U.S. SECURITIES AND EXCHANGE COMMISSION



FORM 10-QSB





|(Mark One)
|----------
|[X]       
|OR        
|[ ]       





|Commission file number: 000-28684                                                                                                                                                                                                                                                                                  
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|                                                                                                                                                                                                                                                                                                                   
|BoysToys.com, Inc.(Exact Name of Small Business Issuer in Its Charter)                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                   
|California(State or Other Jurisdiction of 
Incorporation or Organization)                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                   
|5782 Caminito Empresa, La Jolla, California 92037(Address of principal executive office)                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                   
|(619) 729-0075Issuer's telephone number, including area code                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                   
|________________________________(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, 2004 was 8,172,139 shares.                                                                                                                                                                                                   



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BoysToys.com, Inc.



TABLE OF CONTENTS







|          |                       |                                                                                       |                                                                                                                                                                                                       |     | Page Number
|--------- | --------------------- | ------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -----------
|PART I -  | FINANCIAL INFORMATION |                                                                                      
|          |                       |                                                                                       |                                                                                                                                                                                                       |     |            
|          | Item 1.               | Financial Statements                                                                  |                                                                                                                                                                                                      
|          |                       | Consolidated Balance Sheets                                                           |                                                                                                                                                                                                      
|          |                       |                                                                                       | September 30, 2003 (unaudited) and September 30, 2004                                                                                                                                                 | F-1
|          |                       | Consolidated Statements of Operations (unaudited)                                     |                                                                                                                                                                                                      
|          |                       |                                                                                       | Three Months Ended September 30, 2004 (unaudited)
and Three Months Ended September 30, 2003 (unaudited)
and Nine Months Ended September 30, 2004 (unaudited)
and Nine Months Ended September 30, 2003 | F-2
|          |                       | Consolidated Statements of Cash Flows (unaudited)                                     |                                                                                                                                                                                                      
|          |                       |                                                                                       | Nine Months Ended September 30, 2004 and September 30, 2003                                                                                                                                           | F-3
|          |                       | Notes to Consolidated Financial Statements (unaudited)                                | F-4                                                                                                                                                                                                  
|          |                       |                                                                                       |                                                                                                                                                                                                       |     |            
|          | Item 2.               | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13                                                                                                                                                                                                   
|          | Item 2A.              | Factors That May Affect Future Results                                                | 19                                                                                                                                                                                                   
|          |                       |                                                                                       |                                                                                                                                                                                                       |     |            
|PART II - | OTHER INFORMATION     |                                                                                      
|          |                       |                                                                                       |                                                                                                                                                                                                       |     |            
|          | Item 1.               | Legal Proceedings                                                                     | 22                                                                                                                                                                                                   
|          | Item 2.               | Changes in Securities                                                                 | 22                                                                                                                                                                                                   
|          | Item 3.               | Defaults Upon Senior Securities                                                       | 22                                                                                                                                                                                                   
|          | Item 4.               | Submission of Matters to a Vote of Security Holders                                   | 22                                                                                                                                                                                                   
|          | Item 5.               | Other Information                                                                     | 22                                                                                                                                                                                                   
|          | Item 6.               | Exhibits and Reports on Form 8-K                                                      | 23                                                                                                                                                                                                   
|          |                       |                                                                                       |                                                                                                                                                                                                      
|SIGNATURE | 24                   



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Part I.  Financial Information





Item 1.  Financial Statements





|BOYSTOYS.COM, INC.                                  
|----------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                         
|As of September 30, 2004 and December 31, 2003      
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|ASSETS                                              
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|Current Assets:                                     
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|Total Current Assets                                
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|Other Assets:                                       
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|Total Other Assets                                  
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|TOTAL ASSETS                                        
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|LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)      
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|Current Liabilities:                                
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|Total Current Liabilities                           
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|TOTAL LIABILITIES                                   
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|Shareholders' Equity (Deficit) :                    
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|Total Shareholders' Equity (Deficit)                
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|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
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See Notes to Consolidated Financial Statements

