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

                                 FORM 10-QSB
(Mark One)
[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended September 30, 2000
                                      OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ________N/A_______ to ____________

                       Commission file number: 000-28684

                              BoysToys.com, Inc.
                              ------------------
             (Exact Name of Small Business Issuer in Its Charter)

              CALIFORNIA                              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
                                --------------
                Issuer's telephone number, including area code

            7825 Fay Avenue, Suite 200, La Jolla, California 92037
            ------------------------------------------------------
             (Former Name, Former Address, and Former Fiscal Year,
                        If Changed Since Last Report)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
                                Yes [X] No [ ]

The number of shares outstanding of the Registrant's Common Stock as of
September 30, 2000 was 8,172,139 shares.

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

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

Item 1.  Financial Statements
         Report of Independent Auditors  . . . . . . . . . . . . . . . . F- 1
         Consolidated Balance Sheets
           September 30, 2000 (unaudited) and September 30, 1999 . . . . F- 2
         Consolidated Statements of Operations (unaudited)
           Three Months Ended September 30, 2000 (unaudited)
           and Three Months Ended September 30, 1999 (unaudited)
           and Nine Months Ended September 30, 2000 (unaudited)
           and Nine Months Ended September 30, 1999  . . . . . . . . . . F- 3
         Consolidated Statements of Cash Flows (unaudited)
           Nine Months Ended September 30, 2000 and September 30, 1999 . F- 4
         Notes to Consolidated Financial Statements (unaudited)  . . . . F- 5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations . . . . . . . . . . . . . . . . . . .   17
Item 2A. Factors That May Affect Future Results  . . . . . . . . . . . .   39


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .   44
Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . .   45
Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . .   46
Item 4.  Submission of Matters to a Vote of Security Holders . . . . . .   46
Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . .   46
Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . .   46

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
</TABLE>


===============================================================================
<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 sheets of BoysToys.com,
Inc. as of September 30, 2000 and September 30, 1999 and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the nine months then ended, in accordance with Statements on
Standards for Accounting 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.



/S/ ARMANDO C. IBARRA, CPA
--------------------------
ARMANDO C. IBARRA, CPA


Chula Vista, California
October 26, 2000


                                     F- 1
===============================================================================
<PAGE>
<TABLE>
                              BOYSTOYS.COM, INC.
                         CONSOLIDATED BALANCE SHEETS
                      AS OF SEPTEMBER 30, 2000 AND 1999
<CAPTION>

                                                  2000          1999
                                               ----------    ----------
<S>                                            <C>           <C>
                   ASSETS
     Current Assets:
          Cash                                 $    1,965    $   14,449
          Inventory                                40,346          -
          Prepaid expenses                         12,082         4,000
          Employee advances                            29          -
          Construction deposits                      -           47,971
                                               ----------    ----------
     Total Current Assets                          54,422        66,420

     Property and Equipment, Net                2,769,026     2,378,393

     Other Assets:
          Note Receivable - Officer                93,569        37,073
          Investment in Fine Art                   16,000          -
          Deposits                                 56,726        64,715
                                               ----------    ----------
     Total Other Assets                           166,295       101,788
                                               ----------    ----------
     TOTAL ASSETS                              $2,989,743    $2,546,601
                                               ==========    ==========


     LIABILITIES AND SHAREHOLDERS' EQUITY

     Current Liabilities:
          Accounts payable                     $   88,671    $  622,969
          Equipment payable                        33,325          -
          Accrued interest on convertible debt    200,440       108,233
          Convertible Debt                      1,917,132     1,260,980
                                               ----------    ----------
     Total Current Liabilities                  2,239,568     1,992,182
                                               ----------    ----------

     TOTAL LIABILITIES                          2,239,568     1,992,182


     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 and 5,723,283
          as of September, 2000 and 1999,
          respectively)                            81,721        58,233
     Additional Paid-in-capital                 9,535,158     8,033,136
     Common stock subscribed                      (62,500)      (62,500)
     Deficit accumulated during the
          development stage (to 12/31/99)      (7,856,576)   (7,474,450)
     Deficit for the period January 1
          through September 30, 2000             (947,628)         -
                                               ----------    ----------
     Total Shareholders' Equity                   750,175       554,419
                                               ----------    ----------

     TOTAL LIABILITIES AND
          SHAREHOLDERS' EQUITY                 $2,989,743    $2,546,601
                                               ==========    ==========
<FN>
        See Accountants' Report and Notes to the Financial Statements.
</TABLE>

                                     F- 2
===============================================================================
<PAGE>
<TABLE>
                              BOYSTOYS.COM, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                             For the nine months         For the three months
                                               ended Sept 30,              ended Sept 30,
                                             2000          1999          2000          1999
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
Revenues:
  Sales                                   $ 1,636,556   $         0   $   565,393   $         0
  Cost of Sales                               368,276             0       102,211             0
                                          -----------   -----------   -----------   -----------
  Gross Profit                              1,268,280             0       463,182             0

  General and Administrative Expenses      (1,974,720)   (3,691,556)     (745,845)   (3,597,792)
Total General & Administrative Expenses    (1,974,720)   (3,691,556)     (745,845)   (3,597,792)
                                          -----------   -----------   -----------   -----------
Operating loss                               (706,440)   (3,691,556)     (282,663)   (3,597,792)

Other Income (Expenses):
  Interest Income                               1,436         4,064            19         2,370
  Interest Expense                           (241,824)     (460,025)     (107,781)     (427,105)
                                          -----------   -----------   -----------   -----------
Total Other Income (Expenses)                (240,388)     (455,961)     (107,762)     (424,735)

Deficit Before Income Taxes                  (946,828)   (4,147,517)     (390,425)   (4,022,527)

Provision for Income Taxes                       (800)         (600)         -             (800)
                                          -----------   -----------   -----------   -----------
Net loss                                  $  (947,628)  $(4,148,117)  $  (390,425)  $(4,023,327)
                                          ===========   ===========   ===========   ===========

Net loss per share                        $    (0.13)   $    (0.81)   $    (0.05)   $    (0.79)
                                          ===========   ===========   ===========   ===========

Weighted average shares used
  for net loss per share                    7,298,639     5,114,379     7,298,639     5,114,379
                                          ===========   ===========   ===========   ===========

Net loss per diluted share                $    (0.08)   $    (0.48)   $    (0.02)   $    (0.46)
                                          ===========   ===========   ===========   ===========

Weighted average shares used
  for net loss per diluted share           10,509,622     8,407,698    10,509,622     8,407,698
                                          ===========   ===========   ===========   ===========
<FN>
        See Accountants' Report and Notes to the Financial Statements.
</TABLE>


                                     F- 3
===============================================================================
<PAGE>
<TABLE>
                              BOYSTOYS.COM, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                For the nine months         For the three months
                                                  ended Sept 30,              ended Sept 30,
                                                2000          1999          2000          1999
                                             -----------   -----------   -----------   -----------
<S>                                          <C>           <C>           <C>           <C>
Cash Flows from Operating Activities:
  Net  Loss                                  $  (947,628)  $(4,148,117)  $  (390,425)  $(4,023,327)
  Non-cash operating activities included
    in operating deficit:
    Amortization and Depreciation                401,446          -          235,372          -
  (Increase) decrease in assets :
    Inventory                                    (40,346)         -            9,088          -
    Prepaid expenses & Deposits                   (9,082)       20,000        20,112         9,314
    Stock issuances for services & directors        -        3,853,841          -             -
    Employee advances                                (29)         -              300          -
    Note receivable-officer                      (55,977)       (1,558)       (3,880)       (1,063)
  Increase (decrease) in liabilities :
    Accounts payable                              17,745         1,265        (7,262)       21,211
    Equipment contract payable                    33,325       (27,715)         -             -
    Accrued interest                              35,911        51,384        65,822       (73,782)
                                             -----------   -----------   -----------   -----------
Net cash used in operating activities           (564,635)     (250,900)      (70,873)   (4,067,647)
                                             ===========   ===========   ===========   ===========

Cash Flows from Investing Activities
    Purchase of equipment and improvements       (94,556)   (1,648,014)       (6,019)     (986,032)
    Investment in fine art                       (16,000)         -           (1,000)         -
                                             -----------   -----------   -----------   -----------
Net cash used in investing activities           (110,556)   (1,648,014)       (7,019)     (986,032)
                                             ===========   ===========   ===========   ===========

Cash Flows from Financing Activities :
  Increase (decrease) in convertible notes      (366,482)       38,540       (50,122)      153,625
  Stock issuances                              1,043,636     1,887,379       107,825     4,592,677
  Decrease in bank overdraft                        -          (12,556)         -             -
                                             -----------   -----------   -----------   -----------
Net cash provided by financing activities        677,154     1,913,363        57,703     4,746,302
                                             ===========   ===========   ===========   ===========

Net increase in cash                               1,963        14,449       (20,189)     (307,377)

Cash at Beginning of Period                            2          -           22,154        56,331
                                             -----------   -----------   -----------   -----------
Cash at End of Period                        $     1,965   $    14,449   $     1,965   $  (251,046)
                                             ===========   ===========   ===========   ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :

Cash Paid During the Year for :
  Interest ( Net of amount capitalized )     $    23,384   $      -      $    18,959   $      -
                                             ===========   ===========   ===========   ===========
  Income Taxes $                                    -      $      -      $      -      $      -
                                             ===========   ===========   ===========   ===========
<FN>
        See Accountants' Report and Notes to the Financial Statements.
</TABLE>


                                     F- 4
===============================================================================
<PAGE>
                              BOYSTOYS.COM, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SPTEMBER 30, 2000


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").
BoysToys.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, which will be the
operating entity for the first such nightclub facility in San Francisco,
California.

On January 15, 1998, AEI Nevada acquired 80% of the outstanding common stock of
Wagg.  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 owned 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 during the previous two years 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.  On January 26, 2000 operations commenced
at the Company's first location in San Francisco.


                                     F- 5
===============================================================================
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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.

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.  No depreciation or amortization was recorded in 1998 because the
Company was in the development stage and the assets had not yet been placed
into service.  Equipment and fixtures are being depreciated using the straight-
line method over the estimated asset lives ranging from 3 to 7 years.
Leasehold improvements will be amortized using the straight-line method over
the shorter of the life of the improvements or the length of the lease.  The
company started recording depreciation and amortization expense in 1999
consistent with generally accepted accounting principles.

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.


                                     F- 6
===============================================================================
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 is capitalized and will be
amortized consistent with the leasehold improvements.   Capitalized interest as
of September 30, 2000 totaled $284,496.

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
===============================================================================
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.  During the years ended December 31, 1997 and 1998 options to
purchase zero and 120,000 common shares, respectively, were anti-dilutive and
have been excluded from the weighted average share computation.  Furthermore,
the stock options issued to an officer of the Company in 1999 have also been
excluded from the weighted average share computation.

