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 March 31, 2001

                                      OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
              For the transition period from  _______ to ________

                       Commission file number: 000-28684

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

               DELAWARE                               33-0824801
        -----------------------                ------------------------
     (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)              Identification No.)

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

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

            7825 Fay Avenue, Suite 200, La Jolla, California 92037
            ------------------------------------------------------
             (Former name, former address, and former fiscal year,
                        if changed since last report)

                  Common Stock Outstanding at March 31, 2001
                  8,172,139 Shares at $0.001 Par Value Common

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.
                                Yes [ ] No [X]

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

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

Item 1.  Financial Statements
         Letter of Independent Accountants . . . . . . . . . . . . . . . F- 1
         Consolidated Balance Sheets
           March 31, 2001 (unaudited) and December 31, 2000  . . . . . . F- 2
         Consolidated Statements of Operations (unaudited)
           Three Months Ended March 31, 2000 (unaudited)
           and Three Months Ended March 31, 2001 (unaudited) . . . . . . F- 3
         Consolidated Statements of Cash Flows (unaudited)
           Three Months Ended March 31, 2000 and March 31, 2001  . . . . F- 4
         Notes to Consolidated Financial Statements (unaudited)  . . . . F- 5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations . . . . . . . . . . . . . . . . . . .   16
Item 2A. Factors That May Affect Future Results  . . . . . . . . . . . .   19


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .   24
Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . .   25
Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . .   25
Item 4.  Submission of Matters to a Vote of Security Holders . . . . . .   25
Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . .   25
Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . .   26

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
</TABLE>

                                    -  2 -
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<PAGE>
Part I.  Financial Information
Item 1.  Financial Statements

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

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



The Board of Directors
BoysToys.com, Inc.


We have reviewed the accompanying consolidated balance sheet of BoysToys.com,
Inc. as of March 31, 2001 and March 31, 2000 and the related consolidated
statements of operations, shareholders' deficit and cash flows for the three
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
May 10, 2001


                                     F- 1

                                    -  3 -
===============================================================================
<PAGE>
                              BOYSTOYS.COM, INC.
<TABLE>
                         CONSOLIDATED BALANCE SHEETS
                   As of March 31, 2001 and March 31, 2000
<CAPTION>

                                                  2001          2000
                                               ----------    ----------
<S>                                            <C>           <C>
                   ASSETS
     Current Assets:
          Cash                                 $   20,968    $   24,821
          Inventory                                42,864        57,341
          Prepaid expenses                         43,760        41,694
          Employee advances                           580           200
                                               ----------    ----------
     Total Current Assets                         108,172       124,056

     Property and Equipment, Net                2,718,635     3,063,774

     Other Assets:
          Note Receivable - Officer                30,043        83,827
          Investment in Fine Art                   21,000        10,000
          Deposits                                 48,930        56,726
                                               ----------    ----------
     Total Other Assets                            99,973       150,553
                                               ----------    ----------
     TOTAL ASSETS                              $2,926,780    $3,338,383
                                               ==========    ==========


     LIABILITIES AND SHAREHOLDERS' EQUITY

     Current Liabilities:
          Accounts Payable                     $  129,174    $   70,026
          Equipment Payable                        25,091        33,325
          Accrued Interest                        244,751        76,555
          Convertible Debt                      1,867,313     1,925,095
                                               ----------    ----------
     Total Current Liabilities                  2,266,329     2,105,001
                                               ----------    ----------

     TOTAL LIABILITIES                          2,266,329     2,105,001


     Shareholders' (deficit) 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 7,298,639
          as of March 31, 2001 and 2000,
          respectively)                            81,721        72,986
     Additional Paid-in-Capital                 9,535,158     9,436,068
     Common stock subscribed                      (62,500)      (62,500)
     Deficit accumulated during the
          development stage (to 12/31/99)      (7,856,576)   (7,856,576)
     Deficit                                   (1,037,352)     (356,596)
                                               ----------    ----------
     Total Shareholders' Equity                   660,451     1,233,382
                                               ----------    ----------

     TOTAL LIABILITIES AND
          SHAREHOLDERS' EQUITY                 $2,926,780    $3,338,383
                                               ==========    ==========
<FN>
        See Accountants' Report and Notes to the Financial Statements.
</TABLE>

