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, 2002

                         Commission File No. 000-28684


                              BoysToys.com, Inc.
                              ------------------
            (Exact name of Registrant as specified in its Charter)

      Incorporated under the Laws
        of the State of Delaware                      33-0824801
        -----------------------                ------------------------
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification No.)

                412 Broadway, San Francisco, California 94133
                ---------------------------------------------
                   (Address of principal executive office)

                                (415) 391-2800
                                --------------
             (Registrant's telephone number, including area code)

                                     None
                                --------------
             (Former name, former address, and former fiscal year,
                         if changed since last report)

                  Common Stock Outstanding at March 31, 2002
                  8,172,139 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    .


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<PAGE>
                              BoysToys.com, Inc.
<TABLE>
                              TABLE OF CONTENTS

<CAPTION>
                                                                         Page
                                                                        Number
<S>                                                                     <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements & Letter of Independent Accountants
         Letter of Independent Accountants . . . . . . . . . . . . . .   F-1
         Consolidated Balance Sheets
              March 31, 2002 (unaudited) and December 31, 2001 . . . .   F-2
         Consolidated Statements of Operations (unaudited)
              Three Months Ended March 31, 2001 (unaudited)
              and Three Months Ended March 31, 2002 (unaudited)  . . .   F-3
         Consolidated Statements of Cash Flows (unaudited)
              Three Months Ended March 31, 2001 and March 31, 2002 . .   F-4
         Notes to Consolidated Financial Statements (unaudited)  . . .   F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations  . . . . . . . . . . . . . . .   15

Item 2A. Factors That May Affect Future Results  . . . . . . . . . . .   19


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .   24

Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . .   24

Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . .   24

Item 4.  Submission of Matters to a Vote of Security Holders . . . . .   24

Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . .   24

Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . .   25

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
</TABLE>

                                    -  2 -
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<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS


                              ARMANDO C. IBARRA
                         CERTIFIED PUBLIC ACCOUNTANTS
                         (A Professional Corporation)

Armando C. Ibarra, C.P.A.                  Members of the California Society of
Armando Ibarra, Jr., C.P.A.                           Certified Public Accounts



The Board of Directors
BoysToys.com, Inc.


We have reviewed the accompanying consolidated balance sheet of BoysToys.com,
Inc. as of March 31, 2002 and December 31, 2001 and the related consolidated
statements of operations, shareholders' deficit and cash flows for the three
months ended March 31, 2002 and 2001, in accordance with Statements on Standards
for ccounting and Review Services issued by the American Institute
of Certified Public Accountants.  All information included in these financial
statements is the representation of the management of BoysToys.com, Inc.

A review consists principally of inquiries of management and analytical
procedures applied to financial data.  It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, 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.

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



______________________
ARMANDO C. IBARRA, CPA

San Diego, California
May 8, 2002


               296 H Street, Second Floor, Chula Vista, CA 91910
Tel: (619) 422-1348                                         Fax: (619) 422-1465

                                    F - 1
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<PAGE>
                              BOYSTOYS.COM, INC.
<TABLE>
                         CONSOLIDATED BALANCE SHEETS
                  As of March 31, 2002 and December 31, 2001

<CAPTION>
                                                     March 31,   December 31,
                                                       2002          2001
                                                    ----------    ----------
<S>                                                 <C>           <C>
                   ASSETS
Current Assets:
     Cash                                           $  111,929    $   83,655
     Employee Advances                                    (958)        1,065
     Prepaid Expenses                                   34,703        40,531
     Inventory                                          44,905        46,992
                                                    ----------    ----------
Total Current Assets                                   190,579       172,243

Property and Equipment, Net                          2,359,615     2,450,417

Other Assets:
     Note Receivable - Officer                          32,266        31,801
     Investment in Fine Art                             24,670        22,000
     Deposits                                           52,718        52,718
                                                    ----------    ----------
Total Other Assets                                     109,654       106,519
                                                    ----------    ----------

TOTAL ASSETS                                        $2,659,848    $2,729,179
                                                    ==========    ==========


     LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Accounts Payable and Accrued Expenses          $  282,284    $  264,587
     Equipment Lease Payable                            22,551        24,324
     Accrued Interest                                  193,860       193,860
     Convertible Debt                                1,818,111     1,818,111
                                                    ----------    ----------
Total Current Liabilities                            2,316,806     2,300,882
                                                    ----------    ----------
TOTAL LIABILITIES                                    2,316,806     2,300,882

Shareholders' Equity:
Preferred stock, $.01 par value (10,000,000
     authorized; none issued and outstanding.)            -             -
Common Stock, $.01 par value ( 20,000,000
     shares authorized; issued and outstanding:
     8,172,139 as of March 31, 2002 and
     December 31, 2001)                                 81,721        81,721
Additional Paid-in-capital                           9,535,158     9,535,158
Common stock subscribed                                (62,500)      (62,500)
Deficit accumulated during the development stage    (7,856,576)   (7,856,576)
Retained earnings                                   (1,354,761)   (1,269,506)
                                                    ----------    ----------
Total Shareholders' Equity                             343,042       428,297
                                                    ----------    ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $2,659,848    $2,729,179
                                                    ==========    ==========
<FN>
                See Notes to Consolidated Financial Statements.
</TABLE>