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.

INVENTORY

Inventories are materials related to the Company's marketing and selling of
golf balls through its subsidiary.  All inventory items are stated at the lower
of cost (first-in, first-out) or market value.

INVESTMENT - FINE ART

Investments in original works of art are classified as fine art and carried at
cost.  These works of art are used primarily to decorate the interior of the
Company's facility in San Francisco.  However, the art displayed is also
available for purchase by the patrons.


                                     F- 8
===============================================================================
<PAGE>

NOTE 3 - NOTE RECEIVABLE - OFFICER

A note receivable in the amount of $ 93,569 is due from an officer of the
Company as of September 30, 2000.  This note bears interest at 5.85% and is due
upon demand.

NOTE 4 - BARTER CREDIT

On February 18, 1998, the Company purchased $530,000 of Barter Credits via the
future issuance of 100,000 shares of common stock of the Company.  The Barter
Credits entitle the Company to receive goods and services with a fair value
estimated at $530,000 in excess of cash payments made.  Management has valued
the Barter Credits at $100,000, which is management's estimate of the fair
value of the Company's common stock at the time the transaction was entered
into.  As the Company utilizes the Barter Credits, it will record a stock
issuance for par value and additional paid-in capital for the excess of the
fair value of the goods and/or services received over cash payments made plus
the pro-rata portion of the available Barter Credits utilized to the fair value
of the Barter Credits estimated ($100,000) by the Company.  The shares to be
issued are subject to restrictions on their transferability of up to two years.
The Barter Credits expire sixty months from February 18, 1998, unless the
Company has used at least $100,000 of the Barter Credits during this period,
which will extend the remaining Barter Credits through February 18, 2008.
Management has elected to omit the $100,000 asset reflected in the 1998
financial statements and the
paid-in capital associated with it.

NOTE 5 - PROPERTY AND EQUIPMENT
<TABLE>
Property and equipment as of September 30, 2000 consists of the following:
     <S>                                        <C>
     Equipment and fixtures                          324,233
     Leasehold improvements:
          Capitalized construction costs           2,931,717
          Capitalized interest                       284,496
     Less: accumulated depreciation                 (771,420)
                                                ------------
                                                $  2,769,026
                                                ============
</TABLE>
     Depreciation expense for the nine months ended September 30 was $385,803.
<TABLE>
NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
<CAPTION>
                                               Sept. 30, 2000
                                               --------------
     <S>                                        <C>
     Accounts payable                           $     88,671
     Accrued expenses                                  -0-
                                                ------------
                                                $     88,671
                                                ============
</TABLE>


                                     F- 9
===============================================================================
<PAGE>

NOTE 7 - NOTES PAYABLE
<TABLE>
Notes payable as of September 30, 2000 consist of the following:

<S>                                                            <C>
Secured promissory notes with issuance dates
ranging from September 1995 to September 2000,
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 Company common stock.  These notes
were not paid at their maturity dated and are due
upon demand.                                                      466,940

Unsecured convertible promissory note which is
not to exceed $1,500,000.  Interest accrues at 12%
per year, payable quarterly.  Principal, and any
accrued interest, is payable on or before
January 23, 2001.                                               1,060,192

Unsecured short-term note issued on January 23, 2000
with an interest rate at 10% per annum.  Interest
was prepaid with 50,000 shares.  Principal is payable
on or before January 31, 2001.                                    100,000

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.                                                        290,000
                                                               ----------
                                                               $1,917,132
                                                               ==========
</TABLE>
Accrued interest related to notes payable totaled $200,440 as of
September 30, 2000.


                                     F- 10
===============================================================================
<PAGE>

NOTE 8 - SHAREHOLDERS' EQUITY

STOCK OPTIONS ISSUED ON CONVERSION OF ACCOUNTS PAYABLE

During the year ended December 31, 1998, the Company issued options to purchase
60,000 shares of common stock at an exercise price of $1 per share, on the
conversion of $90,000 of accounts payable.  None of the options have been
exercised and expire on December 31, 2000.

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.  No issuances have occured in the current year.
<TABLE>
A summary of the activity of the stock options for the nine months ended
September 30, 2000 is as follows:
<CAPTION>
                                                       Weighted Average
                                                   Share      Exercise Price
                                                -----------   --------------
     <S>                                        <C>              <C>
     Outstanding at beginning of period           1,970,000        0.75
     Granted                                          -0-          0.25
     Forfeited                                        -0-
     Exercised                                        -0-          0.25

     Exercisable at end of period               $ 1,970,000        0.35
                                                -----------   --------------

     Weighted-average remaining contractual life                 10 years
                                                              --------------
</TABLE>


                                     F- 11
===============================================================================
<PAGE>

NOTE 9 - INCOME TAXES
<TABLE>
Provision for income taxes is summarized as follows:
<CAPTION>
                               Year ended December 31, 2000
<S>                                      <C>
     Current income taxes                $    (800)
     Deferred income taxes                    -
                                         ---------
     Provision for income taxes          $    (800)
                                         =========
</TABLE>
<TABLE>
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:
<CAPTION>
                                                    December 31,
                                               1999             1998
                                           ------------     ------------
     <S>                                   <C>              <C>
     Deferred tax assets:
     Net operating loss carryforwards      $  2,248,725     $  1,008,000
     Other                                        -0-             12,000
                                           ------------     ------------
     Gross deferred tax assets                2,248,725        1,020,000
     Valuation allowance                     (2,248,725)      (1,020,000)
                                           ------------     ------------
          Net deferred tax assets          $      -0-       $      -0-
</TABLE>
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforward
losses are expected to be available to reduce taxable income.  As the
achievement of required future taxable income is uncertain, the Company
recorded a valuation allowance.

As of December 31, 1999, the Company has net operating loss carryforwards for
both federal and state income tax purposes of approximately $7,800,000, which
expire through 2019.  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.  There was
no deferred income tax computed or accumulated for the first nine months of
year 2000.


                                     F- 12
===============================================================================
<PAGE>
<TABLE>
NOTE 10 - 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 September 30, 2000, minimum annual rental
commitments under this non-cancelable lease were as follows:
<CAPTION>
          Year Ending
          -----------
          <S>            <C>
             2000           51,960
             2001          201,600
             2002          201,600
             2003          201,600
          Thereafter       128,400
                         ---------
                         $ 785,160
                         =========
</TABLE>
Rent expense for the nine months ended September 30, 2000 was $139,593.

NOTE 11 - DEVELOPMENT STAGE

In subsequent years the Company was classified as a development stage company
based on accounting guidelines.  However, the Company commenced operations on
January 26, 2000 and thus is no longer classified as a development stage
company.

NOTE 12 - GOING CONCERN

As shown in the accompanying financial statements the Company has incurred a
deficit of $501,567 and $976,390 for the years ended December 31, 1997 and
1998, respectively, and incurred a deficit totaling $7,856,756 to
December 31, 1999, and for the nine months ended September 30, 2000 has
incurred an operating loss of $895,303.  The ability of the Company to continue
as a going concern is dependent on the significant generation of revenue from
the Company's facility in San Francisco, California.  The financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.

NOTE 13 - SUBSEQUENT EVENTS

CONVERTIBLE DEBT

Management expects that the other outstanding convertible debt of $1,422,692
will be fully converted by March 2001.


                                     F- 13
===============================================================================
<PAGE>
NOTE 13 - SUBSEQUENT EVENTS (continued)

LITIGATION

Two subcontractors involved in the construction of the facility in
San Francisco, Superior Heating and Tucknott, filed mechanics liens against the
Company and the general contractor.  However, the Company believes that only
the general contractor should be liable.  The general contractor has made
payment arrangements with both of these subcontractors.


                                     F- 14
===============================================================================
<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-KSB for year ended December 31, 1999, a copy of
which may be obtained by writing to BoysToys.com, Inc., 412 Broadway,
San Francisco, California 94133.

COMPANY STRUCTURE

     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.

THE COMPANY'S BUSINESS

     The Company, through its wholly-owned subsidiary, RMA of San Francisco,
Inc., a California corporation ("RMA") owns and operates an upscale gentlemen's
club in San Francisco, California (the "Club") under the name, "Boys Toys
Club."  The Company originally intended to operate the Club through Boys Toys
Cabaret Restaurants, Inc., a California corporation ("BTC Restaurants") that is
currently a dormant corporation with no operations or assets.  All assets and
operations of BTC Restaurants have been assigned to RMA.

     The Company has the following subsidiaries: RMA, BTC Restaurants, and
Alternative Entertainment, Inc., a Nevada corporation ("AEI-Nevada") of which
only RMA has any assets or operations.

INTERNET-RELATED MATTERS

     While the Company's name includes the ".com" moniker, this  reflected the
Company's original intention to pursue business activities involving the use of
the internet.  Currently, the Company has not had sufficient financial or
managerial resources to pursue or develop any significant internet related
business: (i) the Company has an internet Web Site for the Company's public and
investor relations (namely, Boystoys.com) (the "Corporate Web Site") and
(ii) six sites that opened in October 1999 and which have remained in
development only (namely, Super-teens.com, Sexyyoungasians.com, Red-hotsex.com,
Pussysource.com, Peeing-girls.com, and Strange-insertions.com) (the
"Developmental Web Sites").

                                     - 17 -
===============================================================================
<PAGE>
     The Company believes that its Corporate Web Sites are useful in giving the
Company an internet presence or identity for its customers, vendors, and
stockholders  Given the location of the Company's Club in San Francisco,
California as a venue for business travelers and the possible use of the
internet by visitors to San Francisco (and by San Francisco-area residents),
the Company believes that its Corporate Web Sites are important to disseminate
information regarding the Company, the Club, and the Club menu and interior
decor.

     The six Developmental Web Sites, which were opened in October 1999, were
intended by the Company as an experiment to assist the Company's management in
becoming familiar with adult internet pay sites (i.e., Web Sites that generate
revenues from monthly subscriber fees).

     Currently, the Developmental Web Sites are adult-only Web Sites and each
offers monthly memberships to subscribers at $29.95 per month or $49.95 for
three months. The Company's receives assistance in the operation of each of the
Developmental Web Sites from the following vendors pursuant to oral agreements
as follows: (i) I-Gallery provides adult live-streaming video content at $1,495
per month under a month to-month arrangement with the Company; (ii) Web 800
Service provides merchant card services at a fee equal to 15% of any credit
card amounts collected under a month-to-month arrangement with the Company; and
(iii) Spotted Fly Technologies is paid $495 per month for hosting the Company's
Corporate Web Sites and the Developmental Web Sites under a month-to-month
arrangement with the Company.  From inception in October 1999 through
December 31, 1999, the Company derived an aggregate of $916.00 in revenues from
the Developmental Web Sites; and throughout this period the Company's
management has been and remains primarily focused on meeting the managerial and
financial obligations related to the opening and currently the operation of the
Company's Club.

