FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


(Mark One)
[X ]     QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000


                                       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 0-24829


                             FULL TILT SPORTS, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Colorado                                     84-1416864
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


212 North Wahsatch, Suite 205, Colorado Springs, CO              80903
---------------------------------------------------            ----------
     (Address of principal executive office)                   (Zip Code)


                                 (719) 630-0980
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.   Yes X     No
                                        ---      ---
The number of shares outstanding of each of Issuer's classes of common equity as
of August 17, 2000.

     Common Stock, par value $.001                              7,745,328
     -----------------------------                        ------------------
            Title of Class                                 Number of Shares


Transitional Small Business Disclosure Format   yes       no  X
                                                   ---       ---


<PAGE>



                             Full Tilt Sports, Inc.

                                      Index

--------------------------------------------------------------------------------
                                     Part I

Item 1.   Financial Statements

          Balance Sheet as of June 30, 2000 (unaudited)                   1

          Statements of  Operations  for the Three and Six Months
          Ended June 30, 2000 and 1999 and the Period From  Inception
          (June 30, 1997)  through June 30, 2000 (unaudited)              2

          Statements of Cash Flows for the Three Months Ended
          June 30, 2000 and 1999 and the Period From Inception
          (June 30, 1997) through June 30, 2000 (unaudited)               3


                   Notes to Financial Statements (unaudited)              4

Item 2.   Management's Discussion and Analysis or Plan of Operation       6



                                     Part II

Item 1-6. Other Information                                               9

          Signatures                                                     10



<PAGE>

                             FULL TILT SPORTS, INC.
                                  BALANCE SHEET

                                  JUNE 30, 2000
                                   (UNAUDITED)

 ASSETS

CURRENT ASSETS
      Cash                                                     $     642,260
      Accounts receivable                                            109,469
      Inventory                                                      164,060
      Prepaid expenses                                               490,031
                                                               --------------
               Total current assets                                1,405,820
                                                               --------------
PROPERTY AND EQUIPMENT, net of depreciation                           52,102
                                                               --------------
OTHER ASSETS
      Prepaid rent                                                   147,244
      Prepaid personal services and expenses                         303,237
      Deposits                                                         8,940
                                                               --------------
               Total other assets                                    459,421
                                                               --------------

                                                               $   1,917,343
                                                               ==============
         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                         $     105,749
      Accrued expenses                                                11,260
      Deferred income - trade agreements                             10,618
                                                               --------------
               Total current liabilities                             127,627
                                                               --------------

STOCKHOLDERS' EQUITY
      10% Convertible preferred stock, Series A, $0.01 par
        value, 150,000 shares authorized, 50,000 shares issued
        and outstanding                                               50,000
      Preferred stock, $0.01 par value, 4,850,000 undesignated
        shares authorized                                               -
      Common stock, $0.001 par value, 25,000,000 shares
        authorized, 7,765,328 shares issued
        and outstanding                                                7,765
      Additional paid in capital                                   4,246,638
      Deficit accumulated during the development stage            (2,514,687)
                                                               --------------
               Total stockholders' equity                          1,789,716
                                                               --------------

                                                               $   1,917,343
                                                               ==============

<PAGE>


<TABLE>
                             FULL TILT SPORTS, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<CAPTION>

                                                                                                                  JUNE 30, 1997
                                                  THREE MONTHS ENDED                   SIX MONTHS ENDED            (INCEPTION)
                                           -------------------------------      ------------------------------       THROUGH
                                           JUNE 30, 2000     JUNE 30, 1999      JUNE 30, 2000    JUNE 30, 1999    JUNE 30, 2000
                                           --------------    -------------      -------------    -------------    -------------
<S>                                        <C>               <C>                <C>              <C>              <C>
 REVENUES

     Sales of merchandise                  $   132,698       $   38,345         $  132,756       $   39,190       $   339,796
     Advertising/Promotion income                 -              17,500               -              17,500            17,500
     Trade agreements                           14,730           25,743             25,960           29,643           107,463
     Miscellaneous                                  32                2                 43            1,519             2,186
                                           --------------    -------------      -------------    -------------    -------------