                                     F- 2

                                    -  4 -
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<PAGE>
                              BOYSTOYS.COM, INC.
<TABLE>
                    CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Three Months Ended March 31, 2001 and 2000
<CAPTION>

                                                  2001          2000
                                               ----------    ----------
<S>                                            <C>           <C>
Revenues:
  Sales                                        $  617,866    $  499,976
  Cost of Sales                                    95,097       150,124
                                               ----------    ----------
  Gross Profit                                    522,769       349,852

  General and Administrative Expenses            (533,568)     (632,520)
                                               ----------    ----------
Total General & Administrative Expenses          (533,568)     (632,520)

Operating loss                                    (10,799)     (282,668)

Other Income (Expenses):
  Interest Income                                    -              552
  Interest Expense                                (65,339)      (73,680)
                                               ----------    ----------
Total Other Income (Expenses)                     (65,339)      (73,128)

Deficit Before Income Taxes                       (76,138)     (355,796)

Provision for Income Taxes                           (200)         (800)
                                               ----------    ----------
Net loss                                       $  (76,338)   $ (356,596)
                                               ==========    ==========

Net loss per share                             $   (0.01)    $   (0.04)
                                               ==========    ==========

Weighted average shares used
  for net loss per share                        7,122,371     6,664,882
                                               ==========    ==========

Net loss per diluted share                     $   (0.00)    $   (0.05)
                                               ==========    ==========

Weighted average shares used
  for net loss per diluted share               10,987,124    10,413,735
                                               ==========    ==========
<FN>
        See Accountants' Report and Notes to the Financial Statements.
</TABLE>

                                     F- 3

                                    -  5 -
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<PAGE>
                              BOYSTOYS.COM, INC.
<TABLE>
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 2001 and 2000
<CAPTION>

                                                  2001          2000
                                               ----------    ----------
<S>                                            <C>           <C>
Cash Flows from Operating Activities:
  Net Loss                                     $  (76,338)   $ (301,659)
  Non-cash operating activities included
    in deficit accumulated :
    Amortization and Depreciation                  96,313        81,394
  (Increase) decrease in assets :
    Inventory                                       1,985       (57,341)
    Prepaid expenses                              (31,678)      (38,694)
    Employee advances                                  49          (200)
    Note receivable-officer                          -          (46,235)
  Increase (decrease) in liabilities :
    Accounts payable                               61,663          (900)
    Equipment contract payable                     (8,234)       33,323
    Accrued interest                               26,594        41,065
                                               ----------    ----------
Net cash used in operating activities              70,354      (289,247)
                                               ==========    ==========

Cash Flows from Investing Activities
    Purchase of equipment and improvements        (25,016)      (69,252)
    Investment in fine art                         (3,000)      (10,000)
                                               ----------    ----------
Net cash used in investing activities             (28,016)      (79,252)
                                               ==========    ==========

Cash Flows from Financing Activities :
  Increase (decrease) in convertible notes        (37,298)      150,000
  Stock issuances                                    -          243,318
                                               ----------    ----------
Net cash provided by financing activities         (37,298)      393,318
                                               ==========    ==========

Net increase in cash                                5,040        24,819

Cash at Beginning of Period                        15,927             2
                                               ----------    ----------
Cash at End of Period                          $   20,967    $   24,821
                                               ==========    ==========

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION :

Cash Paid During the Year for :
  Interest ( Net of amount capitalized )       $   38,745    $    2,125
                                               ==========    ==========
  Income Taxes                                 $     -       $      800
                                               ==========    ==========
<FN>
        See Accountants' Report and Notes to the Financial Statements.
</TABLE>

                                     F- 4

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

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 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").
BoyToys.com, Inc. engages in the business of developing, owning and operating
nightclubs providing exotic dance entertainment combined with a full service
restaurant, lounge, and business meeting facilities.

On December 6, 1993 Alternative Entertainment, Inc. a Nevada corporation
("AEI Nevada") was formed.  On June 11, 1999, a wholly owned subsidiary was
formed, RMA of San Francisco, Inc., a California Corporation, which will be
the operating entity for the first such nightclub facility in San Francisco,
California.

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 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 past 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

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<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

                                    -  8 -
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<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.  Total capitalized
interest related to construction was $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

                                    -  9 -
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<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.  Stock options issued to an office 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 price and was therefore anti-dilutive.