     The Corporate Web Sites and the Developmental Web Sites (together with
five inactive but registered Web Sites) required that the Company expend $70
per Web Site or an aggregate of $910 to register the domain names of all these
13 Web Sites.  The five inactive Web Sites are as follows: Onlinecontent.com,
Boystoysgambling.com, Boystoyslottery.com, Boystoysgaming.com,
Boystoyshorseracing.com. While the Company registered these Web Sites, the
Company has determined that it does not intend to enter into on-line internet
gaming, horse racing, or any other gambling-related business activities.  As a
result, these Web Sites were never developed, tested, and are not on-line.

     The Company is continuing to evaluate the Developmental Web Sites and may
add or delete to the list of its Developmental Web Sites as the Company's
financial and managerial resources allows.  Further, and subject to the
Company's successful operation of its existing Club, the Company anticipates
that it will explore, within the next 18 months, the acquisition of one or more
established adult-related gentlemens clubs and/or entertainment internet
business opportunities that would compliment the Company's existing Club.  In
the event that the Company undertakes any one or more acquisitions, an
acquisition will likely meet the following criteria:

     1.  Other upscale gentlemens clubs located in major metropolitan areas;

     2.  Adult-only Internet Web Sites (Web Sites that require a subscriber to
         pay monthly subscription fees);

                                     - 18 -
===============================================================================
<PAGE>
     3.  Pre-recorded and/or live-streaming video content providers or vendors
         that provide adult-related video content marketable through
         adult-related Internet Web Sites (these vendors record live
         performances by adult entertainers that may be viewed in real time by
         subscribers to adult-only Internet Web Sites); and

     4.  Other business enterprises that possess proprietary technology or
         video compression technology that may be used in conjunction with any
         adult-only Internet Web Sites and/or pre-recorded or live-streaming
         video content that the Company may otherwise offer.

     Currently, the Company has not identified any acquisition candidates or
otherwise conducted any review or evaluation of any precise acquisition target
or related strategy.  The Company has not retained and will likely not have the
financial and managerial resources to obtain independent investment banking or
similar advice in connection with any such acquisition but will likely rely
primarily upon evaluation made by its management.  In addition, in the event
that the Company implements an acquisition strategy, the Company will likely be
limited to using its common stock, preferred stock, or a debt security as
consideration in any such transaction.  This may well limit the Company's
ability to complete any acquisitions since many sellers prefer to sell their
business in exchange for a cash payment.

PRIOR PUBLIC OFFERING OF SUBSIDIARY & PRIOR FILING DEFICIENCIES

     The Company's subsidiary, AEI-Nevada, previously filed a Registration
Statement on Form SB-2 with the U.S. Securities and Exchange Commission (the
"Registration Statement") for a proposed public offering of over $11 million
(the "Prior Public Offering").

     AEI-Nevada's Registration Statement for the Prior Public Offering became
effective on July 3, 1996 and on September 15, 1996, AEI-Nevada filed Form 8-A.

     The Prior Public Offering was conducted on an "all or none" basis.  This
meant that unless all of the securities that were the subject of AEI-Nevada's
Prior Public Offering were sold, all of the funds received and deposited in the
escrow account (the "Escrow Account") established by AEI-Nevada at First
National Bank (the "Escrow Agent") would be refunded to each purchaser.

     All funds received by AEI-Nevada in the Prior Public Offering were
deposited with the Escrow Agent.  AEI-Nevada was not successful in obtaining
the services of an underwriter and AEI-Nevada was not successful in selling all
of the securities that were the subject of the Prior Public Offering.  As a
result: (1) the Escrow Agent refunded all monies received and deposited into
the Escrow Account to each purchaser of the securities in the Prior Public
Offering; (2) AEI-Nevada did not sell any of the securities that were the
subject of the Prior Public Offering; and (3) AEI-Nevada did not raise any
capital in the Prior Public Offering.
                                     - 19 -
===============================================================================
<PAGE>
     However, under Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), AEI-Nevada was obligated to file with the U.S. Securities and
Exchange Commission (the "Commission") all reports required by Section 13(a) of
the Exchange Act for the year ending December 31, 1996 and thereafter unless
AEI-Nevada had less than 300 shareholders of record and AEI-Nevada filed
Form 15 within 30 days after the beginning of any fiscal year following the
year in which the Registration Statement for the Prior Public Offering became
effective.

     Although AEI-Nevada's Prior Public Offering failed with the result that no
securities were sold and all funds deposited with the Escrow Agent were
refunded, AEI-Nevada was obligated to file the following reports with the
Commission in accordance with Section 15(d) of the Exchange Act and Rules 15d-1
through 15d-13 thereunder:

     A.  ANNUAL REPORT.  AEI-Nevada was required to file Form 10-KSB for the
         1996 fiscal year ending December 31st for 1996, 1997, 1998, and 1999;

     B.  QUARTERLY REPORT.  AEI-Nevada was required to file a Form 10-QSB for
         the third quarter in 1996 and for each calendar quarter commencing
         with the first quarter, second quarter, and third quarter of 1997,
         1998, 1999, and the first quarter of 2000; and

     C.  SPECIAL REPORTS.  AEI-Nevada was required to file Form 8-K upon the
         occurrence of any one or more events enumerated in the instructions
         for Form 8-K for all time periods following July 3, 1996 to the
         present.

     And, under Section 13(b)(2) of the Exchange Act, AEI-Nevada was obligated
to make and keep books, records, and accounts, in reasonable detail, maintain a
system of internal accounting controls for the proper execution and recording
of financial transactions, control access to AEI-Nevada's assets in accordance
with management's authorizations, and reconcile and take appropriate action
with respect to AEI-Nevada's assets, accounts, and records at reasonable
intervals.

     Finally, and in connection with the Prior Public Offering, AEI-Nevada
failed to properly file Form SR with the Commission in accordance with Rule 463
of the Securities Act of 1933 and meet the filing requirements thereunder. In
general, Form SR is used to report an issuer's public offering of securities
and use of the proceeds received from a public offering.

      Form SR should have been filed within three months and ten days after
July 3, 1996 and the Rule requires that one or more additional filings of
Form SR are required each six months thereafter until all funds received from a
public offering have been applied.  Since AEI-Nevada did not receive any
proceeds from the Prior Public Offering, AEI-Nevada should have filed Form SR
to accurately report the failure of the Prior Public Offering and the lack of
any proceeds from the Prior Public Offering.  Finally, AEI-Nevada failed to
file a request with the Commission to withdraw its Registration Statement.

                                     - 20 -
===============================================================================
<PAGE>
     Although AEI-Nevada filed Form 15 on March 15, 1997 with the Commission to
terminate its registration under Section 12(g) of the Exchange Act (which
served to terminate AEI-Nevada's obligation to file an Annual Report, Quarterly
Reports, and Special Reports (as described above) required by Section 12(g) of
the Exchange Act), this filing did not terminate AEI-Nevada's obligations to
file an Annual Report, Quarterly Reports, and Special Reports (as described
above) under Section 15(d) of the Exchange Act.  Further, the filing of Form 15
did not reduce or eliminate the Company's obligation to properly file Form SR
or meet its record keeping requirements under Section 13(b)(2) of the Exchange
Act.

     The Company would likely assert that although AEI-Nevada failed to:
(i) file the Reports (described above) required by Section 15(d) of the
Exchange Act; (ii) file and adhere to the requirements for filing Form SR; and
(iii) failed to adhere to the record keeping requirements of Section 13(b)(2)
of the Exchange Act, these failures were inadvertent and unintentional, did not
result in any injury or loss to any investor, and AEI-Nevada did not receive
any monies or issue any securities as a result of the Prior Public Offering.

     The failure of AEI-Nevada to fulfill its obligations to file the reports
required under Section 15(d) of the Exchange Act, to file Form SR in a timely
and accurate basis, and to otherwise observe the record keeping requirements
required by Section 13(b)(2) of the Exchange Act may subject AEI-Nevada, the
Company, and any persons who may be found to have participated in these matters
to liability under Section 20 of the Exchange Act and may subject AEI-Nevada
and such persons to enforcement actions by the Commission under Section 21 and
other provisions of the Exchange Act.

    Further, and to the extent that the Company incurs any costs or expenses
with resulting damage or injury to any holder of the Company's Common Stock or
any promissory notes issued by the Company, the Company may incur liability
under state and federal anti-fraud statutes and similar laws for any failure to
disclose these liabilities to any person who purchased the Company's common
stock or promissory notes without sufficient disclosure of the liabilities
faced by the Company.

     In an attempt to address these problems, AEI-Nevada proposed the following
to the Commission: (1) that AEI-Nevada file Form 15 to terminate its
obligations under Section 15(d); (2) that AEI-Nevada file Form SR in connection
with the Prior Public Offering; and (3) AEI-Nevada will file a letter with the
Commission requesting the withdrawal of the Registration Statement.  The
Company is also conducting an evaluation of the events and actions taken by
AEI-Nevada to ensure that AEI-Nevada's failure to fulfill its obligations under
federal securities laws will not reoccur.

     However, although the Company and AEI-Nevada are taking the above actions,
there can be no assurance that the Company will successfully avoid incurring
any liability, costs, or expenses incurred in connection with these problems.

                                     - 21 -
===============================================================================
<PAGE>
THE SAN FRANCISCO CLUB

     Construction of the 15,000 square foot Club was completed in October 1999
at which time the Company received its certificate of final completion.  The
Company has secured an alcoholic beverage license, a cabaret license, and all
other licenses and permits required by the City and County of San Francisco,
California.  The Club opened on January 26, 2000 and has remained in operation
since that date.

     A subsidiary, Alternative Entertainment, Inc., a Nevada corporation ("AEI-
Nevada") was initially formed to engage in the business of developing, owning,
and operating upscale nightclubs providing exotic dance entertainment combined
with private membership men's clubs and contemporary-styled full service
restaurants and bars.  On January 15, 1998, 80% of the Company's Common Stock
was acquired by AEI-Nevada and the Company changed its name from Wagg Corp. to
Alternative Entertainment, Inc. On January 26, 1998, AEI-Nevada, as the
majority stockholder of the Company, effected a one for two reverse split of
the Company's common stock and approved an amendment to the Company's
Certificate of Incorporation to change the Company's name to Alternative
Entertainment, Inc. and to authorize the issuance of up to 8,000,000 shares of
Preferred Stock.  The Company has not issued any Preferred Stock and has no
Preferred Stock outstanding.

