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



FORM 10-QSB





|Quarterly Report Under Section 13 or 15(d)
of the Securities and Exchange Act of 1934                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|For the Quarter Ending June 30, 2006                                                                                                                                                                                                                                                                                                                                            
|Commission File No. 000-28684                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                
|BoysToys.com, Inc.(Exact name of Registrant as specified in its Charter)                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                
|Incorporated under the Lawsof the State of Delaware(State or other jurisdiction of 
incorporation or organization)                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                
|5782 Caminito Empresa, La Jolla, California 92037(Address of principal executive office)                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                
|(619) 895-6900(Registrant's telephone number, including area code)                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                
|(Former name, former address, and former fiscal year,
if changed since last report)                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                
|Common Stock Outstanding at June 30, 2006:
8,172,139 Shares at $0.001 Par Value.                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|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 12 months (or for such shorter period that the Registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days.     Yes _X_     No ___
|                                                                                                                                                                                                                                                                                                                                                                                
|ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                
|Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     Yes _X_     No ___                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                
|APPLICABLE ONLY TO CORPORATE ISSUERS                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                
|State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.  Number of Common Shares outstanding as of June 30, 2006:  8,172,139.                                                                                                                                                                               





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BoysToys.com, Inc.

TABLE OF CONTENTS





|          |                       |                                                                                       | PageNumber
|--------- | --------------------- | ------------------------------------------------------------------------------------- | ----------
|PART I -  | FINANCIAL INFORMATION |                                                                                      
|          |                       |                                                                                       |           
|          | Item 1.               | Financial Statements                                                                  |           
|          |                       | Report of Independent Registered Public Accounting Firm                               | 4         
|          |                       | Consolidated Statement of Net Assets in Liquidation                                   | 5         
|          |                       | Consolidated Statement of  Changes in Net Assets in Liquidation                       | 6         
|          |                       | Notes to Consolidated Financial Statements (unaudited)                                | 7         
|          |                       |                                                                                       |           
|          | Item 2.               | Management's Discussion and Analysis of Financial Condition
and Results of Operations | 11        
|          |                       |                                                                                       |           
|          | Item 2A.              | Factors That May Affect Future Results                                                | 14        
|          |                       |                                                                                       |           
|          | Item 3.               | Controls and Procedures                                                               | 17        
|          |                       |                                                                                       |           
|          |                       |                                                                                       |           
|PART II - | OTHER INFORMATION     |                                                                                      
|          |                       |                                                                                       |           
|          | Item 1.               | Legal Proceedings                                                                     | 18        
|          |                       |                                                                                       |           
|          | Item 2.               | Changes in Securities                                                                 | 18        
|          |                       |                                                                                       |           
|          | Item 3.               | Defaults Upon Senior Securities                                                       | 18        
|          |                       |                                                                                       |           
|          | Item 4.               | Submission of Matters to a Vote of Security Holders                                   | 18        
|          |                       |                                                                                       |           
|          | Item 5.               | Other Information                                                                     | 18        
|          |                       |                                                                                       |           
|          | Item 6.               | Exhibits and Reports on Form 8-K                                                      | 18        



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PART I - FINANCIAL INFORMATION





PART I



THE COMPANY IS IN BANKRUPTCY AND THERE IS LITTLE BASIS TO BELIEVE THAT IT WILL CONTINUE AS A VIABLE BUSINESS ENTITY. THIS FORM 10-QSB CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.  MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE AND EXTERNAL TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS.  NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED.  ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-KSB, INCLUDING, BUT NOT LIMITED TO "THE FACTORS THAT MAY AFFECT FUTURE RESULTS" SHOWN AS ITEM 1A AND IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHERS, LEGAL AND BUSINESS CHANGES THAT MAY LIMIT THE COMPANY  OR ADVERSELY IMPACT THE ABILITY OF THE COMPANY TO REMAIN A VIABLE CORPORATION AND THE LACK OF ANY FULL-TIME MANAGEMENT.  ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS.  WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-QSB OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.



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|Item 1. | Financial Statements
|------- | --------------------



Chang G. Park, CPA, Ph. D.t
 371 E STREET t
 CHULA VISTA t
 CALIFORNIA 91910-2615t
t
 TELEPHONE (858)722-5953 t
 FAX (858) 408-2695  t
 FAX (619) 422-1465t
 E-MAIL





Report of Independent Registered Public Accounting Firm

To the Board of Directors of
BoysToys.com, Inc.