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.

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.

INVENTORY

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

NOTE 3 - NOTE RECEIVABLE - OFFICER

A note receivable in the amount of $30,043 is due from an officer of the
Company as of March 31, 2001.  This note bears interest at 5.85% and is due
upon demand.

                                     F- 8

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<PAGE>

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 values
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.

NOTE 5 - PROPERTY AND EQUIPMENT
<TABLE>
Property and equipment as of March 31, 2001 and 2000 consists of the following:

                                                    2001           2000
                                                ------------   ------------
     <S>                                        <C>            <C>
     Equipment and fixtures                          330,322        299,782
     Leasehold improvements:
          Capitalized construction costs           2,952,642      2,930,864
          Capitalized interest                       284,496        284,496
     Less: accumulated depreciation                 (848,826)      (451,368)
                                                ------------   ------------
                                                $  2,718,634   $  3,063,774
                                                ============   ============
</TABLE>
     Depreciation expense for the period was $96,313.
<TABLE>

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
<CAPTION>
                                               March 31, 2001
                                               --------------
     <S>                                        <C>
     Accounts payable                           $     96,669
     Accrued expenses                                 32,305
                                                ------------
                                                $    128,974
                                                ============
</TABLE>
                                     F- 9

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<PAGE>
NOTE 7 - NOTES PAYABLE
<TABLE>
Notes payable as of March 31, 2001 consist of the following:

<S>                                                            <C>
Secured promissory notes with issuance dates
ranging from September 1995 to February 1999,
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.                                                       391,940

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.                                                1,114,671

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.                           60,702

Unsecured convertible promissory of $490,000
dated December 3, 1999 with a maturity date of
December 1, 2000, and accrues interest at
12% per annum.                                                     300,000
                                                               -----------

                                                               $ 1,867,313
                                                               ===========
</TABLE>
Accrued interest related to notes payable totaled $140,067 as of
March 31, 2001.

                                     F- 10

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<PAGE>

NOTE 8 - 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.  No issuances have occured in the current year.

<TABLE>
A summary of the activity of the stock options for the three months ended
March 31, 2001 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

                                    - 13 -
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<PAGE>

NOTE 9 - INCOME TAXES
<TABLE>
Provision for income taxes for the quarter ended March 31, 2001 are summarized
as follows:

<S>                                      <C>
     Current income taxes                $    (200)
     Deferred income taxes                    -
                                         ---------
     Provision for income taxes          $    (200)
                                         =========
</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             2000
                                           ------------     ------------
     <S>                                   <C>              <C>
     Deferred tax assets:
     Net operating loss carryforwards      $  1,771,186     $  2,731,400
     Other                                        -0-              -0-
                                           ------------     ------------
     Gross deferred tax assets                1,771,186        2,731,400
     Valuation allowance                     (1,771,186)      (2,731,400)
                                           ------------     ------------
          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
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, 2000, the Company has net operating loss carryforwards for
both federal and state income tax purposes of approximately $5,700,000 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.

                                     F- 12

                                    - 14 -
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<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 March 31, 2000, minimum annual rental commitments
under this non-cancelable lease were as follows:
<CAPTION>
          Year Ending
          -----------
          <S>            <C>
             2000          146,700
             2001          201,600
             2002          201,600
             2003          201,600
          Thereafter       128,400
                         ---------
                         $ 879,900
                         =========
</TABLE>
Rent expense for the three months ended March 31, 2001 was $52,730.

NOTE 11 - GOING CONCERN

As shown in the accompanying financial statements the Company has incurred a
deficit totaling $7,856,756 to December 31, 2000, and $8,817,590 for the year
ended December 31, 2001.  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

On May 8, 2001 the Company filed a petition for relief under Chapter 11 of
the United States Bankruptcy Code.  The filing was in response to an
unexpected attempt by the landlord to terminate the Company's long-term
lease for the club in San Francisco.  The Company plans to emerge from this
proceeding with a workable plan to repay its major creditors, including the
landlord.  The Company is current in its monthly rent obligations, but the
landlord is also a short-term creditor with whom the Company was trying to
negotiate new payment terms.

