S>                                                <C>
                    Machinery and equipment         3 - 10
                    Furniture and fixtures          3 - 10
                    Leasehold Improvements         20 - 30
</TABLE>

Depreciation expense for the three months ended March 31, 1999 is $ 3,044.

Organization Costs
------------------

Costs of organizing the Company are recorded as organization costs and amortized
over five years on a straight-line basis.

Concentrations of Credit Risk
-----------------------------

The  Company is  engaged in the  manufacture  and  service of highly  customized
motorcycles.  The sales revenues are primarily derived from an area encompassing
a two hundred mile radius of Kingsport,  Tennessee.  The Company performs credit
evaluations of customers in the rare case where credit is granted, and generally
requires no collateral from its customers.



                                       7
<PAGE>

                                 Bad Toys, Inc.
                          Notes to Financial Statements

NOTE B - INVENTORIES

Inventories consisted of the following:
<TABLE>
<CAPTION>

                                             Mar. 31, 1999     Mar. 31, 1998
                                             -------------     -------------
<S>                                             <C>               <C>
                 Work in Process                $  90,488         $  64,645
                 Finished goods                   123,886            33,405
                                                  -------            ------

                                                $ 214,374         $  98,050
                                                  =======            ======
</TABLE>

Inventories are stated at the lower of standard cost (which approximates average
cost) or market.  The Company's  current inventory levels are an accumulation of
motorcycle parts surrounding the production models.  Inventory  obsolescence and
pilferage is adjusted to cost of sales in the period  incurred.  Work in process
consists of partially manufactured  motorcycle models. Finished goods consist of
completed  motorcycle  models and  saleable  motorcycle  parts,  suitable  for a
variety of  Harley-Davidson-type  motorcycles.  Parts within  finished goods are
either  directly  saleable  to the  public or used in the  manufacturing  of the
Company's production units.


NOTE C - PROPERTY AND EQUIPMENT

Property and equipment are summarized by major classifications as follows:
<TABLE>
<CAPTION>


                                             Mar. 31, 1999     Mar. 31, 1998
                                             -------------     -------------
<S>                                             <C>               <C>
                 Vehicles                       $  20,328         $   7,500
                 Equipment                         13,101             2,183
                 Furniture and Fixtures             2,163             1,509
                 Leasehold Improvements            45,045            40,096
                                                   ------            ------
                                                   80,637            51,288
                 Less accumulated depreciation     (9,588)           (1,636)
                                                   ------            ------
                                                $  71,049         $  49,652
                                                   ======            ======
</TABLE>

NOTE D - LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>
<CAPTION>

                                             Mar. 31, 1999     Mar. 31, 1998
                                             -------------     -------------
<S>                                             <C>               <C>
         Bank note payable $629.04 per
         Month plus interest accrued at
         9.75%, secured by vehicle.             $   3,071         $       -

         Bank note payable $285.60 per
         Month plus Interest accrued at
         9.5%, secured by vehicle.                  4,774             7,500

         Notes  payable to  individuals,
         Corporations, and limited liability
         Companies, with interest at
         10-10.5%, due at renewal cycle, or
         At payoff dates ranging from 6-18
         Months, secured by Equity securities.     24,525                 -

         Notes payable to stockholders due
         Sept. 30, 2000 with interest at
         10.5%, unsecured.                        253,001           111,547
                                                  -------           -------
                                                  285,371           119,047
         Less current portion                      (8,093)         (   -   )
                                                  -------           -------

         Long-term Debt                         $ 277,278         $ 119,047
                                                  =======           =======
</TABLE>

                                       8
<PAGE>

                                 Bad Toys, Inc.
                          Notes to Financial Statements

NOTE D - LONG-TERM DEBT (continued)

Maturities of long-term debt are as follows:
<TABLE>
<CAPTION>

                                     Year Ending
                                     December 31,                   Amount
                                     ------------                   ------
<S>                                                               <C>
                                         1999                     $ 63,114
                                         2000                      161,839
                                                                   -------
                                                                  $224,953
                                                                   =======
</TABLE>