We have reviewed the accompanying consolidated statement of net assets in liquidation of BoysToys.com, Inc as of June 30, 2006, and the related statement of changes in net assets in liquidation for the six-months ended June 30, 2006.  These interim financial statements are the representation of the Company's management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



As described in Note 2 to financial statements, as a result of the bankruptcy the Company adopted liquidation of basis of accounting effective January 1, 2005. As a result, the Company has changed its basis of accounting for periods subsequent to January 1, 2005, from going concern basis to a liquidation basis.



Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with U.S. generally accepted accounting principles applied on the bases described in the preceding.

As discussed in Note 5 to the financial statements, the company paid the expenses amounting to $87,875 as  trustee related fees and distributed the remaining assets, $482,650 to debtors. As a result, the Company has no assets as of June 30, 2006.









---

August 8, 2006
Chula Vista, CA 91910-2615





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|BOYSTOYS.COM. INC. AND SUBSIDIARIES                
|---------------------------------------------------
|Consolidated Statement of Net Assets in Liquidation
|                                                   
|                                                   
|                                                   
|                                                   
|ESTIMATED VALUES OF ASSETS OF THE COMPANY          
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|ESTIMATED LIABILITIES OF THE COMPANY               
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|ESTIMATED FUTURE ADMINISTRATIVE COSTS              
|                                                   
|                                                   
|                                                   
|NET ASSETS IN LIQUIDATION                          
|                                                   
|                                                   
|                                                   

See Notes To Consolidated Financial Statements.



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|BOYSTOYS.COM. INC. AND SUBSIDIARIES                           
|--------------------------------------------------------------
|Consolidated Statement of Changes in Net Assets in Liquidation
|                                                              
|                                                              
|                                                              
|                                                              
|Accumulated deficit January 1, 2005                           
|                                                              
|Adjust assets and liabilities to estimated fair value         
|                                                              
|                                                              
|                                                              
|Estimated net assets in liquidation, beginning                
|                                                              
|Net loss from operations during liquidation                   
|                                                              
|Change in estimate of:                                        
|Future administrative costs during liquidation period         
|                                                              
|                                                              
|                                                              
|Net Assets in Liquidation                                     
|                                                              
|                                                              
|                                                              
|                                                              

See Notes To Consolidated Financial Statements.



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BOYSTOYS.COM, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF JUNE 30, 2006



NOTE 1 - ORGANIZATION AND BUSINESS

BoysToys.com., Inc. (formerly Alternative Entertainment, Inc.) was incorporated in the state of Delaware on April 21, 1997, under the name Wagg Corp. ("Wagg").  BoyToys.com, Inc. engaged in the business of developing, owning and operating nightclubs providing exotic dance entertainment combined with a full service restaurant, lounge, and business meeting facilities.



On December 6, 1993 Alternative Entertainment, Inc. a Nevada corporation ("AEI Nevada") was formed.  On September 11, 1999, a wholly owned subsidiary was formed, RMA of San Francisco, Inc., a California Corporation.



On January 15, 1998, Wagg acquired 80% of the outstanding common stock of AEI Nevada.  On January 25, 1998, the shareholders of AEI Nevada voted to execute a one-for-three reverse split of its common stock.  On January 26, 1998, the shareholders of Wagg voted to execute a one-for-two reverse split of its common stock.  Number of shares and per share amounts have been restated as though the transaction occurred on December 6, 1993 (Inception).



Following these actions and on January 28, 1998, the AEI Nevada Board of Directors voted to approve a plan and agreement of reorganization between Wagg and AEI Nevada.  Under the terms of the reorganization, each share of AEI Nevada common stock was exchanged for one share of Wagg common stock owed by AEI Nevada, and all of the assets of AEI Nevada were transferred to Wagg.  This resulted in AEI Nevada becoming a wholly-owned subsidiary of Wagg.  In conjunction with these actions, the shareholders of Wagg approved an amendment of Wagg's Certificate of Incorporation to change its name to Alternative Entertainment, Inc., a Delaware Corporation ("AEI").  The reorganization has been accounted for as a reverse acquisition with a public shell.  Accordingly, the accompanying consolidated financial statements have been presented as if AEI Nevada had always been a part of Wagg.

During 1998 Wagg changed its name to AEI.  On December 29, 1998, AEI changed its name to BoysToys.com, Inc. (the "Company").