                                               147,460           81,590            158,759           87,852           466,945
                                           --------------    -------------      -------------    -------------    -------------

 COST OF GOODS SOLD                            102,948           22,983            104,862           23,469           210,389
                                           --------------    -------------      -------------    -------------    -------------

 GROSS PROFIT                                   44,512           58,607             53,897           64,383           256,556
                                           --------------    -------------      -------------    -------------    -------------

 GENERAL AND ADMINISTRATIVE EXPENSES           567,863          277,716            822,787          428,325         2,777,222
                                           --------------    -------------      -------------    -------------    -------------

 (LOSS) FROM OPERATIONS                       (523,351)        (219,109)          (768,890)        (363,942)       (2,520,666)
                                           --------------    -------------      -------------    -------------    -------------

OTHER INCOME (EXPENSE)
    Interest income                              4,114            2,988              4,118            5,302            13,821
    Interest expense                              (646)              (3)            (2,851)              (3)           (7,842)
                                           --------------    -------------      -------------    -------------    -------------

                                                 3,468            2,985              1,267            5,299             5,979
                                           --------------    -------------      -------------    -------------    -------------

NET (LOSS)                                    (427,189)        (216,124)          (767,623)        (358,643)       (2,514,687)

PREFERRED DIVIDENDS                               -                -                  -              -                 (8,589)
                                           --------------    -------------      -------------    -------------    -------------

NET (LOSS) APPLICABLE TO COMMON STOCK      $  (427,189)      $ (216,124)        $ (767,623)      $ (358,643)      $(2,523,276)
                                           ==============    =============      =============    =============    =============
PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES
   OUTSTANDING (BASIC AND DILUTED)           6,575,651        3,704,981          4,963,623        3,557,449         3,794,860
                                           ==============    =============      =============    =============    =============

NET (LOSS) PER COMMON SHARE
   (BASIC AND DILUTED)                     $     (0.06)      $    (0.06)        $    (0.15)      $    (0.10)            (0.66)
                                           ==============    =============      =============    =============    =============

</TABLE>

                                       2
<PAGE>

<TABLE>

                             FULL TILT SPORTS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                                                 JUNE 30, 1997
                                                              SIX MONTHS         SIX MONTHS       (INCEPTION)
                                                                 ENDED              ENDED           THROUGH
                                                             JUNE 30, 2000      JUNE 30, 1999    JUNE 30, 2000
                                                             -------------      -------------    -------------
<S>                                                          <C>                <C>              <C>
OPERATING ACTIVITIES
         Net cash flow from operating activities             $ (344,265)        $ (203,116)      $(1,160,201)

INVESTING ACTIVITIES
     Acquisition of fixed assets                                (32,560)           (13,433)          (65,254)
                                                             -------------      -------------    -------------
         Net cash (used in) investing activities                (32,560)           (13,433)          (65,254)
                                                             -------------      -------------    -------------
FINANCING ACTIVITIES
     Common stock issued, net of offering costs               1,000,000            363,804         1,765,906
     Preferred stock issued                                        -                  -               50,000
     Proceeds from note payable                                  78,393               -              120,393
     Repayment of notes payable                                 (64,995)              -              (64,995)
     Preferred dividends paid                                      -                  -               (3,589)
                                                             -------------      -------------    -------------
         Net cash provided by financing activities            1,013,398            363,804         1,867,715
                                                             -------------      -------------    -------------

         Net increase (decrease) in cash                        636,573            147,255           642,260

CASH AT BEGINNING OF PERIOD                                       5,687            101,716              -
                                                             -------------      -------------    -------------
CASH AT END OF PERIOD                                        $  642,260         $  248,971       $   642,260
                                                             =============      =============    =============
</TABLE>

                                       3

<PAGE>
                              FULL TILT SPORTS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

(1)  Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally  accepted  accounting  principles  ("GAAP") for interim financial
information  and Item  310(b) of  Regulation  SB. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management,  all adjustments (consisting only of normal recurring
adjustments)  considered  necessary for a fair  presentation have been included.
The  results  of  operations  for the  periods  presented  are  not  necessarily
indicative  of the  results  to be  expected  for the  full  year.  For  further
information, refer to the financial statements of the Company as of December 31,
1999 and for the two years then ended,  including notes thereto  included in the
Company's Form 10-KSB.


