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 March 31, 2007
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 March 31, 2007
6,772,470 Shares at $0.001 Par Value Common                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                
|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 March 31, 2007: 6,772,470.                                                                                                                                                                               





|
|





BOYSTOYS.COM, INC.



TABLE OF CONTENTS





|          |                       |                                                                                       | PageNumber
|--------- | --------------------- | ------------------------------------------------------------------------------------- | ----------
|PART I -  | FINANCIAL INFORMATION |                                                                                      
|          |                       |                                                                                       |           
|          | Item 1.               | Letter of Independent Accountants                                                     | 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 | 12        
|          |                       |                                                                                       |           
|          | 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        



- 2 -



|
|





PART I - FINANCIAL INFORMATION



PART I





THE COMPANY HAS AS OF MAY 2, 2007 ERMERGED FROM BANKRUPTCY AND THERE IS LITTLE BASIS TO BELIEVE THAT IT WILL CONTINUE AS A VIABLE BUSINESS ENTITY. THIS FORM 10-QSB CONTAINS



- 3 -



|
|





Stan J.H. Lee, CPA
2160 North Central Rd. Suite 203t
Fort Lee t
NJ 07024
794 Broadway t
Chula Vista t
CA t
 91910
619-623-7799 Fax 619-564-3408 E-mail)



|
|



Report of Independent Registered Public Accounting Firm

We have reviewed the accompanying consolidated statement of net assets in liquidation of BoysToys.com, Inc as of March 31, 2007, and the related statement of changes in net assets in liquidation for the three-months ended March 31, 2007. 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 paragraph.

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 March 31, 2007.



/s/

____________________________
Stan J.H. Lee, CPA
Chula Vista, CA

May 4, 2007



Registered with the Public Company Accounting Oversight Board

- 4 -



|
|





Item 1.  Financial Statements







|BOYSTOYS.COM. INC. AND SUBSIDIARY                  
|---------------------------------------------------
|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.



- 5 -



|
|







|BOYSTOYS.COM. INC. AND SUBSIDIARY                             
|--------------------------------------------------------------
|Consolidated Statement of Changes in Net Assets in Liquidation
|                                                              
|                                                              
|                                                              
|                                                              
|Accumulated deficit                                           
|                                                              
|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.



- 6 -



|
|





BOYSTOYS.COM. INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of March 31, 2007





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 4 and 5)

- 7 -



|
|





BOYSTOYS.COM. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of March 31, 2007





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 March 31, 2007 "Consolidated Statements of Net Assets in Liquidation" have been presented on the following basis:

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 March 31, 2007 "Consolidated Statements of Net Assets in Liquidation" have been presented on the following basis:

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 March 31, 2007. Actual results could differ from those estimates.

- 8 -



|
|





BOYSTOYS.COM. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of March 31, 2007





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 Three-Months Ended 
March 31, 2007
|--------------------------------- | ------------------------------------------
|                                 
|Deferred tax assets:              |                                           
|                                  |                                           
|Net operating loss carry-forwards | $                                         
|Other                             |                                           
|Gross deferred tax assets         |                                           
|Valuation allowance               |                                           
|Net deferred tax assets           | $                                         
|                                  |                                           

As of March 31, 2007, 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.

- 9 -



|
|





BOYSTOYS.COM. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of March 31, 2007





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.



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 March 31, 2007.

- 10 -



|
|





BOYSTOYS.COM. INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of March 31, 2007





NOTE 6 - Conversion of Common Stock to Preferred Stock

As the Company previously reported, on November 12, 2006, the Company's Board of Directors approved the designation of 4,000,000 shares of the Company's authorized 8,000,000 shares of preferred stock (par value $0.01) as Series A Preferred Stock and thereafter approved the issuance of 3,650,000 shares of Series A Preferred Stock.

On the same date and as a part of the same resolutions, the Board issued 3,500,000 shares of the Series A Preferred Stock to the Company's President, Ralph M. Amato in exchange for 1,249,669 shares of the Company's Common Stock held by him. In addition, 150,000 shares of the Series A Preferred Stock were also issued to acquire 150,000 shares of the Company's Common Stock held by another stockholder.