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|BOYSTOYS.COM, INC.                                                  
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|CONSOLIDATED STATEMENTS OF OPERATIONS                               
|For the Nine and Three Months Ended September 30, 2004 and 2003     
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|Total General & Administrative Expenses                             
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|Operating Income (Loss)                                             
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|Other Income (Expenses)                                             
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|Total Other Income (Expenses)                                       
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|Deficit Before Income Taxes                                         
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|Provision for Income Taxes                                          
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|Net Income (Loss)                                                   
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|Net income (loss) per share                                         
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|Weighted average shares used for net income (loss) per share        
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|Net income (loss) per diluted share                                 
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|Weighted average shares used for net income (loss) per diluted share
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See Notes to Consolidated Financial Statements

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|BOYSTOYS.COM, INC.                                             
|---------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                          
|For the Nine and Three Months Ended September 30, 2004 and 2003
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|Cash Flows from Operating Activities:                          
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|Net cash provided by (used in) operating activities            
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|Cash Flows from Investing Activities:                          
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|Net cash provided by (used in) investing activities            
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|Net increase (decrease) in cash                                
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|Cash at beginning of period                                    
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|Cash at end of period                                          
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|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION :            
|                                                               
|Cash paid during the period for :                              
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See Notes to Consolidated Financial Statements

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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004





NOTE 1 - ORGANIZATION AND BUSINESS

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



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



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



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

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



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



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



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004





NOTE 2 - SUMMARY OF SIGNIFICANT

Principles of Consolidation

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

Basis of Accounting

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

Financial Instruments

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



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

Property and Equipment

Property and equipment were stated at cost.  The Company capitalizes all leasehold improvements, equipment and fixtures in accordance with Generally Accepted Accounting Principles.  Equipment and fixtures were depreciated using the straight-line method over the estimated asset lives ranging from 3 to 7 years.  Leasehold improvements were amortized using the straight-line method over the shorter of either the estimated life of the improvements or the length of the lease.



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



Stock Based Compensation

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



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Based Compensation (Continued)



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

Long-lived Assets

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

Income Taxes

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Basic Loss Per Share

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



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic Loss Per Share (Continued)

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

NOTE 3 - NOTE RECEIVABLE - OFFICER

A note receivable in the amount of  $32,738 is due from an officer of the Company as of September 30, 2004.  This note accrued interest at 5.85% up until the bankruptcy filing.

NOTE 4 - INCOME TAXES

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



|                                  | For the Year Ended
December 31, 2003
|--------------------------------- | ------------------------------------
|                                 
|                                  |                                     
|Deferred tax assets:              |                                     
|                                  |                                     
|Net operating loss carry-forwards | $                                   
|Other                             |                                     
|                                  |                                     
|Gross deferred tax assets         |                                     
|Valuation allowance               |                                     
|                                  |                                     
|Net deferred tax assets           | $                                   
|                                  |                                     
|                                  |                                     
|                                  |                                     

As of September 30, 2004, the Company has net operating loss carry-forwards for both federal and state income tax purposes of approximately $6,300,000, which expire through 2022.  Under federal and state laws, the availability of the Company's net operating loss carry-forward may be limited if a cumulative change in ownership of more than 50% occurs within any three year period.