                                    F - 2
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<PAGE>
                              BOYSTOYS.COM, INC.
<TABLE>
                    CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Three Months Ended March 31, 2002 and 2001

<CAPTION>
                                             For the Three Months
                                               Ended March 31,
                                          -------------------------
                                             2002          2001
                                          -----------   -----------
<S>                                       <C>           <C>
Revenues                                  $   622,984   $   617,866

Cost of Sales                                  95,269        95,097
                                          -----------   -----------
Gross Profit                                  527,715       522,769

     Depreciation & Amortization              (97,911)      (96,313)
     General and Administrative Expenses     (515,524)     (437,255)
                                          -----------   -----------
Total General & Administrative Expenses      (613,435)     (533,568)
                                          -----------   -----------

Operating Loss                                (85,720)      (10,799)

Other Income (Expenses):
     Interest Income                              465          -
     Interest Expense                            -          (65,339)
                                          -----------   -----------
Total Other Income (Expenses)                     465       (65,339)
                                          -----------   -----------

Deficit Before Income Taxes                   (85,255)      (76,138)

Provision for Income Taxes                       -             (200)
                                          -----------   -----------

Net Loss                                  $   (85,255)  $   (76,338)
                                          ===========   ===========

Net loss per share                        $    (0.01)   $    (0.01)
                                          ===========   ===========

Weighted average shares used
  for net loss per share                    8,172,139     7,122,371
                                          ===========   ===========

Net loss per diluted share                $     0.02    $    (0.00)
                                          ===========   ===========

Weighted average shares used
  for net loss per diluted share           10,122,139    10,987,124
                                          ===========   ===========

<FN>
                See Notes to Consolidated Financial Statements.
</TABLE>

                                    F - 3
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<PAGE>
                              BOYSTOYS.COM, INC.
<TABLE>
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the Nine and Three Months Ended September 30, 2001 and 2000

<CAPTION>
                                                       For the Three Months
                                                         Ended March 31,
                                                    -------------------------
                                                       2002          2001
                                                    -----------   -----------
<S>                                                 <C>           <C>
Cash Flows from Operating Activities:
     Net  Loss                                      $   (85,255)  $   (76,338)
     Non-cash operating activities
          included in deficit
          Amortization and depreciation                  97,911        96,313
     (Increase) decrease in assets :
          Inventory                                       2,087         1,985
          Prepaid expenses                                5,828          -
          Note receivable-officer                          (465)           49
          Employee advances                               2,023       (31,678)
     Increase (decrease) in liabilities :
          Accounts payable and accrued expenses          17,697        61,663
          Accrued interest                                 -           26,594
          Equipment lease payable                        (1,773)       (8,234)
                                                    -----------   -----------
Net cash used in operating activities                    38,053        70,354
                                                    -----------   -----------

Cash Flows from Investing Activities
     Purchase of equipment and improvements              (7,109)      (25,016)
     Investment in fine art                              (2,670)       (3,000)
                                                    -----------   -----------
Net cash used in investing activities                    (9,779)      (28,016)
                                                    -----------   -----------

Cash Flows from Financing Activities :
     Increase (decrease) in convertible notes              -          (37,298)
                                                    -----------   -----------
Net cash provided by financing activities                  -          (37,298)
                                                    -----------   -----------

Net increase in cash                                     28,274         5,040

Cash at beginning of period                              83,655        15,927
                                                    -----------   -----------

Cash at end of period                               $   111,929   $    20,967
                                                    ===========   ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :

Cash paid during the period for :
 Interest ( Net of amount capitalized )             $     2,733   $    38,745
                                                    ===========   ===========

 Income Taxes                                       $      -      $      -
                                                    ===========   ===========

<FN>
                See Notes to Consolidated Financial Statements.
</TABLE>

                                    F - 4
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


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. engages 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 June 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 on
this locationin San Francisco.

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 (See Note 13).


                                    F - 5
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 intercompany transactions and balances have been eliminated.

BASIS OF ACCOUNTING

The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements in accordance with generally accepted
accounting principles.

FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheets for cash, accounts payable
and accrued expenses approximate fair value due to the immediate short-term
maturity of these financial instruments.

The fair value of the Company's notes payable and convertible debt approximates
the carrying amount based on the current rates offered to the Company for debt
of the same remaining maturities with similar collateral requirements.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  The Company is currently
capitalizing all leasehold improvements, equipment and fixtures associated with
the development of its first establishment located in San Francisco, California.
Equipment and fixtures are being depreciated using the straight-line method over
the estimated asset lives ranging from 3 to 7 years.  Leasehold improvements are
being amortized using the straight-line method over the shorter of either the
estimated life of the improvements or the length of the lease.