                                     F- 13

                                    - 15 -
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<PAGE>

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

     This report has been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information normally included in
annual reports has been condensed or omitted pursuant to such rules and
regulations.  This report should be read in conjunction with the Company's
latest Annual Report on Form 10-K for the year ended December 31, 2000, a copy
of which may be obtained by writing BoysToys.com, Inc., 412 Broadway,
San Francisco, California 94133.

RESULTS OF OPERATIONS

FIRST QUARTER 2001

     During the first three months ending March 31, 2001 ("First Quarter
2001"), the Company recorded Sales revenues of $617,866 from the operations of
its upscale gentlemen's club at 412 Broadway, San Francisco, California 94133
(the "Club").  In comparison, during the three months ending March 31, 2000
("First Quarter 2000"), the Company recorded sales revenues of $499,976 from
the operations of the Club.  During the First Quarter 2001 the Club was open a
full 90 days and Sales averaged $6,865.18 per day compared to operations during
the First Quarter 2000 when the Club (which opened on January 26, 2000) had
operations for only 66 days and Sales averaged $7,575.39 per day. The higher
average Sales per day during the First Quarter 2000 was primarily due to the
high volume of new customers and promotional activities held at the Club
following its opening on January 26, 2000.

     The Company did not derive any revenues from its six Developmental Web
Sites during the First Quarter 2001 or First Quarter 2000 and all of the
Company's revenues were derived solely from the Club.

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

     Cost of Sales during First Quarter 2001 were $95,097 or 15.39% of Sales
during that period compared to First Quarter 2000 where Cost of Sales totaled
$150,124 or 30.03% of Sales during the First Quarter 2000 period. Cost of Sales
is primarily made up of food and beverage costs, labor costs, supply costs, and
other costs incurred in operating the Club.

     After deducting Cost of Sales, the Company's Gross Profit during the First
Quarter 2001 was $522,769.  This represented a gross margin (computed as Gross
Profit divided Sales) of approximately 84.61% compared to a Gross Profit of
$349,852 with a gross margin of approximately 69.97% during the First Quarter
2000. The Company's increased gross margin was primarily due to the Company's
ability to implement improved inventory management of food and liquor,
increased sales of Diamond Dollars and increased receipts of Entertainer Lease
fees.

                                    - 16 -
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<PAGE>

     General and Administrative Expenses for the First Quarter 2001 was
$533,568.  This represented a decrease of about 15.64% from $632,520 in
General and Administrative Expenses incurred during the First Quarter 2000.
These costs included administrative expenses for the operation of the Company
and the Club such as accounting, advertising, depreciation, office
administration, marketing/promotion, rent, insurance, janitorial, and other
expenses. The decreased level of General and Administrative Expenses was
primarily due to the Company not incurring Club opening expenses, expenses
incurred in hiring and training a large number of Club personnel, initial
marketing and promotion expenses, and other related expenses.

     As a result, during the First Quarter 2001 the Company incurred an
operating loss of $10,799 compared to First Quarter 2000 when the Company
incurred an Operating Loss of $282,668. The decline in the Company's Operating
Loss of nearly 97% from First Quarter 2000 to First Quarter 2001 reflected the
Company's efforts to establish and position the Club within the San Francisco
marketplace and to implement management practices to enhance efficiencies and
operating strategies.

     In addition, during First Quarter 2001, the Company recorded $65,339 in
Interest Expense.  In contrast, during the First Quarter 2000, the Company
recorded Other Income and Expenses as follows: $552 in Interest Income,
$73,680 in Interest Expense. The reduction in Interest Expense during the
First Quarter 2001 resulted from the Company's efforts to payoff outstanding
debt obligations as the Company's cash flow allows.

     As a result during the First Quarter 2001, Total Other Income and Expenses
was ($65,339) (a negative number) compared to ($73,128) (a negative number)
during the First quarter 2000.  This represented a decrease of about
10.65% from First Quarter 2000 to First Quarter 2001.

     This resulted in a Deficit Before Income Taxes of $76,138 during the
First Quarter 2001 compared to a Deficit Before Income Taxes of $355,796 for
the First Quarter 2000.

     After adding a Provision for Income Taxes (i.e., California Franchise
Taxes), the Company recorded a Net Loss of $76,338 during the First Quarter
2001 compared to $356,596 for the First Quarter 2000.