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004





NOTE 5 - NOTES PAYABLE - CONVERTIBLE DEBT

Notes payable as of September 30, 2004, consist of the following:



|Secured promissory notes with issuance dates ranging from September 1995 to May 2000 and with interest rates ranging from 8% to 12% per annum.  The notes are due at the earlier of one year after the date of the note or 60 days after the Company's common stock is traded on any securities exchange or in any over-the-counter market.  The notes and accrued interest thereon are secured by Company common stock and note holders have the option to convert their debt into common stock.  These notes were not paid at their maturity dated and is due upon demand.  Rates for conversion vary from $.40 to $1 per share. | $   403,440
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |            
|Unsecured convertible promissory note which is not to exceed $1,500,000 Interest accrues at 12% per year, payable quarterly.  Conversion can be exercised at maturity (upon demand) at a price of $ 0.40 per share.                                                                                                                                                                                                                                                                                                                                                                                                                | 1,114,671  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |            
|Unsecured convertible promissory note of $300,000 dated December 3, 1999 with a maturity date of December 1, 2000, and accrues interest at 12% per annum.  Conversion can be exercised at Maturity at a price of $ 0.36 per share.                                                                                                                                                                                                                                                                                                                                                                                                 | 300,000    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |            
|Unsecured convertible promissory note of $100,000 dated January 10, 2000 with a maturity date of December 1, 2000, and accrues interest at 10% Per annum.  Conversion can be exercised at maturity at a price of $ 0.25 per share.                                                                                                                                                                                                                                                                                                                                                                                                 | - 0 -      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |            
|TOTALS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $ 1,818,111
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |            



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004





NOTE 5 - NOTES PAYABLE - CONVERTIBLE DEBT (Continued)

Accrued interest related to notes payable totaled $193,860 as of September 30, 2004. During 2000 notes payable of $650,000 were converted into shares of common stock.  The beneficial conversion feature of $631,086 was calculated by multiplying the intrinsic value of the stock times the number of shares the notes can be converted into.  The intrinsic value of a conversion feature is based upon the difference between the fair market value of the stock and the conversion price.  The Company filed for bankruptcy protection, as discussed in Note 7, and this had a significant effect on the repayments of notes payable.  Interest accruals ceased as of the filing date.



NOTE 6 - SHAREHOLDERS' EQUITY

Stock option plans

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



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

NOTE 7 - BANKRUPTCY

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



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BOYSTOYS.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2004





NOTE 7 - BANKRUPTCY (Continued)

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

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



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



This report has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information normally included in annual reports has been condensed or omitted pursuant to such rules and regulations.  This report should be read in conjunction with the Company's latest Annual Report on Form 10-KSB for year ended December 31, 2003, a copy of which may be obtained by writing to BoysToys.com, Inc., 5782 Caminito Empresa, La Jolla, California 92037.



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



On May 8, 2001, the Company filed a petition for bankruptcy protection with the U.S. Bankruptcy Court for the Northern District of California (the "Bankruptcy Court").  After protracted proceedings, a trustee was appointed to oversee the Company's affairs in June 2002.  Pursuant to an order of the Court, all of the Company's assets were transferred from the Company in August 2002.



On November 1, 2002, the Company filed a plan of liquidation with the Bankruptcy Court. As a result and at the present time the Company has no assets or business and there is no current prospect that the Company will ever have any assets or on-going business.  As disclosed in the Company's Form 8-K filing in September 2002, all of the Company's assets were transferred to the trustee who is liquidating the Company's assets in accordance with a plan of liquidation under Chapter 7 of the United States Bankruptcy Code. The Company is a mere corporate shell without any assets or business.



Previously, the Company through its then wholly-owned subsidiary, RMA of San Francisco, Inc., a California corporation ("RMA") owned and operated 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").



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



Internet-Related Matters



While the Company's name includes the ".com" moniker, the Company had no significant or material business activities involving the use of the internet.



Prior Public Offering of Subsidiary & Prior Filing Deficiencies



As reported previously, 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") in 1993.  The Prior Public Offering became effective on July 3, 1996 and on September 15, 1996, AEI-Nevada filed Form 8-A. 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. 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.  AEI-Nevada also 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.



Later and on March 15, 1997, AEI-Nevada filed Form 15 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.



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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.



The San Francisco Club



Before August of 2002, the Company previously operated a 15,000 square foot Club (completed in October 1999).  The Club opened on January 26, 2000 and remained in operation as the Company's principal business until the Company's assets were transferred to the U.S. Bankruptcy Court Trustee in August 2002.