Leasehold improvements are primarily architectural, planning and construction
costs associated with construction of the facility.  Equipment and fixtures are
primarily computer systems, furniture, lighting, sound and video equipment.  The
Company applies the provisions of Statement of Financial Accounting Standards
SFAS No. 34.  Consequently, interest cost related to the construction of the
Company's first establishment was capitalized and is being amortized consistent
with the leasehold improvements.  Capitalized interest totaled $284,496.


                                    F - 6
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

STOCK BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation."  This statement allows entities to measure
compensation costs related to awards of stock-based compensation, using either
the fair value method or the intrinsic value method.  The Company has elected to
account for stock-based compensation programs using the intrinsic value method.

Companies that do not choose to adopt the expense recognition rules of SFAS
No. 123 will continue to apply the existing accounting rules contained in
Accounting Principles Board Opinion (APB) No. 25, but are required to provide
proforma disclosures of the compensation expense determined under the fair-value
provisions of SFAS No. 123.  APB No. 25 requires no recognition of compensation
expense for most of the stock-based compensation arrangements provided by the
Company, namely, broad-based employee stock purchase plans and option grants
where the exercise price is equal to the market price at the date of the grant.

LONG-LIVED ASSETS

In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of
Long-lived Assets and for Long-lived Assets to Be Disposed Of," which requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of the impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying
amount.  SFAS No. 121 also addresses the accounting for long-lived assets that
are expected to be disposed of.  No impairment of long-lived assets has been
recognized.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method.
Under the asset and liability method, deferred income taxes are recognized for
the tax consequences of "temporary differences" by applying enacted statutory
tax rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.


                                    F - 7
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

BASIC LOSS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share.  The Company
has adopted the provisions of SFAS No. 128 effective December 6, 1993
(inception).

Basic net loss per share excludes dilution and is computed by dividing net loss
by the weighted average number of common shares outstanding during the reported
periods.  Diluted net loss per share reflects the potential dilution that could
occur if a stock option and other commitments to issue common stock were
exercised. Stock options issued to an officer in 1999 have been excluded from
the weighted average share computation.  This is consistent with accounting
principles because during 1999 the average market price of the shares was not
greater than the exercise stock option price and was therefore anti-dilutive.

INVENTORIES

Inventories include food, wine, liquor and other restaurant related items.  All
inventory items are stated at the lower of cost (first-in, first-out) or market
value.


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2002, consists of the following:

          Equipment and fixtures               $    358,058
          Leasehold improvements:
               Capitalized construction costs     2,952,642
               Capitalized interest                 284,496
          Silverware/china                            1,887
          Less: accumulated depreciation         (1,237,468)
                                               ------------
               Total property and equipment    $  2,359,615
                                               ============


                                    F - 8
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


NOTE 4 - NOTE RECEIVABLE - OFFICER

A note receivable in the amount of  $32,266 is due from an officer of the
Company as of March 31, 2002 .  This note bears interest at 5.85% and is
due upon demand.


NOTE 5 - INCOME TAXES

Provision for income taxes is summarized as follows:

                                       For the Three Months Ended
                                             March 31, 2002
                                       --------------------------
          Current income taxes                  $    800
          Deferred income taxes                   - 0 -
                                                --------
          Provision for income taxes            $    800
                                                ========

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, 2002
                                       --------------------------
          Deferred tax assets:

          Net operating loss carryforwards    $  1,900,000
          Other                                     - 0 -
                                              ------------
          Gross deferred tax assets              1,900,000
          Valuation allowance                   (1,900,000)
                                              ------------
          Net deferred tax assets             $     - 0 -
                                              ============

As of March 31, 2002, the Company has net operating loss carryforwards for both
federal and state income tax purposes of approximately $6,300,000, which expire
through 2021.  Under federal and state laws, the availability of the Company's
net operating loss carryforward may be limited if a cumulative change in
ownership of more than 50% occurs within any three year period.


                                    F - 9
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


NOTE 6 - NOTES PAYABLE

Notes payable as of March 31, 2002 , consist of the following:

          Secured promissory notes with issuance dates
          ranging from September 1995 to May 2000 and
          with interest rates ranging from 8% to 12% per
          annum.  The notes are due at the earlier of one
          year after the date of the note or 60 days after
          the Company's common stock is traded on any
          securities exchange or in any over-the-counter
          market.  The notes and accrued interest thereon
          are secured by Company common stock and note
          holders have the option to convert their debt into
          common stock.  These notes were not paid at their
          maturity dated and are due upon demand.  Rates
          for conversion vary from $.40 to $1 per share.      $   403,440