     Following these actions and on January 28, 1998, AEI-Nevada's Board of
Directors voted to approve the exchange of one share of the Company's Common
Stock for each share of AEI-Nevada common stock outstanding.  This resulted in
AEI-Nevada becoming a subsidiary of the Company.  As a result, AEI-Nevada
became a wholly-owned subsidiary of the Company.  Subsequently and on
December 29, 1998, a majority of the Company's shareholders approved an
amendment to the Company's Certificate of Incorporation to change the Company's
name to BoysToys.com, Inc.

     On February 18, 1998, the Company entered into an agreement (the "Purchase
Agreement") with ITEX USA, Inc. ("ITEX") whereby ITEX has agreed to provide the
Company with up to $530,000 cash credit (the "Cash Credit") to be applied to
the Company's purchase of $530,000 in goods and services at prices equal to the
lowest price (as verified in writing); that is, under the Purchase Agreement
that the Company executed with ITEX , the Company holds a Cash Credit equal to
$530,000 and the Company has the right to obtain goods and services from ITEX
up to the maximum amount of the $530,000 Cash Credit such that the price
accorded any such goods or services so obtained is to be equal to the lowest
price verified in writing by competitive bid as agreed between the Company and
ITEX.

     ITEX is a barter exchange company that offers goods and services that it
acquires through barter from others. Under the terms of the Purchase Agreement,
the Company is to issue purchase requests to ITEX and ITEX is then obligated to
provide the goods and services requested through ITEX's suppliers and vendors.
In exchange for the Cash Credit, the Company committed to issue to ITEX the
sum of 100,000 shares of the Company's Common Stock.  The Company intends to
use the Cash Credit to acquire, in part, newspaper, billboard, and radio
advertising  from ITEX using the Cash Credit for use in promoting the Club.

                                     - 22 -
===============================================================================
<PAGE>
     All of the 100,000 shares of the Company's Common Stock to be issued to
ITEX entitle the Company to receive goods and services with a fair market value
at $530,000 in excess of any cash payments made to any ITEX-identified
suppliers or vendors.  In connection with any issuance of the Company's Common
Stock to ITEX: (1) all of the shares will be issued solely to ITEX on a private
placement basis in conformity with the requirements of Section 4(2) of the
Securities Act of 1933; (2) a stock certificate representing any such shares
will be imprinted with a restricted securities legend; (3) the Company will
require that an authorized officer of ITEX execute an investment agreement
wherein ITEX will agree that it is purchasing the shares for investment
purposes only and not with a view to reselling or transferring the shares to
any other person; and (4) the Company will not permit the resale or transfer of
any of the shares issued to ITEX unless the Company receives and approves an
opinion of counsel, satisfactory to the Company, that any such transaction does
not violate the Securities Act of 1933.

     The Company has not undertaken any investigation or inquiry into ITEX's
affairs. However, the Company believes that ITEX is a reputable barter exchange
company.  The Company further believes that since ITEX does not buy or pay the
suppliers or vendors that the Company may utilize (the Company pays them
directly), that any issuance of the Company's Common Stock to ITEX will adhere
to the requirements of state and federal securities laws

     The Company believes that the Club serves three distinct business segments
(a nightclub providing exotic dance entertainment, a full service restaurant
and bar and a private membership men's club) within the confines of a single
facility.  The business of the Company is conducted under the trade name,
trademark, and service mark of "Boys Toys."  Although the Company intends to
register its claim to these tradenames, the Company has not yet filed an
application with the U.S. Patent and Trademark office to register these names.

     The Club's  revenues are generated 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 (i.e., polo
         shirts, t-shirts, jackets, and caps) and other merchandise 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 $50 for the right to
         perform at the Club during any shift.)

                                     - 23 -
===============================================================================
<PAGE>
     With respect to Cash Equivalent Fees, the Company charges a service fee
equal to 20% of the amount of any "Diamond Dollars" certificate that it sells
to any patron (i.e., if a patron seeks to purchase $100 in "Diamond Dollars"
certificates, the Company sells the certificates at a price equal to $120).
Each "Diamond Dollars" certificate may be used to pay "dance fees" to an
entertainer (as described above).  If an entertainer receives a "Diamond
Dollar" certificate in payment for a "dance fee," the entertainer is able to
exchange each "Diamond Dollars" certificate and receive cash from the Company.
The Company purchases each "Diamond Dollars" certificate from the entertainers
at a 10% discount (i.e., for every $100 in stated value in "Diamond Dollars"
certificates submitted for exchange and redemption, the Company pays $90 in
cash).

     As a result, the Company earns $20 upon the sale of every $100 in "Diamond
Dollars" certificates and, upon redemption of a $100 "Diamond Dollars"
certificate, the Company pays only $90 to the entertainer who redeems it.

     The Company leases the land and building for the Club through its other
wholly-owned subsidiary, RMA of San Francisco, Inc., a California corporation
("RMA") (and as successor in interest to Boys Toys Caberet Restaurants, Inc.,
a California corporation).  The real property for the Club is owned by Roma
Cafe, Inc. ("RCI") and is located in San Francisco's financial district at
408-412 Broadway, San Francisco, California.

     If the Company is successful in operating the Club and if the Company is
able to obtain additional financing, the Company plans to establish additional
Boys Toys Clubs in other locations, including New York, Chicago, New Orleans
and Boston.  However, the Company has not identified any specific location in
any of these cities and these plans are subject to: (i) the successful
operation of its existing Club; (ii) the negotiation of acceptable terms for
the acquisition of an existing gentlemen's club in a location which would be
suitable and compatible with the Company's strategy; and (iii) the availability
of financing terms from a seller of a gentlemen's club that would permit the
Company to complete the acquisition on financial terms that are acceptable to
the Company in view of the Company's then existing financial abilities and the
costs that the Company would incur in expanding its currently limited
management staff and providing additional working capital to meet an expanded
level of operations.  The Company has not presently identified any prospective
acquisition candidate and there can be no assurance that the Company will
undertake any such acquisition or otherwise expand to other locations.

     If the Company were to establish other Boys Toys Clubs, it anticipates
that the Company would likely lease existing nightclub and/or restaurant
locations, acquire related nightclub/restaurant properties and equipment, and
thereafter make all necessary improvements to such locations, properties and
equipment in order to conform them to the Boys Toys motif.

     The Boys Toys Club name, embraces a concept featuring exotic dance
entertainment performed by attractive and talented entertainers within an
upscale and trendy nightclub environment.  The Club has an interior setting
where patrons will be surrounded, and among, numerous and various material
items which many men aspire to obtain in their life.  The Company anticipates
that a patron of its Club will be quickly struck by the nature and number of
items on display, such as artwork, collectibles, unusual artifacts and
memorabilia. The Company currently has $80,000 of artwork on display in the
Club and consigned for sale pursuant to oral agreements with local San
Francisco-area artists.

                                     - 24 -
===============================================================================
<PAGE>
     The Company has placed this artwork on display throughout the Club, each
such displayed item will be available for purchase by patrons, or the Company
is able to provide patrons with detailed information concerning how and where
such displayed item may be purchased.

     The Company expects that all items on display in the Club will be replaced
with new and different items approximately every 60 to 90 days, thereby giving
the Club a new interior physical appearance every two to three months.

     If the Company is successful, the Company further expects that the
exciting and vibrant atmosphere created by the Club's interior decor will be
enhanced by exhilarating lighting and specially selected upbeat music.  In
order to obtain the items to place on display in its Club, the Company approach
local and regional vendors of the items it desires to display, and enters into
consignment arrangements with each vendor.

     The Company has verbal consignment arrangements that allows the Company to
display various types of artwork, collectibles and memorabilia owned by the
vendors at each Club at no cost to the Company, while in return providing the
vendor with increased exposure to its owned items, and therefor providing the
vendor with potential additional marketing venues and outlets for the sale of
its owned items.  However, retail competition for the sale of such items is
intense and there are many other retail galleries and consignment outlets
likely will be able to attract high quality artwork and other items that the
Company seeks to display for consignment at its Club.  Thus, there can be no
assurance that the Company will attract high quality items on a consignment
basis or, if it does, that it can continue to do so.

     Failure of the Company to obtain additional desired items in the future
and on a consignment basis may result in the Company being unable to embellish
the interior physical decor of its Club in its planned manner.  Further,
failure of the Company to obtain the desired items on a consignment basis will
have a material adverse impact on the Company's plan of operation in that such
failure may require the Company to expend significant amounts of its capital to
purchase such items.

     The Club has, in addition to its nightclub proper, a full service
restaurant and bar and full service, private VIP members-only men's club.

     Rather than just establishing an exotic dance entertainment nightclub, the
Company's business concept for the Club is to create an entertainment complex
combining an exotic dance entertainment nightclub with a full service
restaurant and bar and a private VIP members-only men's club. The concept is to
provide a place where one may enjoy quality exotic dance entertainment, relax
and converse in a place where one may see and be seen, partake in quality
restaurant dining, and entertain and be entertained in private members-only
quarters, all within the Boardroom Restaurant.

                                     - 25 -
===============================================================================
<PAGE>
     The Company believes that excellence in operations, ambiance and location
are important for success in the exotic dance entertainment business. The
Company believes that it will be able to differentiate its Boys Toys Club by
implementing the following strategic elements:

     *     Combining its exotic dance entertainment nightclubs with its Boys
           Toys Club and private VIP members-only men's clubs so as to provide
           patrons with a multi-faceted entertainment experience.

     *     Designing its Boys Toys Club to attract primarily upscale
           professionals and businessmen.

     *     Physically embellishing its Boys Toys concept by creating an
           exterior and interior physical decor for its Boys Toys Club which
           evidences the style and class of an establishment designed for men's
           entertainment and reflecting the upscale caliber of its patrons.

     *     Providing high quality and attentive service in a manner to ensure
           patron satisfaction.

     The Company believes that its Boys Toys concept will create a distinct
image and popularity among upscale gentlemen's club patrons.  As such, the
Company believes that it will be successful in marketing T-Shirts, jackets and
other casual-wear merchandise that feature the Boys Toys logo and location.
However, absolutely no assurance can be given that the Company's Boys Toys
concept will create a distinct image and widespread popularity, or that the
Company will be successful in marketing T-Shirts, jackets and other casual-wear
merchandise with the Boys Toys logo.

     It is also the Company's philosophy and intention that the Boys Toys Club
exhibit civic and social responsibilities by creating and maintaining an active
relationship with a variety of charity organizations in their respective local
communities.

     In this regard, the Company expects to make contributions of food,
services or funds benefitting a wide range of causes, which causes management
of the Company expects to be brought to its attention through suggestions from
the Company's employees, officers and shareholders.