Prior to August 2002, the Company's Club served 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 Club's revenues were 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;                                                                                                                           
|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.)



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The Company leased 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 was owned by Roma Cafe, Inc. ("RCI") and was located in San Francisco's financial district at 408-412 Broadway, San Francisco, California.



Plan of Operation - General



With the loss of the Company's assets and business and because the Company does not have any prospect of securing any significant financial resources, the Company's prospects are very limited.  Moreover, the very existence of the Company as a sustainable corporate enterprise is very doubtful.  The Company is filing this report as a courtesy to its stockholders and others who have supported the Company in past years.  However, there can be no assurance that the Company will continue to file these reports or fulfill its obligations under the Securities Exchange Act of 1934 in the future.  The Company has no assets and no resources and its ability to undertake these efforts are very limited.



The Company's management consists of solely two officers who are also directors of the Company.  Neither of these individuals are currently able to devote any significant time to the Company and its management.  As a result, the Company's ability to sustain itself and continue to meet its obligations under Delaware law and federal securities laws that impose burdens and costs on Companies that have securities registered under Section 12(g) of the Securities and Exchange Act of 1934 can not be assured. At the present time the Company's management has not undertaken any evaluation of any other proposed business involving the Company and there can be no assurance that the Company will ever conduct any such evaluation or enter any such business.



The Company currently has no financial resources and no existing plan to acquire any financing from any source.  There can be no assurance that the Company will develop any new financial or business plan. In the event that the Company undertakes any such evaluation and assuming that the uncertainties any issues that faced the Company in Bankruptcy Court do not arise again, the Company will not likely restrict its search to any specific business, industry or geographical location, and the Company may participate in a business venture of virtually any kind or nature.  The discussion of any such proposed business under this caption and throughout this Form 10-QSB is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities.



The Company has no current business or operations.  There can be no assurance that the Company will ever acquire any business or operations and if any such acquisition were completed, the Company anticipates that its existing shareholders will incur immediate and substantial dilution in connection with any acquisition transaction.



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



Three Month Period Ended September 30, 2003 and September 30, 2004



During the three months ending September 30, 2003 (A
Third Quarter 2003"), the Company recorded no Sales Revenues.  Similarly, during the three months ending September 30, 2004 (A
Third Quarter 2004") the Company recorded no Sales Revenues. During the Third Quarter 2003 and Third Quarter 2004, the Company had no material assets, business, or revenues since all of the Company's assets and business were liquidated pursuant to an order of the Bankruptcy Court.  While the Company's balance sheet shows that the Company holds $687,971 in cash, all of this cash is available only to pay certain approved claims held by creditors whose claims have been approved by the Bankruptcy Court.



As a result, during Third Quarter 2003 and Third Quarter 2004, the Company did not record any Cost of Sales, Gross Profit, or any General and Administrative Expense.



The Company had a $0 Gross Profit in the Third Quarter 2003 and Third Quarter 2004 and Net Income and Net Income per share was, during both periods, $0.



Nine Month Periods Ended September 30, 2003 and September 30, 2004



During the nine months ending September 30, 2003 (the A
First Nine Months of 2003"), the Company recorded no Sales Revenues and no Sales Revenues during the nine months ending September 30, 2004 (the A
First Nine Months of 2004"). The Company had no revenues during either of these periods since the Company had no operations, or business.  All of the $687,971 in Cash shown on the Company's Balance Sheet as of September 30, 2004 is available only to pay certain approved claims held by creditors whose claims have been approved by the Bankruptcy Court.



Similarly, the Company did not record any Cost of Sales, Gross Profit, Depreciation & Amortization, General Selling & Administrative Expense, or Other Income (or Expenses) during the First Nine Months of 2003 or during the First Nine Months of 2004.



As a result, the Company record $0 in Net Income and $0 in Net Income per Share during both the First Nine Months of 2003 and the First Nine Months of 2004.