          Unsecured convertible promissory note which is
          not to exceed $1,500,000 Interest accrues at 12%
          per year, payable quarterly.  Conversion can be
          exercised at maturity ( upon demand ) at a price
          of $ 0.40 per share.                                  1,114,671

          Unsecured convertible promissory of $300,000
          dated December 3, 1999 with a maturity date of
          December 1, 2000, and accrues interest at 12%
          per annum.  Conversion can be exercised at
          Maturity at a price of $ 0.36 per share.                300,000

          Unsecured convertible promissory of $100,000
          dated January 10, 2000 with a maturity date of
          December 1, 2000, and accrues interest at 10%
          Per annum.  Conversion can be exercised at
          maturity at a price of $ 0.25 per share                  - 0 -
                                                              -----------

          TOTALS                                              $ 1,818,111
                                                              ===========


                                    F - 10
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


NOTE 6 - NOTES PAYABLE (Continued)

Accrued interest related to notes payable totaled $193,860 as of
March 31, 2002. During 2000 notes payable of $650,000 were converted into shares
of common stock.  The beneficial conversion feature of $631,086 was calculated
by multiplying the intrinsic value of the stock times the number of shares the
notes can be converted into.  The intrinsic value of a conversion feature is
based upon the difference between the fair market value of the stock and the
conversion price.

The Company filed for bankruptcy protection, as discussed in Note 11, and this
will have a significant effect on the notes payable.  Interest accruals ceased
as of the filing date.  Also, the Company is negotiating new terms for all of
the outstanding notes payable through the Bankruptcy Court.


NOTE 7 - INTEREST EXPENSE

                                       For the Three Months Ended
                                             March 31, 2002
                                       --------------------------
          Interest expense incurred           $    113,894
          Less:  Capitalization interest            - 0 -
                                              ------------
          Net Interest expense                $    113,894
                                              ============


NOTE 8 - COMMITMENTS AND CONTINGENCIES

In February 1995, the Company began leasing real property in San Francisco,
California, which will be used to open its first night club facility.
The operating lease is for a period of ten years with two renewal options,
each for an additional five years.  At March 31, 2002, minimum annual rental
commitments under this non-cancelable lease were as follows:

                Year Ending
                   ----
                   2002               155,500
                   2003               161,500
                   2004               167,500
                   2005               167,500


                                    F - 11
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<PAGE>
                              BOYSTOYS.COM, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF MARCH 31, 2002


NOTE 9 - SHAREHOLDERS' EQUITY

STOCK OPTION PLANS

The Company has approved two stock option plans that become effective
January 1, 1994, an Incentive Stock Option Plan and a Non-qualified Stock Option
Plan.  Both plans are available to officers, directors and key employees of the
Company.  Each plan allows for the purchase of up to 500,000 shares of common
stock of the Company.

During the year ended December 31, 1998, the Company issued 60,000 options to a
director under the non-qualified stock option plan.  During the year ended
December 31, 1999, 1,950,000 options were granted to officers of the Company as
a compensation award.  The options were immediately exercisable for $0.25 per
share and were granted at less than the quoted market price of the stock on the
date of grant.  The Company has elected to account for incentive grants and
grants under its Plan following APB No. 25 and related interpretations.
Accordingly, the Company recorded $30,000 and $3,042,000 as compensation expense
for the year ended December 31, 1998 and the year ended December 31, 1999,
respectively, with a corresponding credit to additional paid in capital.  For
the years ended December 31, 2001 and 2000 the Company did not issue any
additional stock compensation.


NOTE 10 - DEVELOPMENT STAGE COMPANY IN PRIOR YEARS

As required by SFAS 7 the Company deemed development stage company for all prior
years.  With the opening and operation of its first night club location in
January, 2000 the Company is no longer classified as a development stage
company.


NOTE 11 - 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 plans to emerge from this proceeding with a
workable plan to repay its major creditors, including the landlord.  The Company
is 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.
The Company has submitted its reorganization plan and is waiting for approval.
On September 21, 2001 Boystoys.Com, Inc. subsidiary (RMA of San Francisco, Inc.)
also filed a petition for relief under Chapter 11 of the United States
Bankruptcy Code.   The Company estimates that it has incurred an estimated
$210,000 in professional fees related to the bankruptcy filing that have not
been reflected in the books.  The Company will record these expenses when they
are approved by the Court.


                                    F - 12
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<PAGE>

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, 2001, a copy
of which may be obtained by writing BoysToys.com, Inc., 412 Broadway, San
Francisco, California 94133.

RESULTS OF OPERATIONS

FIRST QUARTER 2002

     During the first three months ending March 31, 2002 ("First Quarter
2002"), the Company recorded Sales revenues of $622,984 from the operations of
its upscale gentlemen's club at 412 Broadway, San Francisco, California 94133
(the "Club").  In comparison, during the three months ending March 31, 2001
("First Quarter 2001"), the Company recorded sales revenues of $617,866 from
the operations of the Club.