     The Company's Club restaurant provides all patrons of the Company's Boys
Toys Club with a full service restaurant, bar and lounge area providing
business lunch buffet and dinner table service by waitresses. The Company has
hired an experienced executive chef and other experienced support personnel and
believes that its menu represents the finest culinary delights, distinctive for
their taste as well as nutritional balance, from throughout the various regions
of the United States.

                                     - 26 -
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<PAGE>
     Coupled with this distinctively American menu, the restaurants are
expected to offer the highest quality of food prepared with the greatest of
care and presented and served in a manner which would reflect the upscale
nature of the Boys Toys Club.  As a complement to its food menu, the Company
expects that its Boys Toys Restaurant will offer an extensive selection of
domestic and foreign wines, spirits, and champagne.  Management of the Company
anticipates that an average lunch check per customer will be $25.00 and an
average dinner check per customer will be $60.00.

     However, these amounts and the operation of the restaurant will be subject
to prevailing competitive conditions.

     In general, the Company believes that excellence in operations and quality
of food and service, ambiance, location and price-value relationship are keys
to success in the restaurant industry.  The Company believes that it will be
able to differentiate its Club by emphasizing the following strategic elements:

     *     Positioning in the mid-priced to upper-priced, full service dining
           segment of the restaurant industry.

     *     The location of the Club  within the confines of an exciting and
           upbeat facility provides a unique and enduring attraction to a broad
           and diverse demographic mix of customers in the 25 to 65 age group.

     *     Quality and attentive service with each waitress generally being
           assigned to no more than four tables at lunch and three tables at
           dinner to ensure customer satisfaction.

     *     Consistent quality products through careful ingredient selection and
           food preparation.

     There can be no assurance that the Company can achieve any one or more of
these objectives or, if it does achieve these objectives, that it can achieve
them while also achieving and maintaining profitability.

PRIVATE VIP MEMBERSHIP CLUB

     The Boys Toys Club has a  full service private VIP membership facility is
open only to patrons who are members. These private VIP membership facilities
are known as the "Boardroom." Membership in the Boardroom entitle members to:
(i) access to the private VIP Boardroom; (ii) bring up to six guests to the
Boardroom without payment of any entrance fee (currently $30.00 per person);
(iii) preferred seating for dining; (iv) first priority for special events; and
(v) free limousine service within the city of San Francisco.  The Boardroom
also has a business center (with facsimile machines, secretarial staff and
computers).

     Additionally, Boardroom members have free use of Boardroom facilities for
private parties and meetings, preferred seating and advanced notices for
special events and holiday functions held at the Club, and access to personal
improvement seminars and concierge services. Currently  Boardroom memberships
are for a period of one year, and may be renewed by a member at the end of each
membership year. Membership fees for the Boardroom are $1,000 per annum.

                                     - 27 -
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<PAGE>
SITE SELECTION CRITERIA AND LEASING

     In the event that the Company expands with other locations, the Company
believes that the selection process for sites for the Company's clubs is
critical in determining the potential success of a Boys Toys Club, and
therefore it expects to devote a significant amount of time and resources to
analyze each prospective club site.

     A variety of factors are considered in the site selection process,
including local market demographics, site visibility and accessibility and
proximity to significant generators of potential customers such as office
complexes, hotel concentrations and other entertainment centers such as
stadiums and arenas. The Company will also review potential competition and
attempt to analyze the profitability of other nightclub, restaurant and bar
establishments operating in areas where the Company proposes to establish a
Boys Toys Club.

     The Company expects that it will likely lease all of its locations for any
additional Boys Toy Club, although the Company may consider purchasing
properties for its facilities in the future, where it is cost effective to do
so.

LOCATION OF BOYS TOYS CLUB

     The Company's existing Club is the Company's first club and is located at
408-412 Broadway, San Francisco, California, in the north beach area of the
financial district of San Francisco (the "Facility"), approximately four blocks
north of the landmark Transamerica Building.

     The Company leased the Facility from Roma Cafe, Inc.  The Company has
obtained a Place of Entertainment Permit with respect to the exotic dance
entertainment aspects of the Company's business at the San Francisco Premises.
The Company has secured an alcoholic beverage license, a cabaret license, and
all other licenses and permits required by the City and County of
San Francisco, California.

ADDITIONAL BOYS TOYS CABARET CLUBS.

     In addition to the existing Club and if the Company can obtain additional
financing on favorable terms, the Company may establish other Boys Toys Clubs.
The exact number, location, and other aspects of this plan has not been
determined at this time.

     Additional locations that may be considered for Boys Toys Clubs include
New York, Chicago, New Orleans and Boston.  However, the Company has not
identified any specific location in any of these cities and these plans are
subject to: (i) the successful operation of the existing Club; (ii) the
negotiation of acceptable terms for the acquisition of an existing gentlemen's
club in a location which would be suitable and compatible with the Company's
strategy; and (iii) the availability of financing terms from a seller of a
gentlemen's club that would permit the Company to complete the acquisition on
financial terms that are acceptable to the Company in view of the Company's
then existing financial abilities and the costs that the Company would incur in
expanding its currently limited management staff and providing additional
working capital to meet an expanded level of operations.

                                     - 28 -
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<PAGE>
     The Company has not presently identified any prospective acquisition or
location and there can be no assurance that the Company will undertake any such
acquisition or otherwise expand to other locations.

MARKETING

     The Club (and any other clubs that the Company may establish), will be
marketed to attract primarily (if not strictly) professional and white collar
businessmen clientele.

     The Company plans to use the Club's name to develop name recognition and
patron loyalty to attract these customers.  Due to its upscale theme, exotic
dance entertainment experience and quality food and service, the Company
believes that its Boys Toy Clubs will have the unique ability to attract both
local and out-of-town professional and white collar businessmen patronage.

     The tour and travel as well as convention segments of the cities in which
Boys Toys Clubs will be located will be another focus of the Company's
marketing strategy. The Company's marketing strategy will be designed to inform
targeted patrons that Boys Toys Clubs provide a unique and exciting atmosphere
not found elsewhere through visual and audio experiences.

     The Company expects that the center of its marketing efforts will revolve
around its exotic dance entertainment nightclubs. The Company's Boys Toys
concept will be directed at upscale, professionals and white collar businessmen
aged 25-65 who either reside in or near major U.S. commercial centers where
Boys Toys Clubs will be located, or who frequently visit these areas on
business.

     In order to reach this targeted market, the Company will attempt to
establish Boys Toys Clubs in the heart of those cities in which it intends to
operate, so as to make its facilities easily accessible by professional and
white collar businessmen.

     The Company believes that its local patrons will include primarily men who
work and/or live near a Boys Toys Club, and who will seek some form of
nightclub environment at the end of their work day which will provide a
comfortable atmosphere with appropriately priced, high quality, food available.

     The Company believes it will meet this type of patron's needs by providing
a quality entertainment experience with a high level of personalized service in
a casual, fun setting - an experience that the Company expects will generate
repeat visits among the local customer segment.

     The Company anticipates that its business travel segment will be primarily
composed of individuals traveling on business to those cities where Boys Toys
Clubs are located. The Company further believes that the marketing approach for
this customer requires an emphasis on the beauty and elegance of the Boys Toys
Clubs, the exciting atmosphere, and safety.

                                     - 29 -
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<PAGE>
     The Company expects to promote and advertise its Boys Toys Restaurant and
private VIP members-only men's club segments of its Boys Toys Clubs as if they
were not dependent upon its exotic dance entertainment segment. Thus, the
Company will strongly promote its Boys Toys Restaurants as an establishment
providing the best food possible at reasonable prices. The Company will promote
its private VIP members-only men's club as a private location where men can
meet to, among other things, discuss and effectuate business in a congenial
atmosphere, as well as a place where men can entertain themselves as well as
business clients and associates.

     The Company is utilizing billboard, print and direct mail advertising, and
is conducting coordinated promotional efforts with local and regional hotels,
taxi companies and limousine services.

     Additionally, the Company intends to utilize merchandise as a means of
marketing its Boys Toys Clubs. Thus, the Company will promote various Boys Toys
merchandise which is expected to be created by the Company as popularity of the
Boys Toys Clubs increases. Such merchandise is expected to include T-Shirts,
jackets, sweatshirts, and other memorabilia.

     Because of its Boys Toys Restaurants, and if the Company can maintain the
presence and availability of many interesting items displayed prominently
throughout the Club, the Company believes that its Club will be able to adopt
event-driven promotion oriented marketing strategies. Thus, in addition to
traditional advertising techniques, the Company intends to seek to establish
close ties with the entertainment industry so as to provide the Company with
extensive promotional opportunities.

     Events such as surprise appearances by recording artists or professional
athletes can be expected to attract targeted upscale patrons.

BOYS TOYS CLUB OPERATIONS AND MANAGEMENT

     The Company will strive to maintain quality and consistency in its
existing Club through the careful training and supervision of personnel and the
establishment of standards relating to food and beverage preparation,
maintenance of facilities and conduct of personnel.

     The Company maintains financial and accounting controls for the existing
Club through the use of centralized accounting and management information
systems. Operations information will be collected weekly from the Club, and
club managers will be provided with weekly and 28-day period operating
statements for their locations. Cash will be controlled through daily deposits
of sales proceeds in local operating accounts. The Club is scheduled to be open
daily from 11:00 a.m. to 2:00 a.m.

     Overall management of a typical Boys Toys Cabaret Club will be conducted
by two managers, a day manager and an evening manager in addition the Club's
General Manager.  The Club also employs a staff consisting of approximately
40 hourly employees and 35 part-time employees.

     The additional 35 part-time employees are primarily restaurant servers,
bus persons, and support personnel.

                                     - 30 -
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<PAGE>
     In addition to these employees, the Company utilizes 25 to 50 female
exotic entertainers (dancers) per night, as independent contractors, on a
varying basis.  Each exotic female entertainer is paid directly by a patron for
each dance performed.  The Company does not employ or pay any wages, salary,
compensation, or other fees to any of the exotic female entertainers that
perform at the Club.  Entertainers also pay a lease fee of $20 to $50 per shift
gor the right to perform at the Club.  Entertainers receive only  "dance fees"
from patrons of the Club.  The Company does not receive any percentage from any
cash fees paid by patrons to the entertainers (dancers) that perform at the
Club.

     However and as described earlier, when an entertainer redeems any "Diamond
Dollars" certificates (previously received from a patron in payment of any
"dance fees"), the Company pays the entertainer an amount equal to 90% of the
face or stated value of the "Diamond Dollars" certificates that are later
submitted for redemption. (Thus, if an entertainer submits $1,000 in "Diamond
Dollars" certificates to the Company, the Company redeems these certificates by
paying the entertainer $900 in cash.)

