|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, 2005                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                      
|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(State or other jurisdiction of 
incorporation or organization)                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                      
|5782 Caminito Empresa, La Jolla, California 92037(Address of principle 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, 2005 
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.  YesX     NO

i





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, 2005: 8,172,139.

ii







|BoysToys.com, Inc.            
|------------------------------
|                              
|TABLE OF CONTENTS             
|                              
|                              
|                              
|PART I - FINANCIAL INFORMATION
|                              
|                              
|                              
|                              
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|                              
|                              
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|PART II - OTHER INFORMATION   
|                              
|                              
|                              
|                              
|                              
|                              
|                              

1
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PART I - FINANCIAL INFORMATION



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



Item 1.  Financial Statements



|A | C | I | ARMANDO C. IBARRA
            Certified Public Accountants
             A Professional Corporation
|- | - | - | --------------------------------------------------------------------------------------------------





|Armando C. Ibarra, C.P.A.
Armando Ibarra, Jr., C.P.A., JD                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Members of the California Society of Certified Public Accountants
Members of the American Institute of Certified Public Accountants 
Members of the Better Business Bureau since 1997
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                      
|Report of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                      
|To the Board of Directors of
BoysToys.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                      
|We have reviewed the accompanying consolidated balance sheets of BoysToys.com, Inc. as of March 31, 2005 and December 31, 2004 and the related consolidated statements of operations, shareholders' deficit and cash flows for the three months ended March 31, 2005 and 2004.  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.
|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.                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                      
|/S/ Armando C. IbarraArmando C. Ibarra, CPA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Chula Vista, California
May 18, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|371 E Street, Chula Vista, CA 91910                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Tel:  (619) 422-1348                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Fax:  (619) 422-1465                                                                                                                                                                 

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|BOYSTOYS.COM, INC.                                  
|----------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                         
|As of March 31, 2005 and December 31, 2004          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|ASSETS                                              
|                                                    
|Current Assets:                                     
|                                                    
|                                                    
|Total Current Assets                                
|                                                    
|Property and Equipment, Net                         
|                                                    
|Other Assets:                                       
|                                                    
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|                                                    
|Total Other Assets                                  
|                                                    
|                                                    
|TOTAL ASSETS                                        
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|                                                    
|                                                    
|LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)      
|                                                    
|Current Liabilities:                                
|                                                    
|                                                    
|                                                    
|Total Current Liabilities                           
|                                                    
|                                                    
|TOTAL LIABILITIES                                   
|                                                    
|                                                    
|Shareholders' Equity (Deficit) :                    
|                                                    
|                                                    
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|                                                    
|                                                    
|Total Shareholders' Equity (Deficit)                
|                                                    
|                                                    
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
|                                                    
|                                                    
|                                                    

See Notes to Consolidated Financial Statements

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|BOYSTOYS.COM, INC.                                                  
|--------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS                               
|For the Three Months Ended March 31, 2005 and 2003                  
|                                                                    
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|                                                                    
|                                                                    
|Total General & Administrative Expenses                             
|                                                                    
|                                                                    
|Operating Income (Loss)                                             
|                                                                    
|Other Income (Expenses)                                             
|                                                                    
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|                                                                    
|Total Other Income (Expenses)                                       
|                                                                    
|                                                                    
|Deficit Before Income Taxes                                         
|Provision for Income Taxes                                          
|                                                                    
|                                                                    
|Net Income (Loss)                                                   
|                                                                    
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|Net income (loss) per share                                         
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|                                                                    
|Weighted average shares used for net income (loss) per share        
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|Net income (loss) per diluted share                                 
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|Weighted average shares used for net income (loss) per diluted share
|                                                                    
|                                                                    
|                                                                    

See Notes to Consolidated Financial Statements

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|BOYSTOYS.COM, INC.                                 
|---------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS              
|For the Three Months Ended March 31, 2005 and 2004 
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Cash Flows from Operating Activities:              
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|                                                   
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|Net cash provided by (used in) operating activities
|                                                   
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|Cash Flows from Investing Activities:              
|                                                   
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|                                                   
|                                                   
|Net cash provided by (used in) investing activities
|                                                   
|                                                   
|                                                   
|                                                   
|Net increase (decrease) in cash                    
|                                                   
|Cash at beginning of period                        
|                                                   
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|Cash at end of period                              
|                                                   
|                                                   
|                                                   
|                                                   
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: 
|                                                   
|Cash paid during the period for:                   
|                                                   
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|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   

See Notes to Consolidated Financial Statements

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BOYSTOYS.COM, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2005



NOTE 1 - ORGANIZATION AND BUSINESS



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



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



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



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



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



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



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

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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2005



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 inter-company 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 were stated at cost.  The Company capitalizes all leasehold improvements, equipment and fixtures in accordance with Generally Accepted Accounting Principles.  Equipment and fixtures were depreciated using the straight-line method over the estimated asset lives ranging from 3 to 7 years.  Leasehold improvements were 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.  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 was being amortized consistent with the leasehold improvements.