     While Sales revenues increased by almost 1% during First Quarter 2001 to
First Quarter 2002, the Company believes that the Company's ability to maintain
and even increase overall Sales revenues even slightly from the comparable
period last year despite less than sanguine San Francisco-area economic
conditions (in light of the events of September 11, 2001), was not
disappointing and demonstrates the overall strength of the marketing position
of the Company's San Francisco Club.  The Company notes that Sales revenues
during First Quarter 2001 have increased by 24.60% from Sales revenues recorded
during the first three months ending March 31, 2000 (which were $499,976 during
that period).

     The Company did not derive any Sales revenues from its six Developmental
Web Sites during the First Quarter 2002 or First Quarter 2001 and all of the
Company's Sales revenues were derived solely from the Club.

     Sales revenues were primarily derived from: (1) food and beverage sales;
(2) Boardroom VIP membership sales; (3) nightclub admission (door) fees;
(4) fees charged by the Company in connection with the use of credit cards by
patrons to obtain cash equivalent items (i.e., the Company sells "Diamond
Dollars" certificates (in multiples of $10 and $20 amounts) to patrons of the
Club such that each "Diamond Dollars" certificate may be used in lieu of cash
or credit cards at the Club for a patron's payment of a "dance fee" to an
entertainer) ("Cash Equivalent Fees"); (5) sales of certain merchandise on
display at the Club and salable on a consignment basis; and (6) entertainers'
lease fees paid by entertainers (dancers) for the privilege of performing at
the Club.  (Currently, the Company charges each entertainer a lease fee equal
to $20 to $100 for the right to perform at the Club during any shift.)

     Cost of Sales during First Quarter 2002 were $95,269 or 15.29% of Sales
revenues during that period.  This compares to First Quarter 2001 when Cost of
Sales were  $95,097 or 15.39% of Sales during that period.  (By comparison,
during the comparable first three months of 2000, Cost of Sales totaled
$150,124 or 30.03% of Sales revenues.)

     Cost of Sales is primarily made up of food and beverage costs, labor
costs, supply costs, and other costs incurred in operating the Club.


     After deducting Cost of Sales, the Company's Gross Profit during the First
Quarter 2002 was $527,715.  This represented a gross margin (computed as Gross
Profit divided Sales) of approximately 84.71% compared to a Gross Profit of
$522,769 with a gross margin of approximately 84.61% during the First Quarter
2001. The Company's gross margin remained stable as the Company has continued
to implement inventory management controls on food and liquor and improve labor
scheduling while also increasing sales of Diamond Dollars and Entertainer Lease
fees.

     General and Administrative Expenses for the First Quarter 2002 were
$515,524.  This represented an increase from $437,255 of about 17.90% in
General and Administrative Expenses incurred during the First Quarter 2001.
The increase was primarily due to the fees paid the Company's Bankruptcy Court-
appointed executive manager who was paid $51,000 during First Quarter 2002.
The Company did not incur his salary costs of $17,000 per month during the
comparable First Quarter 2001 period.

     Apart from these fees, the remaining General and Administrative Expenses
included administrative expenses for the operation of the Company and the Club
such as accounting, advertising, depreciation, office administration,
marketing/promotion, rent, insurance, janitorial, and other expenses.


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<PAGE>

     The Company also incurred Depreciation and Amortization Expenses of
$97,911 during the First Quarter 2002 compared to Depreciation and Amortization
Expenses of $96,313 during the First Quarter 2001.  These represent non-cash
charges against the Company's revenues to allocate the costs of capital
expenditures made in prior periods.

     As a result, during the First Quarter 2002 the Company incurred an
operating loss of $85,720 compared to First Quarter 2001 when the Company
incurred an Operating Loss of $10,799. The increase in the Company's Operating
Loss was a direct result of the expenses incurred for fees paid to an executive
manager appointed by the Bankruptcy Court and costs and expenses related to the
Company's Bankruptcy filing.

     In addition, during First Quarter 2002, the Company recorded no Interest
Expense and $465 in Interest Income.  In contrast, during the First Quarter
2001, the Company recorded Other Income and Expenses as follows: no Interest
Income and $65,339 in Interest Expense. The reduction in Interest Expense
during the First Quarter 2002 was due to an order of the Bankruptcy Court that
suspended these expenses.

     As a result during the First Quarter 2002, Total Other Income and Expenses
was $465 compared to ($65,339) (a negative number) during the First Quarter
2001.

     This resulted in a Deficit Before Income Taxes of $85,255 during the First
Quarter 2002 compared to a Deficit Before Income Taxes of $76,138 for  the
First Quarter 2001.

     After adding a Provision for Income Taxes (i.e., California Franchise
Taxes), the Company recorded a Net Loss of $85,255 during the First Quarter
2002 compared to a Net Loss of $76,338 during the First Quarter 2001.