In the event that Mr. Amato were able to convert the 3,500,000 shares of the Series A Preferred Stock held by him into the Company's Common Stock, he would hold 70,0000,000 common shares together with the 70,000,000 voting rights attached to said common shares.

- 11 -



|
|





|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, 2006, 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



BoysToys.com, Inc., a Delaware corporation (the "Company"), was incorporated in the State of Delaware on April 21, 1997 under the name Wagg Corp.



In January 1998 the Company changed its name to Alternative Entertainment, Inc. (the same name of a Nevada corporation (identified below as "AEI-Nevada") previously established for the operation of the Company's business) and in December 1998 the Company's name was changed to BoysToys.com, Inc.



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 Company's then-existing upscale gentlemen's club in San Francisco, California (the "Club").



On September 12, 2002, the United States Bankruptcy Court transferred the Club, all of the Company's assets and operations from the Company.  Thus, from September 12, 2002 through December 31, 2002, the Company did not have any assets or operations.  The Company's prior proposed plan of reorganization was rejected by the Court. Currently, the Company has no assets or operations and is a mere "public shell" company.



On October 6, 2002, the United States Bankruptcy Court entered an order for a Chapter 7 dissolution. Currently, the Company has no material assets and no operations or business of any kind and there is little or no likelihood that the Company will ever have any material assets, operations or business.  On May 2, 2007, the U.S. Bankruptcy Court for the Northern District of California issued a Final Decree and closed the Company's bankruptcy.



- 12 -



|
|





Results of Operations



First Quarter 2007 vs. First Quarter 2006



During the first three months ending March 31, 2007 ("First Quarter 2007"), the Company recorded no sales revenues.  The lack of sales revenues resulted from the action taken by the U.S. Bankruptcy Court (the "Court") on September 12, 2002 wherein the Court transferred all of the Company's assets and operations from the Company. Similarly and for the same reasons, for the first three months ending March 31, 2006 ("First Quarter 2006"), the Company recorded no sales revenues.



The Company did not record any Cost of Sales, Depreciation & Amortization Expense, or General & Administrative Expenses during either the First Quarter 2007 or during the First Quarter 2006. In addition, during both periods the Company recorded no Interest Expense and no Interest Income.



The Company's management has estimated that future administrative costs will likely total $25,000.  However, this is only an estimate and given the uncertainties of the Company and the factors that are beyond the Company's control, we cannot assure you that we will not incur even greater costs in the future.



As a result, the Company recorded no Net Income during both First Quarter 2007 and during First Quarter 2006.



Liquidity and Capital Resources



Since the Company's filing of its petition of bankruptcy in the U.S. Bankruptcy Court for the Northern District of California on May 8, 2001, the Company's liquidity and access to capital and any sources of financing has been very limited. Since September 2002, the Company has relied entirely upon its founder and Chief Executive Officer, Ralph M. Amato, to provide a limited amount of funds to the Company to maintain the Company's corporate existence, to pay fees for accounting and auditing, to pay franchise taxes to the State of Delaware, and to pay fees and costs for fulfilling its filing requirements under the Securities Exchange Act of 1934.  Future administrative costs have been estimated, but we cannot be certain that our actual administrative costs will not be even greater.



The Company did not issue any additional shares of its Common Stock or Preferred Stock  during First Quarter 2007 or First Quarter 2006.



The Company's management recognizes the extreme and adverse difficulties and challenges it faces.  There is a significant risk that the Company may not continue in existence because the Company has and will likely continue to depend on the ability of its President, Ralph M. Amato to support the Company with loans to provide the funds needed to pay the costs to maintain the Company.  Given the Company's extreme lack of capital resources, there can be no assurance that the Company will receive any financing or funding from any source.  In addition, if any financing should be obtained, existing shareholders will likely incur substantial, immediate, and permanent dilution of their existing investment.



Further, there can be no assurance that the Company will be successful in obtaining any additional financing, or if the Company receives any additional financing, that any such financing can be obtained on terms that may be deemed reasonable given the Company's current financial condition. On May 2, 2007, the United States Bankruptcy Court for the Northern District of California issued a Final Decree which closed the Company's status under Chapter 7 of the U.S. Bankruptcy Code.