(2)  Earnings Per Share

The Company  calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings  (loss) per share is calculated by dividing
net income (loss) by the weighted  average  number of common shares  outstanding
for the period.  Diluted earnings (loss) per share is calculated by dividing net
income  (loss) by the  weighted  average  number of common  shares and  dilutive
common stock equivalents outstanding.  During the periods presented common stock
equivalents were not considered as their effect would be anti dilutive


(3)  Inventory

Inventories are stated at the lower of cost or market using the weighted average
method.


(4)  Equity

The Company  has  authorized  30,000,000  shares of stock,  of which  25,000,000
shares are $.001 par value common stock and 5,000,000  shares are $.01 par value
preferred  stock.  The Board of Directors is  authorized  to divide the class of
preferred  shares into series and to fix and determine  the relative  rights and
preferences of those shares.

During the three month period ended March 31, 2000,  the Company  issued 133,535
shares  of  common  stock at  prices  ranging  from  $.75 to $1.38 per share for
services. The value of the common shares corresponds to the fair market value of
the common  stock on the date it was agreed to issue said  shares.  The value of
the shares was recorded as prepaid  services  and will be charged to  operations
over the lives of the related agreements.


                                       4
<PAGE>


During April,  2000 the Company issued 3,594,256 shares of its common stock at a
price per share of $.373869 per share in a  negotiated  private  placement.  The
consideration  received by the Company was $1,000,000 cash, $193,744 of pre-paid
rent, $117,844 for consulting services and $32,192 for equipment.  In connection
with filing of the  Company's  Form 10-QSB for the quarter  ended June 30, 2000,
and upon consultation with the Company's  accoutants,  the Company  subsequently
determined  that the  fair  market  value  of the  common  stock  for  financial
statement  accounting  purposes on the date of the transaction was approximately
$.55 per share.  Accoordingly,  the Company will record stock grant compensation
of  $648,864  over  the  lives of the  associated  agreements  representing  the
difference  between the neogotiated price per share and the fair market value of
the common stock.  The Company does not  anticipate  accruing  additional  stock
grant compensation for such private placement.

During the three month  period ended June 30, 2000,  the Company  issued  97,815
shares  of  common  stock at prices  ranging  from  $0.75 to $1.25 per share for
services. The value of the common shares corresponds to the fair market value of
the common  stock on the date it was agreed to issue said  shares.  The value of
the shares was recorded as prepaid  services  and will be charged to  operations
over the lives of the related agreements.



(5)  Related Party Transactions

The Company paid the outstanding  balances of several promissory note agreements
with two members of the board of directors.  Total amount paid for principal and
interest was $49,872.

                                       5
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operations.
===================================================================

     The  following  discussion  and  analysis  covers  material  changes in the
Company's  financial  condition since December 31, 1999 and material  changes in
the results of  operations  for the three and six months ended June 30, 2000, as
compared to the same periods in 1999.  This  discussion  and analysis  should be
read in conjunction  with  "Management's  Discussion and Analysis and Results of
Operations"  included in the Company's  Form 10-KSB for the year ended  December
31, 1999.


Results of Operations
---------------------
     For the three  months  ended June 30, 2000,  Full Tilt  Sports,  Inc.  (the
"Company") realized a net loss of $427,189, or $.06 per share, on total revenues
of  $147,460.  This  compares to a net loss of $216,124,  or $.06 per share,  on
revenues  of $81,590  for the quarter  ended June 30,  1999.  For the six months
ended June 30, 2000,  the Company  realized a net loss of $767,623,  or $.15 per
share,  on total revenues of $158,759.  This compares to a net loss of $358,643,
or $.10 per share,  on total  revenues of $87,852 for the six months  ended June
30, 1999.