     The General Manager of the Club reports directly to the Company's
President.  The Company's Entertainment Director and Club Manager report to the
General Manager of the Club.  Working in concert with these managers, the
Company's President defines operating and performance objectives for the Club
and monitors implementation. The Company expects that its Club managers will
participate in a variety of Company sponsored employee incentive programs such
as the Company's stock option plans.  The Company has not yet adopted any stock
plan but may do so in the future.

     Awards under any Company sponsored employee incentive programs will be
tied to achievement by facility managers of specified operating targets. The
Company plans for its senior management to regularly visit each Club the
Company operates and meet with the respective managers of those clubs to ensure
that the Company's strategies and standards of quality in all respects of
operations and personnel development are met.

     The Company believes that customer service and satisfaction are keys to
the success of its existing Club and any other clubs that the Company may
establish. The Company's commitment to customer service and satisfaction will
be evidenced by several Company practices and policies, including periodic
visits by managers to customers' tables, active involvement of management in
responding to customer comments and assigning waitresses in the Company's Boys
Toys Restaurants to a limited number of tables, generally four for lunch and
three for dinner.

PURCHASING

     The Company negotiates directly with suppliers for food and beverage
products to ensure consistent quality and freshness of products and to obtain
competitive prices. The Company purchases substantially all food and beverage
products from authorized local or national suppliers. Food, beverage and other
products and supplies are shipped directly to the Club, although invoices for
purchases will be paid by the Company's wholly-owned subsidiary, RMA of San
Francisco, Inc., a California corporation ("RMA").  RMA is the corporation the
Company established to operate the existing Club.

                                     - 31 -
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<PAGE>
MANAGEMENT INFORMATION SYSTEMS

     The Company has a computer information system which is designed to
maintain personal profile information on the members of its private VIP
members-only men's club. The profiles are designed to assist managers of the
Club in meeting the personal desires of particular Boardroom members, and will
contain such information as a Boardroom member's favorite beverage, favorite
food and spending habits. This information will be available to any other Club
locations that the Company may establish through a proprietary database, and
will enable Boardroom members to visit any of the Company's Clubs (that the
Company may establish) and be provided with a similar level of personal
service.

     The Company's point-of-sale information system is designed to assist in
labor scheduling and food cost management, provide corporate management quicker
access to financial data and reduce a particular club manager's administrative
time.

TRADE NAMES, TRADEMARKS AND SERVICE MARKS

     The Company expects to develop and implement Boys Toys trademarks and/or
service marks which will enhance a customer's ability to identify the Company,
as well as the products and services to be offered by the Company.

     Currently, the Company has not developed and implemented any trademarks
and/or service marks, and therefore has not filed any applications to register
any trademarks and/or service marks. Furthermore, the Company is unaware of
names similar to the trade names to be used by the Company which are used by
other persons.

     The Company's overall policy will be to pursue registration of its marks
whenever possible and to oppose vigorously any infringement of its marks. There
can be no assurance that if and when the Company develops and implements its
trademarks and/or service marks, that such trademarks and/or service marks will
afford protection against competitors with similar products and services. There
can also be no assurance that the Company's trademarks and/or service marks
will not be infringed upon or designed around by others, or that the Company
can adequately prosecute or defend any infringements.

COMPETITION

     The Company's existing Club (and any other clubs that the Company may
later establish) will compete with other nightclubs, restaurants and bars, some
of which may be larger and more established, experienced and better financed
than the Company.

     Competing nightclubs, restaurants and bars may offer services not offered
by the Club, which could place the Company at a competitive disadvantage.

                                     - 32 -
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<PAGE>
     The Company believes that the following factors will allow the Company to
compete effectively:

     *     Many of the Company's competitors are not designed to market
           themselves as high quality, upscale exotic dance entertainment
           complexes and have not attempted to do so.

     *     The Company's marketing strategy focuses on creating a reputation
           for its Clubs as an upscale, tasteful nightclub, restaurant, and bar
           facility frequented by professionals and white collar businessmen.

     *     The Company's three-pronged approach of having its Clubs produce
           revenues from food and beverage sales, Boardroom membership fees and
           exotic dance nightclub associated fees are anticipated to enhance
           the profitability of the Company.

     The adult entertainment industry, including adult entertainment offered in
private clubs and through the internet, is large and includes many
well-established and well-managed and experienced enterprises.

     Many of these businesses possess financial and managerial skills that far
exceed the resources that the Company has or will have at any time in the
foreseeable future.  Some of the larger operators have multiple locations
within a metropolitan area and effectively utilize their advertising and
marketing budgets to gain greater market share while achieving economies of
scale to lower certain fixed costs per unit and per retail location.

     In addition, many of these established operators have developed marketing,
real estate, zoning, and licensing management skills that the Company is not
likely to possess at any time in the near future.

     While the Company believes that its Club is unique and will offer and
attract an "upscale" clientele, there can be no assurance that the Company will
be successful or, if the Company achieves any success, that other competitors
will not imitate and duplicate the Company's planned business with the result
that the Company will not gain any significant long-term advantage.

     The retail market for locally-produced and owned artwork, memorabilia, and
other items that may be displayed at the Company's Club on a consignment basis
is characterized by intense competition.  Further, while the Company currently
has obtained such items and has them on display at its existing Club under oral
arrangements with the owners of the consigned items (such that the Company is
to receive 20% of the proceeds from the sale of any such consigned item), there
can be no assurance that the Company can attract suitable artwork and
memorabilia on a consignment basis or, if it is able to do so, that any such
items can be sold.

                                     - 33 -
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<PAGE>
REGULATORY ASPECTS

     The ownership and operation of restaurants, bars and exotic dance
nightclub businesses are generally subject to extensive state and local
regulation, and the Company, any subsidiaries it may form and various of their
respective officers and employees will be subject to such regulations.

     Currently, the Company has not experienced any problems with any of their
business, liquor, or other licenses or permits from any governmental agencies
except that on April 5, 2000, the Company was forced to appear before the
San Francisco Planning Board of Appeals (the "Appeals Board") to respond to
efforts made by the Telegraph Hill Dwellers Association (a local neighborhood
group) ("THDA").  THDA sought to repeal the planning permit previously issued
to the Company by the City of San Francisco Planning Department for the
operation of the Company's Club.  In a 3-2 vote, in favor of the Company, the
Appeals Board re-affirmed the Company's prior issuance of the Permit.

     While the Company has obtained all necessary licenses and permits needed
to open its Club, the Company will need to renew licenses and permits from
various governmental agencies including, without limitation, applicable zoning,
land use, environmental and building permits.

     The federal Americans with Disabilities Act prohibits discrimination on
the basis of disability in public accommodations and employment. The Company's
Boys Toys Cabaret Club is designed to be accessible to the disabled, and will
comply with all current applicable regulations relating to accommodating the
needs of the disabled.  There can be no assurance that the Company will
maintain its licenses or permits or that they will always be obtained or
renewed in a timely manner.  The failure to obtain any such permits or licenses
could adversely affect the Company.

     Further, the Club is subject to numerous federal, state and local laws
affecting health, sanitation and safety standards, as well as to state and
local licensing related to the sale of alcoholic beverages.  The Company has
secured all appropriate licenses from regulatory authorities allowing it to
sell liquor, beer and wine, champagne, and a food service license from
San Francisco, California health authorities.

     Management of the Company believes that the Company's licenses to sell
alcoholic beverages will in all likelihood require that they be renewed
annually and may be suspended or revoked at any time for cause, including
violation by the Company or its employees of any law or regulation pertaining
to alcoholic beverage control, such as those regulating the minimum age of
patrons or employees, advertising, wholesale purchasing and inventory control.
The failure of the Company's Club (and any other clubs that the Company may
acquire or establish) to retain liquor or food service licenses could have a
material adverse effect on its operations. In order to reduce this risk, the
Company intends to develop and implement at its Club standardized procedures
designed to assure compliance with all applicable codes and regulations.

                                     - 34 -
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<PAGE>
     The Company may be subject in certain states to "dram-shop" statutes which
generally provide a person injured by an intoxicated person the right to
recover damages from an establishment that wrongfully served alcoholic
beverages to the intoxicated person. The Company carries liquor liability
coverage as part of its comprehensive general liability insurance.

     The Club is also subject to federal and state minimum wage laws governing
such matters as working conditions, overtime and tip credits and other employee
matters. The Company expects that significant numbers of the Company's food and
beverage service and preparation personnel will be paid at rates related to the
federal minimum wage and, accordingly, further increases in the minimum wage
could increase the Company's labor costs.

     Finally, the Company believes that since its operations involve "exotic
female entertainment," the Company may be subject to continuing social,
political, and other institutional pressures from organizations, women's
groups, and others who believe that the Company's business is inimical to
social progress and the rights of women.   These groups frequently seek to have
city ordinances and other laws enacted which adversely impact the continued
operation of the Company's business or deny the Company the ability to renew
needed licenses or permits.

     As a result, many companies that offer adult entertainment similar to the
Company's business expend substantial sums in legal fees and costs to prevent
or at least delay changes to city zoning ordinances, state laws relating to
adult entertainment, and other similar regulations.

     To the extent that these organizations and groups are able to organize and
obtain recognition by certain governmental bodies that license or allow the
Company to operate its planned business, the Company would likely suffer
additional costs, expenses, and losses whose magnitude can not be foreseen.

     The Company also maintains a Corporate Web Site and six Developmental Web
Sites on the internet (as discussed earlier).  Although the Company believes
that its Corporate Web Site will be helpful in gaining a corporate identity for
the Company and its business, the Developmental Web Sites do contain adult-only
content and there is substantial variation in the definition accorded
"pornography" under state and local laws.  For this reason and upon advice of
its counsel, the Company has taken recent steps to carefully revise the content
of its Corporate Web Site to reduce the possibility that the content may be
found to be in violation of such state, federal, and local laws.

     The revisions that were undertaken were as follows: (1) a revision to link
the Company's a Corporate Web Site to the U.S. Securities and Exchange
Commission's EDGAR site wherein the Company's filings with the Commission can
be found; (2) the Company's  Corporate Web Site has been enhanced to ensure
that a visitor will experience greater ease in navigating each Web Site; and
(3) the content of the Corporate Web Site has been carefully updated to ensure
that the information given is accurate and complete.

                                     - 35 -
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<PAGE>
     Despite these revisions and precautions, the Company may well incur
substantial costs and expenses in defending the content of its website against
assertions that it contains impermissible images or other unlawful content.
Currently, the Company has not received any notice that its Web Sites are in
violation of any state, federal, or local laws although there can be no
assurance that the Company will not later need to defend itself against such
allegations.