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Liquidity and Capital Resources



The Company currently has no liquid or other assets or no anticipated source of capital.



The Company may, if circumstances allow, obtain one or more loans from its corporate officers, at least in the short term, to allow management to review and evaluate what actions should be taken.  However, there is no guarantee that the Company's officers will make any such loans or, if such loans are made, that the Company will obtain any such financing on reasonable terms in light of the Company's current circumstances.



If the Company is to sustain itself as a corporate entity and meet its obligations under federal securities laws, the Company will likely need, at minimum, $5,000 to $10,000 annually.  There can be no assurance that the Company will obtain any such financing.



The Company is filing this Form 10-QSB as a courtesy to its stockholders and in recognition of the faithful support that the Company's stockholders and others have shown in supporting the Company in prior years.



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Item 2a.  Factors that May Affect Future Results



The Company's current dismal financial condition, its lack of assets and absence of an on-going business will mean that the Company faces direct and continuing risks to its very existence.  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.  Lack of Business, Uncertainty, & Lack of Any Source of Financing.  The Company has no business, has no prospect of obtaining or acquiring a business, and the Company continues to face uncertainties arising out of the proceedings of the Bankruptcy Court.  Further, given the Company's recent experiences in Bankruptcy Court, the Company's management has not undertaken any review or evaluation of the Company or what actions or plans that the Company could take to gain any benefit for the Company's shareholders.  Under these circumstances and since the Company has and will continue to need financing to support its continued existence as a corporate enterprise, the Company faces significant and likely prolonged uncertainties with respect to the mere survival of the Company. There can be no assurance that the Company can continue to survive as a corporate entity, can continue to meet its filing and reporting requirements under federal securities laws or otherwise maintain its existence.



2.  Uncertainties of Market.  In the event that the Company is unable to develop any plans to develop or acquire a business for the Company or if the Company is unable to obtain necessary financing to support its corporate existence, the Company Common Stock will likely lose the privilege of trading on the OTC Electronic Bulletin Board.  There can be no assurance that the Company's Common Stock will continue to trade on the OTC Electronic Bulletin Board.



3.  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.



4.  Limited Management Time & Limited Management.  The Company has only two corporate officers and each is employed on a full time basis in other pursuits.  The Company has no current ability to pay any cash salaries to its officers and, on this basis, the Company and its affairs may receive only limited attention from its two corporate officers.  This could leave the Company with little or minimal assistance and oversight from its corporate officers and thus leave the Company unable to meet the challenges that it faces to survive as a corporate entity.



5.  Limited Public Market .  There is a limited trading market for the Company's Common Shares, and there is no guarantee that a continuous liquid trading market will ever 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.



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6.  Potential Dilution.  In the event that the Company obtains any new financing, it will likely 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.



7.  Rule 144 Stock Sales. As of December 31, 2003, the Company had 8,172,139 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.



8.  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.



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



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



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



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PART II - OTHER INFORMATION



Item 1.  Legal Proceedings



Pending any further actions or determinations that may be made by the U.S. Bankruptcy Court for the Northern District of California, the Company's management is not aware of any other legal proceedings involving the Company.



On November 1, 2002, the Company filed a Plan of Liquidation with the Bankruptcy Court.



The Company is not aware of any new legal proceedings initiated during 2004.



Item 2.  Changes in Securities



None.



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.



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Item 6.  Exhibits and Reports on Form 8-K



(a)  Exhibits



The following exhibits were 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 Promisory 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 were filed during the quarter ended September 30, 2004.



Exhibits attached to this Form 10-QSB:



|31.1 | Certification
|---- | -------------
|31.2 | Certification
|32.1 | Certification
|32.2 | Certification



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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. AmatoRalph M. Amato
President, Chief Executive Office
Chief Financial Officer
|                         |                                                                                           
|Date:  November 11, 2004 |                                                                                           



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