     During 2000,  the Company  upgraded its product line and begun  contracting
for  production of merchandise  overseas.  Revenues from the sale of merchandise
during the second  quarter of 2000 did  increase  $65,960  from the same  fiscal
quarter in the prior year. This increase is  attributable  to additional  retail
outlets carrying the Company's  products.  A small amount of the revenues during
the second quarter of 2000 were also realized from trade  agreements,  where the
Company trades the services of its contract athletes for services or merchandise
from third parties.

     Gross  profit  for the three  and six month  periods  ended  June 30,  2000
decreased  significantly  compared to the three and six month periods ended June
30, 1999,  although  revenues  increased by approximately  $100,000 during these
periods.  This  decrease in gross  profit was due to an increase in the costs of
goods sold during the latter periods, in turn attributable to the increased cost
of manufacturing higher end products and the costs of shipping from overseas.

     The  Company's  gross  profit  during the second  quarter of 2000 was still
insufficient to finance general and administrative  expenses. These expenses for
the six months ended June 30, 2000 were $822,787,  an increase of  approximately
$400,000 from the six months ended June 30, 1999,  when expenses were  $428,325.
While  certain  expenses such as  advertising  decreased in the six month period
ended 2000 as compared to the similar period in 1999,  other expenses  increased
such as consulting fees, which increased approximately $180,000, and promotional
and  public  relations  expenses  which  increased   approximately  $60,000.  In
addition,  $92,694 in consulting expenses were realized as a non-cash expense in
the second  quarter  2000 due to  services  that a  shareholder  provided to the
Company as part of the purchase price for his stock acquisition in that period.

     The  Company  valued  the  stock  sold  by the  shareholder  in  his  stock
acquisition,  in accordance with generally accepted  accounting  principles,  at
approximately $.55 per share, a negotiated discount price from the trading price
of $.75 per share at the date of the  transaction.  This discount was due to the
significant  financial  investment the shareholder made at that time, the thinly
traded  market  for the  Company's  stock,  and the  fact  that  the  stock  was
restricted  from  resale  at the  time of  purchase.  The  shareholder's  actual
purchase price per share was less than the $.55 price per share as valued above.
The difference  between the actual and attributed  share prices,  for accounting
purposes, was a non-cash expense.

     During the second  quarter 2000,  the Company issued an aggregate of 82,458
shares of its common stock at prices ranging from $.75 to $1.25 for services. In
addition, the Company issued approximately 140,000 shares of its common stock to
a shareholder at a price of approximately $.55 per share as above stated.  These
stock issuance for services are reflected as a non-cash expense to the Company.

                                       6

<PAGE>


     Management  believes the Company's  products are continuing to gain greater
marketplace acceptance. The Company is expanding its sales outlets to department
stores  over a greater  area,  primarily  in the  western  states.  The  Company
delivered  a sizable  order in the second  quarter of 2000 to JC Penney Co, Inc.
and has  commitments  for  significant  orders  for the fall of  2000.  However,
management  is of the opinion  that the Company  will  continue to incur  losses
until such time as the sale of its  merchandise  results in a sufficient  profit
margin to cover general, administrative and other expenses.


Liquidity and Capital Resources
-------------------------------

     The  Company's  financial  condition  improved  significantly  from  fiscal
quarter end March 31, 2000 and December 31, 1999. At June 30, 2000,  the Company
had working capital of $1,278,193, an increase of $968,770 from the prior fiscal
year end. This is due in large part to an increase in the Company's  cash assets
that were $5,000 at  December  31,  1999 and  increased  to $642,260 at June 30,
2000. Prepaid expenses increased by approximately $290,000 during this period as
well.  The increase in cash was primarily  realized  from the private  placement
described below.