NOTE E - INCOME TAXES

Operating Loss Carryforwards

The Company has loss  carryforwards  totaling  $144,154 as of the tax year ended
December 31, 1998 that may be offset against future taxable income. If not used,
the carryforwards will expire as follows:
<TABLE>
<CAPTION>

                                                                 Operating
                                                                   Losses
                                                                 ---------
<S>                                                              <C>
                                    Year 11                      $     849
                                    Year 12                         15,001
                                    Year 13                         43,093
                                    Year 14                         85,211
                                                                   -------
                                                                 $ 144,154
                                                                   =======
</TABLE>

NOTE F - RELATED PARTY TRANSACTIONS

The following transactions occurred between the Company and affiliated entities:

1.  Notes  payable to  related  parties  as March 31,  1999 and March 31,  1998,
    consisted of the following:


                                             Mar. 31, 1999     Mar. 31, 1998
                                             -------------     -------------
         Notes payable to Larry & Susan
         Lunan due Sept. 30, 2000 with
         interest at 10.5%.                    $  159,367         $ 101,547

         Notes payable to Barrick Properties,
         LLC, with interest at 10-10.5%,
         with annual renewal options.              24,579            10,000
                                                   ------            ------

                                                $ 183,946         $ 111,547
                                                  =======           =======

Interest  expense  related to these notes for the three  months  ended March 31,
1999 and March 31, 1998, were $ 5,942 and $7,056, respectively.

2. The Company leases its facilities from a minority stockholder as described in
Note G below.

                                       9

<PAGE>

                                 Bad Toys, Inc.
                          Notes to Financial Statements

NOTE G - LEASING ARRANGEMENTS

The Company  conducts its  operations  from  facilities  that are leased under a
five-year noncancelable operating lease expiring in September, 2002. There is no
option to renew the lease.  The lessor of the facility is a  stockholder  of the
Company. Lessor has received shares of stock as prepaid rent for the term of the
lease. Monthly rent is $1,420,  which includes  monthly-prepaid rent expensed of
$520.

The following is a schedule of future minimum rental payments required under the
above operating lease (excluding prepaid rent expensed) as of March 31, 1999:


<TABLE>
<CAPTION>

                                    Year Ending
                                       Dec. 31,                    Amount
                                    -----------                    ------
<S>                                                             <C>
                                         1999                   $   8,100
                                         2000                      10,800
                                         2001                      10,800
                                         2002                       8,100
                                                                   ------
                                                                $  37,800
                                                                   ======
</TABLE>

Rental expense for the three months ended March 31, 1999 and March 31, 1998 were
$ 5,010 and $ 5,010, respectively.

NOTE H - OPERATING AND CASH FLOW DEFICITS

The Company has experienced  significant  adversity during the development stage
of its existence. As a result, the Company has a cumulative operating deficit of
$362,990,  and current  receivables,  including the current portion of long term
debt,  exceeds  cash and  current  receivables  by  $77,966  at March 31,  1999.
Management is  anticipating a large capital inflow from a planned initial public
offering  scheduled for June 1999. While the proposed capital  injection as well
as  potential  conversions  of long term debt to common  stock,  do  project  to
improve the Company's working capital  position,  there can be no assurance that
the Company will be successful in accomplishing its objectives.





                                       10


<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and the accompanying notes thereto and is qualified in
its  entirety  by the  foregoing  and by  more  detailed  financial  information
appearing elsewhere. See "Item 1. Financial Statements."

     Sales
     -----

     We had sales of  $9,706  in the first  quarter  of  fiscal  year  1999,  as
compared  with  sales  of  $2,728  in the  first  quarter  of  1998.  All  sales
represented sales of spare parts and repairs to motorcycles of other persons. No
sales have been made yet of the Company's custom-made motorcycles.

     During  the  first  quarter  of  1999  we  completed  work  on our  Phoenix
motorcycle  and showed it to  motorcycle  enthusiasts  at a  motorcycle  show in
Laughlin,  Nevada. We have three Phoenix motorcycles for sale and four frames in
inventory  on  which  custom  models  can  be  built.   Additional   capital  of
approximately  $50,000  will be  needed to  complete  these  seven  custom-built
motorcycles.  We propose to finance  such  additional  costs  through  front-end
partial  payments by  customers  and through  bank loans,  secured by  contracts
receivable and, if necessary,  additional loans to the Company by the Lunans and
by Barrick Properties,  LLC, who are shareholders and have previously made loans
to the Company.