Activity for all periods prior to 2000 consisted primarily of efforts devoted to identifying suitable properties for acquisition, performing administrative functions, and the initial construction of the Company's first establishment located in San Francisco, California.  In January 2000 operations commenced at this location in San Francisco, with RMA of San Francisco as the operating entity.



On May 8, 2001 the Company filed a petition for relief under Chapter 11 of the United States Bankruptcy Code.  The filing was in response to an unexpected attempt by the landlord to terminate the Company's long-term lease for the club in San Francisco.  In the third quarter the United States Bankruptcy Court transferred operations away from the Company (September 12, 2002).  On October 6, 2002 the United States Bankruptcy court entered an order for Chapter 7 dissolution (See Note 7).





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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF JUNE 30, 2006



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

LIQUIDATION BASIS OF ACCOUNTING

As a result of the bankruptcy the Company adopted liquidation of basis of accounting effective January 1, 2005.  This basis of accounting is considered appropriate when, among other things, liquidation of a company is probable and the net realizable value of assets are reasonably determinable.  Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are stated at their estimated settled amounts.  The conversion from the going concern to liquidation basis of accounting has required management to make significant estimates and judgments.



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the net realizability of assets and estimated costs to be incurred during the liquidation period and disclosure of contingent assets and liabilities at the date of the financial statements.



Estimated Values of Assets of the Company



The estimated assets of Boystoys.com, Inc. that are set forth in the June 30, 2006 "Consolidated Statements of Net Assets in Liquidation" have been presented on the following basis:



1. Cash and cash equivalents are stated at fair value.  Generally, cash balances held in financial institutions may be in excess of federally insured amounts.



Estimated Liabilities of the Company



The estimated liabilities of Boystoys.com, Inc. that are set forth in the June 30, 2006 "Consolidated Statements of Net Assets in Liquidation" have been presented on the following basis:



1. Notes payable represent non-interest bearing amounts owed and are recorded at their estimated settlement amount.



Principles of Consolidation



The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, RMA of San Francisco, Inc. and AEI Nevada.  All significant inter-company transactions and balances have been eliminated.



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 net realizability of assets and estimated costs to be incurred during liquidation and disclosure of contingent assets and liabilities at June 30, 2006.  Actual results could differ from those estimates.



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF JUNE 30, 2006



NOTE 3 - INCOME TAXES



Deferred income taxes reflect the next tax effects of temporary differences between the carrying amount of assets and liabilities for reporting and the amounts used for income tax purposes.  The tax effects of items comprising the Company's net deferred tax assets are as follows:





|                                  | For the Six-Month Ended 
June 30, 2006
|--------------------------------- | --------------------------------------
|                                 
|                                  |                                       
|Deferred tax assets:              |                                       
|                                  |                                       
|Net operating loss carry-forwards | $                                     
|Other                             |                                       
|                                  |                                       
|Gross deferred tax assets         |                                       
|Valuation allowance               |                                       
|                                  |                                       
|Net deferred tax assets           | $                                     
|                                  |                                       
|                                  |                                       
|                                  |                                       



As of June 30, 2006, the Company has net operating loss carry-forwards for both federal and state income tax purposes of approximately $6,300,000, which expire through 2024.  Under federal and state laws, the availability of the Company's net operating loss carry-forward may be limited if a cumulative change in ownership of more than 50% occurs within any three year period.



NOTE 4 - BANKRUPTCY

On May 8, 2001 the Company filed a petition for relief under Chapter 11 of the United States Bankruptcy Code.  The filing was in response to an unexpected attempt by the landlord to terminate the Company's long-term lease for the club in San Francisco.  The Company had planned to emerge from these proceedings with a workable reorganization plan to repay its major creditors, including the landlord.  The Company was current in its monthly rent obligations, but the landlord is also a short-term creditor with whom the Company was trying to negotiate new payment terms. On September 21, 2001 the Company's subsidiary (RMA of San Francisco, Inc.) also filed a petition for relief under Chapter 11 of the United States Bankruptcy Code, and subsequently the cases were consolidated.  The Company submitted reorganization plans to the Court for approval, but the plans were rejected. The Bankruptcy Court ordered the transfer of operations as of September 13, 2002, and then subsequently entered an order for liquidation on October 6, 2002.



The assets were transferred to a third party for approximately $1,450,000.  As part of this transaction three of the Company's creditors, with claims totaling approximately $1,350,000, agreed to waive immediate payment of their claim and made payment arrangements with the buyer.  A portion of the remaining funds was used to satisfy Trustee fees, Court fees, payroll taxes, and administrative fees incurred during bankruptcy.  The remaining funds will be used to satisfy all other claims on an equal basis including notes payable and trade accounts payable.  The extent to which these claims will or will not be satisfied is not being determinable at this time.  It is possible that these claims will not completely satisfy through this process and that the Company will have some remaining liabilities.