     On a per share basis, the Net Loss during the First Quarter 2002 resulted
in a Net Loss Per Common Share of about $0.01 compared to a Net Loss Per Share
of $0.01 during the First Quarter 2001.


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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 has taken every effort to conserve its cash resources and undertake
cash controls despite its obligation to pay a Bankruptcy Court-appointed
executive manager $17,000 per month in fees (since October 2001) and pay other
lesser Court-mandated fees and expenses.

     However, even with these extraordinary burdens, the Company was able to
increase its Cash levels to $111,929 as of March 31, 2002 compared to its Cash
levels of $83,655 as of December 31, 2001.  And, during the First Quarter 2002,
the Company recorded Net Cash Used in Operating Activities of $38,,053 compared
to the First Quarter 2001 when the Company recorded Net Cash Used in Operating
Activities of $70,354.

     The Company's cash flow during the First Quarter 2002 improved compared to
First Quarter 2001 since the Company reduced capital expenditures for equipment
and other improvements from $25,016 during the First Quarter 2001 to $7,109
during First Quarter 2002.

     During the First Quarter 2002, the Company did not reduce the outstanding
amount of convertible notes while, by comparison, during First Quarter 2001,
the Company reduced the outstanding amount of convertible notes by $37,298.

     The Company did not issue any additional shares of its Common Stock during
First Quarter 2002.

     Therefore, after including these effects, the Company had a Net Increase
in Cash of  $28,274 during First Quarter 2002 compared to $5,040 during the
First Quarter 2001.

     However, the Company's liquidity remains extremely low.  As of
March 31, 2002, the Company had $190,539 in Total Current Assets.  On the same
date the Company had $2,316,806 in Total Current Liabilities.  By comparison,
on December 31, 2001, the Company had $172,243 in Total Current Assets and
$2,300,882 in Total Current Liabilities.

     On May 8, 2001, the Company filed a petition in the U.S. Bankruptcy Court
for the Northern District of California.  The bankruptcy filing was sought to
protect the Company from the actions of a holder of a lien on the building and
the landlord of the real property leased by the Company for the operation of
its Club.  While the Company believes that it may emerge from U.S. Bankruptcy
Court with its operations intact, there can be no assurance that it will be
successful.  The Company's plan of reorganization is opposed by certain
creditors of the Company who hold significant amounts of the Company's
outstanding liabilities.  These creditors and others who are supportive of
their position, seek to liquidate the Company which, if such a strategy were
approved by the U.S. Bankruptcy Court, would result in the full and complete
loss of any investment made by any holder of the Company's Common Stock.
Further, the Company's liquidity will continue to bear the stress of any costs
and expenses of Bankruptcy, including, but not limited to, fees to be paid to
lawyers and other administrative costs associated with its  bankruptcy.


                                    - 17 -
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     The Company's management recognizes the difficulties and challenges it
faces.  And although the Company believes that its Club is now well-established
in the San Francisco-market area, the costs associated with the Company's
bankruptcy  will require that the Company seek additional equity financing.
Additional equity financing, if it can be obtained, will likely result in the
issuance of a significant amount of additional shares of the Company's common
stock, preferred stock, or a combination of them.  If this financing is
obtained, the Company believes that existing shareholders will 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 equity financing.  Given the Company's bankruptcy
status and that the Company faces continued challenges from creditors who
oppose the Company's plan of reorganization, the Company ability to obtain
equity financing will be very challenging.

     Further, if the Company is to prevail, the Company will need to continue
to conserve its cash expenditures.

     The Company continues to face significant operating and financial
challenges and the ability of the Company to meet its financial obligations
will likely continue until the U.S. Bankruptcy Court approves a plan of
reorganization.  There can be no assurance that any such plan of reorganization
will be approved or, if it is approved, that it will be approved within a
reasonable time and that the Company can avoid protracted litigation and
related costs and expenses.

     By comparison, if the Company's creditors were to succeed in obtaining the
U.S. Bankruptcy Court's approval to liquidate the Company in its entirety, then
the investment made by all of the Company's shareholders will, in every
likelihood, be lost. In that event, any holder of the Company's Common Stock
will lose all of their investment with no hope of recovery.

     While the Company's officers and directors have vigorously opposed each
and every effort by certain of the Company's creditors who have not supported
the Company's management and its efforts to reorganize the Company, there can
be no assurance that these opposing creditors will not be successful.  In that
event, the Company's shareholders will lose all of their investment with no
hope of recovery.


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ITEM 1a.  FACTORS THAT MAY AFFECT FUTURE RESULTS

     The Company's business organization and existing debt and obligations on
its balance sheet all involve elements of substantial risk.  Further, since the
Company filed a petition in U.S. Bankruptcy Court for the Northern District of
California, the Company faces continued uncertainties which will impact its
ability to survive as a business.  In this context, 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.  CONTINUED OPERATING LOSSES.  The Company incurred significant losses during
the twelve months ending December 31, 2001 and losses during the three months
ending March 31, 2002.  There is no assurance that the Company's operations
will be successful or that it will be profitable in the future.