     The Company also anticipates that it will also expend substantial sums in
legal fees in connection with defending its business licenses, liquor license,
and any other operating, use, or occupancy licenses it requires to operate its
Club.  If the Company later acquires and operates any other gentlemen's clubs
at any other location, it will likely incur significant similar expenses for
any such other location as well.  These costs will likely arise since there are
significant segments of our society that believe that the Company's business
will inhibit the social progress, rights, and dignity of women and the efforts
undertaken by these segments to restrict or inhibit the Company and its
business.  The magnitude of these costs and expenses is expected to be
significant.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

THREE MONTH PERIOD ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

     During the three months ending September 30, 2000 ("Third Quarter 2000"),
the Company recorded $565,393 in Sales Revenues.  This compares to $0 in
revenues during the three months ending September 30, 1999 ("Third Quarter
1999") during which the Company did not have any operations.  The Company's
Club did not open until January 26, 2000.

     During the Third Quarter 2000 the Company did not derive any revenues from
its six Developmental Web Sites and all of the Company's revenues were derived
solely from the revenues generated at its Club.

     After deducting $102,211 in Cost of Sales, the Company recorded $463,182
in Gross Profit during the Third Quarter 2000.  Cost of Sales is primarily made
up of food, liquor, and other miscellaneous expenses related to the Company's
sale of food and beverages at the Club.  Since the Company did not have any
operations during the Third Quarter 1999, the Company did not have any Cost of
Sales during that latter period.

     The Company's Profit of $463,182 in the Third Quarter 2000 represents a
Gross Profit Margin (before deduction of other operating and non-operating
expenses) of approximately 82% for that period.

     However, during the Third Quarter 2000 the Company also recorded $745,845
in General and Administrative Expenses related both to the operation of the
Company and the Club.  These expenses are primarily wages, salaries, and other
expenses incurred for management, administrative, marketing, promotion,
accounting, legal, and other similar expenses.  This represented a decrease of
approximately 79% from the $3,597,792 amount the Company incurred as General
and Administrative Expenses during the Third Quarter 1999.

                                     - 36 -
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<PAGE>
     As a result, during the Third Quarter 2000, the Company recorded an
Operating Loss of $282,663.  This compares to an Operating Loss of $3,597,792
during the Third Quarter 1999.

     However, during the Third Quarter 2000, the Company also recorded Interest
Income of $19 and Interest Expense of $107,781.  The Interest Income represents
income the Company recorded on transient and miscellaneous funds held in bank
accounts while the Interest Expense represents the amount of Interest Expense
incurred on notes payable during the Third Quarter 2000.  The amounts compare
to $2,370 in Interest Income and $427,105 in Interest Expense recorded in Third
Quarter 1999.

     Overall, the Company recorded $107,762 in Total Other Expenses in the
Third Quarter 2000 compared to $424,735 in Total Other Expenses during the
Third Quarter 1999.

     When these amounts are added to the Operating Losses the Company incurred
during the period, the Company recorded a Net Loss of $390,425 during the Third
Quarter 2000 compared to a Net Loss of $4,023,327 during the Third Quarter
1999.

     And while the Company incurred a Net Loss of $390,425 during the Third
Quarter 2000, this was less than the Net Loss of $4,023,327 incurred during the
Third Quarter 1999 when the Company did not have any operations or otherwise
generate any Sales revenues.

     Therefore, the Company recorded a Net Loss Per Share of $0.05 during the
Third Quarter 2000 compared to a Net Loss Per Share of $0.79 during the Third
Quarter 1999.

NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999

     During the nine months ending September 30, 2000 (the "First Nine Months
of 2000"), the Company recorded Sales revenues of $1,636,556 compared to $0 in
Sales revenues during the nine months ending September 30, 1999 (the "First
Nine Months of 1999") when the Company did not have any operations or Sales
revenues.  (The Company's Club opened on January 26, 2000).

     During the First Nine Months of 2000, the Company did not derive any
revenues from its six Developmental Web Sites.  All of the Company's revenues
during this period were derived from its Club.

     Cost of Sales for the First Nine Months of 2000 were $368,276 or
approximately 22.50% of the Company's Sales revenues during this period.
Cost of Sales is primarily composed of food, liquor, and other miscellaneous
expenses related to the Company's sale of food and beverages at the Club.
Since the Company did not have any operations during the First Nine Months of
1999, the Company did not have any Cost of Sales during that latter period.

     General and Administrative Expenses during the First Nine Months of 2000,
primarily made up of wages, salaries, and other expenses incurred for
management, administrative, marketing, promotion, accounting, legal, and other
similar expenses, totaled $1,974,720.  Thus, General and Administrative
Expenses equaled approximately 121% of the Company's Sales revenues of
$1,636,556 during the First Nine Months of 2000.

                                     - 37 -
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<PAGE>
     While the Company believes that its Cost of Sales and General and
Administrative Expenses during the First Nine Months of 2000 were high in
relation to the Company's Sales revenues during this period, the Company
believes that it may be able to better manage and control some of the
components of these expenses in the future as the Company's management gains
greater experience in managing and controlling labor, food, liquor, and other
operating expenses.

     However, there can be no assurance that the Company will achieve better
operating results in the future since the Company will continue to face intense
competition from others clubs and restaurants.  (See "Factors That May Impact
Future Results" elsewhere in this Form 10-QSB.)

     As a result, the Company recorded a Net Loss of $974,628 during the First
Nine Months of 2000 compared to a Net Loss of $4,148,117 during the First Nine
Months of 1999.  And, the Company recorded a Net Loss Per Share of $0.13 during
the First Nine Months of 2000 compared to a Net Loss Per Share of $0.81 during
the First Nine Months of 1999.

LIQUIDITY AND CAPITAL RESOURCES

     There are several components which affect the Company's ability to meet
its financial needs, including funds generated from operations, capital
expenditures, short-term borrowing capacity and the ability to obtain long-term
capital on reasonable terms.

     On September 30, 2000, the Company had $54,422 in Total Current Assets.
This compares to $2,239,568 in Total Current Liabilities as of that date.
Thus, in relative terms, the Company had less than three cents in Total Current
Assets for each one dollar in Total Current Liabilities as of
September 30, 2000.  This compares to September 30, 1999 when the Company had
$66,420 in Total Current Assets on September 30, 1999 and $1,992,182 in Total
Current Liabilities on September 30, 1999.  Thus, as of September 30, 1999, the
Company had approximately three cents in Total Current Assets for every one
dollar in Total Current Liabilities.  As a result, in both absolute and
relative terms, the Company has had a decline in its liquidity from
September 30, 1999 to September 30, 2000.

     And, while $2,117,1322 of the Company's $2,239,568 in Total Current
Liabilities on September 30, 2000 represented convertible debt and accrued
interest on convertible debt that the Company may be able to pay in the form of
the Company's common stock, the Company's aggregate Total Current Liabilities
of $2,239,568 on September 30, 2000 increased by about 12.42% from the
$1,992,182 amount of Total Current Liabilities as of September 30, 1999.
Moreover, on September 30, 1999 the Company had $66,420 in Total Current Assets
and on September 30, 2000 the Company had Total Current Assets of only $54,422.
Thus, in absolute terms, the Company's liquidity has decreased as Total Current
Liabilities have increased and Total Current Assets have decreased from
September 30, 1999 to September 30, 2000.  The Company has been dependent upon
its ability to obtain capital by issuing convertible promissory notes on a
private placement basis.  The Company does not have and does not anticipate
receiving any commitments from any underwriter or venture capital fund to
assist it in meeting its current financial obligations.

     There can be no assurance that the Company will be able to repay all of
its outstanding notes payable as they become due.

                                     - 38 -
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<PAGE>
     In order to meet its obligations at maturity with respect to the
outstanding principal and interest on such notes payable, the Company will be
required to restructure the terms of such notes and/or refinance such notes
through additional third-party debt and/or equity financing.  The Company can
make no assurance that it will be able to restructure such notes payable or as
to the ultimate terms thereof.  In addition, there can be no assurance that the
Company will be successful in obtaining such third-party financing or, if it
does obtain any such third party financing, that the Company will be able to do
so on terms deemed reasonable in light of the Company's current circumstances.


Item 2a.  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.  In many instances,
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 & LACK OF OPERATING HISTORY.  The Company
         incurred a Net Loss of $947,628 during the First Nine Months of 2000
         and a Net Loss of $4,530,243 during the twelve months ending
         December 31, 1999.  The Company may well incur significant additional
         losses in the future as well.  The Company lacks a substantial
         operating history on which to base its anticipated expense and
         revenues.  There is no assurance that the Company's operations will be
         successful or that it will be profitable in the future.

     2.  UNCERTAINTIES OF REVENUES.  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.  There can be no assurance that the Company will be
         successful in operating the Club or in generating revenues sufficient
         to sustain profitable operations.

     3.  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
         had, as of December 31, 1999, an aggregate of $2,519,069 in current
         liabilities that are due for payment prior to December 31, 2000 and of
         which $2,283,614 was in the form of convertible debt (on that date)
         convertible into shares of the Company's Common Stock.   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, the Company may
         need to obtain additional financing or renegotiate its existing debt
         financing in the event that the Company's operations are not
         successful.   In that event the Company may need to obtain additional
         financing. The Company has had only limited discussions with potential
         investors and it does not anticipate receiving any assurances that the
         Company will obtain any additional capital from any investors.

                                     - 39 -
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<PAGE>
              Further, the Company has not sought to receive and has not
         received any commitments or assurances from any underwriter,
         investment banker, venture capital fund, or other individual or
         institutional investor.  In the event that the Company needs
         additional financing 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.  (See "Financial Statements.")

     4.  PRIOR FILING DEFICIENCIES OF SUBSIDIARY.  The Company's wholly-owned
         subsidiary, AEI-Nevada, failed to file certain reports required by
         Section 15(d) of the Exchange Act, observe its filing obligations with
         respect to Form SR, and otherwise observe certain book and record
         keeping obligations required under the Exchange Act.  While the
         Company believes that AEI-Nevada's failures did not result in any
         injury or loss to any investor, AEI-Nevada and the Company may have
         incurred liability for failure to fulfill these obligations and if so,
         the Company may incur liability for violation of other laws as well.

     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, 1997, 1998, and 1999 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.

     6.  SUBORDINATE TO EXISTING AND FUTURE DEBT & AUTHORIZED BUT UNISSUED
         PREFERRED STOCK.  All of the Common Stock offered hereby are
         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.  The
         Company became a "reporting company" on  January 23, 2000.

     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.

                                     - 40 -
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<PAGE>
    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, 1999 (after including any
         shares purchasable upon exercise of all existing common stock purchase
         options held by the Company's officers and directors on that date but
         before including the effect of any subsequent grants or stock
         issuances).  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 demographic
         area where the Club is located, 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.