     On a per share basis, the Net Loss of $76,338 during the First Quarter
2001 which resulted in a Net Loss Per Common Share of about $0.01 compared to a
Net Loss of $356,596 during the First Quarter 2000 which represents a Net Loss
Per Common Share of ($0.04).

LIQUIDITY AND CAPITAL RESOURCES

     During the First Quarter 2001, the Company recorded Net Cash Used in
Operating Activities of $70,354 compared to the First Quarter 2000 when the
Company recorded Net Cash Used in Operating Activities of ($289,247).

     The Company's cash flow during the First Quarter 2001 improved compared to
First Quarter 2000 since, during the latter period, the Company purchased
$69,252 equipment and made improvements in its leasehold at the Club during
First Quarter 2000.  These expenditures were reduced during the First Quarter
2001 when the Company purchased only $25,016 in equipment and leasehold
improvements were lower. In the aggregate, these expenditures negatively
impacted the Company's cash flow by ($28,016) during the First Quarter 2001
compared ($79,252) during First Quarter 2000.

                                    - 17 -
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<PAGE>

     During the First Quarter 2001, the Company reduced the outstanding amount
of convertible notes by $37,298 and the Company did not issue any additional
shares of its Common Stock.

     In comparison, during the First Quarter 2000, the Company's financing
activities resulted in a net increase in convertible notes of $150,000 and an
increase in Common Stock of $243,318.

     Therefore, after including the effect of the Company's financing
activities, the Company had a Net Increase in Cash of $5,040 during the
First Quarter 2001.

     However, the Company's liquidity remains extremely low.  As of
March 31, 2001, the Company had $108,172 in Total Current Assets.  On the same
date the Company had $2,266,329 in Total Current Liabilities.  By comparison,
on March 31, 2001, the Company had $124,056 in Total Current Assets and
$2,105,001 in Total Current Liabilities. In relative terms, the Company's
liquidity as measured by the Company's Current Ratio (defined as Total Current
Assets divided Total Current Liabilities) declined from March 31, 2000 to
March 31, 2001 by almost 19%:

                                               Current Ratio
                                               -------------
                   March 31, 2001                  .047

                   March 31, 2000                  .058

as the Company's Total Current Liabilities increased from $2,105,001 as of
March 31, 2000 to $2,266,329 as of March 31, 2001.  And, by comparison, the
Company's Total Current Assets declined from $124,056 on March 31, 2000 to
$108,172 on March 31, 2001.

     Thus the Company had less than five cents in Total Current Assets as of
March 31, 2001 ($108,172/$266,329)for each one dollar in Total Current
Liabilities as of March 31, 2001 and less than six cents in Total Current
Assets for each one dollar in Total Current Liabilities as of March 31, 2000
($124,056/$2,105,001). The Company's liquidity was reduced in relative terms
from First Quarter 2000 to First Quarter 2001.

     On May 8, 2001, the Company filed a petition in the U.S. Bankruptcy Court
for the Northern District of California.  The bankruptcy filing was sought to
protect the Company from the actions of a holder of a lien on the building and
real property leased by the Company for the operation of its Club.  While the
Company believes that it will be able to pay off the lien (approximating
$100,000) and emerge from U.S. Bankruptcy Court with its operations intact,
there can be no assurance that the Company will not incur significant and
protracted costs and resulting financial difficulties as a result of the
bankruptcy filing.

     The Company's management recognizes the difficulties and challenges it
faces, particularly as it works to establish the Club within the intensely
competitive San Francisco, California market.  As a result, the Company has
worked to conserve its cash expenditures and to the extent that the Company
can, where appropriate, the Company has sought to acquire goods or services
through the issuance of its common stock or notes on a private placement basis
and in lieu of cash.  The Company continues to face significant operating and
financial challenges and the ability of the Company to meet its financial
obligations (particularly the obligations to either refinance or convert its
convertible debt into the Company's Common Stock) will likely continue.

