SecProbe.io

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								June 2, 2005

By U.S. Mail and Facsimile [ (858) 630 - 2918 ]

Mr. Ralph M. Amato,
  President and Chief Executive Officer
BOYSTOYS.COM, INC.
5782 Caminito Empresa,
La Jolla, California  92037

	Re:	BoysToys.com, Inc.
Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed April 13, 2005
		File No. 0-30396

Dear Mr. Amato:

	We have reviewed the above referenced filing based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments.  Where indicated, we
think you should revise your document in response to these
comments
in an amendment to the December 31, 2004 Annual Report on Form 10-
KSB.  Please confirm that such comments will be complied with.  If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  After reviewing the
information, we may or may not raise additional comments.

	Pursuant to Rule 101(a)(3) of Regulation S-T, your response,
should be submitted in electronic form, under the label "corresp",
and be provided within 10 business days from the date of this
letter,
and an amendment to the Form 10-K should be filed within 15
business
days from the date of this letter.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

Ralph M. Amato
BoysToys.com, Inc.
June 2, 2005
Page 2

Form 10-KSB (Fiscal Year Ended December 31, 2004)

Financial Statements

1. We note that on October 6, 2002, the Bankruptcy Court entered
an
order for a Chapter 7 dissolution of the Company and its assets,
and
that your prior proposed plan of reorganization under Chapter 11
was
rejected by the Court.  Please revise your audited financial
statements or, explain to us in detail why your financial
statements
have not been presented on a liquidation basis of accounting for
the
period, beginning October 6, 2002 and for each fiscal year through
the year ended December 31, 2004 and any subsequent interim
period.
Under a liquidation basis of accounting, a statement of net assets
in
liquidation (and not be titled a balance sheet), should be
presented
that reflects the estimated realizable amounts of assets and
reports
the settlement amount of liabilities.  In addition, a statement of
changes in net assets in liquidation should be provided which
reports
the estimated gains and losses on liquidation.  Further, the notes
to
the financial statements should disclose the plan of liquidation
and
the basis of presentation, along with the applicable disclosures
normally required under GAAP.  The results of operations and cash
flows may continue to be disclosed in a separate statement or
summarized in the footnotes.

Report of Independent Registered Public Accounting Firm, page F-2

2. Also, as there is uncertainty about your continued existence,
and
given the Chapter 7 liquidation order by the Bankruptcy Court in
October 2002, please have your auditors explain to us in detail
why
the auditors` report was not prepared based on the assumption of
liquidation of your Company.  Please advise or have the auditors`
revise their audit opinion.  Reference is made to Section 607.02
of
the Codification of Financial Reporting Policies.

Statements of Operations, page F-5

3. Please delete from the fiscal year December 31, 2003 column,
the
$(354,887) amount of `operating income (loss)` as it is unclear
how
such amount was derived, without displaying any corresponding
revenue
or expense amounts.  Please delete or, if necessary, advise.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

Ralph M. Amato
BoysToys.com, Inc.
June 2, 2005
Page 3

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Closing

      You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 942-1912, if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1952 with any other questions.

      Sincerely,

      Joseph A. Foti
								Senior Assistant Chief
Accountant

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