     General and Administrative Expenses
     -----------------------------------

     General and  administrative  expenses  increased  from $13,007 in the first
quarter of 1998 to $55,613 in the first quarter of 1999. This increase  reflects
the addition of two  employees in 1998,  the opening in 1998 of our supplies and
parts retail  outlet at our facility in  Kingsport,  Tennessee,  and the cost of
showing our Phoenix  motorcycle at a motorcycle show in Laughlin,  Nevada during
the first quarter of 1999.

     Net Loss
     --------

     Our net loss for the first quarter of 1999 was $73,361,  an increase from a
net loss of $17,079 in the first quarter of 1998. We will continue to experience
losses until our Kingsport,  Tennessee  facility  begins to cash flow. We expect
this to occur this month - June 1999.

     Plans for the Rest of 1999; Liquidity; Sources of Liquidity
     -----------------------------------------------------------

     We plan to expand our  operations  in  Kingsport,  Tennessee  and to open a
second  facility  from which to conduct our  business in  Phoenix,  Arizona.  To
execute this plan of expansion  we will require  additional  capital of at least
$250,000 but, preferably,  as much as $500,000.  We have not identified a source
of this  capital  but  propose to conduct  additional  private  placements  with
friends and, if feasible, a public offering later in the year.


                                       11

<PAGE>



     The lessor of our Kingsport  facility has agreed to add an additional 3,000
square feet to the facility  during 1999.  The lessor will bear all the costs of
this  expansion but will charge  additional  rent once the expanded  space is in
use.

     A shareholder, David Barrick of Phoenix, Arizona (Barrick Properties, LLC),
has advanced funds to the Company for working  capital and offers to continue to
advance working capital funds, as needed, during 1999.

     As for our expansion  plans, we first plan,  subject to the availability of
capital, to add approximately  $50,000 in inventory to the present approximately
$140,000  in  inventory  we have in our  Kingsport  facility in order to offer a
complete  line of  equipment,  helmets  and  soft  goods.  We  plan  next to add
approximately $30,000 in plant equipment (benches,  lifts, a milling machine and
a drill press) in order to eliminate the present practice of subcontracting  all
our machine work.

     We then plan to open a second facility in Phoenix,  Arizona, subject to the
availability  of additional  capital.  We plan for the facility  $50,000 in shop
equipment and, depending upon available capital, between $50,000 and $300,000 in
inventory.

     We believe  that the planned  Phoenix  facility,  if built,  will cash flow
positively within 90 days after opening for business.

     Should all the above plans be realized,  we would add approximately fifteen
employees to our payroll.

     Going Concern Issue
     -------------------

     Until we are able to raise capital for expansion, we will continue business
in our single facility in Tennessee.  Should our present Tennessee  facility not
commence to cash flow  positively,  the Company will remain dependent upon loans
to be provided by Barrick Properties,  LLC or Barrick  Properties,  Inc. and the
Lunans.  The  independent  auditor has identified a substantial  doubt about our
ability to continue as a going concern.  A failure to achieve positive cash flow
by the end of 1999 could be fatal to the Company.  We have no  expectation  that
Barrick  Properties  will continue to provide working capital past 1999, and the
ability  of  the  Lunans  to  provide   additional  capital  -  other  than  the
contribution of their personal services - is quite limited.


Item 6.   Exhibits and Reports on Form 8-K

(a)      Exhibits

         Exhibit 27  Financial Data Schedule

(b)      Forms 8-K

         None


                                       12

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Exchange Act of 1934,  the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
hereunto duly authorized.

Date:  June 3, 1999                            Bad Toys, Inc.



                                               By/s/Larry N. Lunan
                                                 -----------------------------
                                                 Larry N. Lunan, President and
                                                 Chief Financial Officer

                                       13