                                    - 18 -
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<PAGE>

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 significant losses during the twelve months ending December 31, 2000
and $76,338 in losses during the three months ending March 31, 2001.
The Company anticipates that it 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.  IMPACT OF BANKRUPTCY FILING & CONTINUING UNCERTAINTY.  On May 8, 2001,
the Company's management filed a petition in the U.S. Bankruptcy Court for the
Northern District of California.  The bankruptcy filing was sought to protect
the Company from the actions of a holder of a lien on the building and real
property leased by the Company for the operation of its Club.  While the
Company believes that it will be able to pay off the lien (approximating
$100,000) and emerge from U.S. Bankruptcy Court with its operations intact,
there can be no assurance that the Company will not incur significant and
protracted costs and resulting financial difficulties as a result of the
bankruptcy filing. The Company anticipates that it will incur significant legal
fees and costs as a result of the action it has taken in seeking the protection
of the bankruptcy laws. And while the Company believes that the bankruptcy
filing will serve to protect its lease for the operation of its Club and allow
an orderly resolution of certain claims from a holder of a lien interest, there
can be no assurance that the Company will successfully resolve these or any
other issues that may arise in U.S. Bankruptcy Court or that the Company will
do so without substantial diminution of the interests of the Company's current
stockholders.

3.  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.

                                    - 19 -
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<PAGE>

4.  CURRENT FINANCIAL STRUCTURE, LIMITED EQUITY, LIMITED WORKING CAPITAL &
NEED FOR ADDITIONAL FINANCING.  While the Company's management believes that
its financial policies have been prudent, the Company has relied, in large
part, upon the use of debt financing to provide a substantial portion of the
Company's financial needs.  The Company has, as of March 31, 2001, an aggregate
of $2,266,329 in current liabilities that are due for payment prior to
March 31, 2002 and of which $1,867,313 is in the form of convertible debt
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 provided that the U.S. Bankruptcy Court does not make
contrary determinations, 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.

     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
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.

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, 1999 and 2000, 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 is subordinate to the claims of the Company's
existing and future creditors and any future holders of the Company's preferred
stock.  The Company is authorized to issue up to 8,000,000 shares of the
Company's preferred stock and currently the Company has not issued any
preferred stock.

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

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

                                    - 20 -
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<PAGE>

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

10.  CONTROL BY OFFICERS AND DIRECTORS.  The Company's present directors and
officers hold the power to vote an aggregate of 37.66% of the Company's Common
Shares as of December 31, 1999 (after including any shares purchasable upon
exercise of all existing common stock purchase options held by the Company's
officers and directors).  The Company has granted a common stock purchase
option (the "First Amato Option") to Ralph M. Amato, the Company's Chairman,
President, Secretary, and Founder.  The First Amato Option grants Mr. Amato the
right to purchase 1,200,000 shares of the Company's Common Stock at an exercise
price of $0.25 per Common Share.  The First Amato Option has no expiration
date.  In addition, Mr. Amato holds a second common stock purchase option for
the purchase of 600,000 shares of the Company's Common Stock with an exercise
price of $0.25 per share (the "Second Amato Option").  The Second Amato Option
expires February 13, 2004.  Finally, Michael L. Potter, the Company's Secretary
and Director, holds an option to purchase 250,000 shares of the Company's
Common Stock at a purchase price of $0.25 per share (the "Potter Option").
The Potter Option expires on February 13, 2004.

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

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

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

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

                                    - 21 -
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<PAGE>

15.  MANAGERIAL EXPERIENCE OF CORPORATE OFFICERS.  The Company's officers,
Ralph M. Amato and Michael L. Potter, Esq. have a little more than one year
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 $2,266,329 in
amounts due as Total Current Liabilities (as of March 31, 2001).  There can be
no assurance that the Company will be successful in paying these debts.
With the Company's filing in U.S. Bankruptcy Court on May 8, 2001, the Company
will not likely receive any  commitment from any underwriter or other source of
capital that any additional capital will be provided to the Company.
The Company may need to rely upon its operating cash flow for debt repayment.
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.

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.

                                    - 22 -
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<PAGE>

21.  RULE 144 STOCK SALES.  As of December 31, 2000, the Company had
2,541,374 shares of the Company's outstanding Common Stock as "restricted
securities" which may be sold only in compliance with Rule 144 adopted under
the Securities Act of 1933 or other applicable exemptions from registration.
Rule 144 provides that a person holding restricted securities for a period of
one year may thereafter sell in brokerage transactions, an amount not exceeding
in any three month period the greater of either (i) 1% of the Company's
outstanding Common Stock, or (ii) the average weekly trading volume during a
period of four calendar weeks immediately preceding any sale.  Persons who are
not affiliated with the Company and who have held their restricted securities
for at least two years are not subject to the volume limitation. Possible or
actual sales of the Company's Common Stock by present shareholders under
Rule 144 may have a depressive effect on the price of the Company's Common
Stock if any liquid trading market develops.