This has, in all practical terms, dissolved RMA of San Francisco and left the Company without an operating business.  The Company has begun a search for other ventures.



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF JUNE 30, 2006



NOTE 5 - DISTRIBUTION OF ASSETS

During the quarter ended June 30, 2006, the company paid the expenses amounting to $ 87,875 as trustee, court and administrative fees and the remaining assets amounting to $482,650 were distributed to debtors in complete liquidation. As a result, the Company has no assets as of June 30, 2006.

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



This report has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information normally included in annual reports has been condensed or omitted pursuant to such rules and regulations.  This report should be read in conjunction with the Company's latest Annual Report on Form 10-K for the year ended December 31, 2004, a copy of which may be obtained by writing BoysToys.com, Inc., 5782 Caminito Empresa, La Jolla, California 92037.



This Form 10-QSB is being filed in accordance with the requirements imposed on the Company under the Securities Exchange Act of 1934.  It is also being filed out of loyalty to the stockholders, vendors, suppliers, and others who supported the Company in past years.



There can be no guarantee that the Company will continue to file this and other similar reports in the future or that the Company remain in existence as a corporate entity since the Company has no assets or financial resources.



Background

























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Results of Operations



Second Quarter 2006 vs. Second Quarter 2005



















First Six Months of 2006 vs. First Six Months of 2005





















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Liquidity and Capital Resources

























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|Item 2a. | Factors that May Affect Future Results
|-------- | --------------------------------------







1.Order of Bankruptcy Court - Dissolution & Liquidation of Company.  On October 6, 2002, the United States Bankruptcy Court for the Northern District of California ordered the dissolution and liquidation of the Company and its assets.  This followed a prior order of the Court on September 12, 2002, wherein all of the Company's assets and operations were ordered transferred.  All of the Cash shown on the Company's balance sheet is to be used to pay administrative claims, priority claims, and other allowed claims pursuant to the order of the Court.  In addition, the Company may continue to pay obligations to creditors.  The amount of any such remaining obligations can not be determined but the amounts may be very substantial and well beyond the Company's ability to pay or reduce any said obligations. All of the Cash shown on the Company's Balance Sheet as of June 30, 2006 is restricted and it will not be available to the Company for any purpose except in accordance with the requirements and orders of the Court.  Thus, all of the Cash shown on the Balance Sheet will not be available for use by the Company to grow or acquire any interest in any other business.



2.  Absence of Assets, Business, Operations & Extraordinary Uncertainties.  All of the Company's assets, business, and operations were transferred and taken from the Company on September 12, 2002 by action of the United States Bankruptcy Court. Currently, the Company's management.  While The Company may later search for other ventures, the ability of the Company to undertake any such venture will likely be severely limited and there can be no assurance that the Company will ever acquire any other business venture or if such a venture is acquired, that any such venture can be acquired on any reasonable terms in light of the Company's current financial circumstances.



3.  Current Financial Structure, Limited Equity, No Working Capital, No Revenues, & Need for Additional Financing.  Currently, the Company has no significant assets, business or operations.  The Company is a mere "public shell" and is relying upon loans and advances from Mr. Amato, a corporate officer to pay the costs of maintaining the Company's corporate existence. The Company has no revenues. The continuing payment of these costs can not be assured. In the event that the Company were to enter into or acquire another business or venture, the Company would likely require significant new financing.  In that event, the Company's current stockholders would likely incur significant and immediate dilution with the result that the Company's current stockholders would then hold a small and insignificant fraction of the Company's then outstanding common stock.  As a result, the Company's current stockholders would lose significant control as well as further losses on their investment.  There can be no assurance that the Company will ever receiving any additional financing and the Company has not received any commitments or assurances from any underwriter, investment banker, venture capital fund, or other individual or institutional investor.  There can be no assurance that the Company will obtain any new financing or, if it is successful, that it can be obtained on reasonable terms in light of the Company's current circumstances.





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4.  Continuing Significant Uncertainties & Bankruptcy.  The Company will remain subject to the review and oversight of the U.S. Bankruptcy Court (the "Court"). On this basis, the Company will be subject to continuing uncertainties and there can be no assurance the Company will emerge from bankruptcy or that the Company may not have substantial and significant financial problems.