- 13 -



|
|





Item 2A.  Factors that May Affect Future Results



The Company has no significant assets, business, or operations and there can be no assurance that the Company will ever have or acquire any assets, business, or operations at any time in the future.  The Company is a mere "public shell" and currently the Company does not have any future prospect of ever holding any business or operations.  An investment into the Company or the purchase of the Company's common stock should be considered appropriate only for those persons who can accept the total loss of their investment since the Company and the Company's securities involve continuing and substantial risks that are not suitable or appropriate for investment purposes.  Overall, these risks arise from factors over which the Company will have little or no control.  Some adverse events may be more likely than others and the consequence of some adverse events may be greater than others.  No attempt has been made to rank risks in the order of their likelihood or potential harm.  In addition to those general risks enumerated elsewhere, any purchaser of the Company's Common Stock should also consider the following factors.



1.  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. 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.



2.  Current Financial Structure, Limited Equity, No Working Capital & 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 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.



3.  Continuing Significant Uncertainties & Prior Bankruptcy.  The Company remains subject to continuing uncertainties and there can be no assurance the Company will survive as a public company or otherwise meet its obligations to allow it to remain as a corporate entity.



4.  Subordinate to Existing and Future Debt & Preferred Stock.  All of the Company's Common Stock is subordinate to the claims of the Company's existing and future creditors and the holders of the Company's Series A Preferred Stock and authorized but unissued preferred stock.



- 14 -



|
|





5.  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.



6.Control by Officer/Director.  The Company's sole officer/director, Ralph M. Amato effectively controls the Company through his ownership of 3,500,000 shares of the Company's Series A Preferred Stock. As a result, any holder of the Company's common stock has no meaningful ability to control or influence the Company's future prospects.



7.  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.



8.  Potential Dilution.  In the event that the Company's Board of Directors takes any future actions 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.



9.  Rule 144 Stock Sales.  As of December 31, 2006, 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.



- 15 -



|
|





10.  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.



Consequently, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, the Company's securities. In the absence of a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities.



Under such rules, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock.



The Commission has adopted regulations under such Act which define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a market price or exercise price of less than $5.00 per share and allow for the enforcement against violators of the proposed rules.



In addition, unless exempt, the rules require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving a penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud or abuse in the sale.



Disclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and, if the broker/dealer is the sole market maker, the broker/dealer must disclose this fact and its control over the market.  Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.



While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets has been in operation for at least three years ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor, and (iii) transactions that are not recommended by the broker/dealer.



In addition, transactions in a NASDAQ security directly with the NASDAQ market maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives.  The Company's securities are subject to the above rules on penny stocks and the market liquidity for the Company's securities could be severely affected by limiting the ability of broker/dealers to sell the Company's securities.



- 16 -



|
|





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.



- 17 -



|
|





PART II



Item 1.Legal Proceedings.



None.



Item 2.  Changes in Securities



Not applicable.



(c)  Issuances of Equity Securities



None.



Item 3.Defaults Upon Senior Securities





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



None.



Item 5.Other Information



On May 10, 2007, the Company was informed that on May 2, 2007 the U.S. Bankruptcy Court for the Northern District of California had executed the final decree closing the Company's Chapter 7 Bankruptcy case.  With the issuance of the final decree by the U.S. Bankruptcy Court, the Company is no longer subject to the oversight of the U.S. Bankruptcy Court.



Item 6.Exhibits and Reports on Form 8-K



(A)  Exhibits



The following exhibits were filed by the Company in connection with its Form 10-SB and are hereby incorporated by reference.



- 18 -



|
|







|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                                                             



(B)  Form 8-K



The Company filed Form 8-K on March 29, 2007 regarding a change in its independent accountants.



- 19 -



|
|





SIGNATURES





Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







|                    | Registrant:
BoysToys.com, Inc.                              
|------------------- | ------------------------------------------------------------
|                    |                                                             
|                    | /s/ Ralph M. AmatoRalph M. Amato, President, Chairman, & CFO
|                    |                                                             
|Date:  May 14, 2007 |                                                             





- 20 -



|
|