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.

                                    - 23 -
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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.

23.  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


ITEM 1.  LEGAL PROCEEDINGS.

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

     As of this date, no plan of reorganization has been submitted, considered,
or approved by the Court and the Company is currently acting as "debtor in
possession" and no receiver or other fiscal agent has been appointed by the
Court.

                                    - 24 -
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<PAGE>

     The Company anticipates that the Company will not likely emerge from
bankruptcy for some period of time.  The Company is not able to predict if or
identify the date at which any such plan of reorganization will be approved.


ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

     (c)  Issuances of Equity Securities

     None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The Company is in default on a $100,000 claim for payment on a lien on the
real property  at which its Club is located.  Subject to the determinations
made in U.S. Bankruptcy Court, the Company is seeking to pay this lien in full.


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

     None.


ITEM 5.  OTHER INFORMATION

     Not applicable.


                                    - 25 -
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<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (A)  Exhibits

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

3       Certificate of Incorporation - Wagg Corp.
3.1     Amendment to Certificate of Incorporation - Wagg Corp.
3.2     Amendment to Certificate of Incorporation - Wagg Corp.
3.3     By-Laws of Wagg Corp. (Delaware)
3.4     Articles of Incorporation - Alternative Entertainment, Inc. (NV)
3.5     By-Laws of Alternative Entertainment, Inc. (NV)
4.1     Specimen of Common Stock Certificate

10      Agreement for the Purchase of Common Stock
10.1    Lease for Office Space in La Jolla, California
10.2    Lease of Real Property from Roma Cafe, Inc.
10.3    Lease of Apartment Units in San Francisco, California
10.4    Indemnification Agreement between the Company and Ralph M. Amato
10.5    Agreement with Itex Corporation
10.6    Employment Agreement Between the Company and Gary Marlin
10.7    Loan Agreement with Unsecured Convertible Note
10.8    Unsecured Promissory Note (C. Palozzi)
10.9    Settlement Agreement With Bowne of Los Angeles, Inc.
10.10   Unsecured Promissory Note (V. Amato)
10.11   Unsecured Promissory Note (V. Amato)
10.12   Secured Promissory Note (R. Smith)
10.13   Secured Promissory Note (I. Weeda Family Trust)
10.14   Secured Promissory Note (I. Weeda Family Trust)
10.15   Secured Promissory Note (K. Marc)
10.16   Secured Promissory Note (G. W. Smith)
10.17   Secured Promissory Note (D. Hylton)
10.18   Secured Promissory Note (M. Yonika)
10.19   Unsecured Promissory Note (R. Kaelan)
10.20   Unsecured Convertible Promissory Note ($300,000 - Chin)
10.21   Addendum to Promissory Note (Essex)
10.22   Unsecured Promissory Note ($70,000 - Amato)
10.23   Unsecured Promissory Note ($16,000 - Amato)
10.24   Unsecured Promissory Note ($100,000 - Chin)

10.25   Unsecured Promissory Note ($25,000- I. Weeda Family Trust)
10.26   Unsecured Promissory Note ($25,000 - I. Weeda Family Trust)
10.27   Loan Agreement & Convertible Unsecured Promissory Note
        ($50,000 - Kawesch)
10.28   Unsecured Promissory Note ($100,000 - Lewis Chin)
10.29   Unsecured Promissory Note ($25,000 - Thomas Johnson)
10.30   Loan Agreement & Convertible Unsecured Promissory Note ($25,000-Tinney)

23.1    Consent of Pannell Kerr Forster
23.2    Resignation of Pannell Kerr Forster
23.3    Consent of Pannnell Kerr Forster
23.4    Acknowledgment of Armando C. Ibarra


     (B)  Form 8-K

     The Company did not file any reports on Form 8-K during the three months
ending March 31, 2001.


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                                  SIGNATURES


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


                                       Registrant:
                                       BoysToys.com, Inc.


                                       /s/ Ralph M. Amato
                                       ------------------
                                       Ralph M. Amato
                                       President, Chief Executive Officer
                                       Chairman, and Chief Financial Officer



Date: April 14, 2001

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