5.  Subordinate to Existing and Future Debt & Authorized But Unissued Preferred Stock.  All of the Company's Common Stock is subordinate to the claims of the Company's existing and future creditors and any future holders of the Company's preferred stock.  The Company is authorized to issue up to 8,000,000 shares of the Company's preferred stock and currently the Company has not issued any preferred stock.



6.  Limited Public Market.  There is a limited trading market for the Company's Common Shares, and there is no guarantee that a continuous liquid trading market will subsequently develop.  There can be no assurance that the Common Shares will ever gain any liquid trading volumes in any other market or gain listing on any stock exchange.  Further, the Company's Common Stock is a "Penny Stock" and as such, the ability of the Company to gain a liquid trading market for it will be inhibited by various regulations and there can be no assurance that any liquid trading market for the Company's Common Stock will ever develop or, if it does develop, that it can be maintained.  The Company became a reporting company on January 23, 2000.



7.Control by Officers and Directors.  The Company's two officers, neither of whom provide any full-time management services to the Company, are able to control and influence the Company's affairs.



8.  Dependence Upon Ralph M. Amato & Limited Management Time to Company Matters.  The Company believes its success will depend, to a significant extent, on the limited and sporadic efforts and time that may be provided by Ralph M. Amato, the Company's President.  Since the Company has no other management that can give any time to the Company's affairs, the loss of the services of Mr. Amato could have a material and continuing adverse effect on the Company. The Company has no key man life insurance on his life and does not intend to purchase any such insurance.  Further, the Company has no significant financial resources to employ Mr. Amato and there is no present prospect that the Company will obtain financial resources in the near future which would provide the financial resources needed to allow the Company to employ Mr. Amato or any other person on a full-time basis. As result, Mr. Amato is not able to devote his time and energy to the Company or its affairs on a full time or on a part-time basis.  Any attention that Mr. Amato may be able to give to the Company will be on a limited and sporadic basis and there can be no assurance that this will be sufficient for the Company's purposes.



9.  Potential Dilution.  Any actions that may be taken by the U.S. Bankruptcy Court or any actions that the Company's Board of Directors may take in acquiring another business venture or in addressing the Company's obligations to its creditors will result in immediate, substantial, and irreversible dilution of the Company's existing stockholders.  Further, in the event that the Company enters into or undertakes efforts to acquire another business venture, the Company will likely incur finders' fees, investment banking fees, legal fees, and other similar costs and expenses which would likely result in further immediate, substantial, and irreversible dilution to the Company's stockholders.





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10.  Rule 144 Stock Sales.  As of December 31, 2005, the Company had 1,520,437 shares of the Company's outstanding Common Stock as "restricted securities" which may be sold only in compliance with Rule 144 adopted under the Securities Act of 1933 or other applicable exemptions from registration. Rule 144 provides that a person holding restricted securities for a period of one year may thereafter sell in brokerage transactions, an amount not exceeding in any three month period the greater of either (i) 1% of the Company's outstanding Common Stock, or (ii) the average weekly trading volume during a period of four calendar weeks immediately preceding any sale.  Persons who are not affiliated with the Company and who have held their restricted securities for at least two years are not subject to the volume limitation. Possible or actual sales of the Company's Common Stock by present shareholders under Rule 144 may have a depressive effect on the price of the Company's Common Stock if any liquid trading market develops.



11.  Two Directors, Absence of Audit Committee & Independent Directors.  For the past six years the Company has had only two Directors: Ralph M. Amato and Michael L. Potter, Esq. both of whom are officers of the Company.  Although the Company believes that its Directors are able to undertake and fulfill their obligations with respect to the corporate governance of the Company, the Company does not have an independent audit committee or any independent members of its Board of Directors and given the Company's circumstances there is no present likelihood that the Company will be successful in obtaining the services of any persons who would be willing to serve as independent Directors or serve on an audit committee.



12.  Risks of Low Priced Stocks.  Trading in the Company's Common Stock is limited since the Company's Common Stock is a Penny Stock and thereby the retail market for the Common Stock is subject to burdens that are imposed on brokers whose customers may wish to acquire the Company's Common Stock.

















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|Item 3. | Controls and Procedures
|------- | -----------------------

(a) Evaluation of Disclosure Controls and Procedures.