    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.

                                     - 41 -
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<PAGE>
    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.  LIMITED MANAGERIAL EXPERIENCE OF CORPORATE OFFICERS.  The Company's
         officers, Ralph M. Amato and Michael L. Potter, Esq. have no
         substantial recent experience in acquiring, establishing, developing,
         or operating clubs that feature female exotic dance entertainment
         other than the recent and limited experience gained at the existing
         Club which opened on January 26, 2000.   The Company has, under an
         employment agreement, employed Gary Marlin as the General Manager of
         the Club who has 13 years of managerial experience in the management
         of adult entertainment clubs and the Company has hired two additional
         managers (a Restaurant Manager and an Entertainment Director) each of
         whom has over 12 years of experience.  While the Company believes that
         these individuals possess the necessary skills and experience, the
         Company will likely need to secure the services of others who possess
         top management skill, experience, and industry knowledge.  There can
         be no assurance that the Company can secure and retain any additional
         necessary top corporate officers and corporate staff on terms
         acceptable to the Company.

    16.  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 to an aggregate of $2,239,568 in amounts due as Total
         Current Liabilities (as of September 30, 2000).  There can be no
         assurance that the Company will be successful in paying these debts.
         The Company has received no commitment from any underwriter or other
         source of capital that any additional capital will be provided to the
         Company. There can be no assurance that the Company will be successful
         in generating and sustaining sufficient cash flow to pay these debts.

    17.  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.

    18.  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.

    19.  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.

                                     - 42 -
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<PAGE>
    20.  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.

    21.  RULE 144 STOCK SALES.  As of December 31, 1999, the Company had
         1,541,374 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.

    22.  RISKS OF LOW PRICED STOCKS.  Trading in the Company's Common Stock is
         limited since the Company's Common Stock is a "Penny Stock"  and
         thereby the retail market for the Common Stock is subject to burdens
         that are imposed on brokers whose customers may wish to acquire the
         Company's Common Stock.

              Consequently, a shareholder may find it more difficult to dispose
         of, or to obtain accurate quotations as to the price of, the Company's
         securities.  In the absence of a security being quoted on NASDAQ, or
         the Company having $2,000,000 in net tangible assets, trading in the
         Common Stock is covered by Rule 3a51-1 promulgated under the
         Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed
         securities.  Under such rules, broker/dealers who recommend such
         securities to persons other than established customers and accredited
         investors (generally institutions with assets in excess of $5,000,000
         or individuals with net worth in excess of $1,000,000 or an annual
         income exceeding $200,000 or $300,000 jointly with their spouse) must
         make a special written suitability determination for the purchaser and
         receive the purchaser's written agreement to a transaction prior to
         sale. Securities are also exempt from this rule if the market price is
         at least $5.00 per share, or for warrants, if the warrants have an
         exercise price of at least $5.00 per share. The Securities Enforcement
         and Penny Stock Reform Act of 1990 requires additional disclosure
         related to the market for penny stocks and for trades in any stock
         defined as a penny stock.

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

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

                                     - 43 -
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<PAGE>
              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.

    22.  MATTER OF "Y2K" AND THE COMPANY'S COMPUTER AND INFORMATION SYSTEMS.
         The Company has acquired point-of-sale computer hardware and software
         together with certain management information systems for use in its
         existing  Club.  While the Company has had its computer hardware and
         software evaluated to ensure that it will operate effectively in the
         year 2000 or beyond and otherwise not result in "Y2K" operating
         problems (problems arising out of the inability of any computer
         systems to accurately calendar all dates following December 31, 1999
         as occurring in the year 2000 and thereafter rather than inaccurately
         calendar all such dates as 1900, etc.) there can be no assurance that
         the Company's point-of-sale computer hardware and software together
         with certain management information systems will function effectively
         in the year 2000 or beyond.


PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

     On April 13, 2000, Superior Heating and Sheet Metal, Inc.(the "Plaintiff")
filed a Complaint against the Company, W.B. Elmer & Company, Lewis Chin and
other unnamed persons in Superior Court for the County of San Francisco (the
"Complaint").

     The Complaint asserts that: (i) the Company breached a contract to pay for
services to the Plaintiff; (ii) the Plaintiff is entitled to payment for the
reasonable value of the services rendered by the Plaintiff; and (iii) the
Plaintiff is entitled to exercise its foreclosure rights pursuant to a
mechanics' lien.  The Complaint arises out of the construction of the Company's
Club.

                                     - 44 -
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     The Plaintiff seeks $119,822 in damages.  While the Company believes that
it is not responsible for payment of these monies and that the general
contractor, W.B. Elmer & Company, is responsible for the payment of all such
amounts, there can be no assurance that the Company will prevail in any
ultimate resolution of this litigation or that the Company will not incur
substantial and protracted litigation costs, expenses, and settlement payments
in resolving the claims made in the Complaint and the resulting litigation.

     On April 18, 2000 the Company was served with a copy of a summons and a
Complaint filed in Superior Court for the County of San Francisco by Tucknott
Electric Co. (the "Tucknott Plaintiff") asserts: (i) that the Company breached
its contract with the Tucknott Plaintiff; (ii) that the Company has been
unjustly enriched at the expense of the Tucknott Plaintiff; and (iii) that the
Tucknott Plaintiff is entitled to exercise its foreclosure rights pursuant to a
mechanics' lien. This Complaint also arises out of the construction of the
Company's Club.

     The Tucknott Plaintiff seeks $52,666.49 in damages.  While the Company
believes that it is not responsible for payment of these monies and that the
general contractor, W.B. Elmer & Company, is responsible for the payment of all
such amounts, there can be no assurance that the Company will prevail in any
ultimate resolution of this litigation or that the Company will not incur
substantial and protracted litigation costs, expenses, and settlement payments
in resolving the claims made in the Complaint and the resulting litigation.

     On July 28, 2000 the Company (including its wholly-owned subsidiary,
AEI-Nevada) was served with a copy of a summons and a Complaint filed in the
Superior Court for the County of San Diego by Ken Marc (the "Marc Plaintiff") a
holder of a convertible promissory note with a principal amount of $10,000 (the
"Marc Note").  The Marc Plaintiff asserts (i) that the Company breached its
obligations to the Marc Plaintiff by not repaying principal and interest due on
the Marc Note; (ii) that the Company has been unjustly enriched at the expense
of the Marc Plaintiff; and (iii) that the Marc Plaintiff is entitled to relief
for damages incurred by the Marc Plaintiff.

     The Company intends to attempt to negotiate a settlement with the Marc
Plaintiff, however there can be no assurance that the Company will be
successful.


Item 2.  CHANGES IN SECURITIES

     On August 15, 2000, the Company's Board of Directors approved the issuance
of the following Shares of the Company's Common Stock:

     (a)  1,500 Shares to Mimi Young in exchange for the Company's receipt of
          modeling services;

     (b)  5,000 Shares to the Stan F. Osofsky Trust in exchange for the
          Company's receipt of real estate consulting services related to the
          Company's San Francisco Club;

     (c)  10,000 Shares, as a bonus, to Gary Marlin, the Manager of the
          Company's San Francisco Club, in accordance with the terms of the
          employment agreement with Mr. Marlin;

     (d)  10,000 Shares to Scott Weber in consideration of the Company's
          receipt of internet hosting services;

     (e)  15,000 Shares to Jonathon Adams in consideration of the Company's
          receipt of Web Site design consulting services;

     (f)  15,000 Shares to Shawn McKinney in consideration of the Company's
          receipt of financial advisory consulting services;

     (g)  70,000 Shares to William M. Aul in consideration of the Company's
          receipt of legal services; and

     (h)  600,000 Shares to Ralph M. Amato, the Company's President, Chairman,
          CFO, and Founder, as a bonus, in consideration of the successful
          opening and operation of the Company's San Francisco Club.

     Each of the above persons is a sophisticated investor and each has a
pre-existing business relationship with the Company.  All of the Shares were
issued at $0.05 per Share pursuant to Section 4(2) of the Securities Act
of 1933 and all of the Shares were issued without an underwriter.

     On August 15, 2000, the Company's Board of Directors approved the issuance
of 12,500 Shares of the Company's Common Stock to Reed Kaelin in conversion of
a previously issued $12,500 convertible promissory note previously issued to
Reed Kaelin.  The prior issuance of the $12,500 convertible note to Mr. Kaelin
was undertaken on the basis of a pre-existing business relationship with him.
Mr. Kaelin is a sophisticated investor and has a pre-existing business
relationship with the Company.  All of the Shares issued to Mr. Kaelin were
issued pursuant to Section 4(2) of the Securities Act of 1933 without an
underwriter.

     On August 15, 2000, the Company's Board of Directors approved the issuance
of 82,500 Shares of the Company's Common Stock at $0.40 per Share to Essex
Capital Holdings, Ltd. in payment of all accrued and unpaid interest on the
outstanding balance of a  interest due under the convertible unsecured
promissory note previously issued to Essex Capital Holdings, Ltd.  Essex is
sophisticated investor and has a pre-existing relationship with the Company.
The Shares were issued pursuant to Section 4(2) of the Securities Act of 1933.
The Shares were issued to Essex without an underwriter.

     On September 7, 2000, the Company's Board of Directors approved the
issuance of 52,000 Shares of the Company's Common Stock to Jaidin Consulting
Group, LLC ("Jaidin") in exchange for the Company's receipt of construction
consulting services from Jaidin related to the construction of the Company's
San Francisco Club.  The issuance of the 52,000 Shares was undertaken on the
basis of the Company's pre-existing business relationship with Jaidin at $0.50
per Share. Jaidin is a sophisticated investor and all of the Shares issued to
Jaidin were issued pursuant to Section 4(2) of the Securities Act of 1933.
The Shares were issued to Jaidin without an underwriter.

     All of the transactions referred to above are exempt from the registration
requirements of the Securities Act of 1933, as amended, by virtue of
Section 4(2) thereof covering transactions not involving any public offering or
involving no "offer" or "sale."

                                     - 45 -
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<PAGE>

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         None.


Item 5.  OTHER INFORMATION

         Not applicable.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              The following exhibits have been filed with the Company's
         Form 10-SB and are hereby incorporated by reference herein:

         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)
         3.6     Articles of Incorporation of RMA of San Francisco, Inc.
         3.7     By-Laws of RMA of San Francisco, Inc.
         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)
         23.1    Consent of Pannell Kerr Forster
         23.2    Resignation of Pannell Kerr Forster

         (b) Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended
         September 30, 2000.


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<PAGE>


                                  SIGNATURE

     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, Chief Executive Officer
                                       Chief Financial Officer


Date:     November 8, 2000


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