2.  IMPACT OF BANKRUPTCY FILING & CONTINUING UNCERTAINTY.  On May 8, 2001, the
Company's management filed a petition in the U.S. Bankruptcy Court for the
Northern District of California.  The bankruptcy filing was sought to protect
the Company from the actions of a holder of a lien on the building and the
actions of the owner of the real property leased by the Company for the
operation of its Club.  While the Company hopes that it will emerge from U.S.
Bankruptcy Court with its operations intact, there can be no assurance that the
Company will not incur significant and protracted costs and resulting financial
difficulties as a result of the bankruptcy filing. The Company also anticipates
that it will incur significant legal fees and costs as a result of the action
it has taken in seeking the protection of the bankruptcy laws. There can be no
assurance that the Company will successfully resolve these or any other issues
that may arise in U.S. Bankruptcy Court or that the Company will do so without
substantial dilution and loss to the Company's current stockholders.  The
Company's shareholders may well lose all ofr their investment with no hope of
any recovery as a result or if the U.S. Bankruptcy Court adopts proposals
supported by  certain of the Company's creditors or if the Company were forced
into liquidation.

3.  UNCERTAINTIES OF OUTCOME OF BANKRUPTCY.  While the Company has expended
substantial resources for the development of its Club in San Francisco,
California.  The Club is subject to changing state and municipal codes and
ordinances and the many uncertainties associated with its bankruptcy.

4.  CURRENT FINANCIAL STRUCTURE, LIMITED EQUITY, LIMITED WORKING CAPITAL & NEED
FOR ADDITIONAL FINANCING.  While the Company's management believes that its
financial policies have been prudent, the Company has relied, in large part,
upon the use of debt financing to provide a substantial portion of the
Company's financial needs.  The Company has, as of March 31, 2002, an aggregate
of $2,300,882 in current liabilities that are due for payment prior to
March 31, 2003.   While the Company believes that the Company's operation of
the Club will be successful and will allow the Company to generate sufficient
profits and cash flow to service and repay its existing debt provided that the
U.S. Bankruptcy Court does not make contrary determinations, the Company will
need to obtain additional equity financing. There can be no assurance that the
Company will be successful in obtaining any such equity financing or, if it is
obtained, that the Company's existing stockholders will not lose all of their
investment.

5.  AUDITOR'S OPINION:  GOING CONCERN.  Except for the explanatory paragraph
included in the firm's report on the financial statements for the years ended
December 31, 2000 and 2001, relating to the substantial doubt existing about
the Company's ability to continue as a going concern, the audit report did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.


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<PAGE>

6.  SUBORDINATE TO EXISTING AND FUTURE DEBT & AUTHORIZED BUT UNISSUED PREFERRED
STOCK.  All of the 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.

7.  MARKETING STRATEGY.  While the Company believes that the operation of the
Club will be successful, there is no guarantee that these business operations
will be commercially accepted with sales revenues sufficient to permit the
Company to achieve or maintain profitable operations.

8.  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.

9.  CONCENTRATION & LACK OF DIVERSIFICATION.  The Company's assets are invested
almost entirely in the existing Club.  While the Company believes that will be
successful, in the event that the Club is not successfully received by the
market, the Company will likely incur substantial and protracted losses since
the Company lacks diversification.

10. CONTROL BY OFFICERS AND DIRECTORS.  The Company's present directors and
officers hold the power to vote an aggregate of 37.66% of the Company's Common
Shares as of December 31,  2001 (after including any shares purchasable upon
exercise of all existing common stock purchase options held by the Company's
officers and directors).  The Company has granted a common stock purchase
option (the "First Amato Option") to Ralph M. Amato, the Company's Chairman,
President, Secretary, and Founder.  The First Amato Option grants Mr. Amato the
right to purchase 1,200,000 shares of the Company's Common Stock at an exercise
price of $0.25 per Common Share.  The First Amato Option has no expiration
date.  In addition, Mr. Amato holds a second common stock purchase option for
the purchase of 600,000 shares of the Company's Common Stock with an exercise
price of $0.25 per share (the "Second Amato Option").  The Second Amato Option
expires February 13, 2004.  Finally, Michael L. Potter, the Company's Secretary
and Director, holds an option to purchase 250,000 shares of the Company's
Common Stock at a purchase price of $0.25 per share (the "Potter Option").
The Potter Option expires on February 13, 2004.