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.

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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2005



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)



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.



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).

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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2005



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Basic Loss Per Share (Continued)



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.



NOTE 3 - NOTE RECEIVABLE - OFFICER



A note receivable in the amount of  $32,738 is due from an officer of the Company as of March 31, 2005.  This note accrued interest at 5.85% up until the bankruptcy filing.



NOTE 4 - 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 Year Ended 
December 31, 2004
|--------------------------------- | -------------------------------------
|                                  |                                      
|Deferred tax assets:              |                                      
|Net operating loss carry-forwards | $                                    
|Other                             |                                      
|                                  |                                      
|Gross deferred tax assets         |                                      
|Valuation allowance               |                                      
|                                  |                                      
|Net deferred tax assets           | $                                    
|                                  |                                      
|                                  |                                      
|                                  |                                      



As of March 31, 2005, the Company has net operating loss carry-forwards for both federal and state income tax purposes of approximately $6,300,000, which will expire 20 years from the date the loss was incurred.  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.

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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2005



NOTE 5 - NOTES PAYABLE - CONVERTIBLE DEBT

Notes payable as of March 31, 2005, 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 is 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 note 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 note 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
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |             

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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2005



NOTE 5 - NOTES PAYABLE - CONVERTIBLE DEBT (Continued)

Accrued interest related to notes payable totaled $193,860 as of March 31, 2005. 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 7, and this had a significant effect on the repayments of notes payable.  Interest accruals ceased as of the filing date.



NOTE 6 - 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.  Since 1999 the Company has not issued any additional stock compensation.

NOTE 7 - 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.

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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2005



NOTE 7 - BANKRUPTCY (Continued)

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 the search for other ventures.

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



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



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



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



Background



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.

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Results of Operations



First Quarter 2004 vs. First Quarter 2005



During the first three months ending March 31, 2005 ("First Quarter 2005"), 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, 2004 ("First Quarter 2004"), the Company recorded no sales revenues.



The Company did not record ant Cost of Sales, Depreciation & Amortization Expense, or General & Administrative Expenses during either the First Quarter 2004 or during the First Quarter2005. In addition, during both periods the Company recorded no Interest Expense and no Interest Income.



As a result, the Company recorded no Net Income during both First Quarter 2004 and during First Quarter 2005.



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.



While the Company had Cash of $687,971 as of March 31, 2005.  All of the Cash shown on the Company's Balance Sheet as of March 31, 2005 will not be available to the Company for any purpose except in accordance with the requirements and orders of the Court.  Thus, all of the Cash shown on the Balance Sheet will not be available for use by the Company.



The Company did not issue any additional shares of its Common Stock or Preferred Stock during First Quarter 2005 or First Quarter 2004.

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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.



Item 1a.  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.Order of Bankruptcy Court - Dissolution & Liquidation of Company.  On October 6, 2002, the United States Bankruptcy Court for the Northern District of California ordered the dissolution and liquidation of the Company and its assets.  This followed a prior order of the Court on September 12, 2002, wherein all of the Company's assets and operations were ordered transferred.  All of the Cash shown on the Company's balance sheet is to be used to pay administrative claims, priority claims, and other allowed claims pursuant to the order of the Court.  In addition, the Company may continue to pay obligations to creditors.  The amount of any such remaining obligations can not be determined but the amounts may be very substantial and well beyond the Company's ability to pay or reduce any said obligations. All of the Cash shown on the Company's Balance Sheet as of March 31, 2005 will not be available to the Company for any purpose except in accordance with the requirements and orders of the Court.  Thus, all of the Cash shown on the Balance Sheet will not be available for use by the Company to grow or acquire any interest in any other business.

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



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



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



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

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



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



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



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

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10.  Rule 144 Stock Sales. As of December 31, 2004, the Company had 1,520,437 shares of the Company's outstanding Common Stock as "restricted securities" which may be sold only in compliance with Rule 144 adopted under the Securities Act of 1933 or other applicable exemptions from registration. Rule 144 provides that a person holding restricted securities for a period of one year may thereafter sell in brokerage transactions, an amount not exceeding in any three month period the greater of either (i) 1% of the Company's outstanding Common Stock, or (ii) the average weekly trading volume during a period of four calendar weeks immediately preceding any sale.  Persons who are not affiliated with the Company and who have held their restricted securities for at least two years are not subject to the volume limitation. Possible or actual sales of the Company's Common Stock by present shareholders under Rule 144 may have a depressive effect on the price of the Company's Common Stock if any liquid trading market develops.



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



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



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.

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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.

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PART II



Item 1.  Legal Proceedings



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.



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 California.



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                                       
|                                                              |                                                                           
|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 did not file any reports on Form 8-K during the three months ending March 31, 2005.

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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: May 23, 2005 |                                           

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