The Company carried out a limited evaluation, under the supervision and with the participation of the Company's sole officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive and Chief Financial Officer (one person) concluded that the Company's disclosure controls and procedures are effective in timely alerting him to material information required to be included in the Company's periodic SEC filings relating to the Company (including its consolidated subsidiary).



(b) Changes in Internal Controls.



There were no significant changes in the Company's internal controls or in other factors that could significantly affect these internal controls subsequent to the date of our most recent evaluation.



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PART II





|Item 1. | Legal Proceedings
|------- | -----------------













|Item 2. | Changes in Securities
|------- | ---------------------

















|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------









|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------









|Item 5. | Other Information
|------- | -----------------









|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------













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|3     | Certificate of Incorporation - Wagg Corp.                                 
|----- | --------------------------------------------------------------------------
|3.1   | Amendment to Certificate of Incorporation - Wagg Corp.                    
|3.2   | Amendment to Certificate of Incorporation - Wagg Corp.                    
|3.3   | By-Laws of Wagg Corp. (Delaware)                                          
|3.4   | Articles of Incorporation - Alternative Entertainment, Inc. (NV)          
|3.5   | By-Laws of Alternative Entertainment, Inc. (NV)                           
|4.1   | Specimen of Common Stock Certificate                                      
|      |                                                                           
|10    | Agreement for the Purchase of Common Stock                                
|10.1  | Lease for Office Space in La Jolla, California                            
|10.2  | Lease of Real Property from Roma Cafe, Inc.                               
|10.3  | Lease of Apartment Units in San Francisco, California                     
|10.4  | Indemnification Agreement between the Company and Ralph M. Amato          
|10.5  | Agreement with Itex Corporation                                           
|10.6  | Employment Agreement Between the Company and Gary Marlin                  
|10.7  | Loan Agreement with Unsecured Convertible Note                            
|10.8  | Unsecured Promissory Note (C. Palozzi)                                    
|10.9  | Settlement Agreement With Bowne of Los Angeles, Inc.                      
|10.10 | Unsecured Promissory Note (V. Amato)                                      
|10.11 | Unsecured Promissory Note (V. Amato)                                      
|10.12 | Secured Promissory Note (R. Smith)                                        
|10.13 | Secured Promissory Note (I. Weeda Family Trust)                           
|10.14 | Secured Promissory Note (I. Weeda Family Trust)                           
|10.15 | Secured Promissory Note (K. Marc)                                         
|10.16 | Secured Promissory Note (G. W. Smith)                                     
|10.17 | Secured Promissory Note (D. Hylton)                                       
|10.18 | Secured Promissory Note (M. Yonika)                                       
|10.19 | Unsecured Promissory Note (R. Kaelan)                                     
|10.20 | Unsecured Convertible Promissory Note ($300,000 - Chin)                   
|10.21 | Addendum to Promissory Note (Essex)                                       
|10.22 | Unsecured Promissory Note ($70,000 - Amato)                               
|10.23 | Unsecured Promissory Note ($16,000 - Amato)                               
|10.24 | Unsecured Promissory Note ($100,000 - Chin)                               
|      |                                                                           
|10.25 | Unsecured Promissory Note ($25,000- I. Weeda Family Trust)                
|10.26 | Unsecured Promissory Note ($25,000 - I. Weeda Family Trust)               
|10.27 | Loan Agreement & Convertible Unsecured Promissory Note ($50,000 - Kawesch)
|10.28 | Unsecured Promissory Note ($100,000 - Lewis Chin)                         
|10.29 | Unsecured Promissory Note ($25,000 - Thomas Johnson)                      
|10.30 | Loan Agreement & Convertible Unsecured Promissory Note ($25,000-Tinney)   
|      |                                                                           
|23.1  | Consent of Pannell Kerr Forster                                           
|23.2  | Resignation of Pannell Kerr Forster                                       
|23.3  | Consent of Pannnell Kerr Forster                                          
|23.4  | Acknowledgment of Armando C. Ibarra                                       
|      |                                                                           
|      | The following exhibits are being filed with this Form 10-QSB:             
|      |                                                                           
|31.1  | Certification                                                             
|31.2  | Certification                                                             
|32.1  | Certification                                                             
|32.2  | Certification                                                             











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SIGNATURES











|                       | Registrant:
BoysToys.com, Inc.                              
|---------------------- | ------------------------------------------------------------
|                       |                                                             
|                       | /s/ Ralph M. AmatoRalph M. Amato, President, Chairman, & CFO
|                       |                                                             
|Date:  August 10, 2006 |                                                             





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