11. COMPETITION.  The Company's existing Club (and any other clubs that the
Company may establish) will face severe competition from several established
companies who have well-established operations, experienced management, and
possess significantly greater financial resources.  In addition, the
gentlemen's  club business is very competitive and many of competitors have
substantially greater managerial resources.  Further, because the gentlemens
club business is dependent upon the uncertain commercial viability of the
Company's business, it is especially sensitive to ever-changing and
unpredictable competitive trends which can not be easily predicted and which
are beyond the control of the Company.  Finally, the Company's sale of any
consigned artwork and memorabilia items can not be guaranteed since competition
from other retail outlets is intense and the availability of desired items for
items to display in the Club may not be desired by some sellers of such items.
For these and other reasons, the Company's business may be said to be riskier
than investments in other types of businesses.


                                    - 20 -
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12. DEPENDENCE UPON KEY PERSONNEL AND NEW EMPLOYEES.  The Company believes its
success will depend, to a significant extent, on the efforts and abilities of
Ralph M. Amato, the Company's President and CEO.  The loss of the services of
Mr. Amato could have a material and continuing adverse effect on the Company.
The Company's success also depends upon its ability to attract and retain
qualified employees.  Hiring to meet anticipated Company operations will
require the Company to assimilate significant numbers of new employees during a
relatively short period of time.

13. KEY MAN INSURANCE & LIMITED FULL-TIME MANAGEMENT.  While the Company
currently plans to obtain key man life insurance on the life of Ralph M. Amato,
the Company has no key man life insurance on his life.  In the event that he is
unable to perform his duties, the Company's business may be adversely impacted.
If the Company grows, it will need to hire additional management and the
ability of the Company to employ suitable management at a cost acceptable to
the Company, in light of the Company's limited financial resources, can not be
assured.

14. LACK OF INDEPENDENT EVALUATION OF BUSINESS PLAN & PROPOSED STRATEGY.  The
Company has not obtained any independent evaluation of the Company's Business
Plan and the Company's proposed business strategy.  There can be no assurance
that the Company's Club or proposed strategy will generate any revenues, or if
revenues can be generated, that they can be generated at a level to maintain
profitability.

15. NO ASSURANCE OF AVAILABILITY OF THE ADDITIONAL CAPITAL & PAYMENT OF DEBTS.
The Company's continued operation of its existing Club will be dependent upon
the Company's ability to meet its obligations due as Total Current Liabilities
and those required by the U.S. Bankruptcy Court for payment of administrative
claims and other associated costs and expenses.  There can be no assurance that
the Company will be successful in paying these debts.

16. NO PLANNED DIVIDENDS.  The Company does not anticipate that it will pay any
dividends on the Company's Common Stock.  Any profits that the Company may
generate, if any, will be reinvested into the Company.

17. GOVERNMENT REGULATION & EXOTIC ENTERTAINMENT INDUSTRY.  The Company seeks
to operate establishments that offer "female exotic entertainment."  This
business routinely suffers severe and unfavorable regulatory burdens, adverse
zoning ordinances, and other oppressive government regulations which may result
in the Company incurring substantial losses and significant delays in
connection with the development of any establishment.


                                    - 21 -
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18. LACK OF DIVERSIFICATION.  The Company's proposed business involving the
operation of establishments offering "female exotic entertainment" will not
provide any diversification.  If the Company is successful, all of the
Company's business and assets will be concentrated in the same industry.

19. POTENTIAL DILUTION.  Funding of the Company's business plan is likely to
result in substantial and on-going dilution of the Company's existing
stockholders.  While there can be no guarantee that the Company will be
successful in raising additional capital, if the Company is successful in
obtaining any additional capital, existing stockholders may incur substantial
dilution.

20. RULE 144 STOCK SALES.  As of December 31, 2001, the Company had 2,541,374
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.

21. 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.


                                    - 22 -
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     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.


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                                    PART II


ITEM 1.  LEGAL PROCEEDINGS.

     On May 8, 2001, the Company filed a petition in U.S. Bankruptcy Court for
the Northern District of California in San Francisco, California.   The Company
took the action to preserve its rights to operate its upscale gentlemen's club
from the actions taken by a lien holder who is sought immediate payment of
$100,000.  The lien was subsequently paid in August 2001.

     As of this date, the Company is currently subject to the supervision of
the U.S. Bankruptcy Court for the Northern District of California and while the
Company remains hopeful that its plans will prevail, no plan of reorganization
approved by the Court and the Company is currently acting as "debtor in
possession."

     The Company is not certain when or if it will not likely emerge from
bankruptcy.  The Company is not able to predict if or identify the exact date
at which any such plan of reorganization will be approved.


ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

     (c)  Issuances of Equity Securities

          None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     See discussion above regarding filing in U.S. Bankruptcy Court for the
Northern District of Califoirnia.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


ITEM 5.  OTHER INFORMATION

     Not applicable.


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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.

 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


     (B)  Form 8-K

     The Company did not file any reports on Form 8-K during the three months
ending March 31, 2002.


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                                  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. Amato
                                     Ralph M. Amato, President, Chairman, & CFO


Date: April 12, 2002

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