     In April,  2000,  in an effort to satisfy  the  Company's  working  capital
needs, an aggregate of 3,594,256  shares of common stock at a price per share of
$.373869 was sold in a neogotiated  private placement  completed April 19, 2000.
The Company also issued a warrant to purchase an  additional  1,036,000  shares.
The sale was made  pursuant Rule 506 of  Regulation D of the  Securities  Act of
1933,  as amended.  All of the shares sold in the  transaction  were  restricted
within the meaning of the 1933 Act and bear the  restrictive  legend as required
by Rule 144 under the  Securities  Act of 1933,  as amended.  The  consideration
received by the Company was  $1,000,000 in cash,  $193,744 for  satisfaction  of
rent for the Company's  principal office  facilities for two years,  $32,192 for
office equipment and improvements,  and $117,844 for consulting services. At the
time of the  placement,  the Company  determined  that the issuance was for fair
value  for a  number  of  reasons  including,  but not  limited  to:  a) lack of
responsiveness  in the  public  capital  markets  to new  financing  considering
declining  stock  markets;  b) that  there  were no  commissions  payable on the
transaction regarding the financing or leasing terms; c) the difficulty and cost
of timely obtaining  alternative large equity  financing;  d) that the terms and
conditions  were  preferable to debt or preferred stock terms; e) the timing and
availability  of  obtaining  rental  space  in a  tight  rental  market;  f) the
restrictions   associated  with  the  issued  stock  under  the  agreements  and
securities  laws;  and g) the  extremely  thin trading  volume of the  Company's
common  stock.  In connection  with filing of the Company's  Form 10-QSB for the
quarter  ended  June  30,  2000,  and  upon   consultation  with  the  Company's
accountants,  the Company subsequently  determined that the fair market value of
the  common  stock  for  financial  accounting  purposes  on  the  date  of  the
transaction was  approximately  $.55 per share.  Accoordingly,  the Company will
record stock grant  compensation  of $648,864  over the lives of the  associated
agreements  representing the difference  between the neogotiated price per share
and the fair market value of the common stock.  The Company does not  anticipate
accruing additional stock grant compensation for such private placement.

     Shareholders'  equity also increased  significantly,  from $332,919 at year
end  1999 to  $1,789,716  at June  30,  2000.  However,  the  number  of  shares
outstanding  also  significantly  increased,  from 3,939,722 at year end 1999 to
7,765,328 shares at June 30, 2000. A majority of these shares were issued in the
private placement.

     Based upon the cash and working capital  existing at June 30, 2000, as well
as current  commitments,  management  believes  that the Company has  sufficient
working  capital to meet its expenses until the end of this year.  However,  the
Company may require  additional  cash in 2001 to continue  its  operations.  The
Company may have to raise additional cash from outside sources.  The Company has
a line of credit with Bank One, Colorado N.A. though November 2000, all of which
is  available  at June 30,  2000.  If that  line of  credit  is not  renewed  in
November,  the  Company  may be  forced  to  borrow  elsewhere  or  sell  equity
securities to raise cash for inventory,  to finance accounts  receivable and for
general and administrative expenses.

     Management is of the opinion that the Company remains  dependent on receipt
of capital from outside sources to become profitable.

                                       7

<PAGE>


Cautionary Note Regarding Forward-Looking Statements
----------------------------------------------------
     In connection  with the safe harbor  provisions  of the Private  Securities
Litigation  Reform  Act of 1995  (the  "Reform  Act"),  the  Company  is  hereby
providing cautionary  statements  identifying important factors that could cause
the  Company's  actual  results to differ  materially  from those  projected  in
forward-looking  statements  (as such term is defined in the Reform Act) made by
or on behalf of the  Company  herein or  orally,  whether in  presentations,  in
response to questions or otherwise.  Factors that could cause actual  results to
differ materially  include,  among others,  the following:  acceptability of the
Company's products in the retail market place, general economic conditions,  and
the overall  state of the retail  clothing  industry.  Most of these factors are
outside the control of the Company.  Any  statements  that  express,  or involve
discussions  as to  expectations,  beliefs,  plans,  objectives,  assumptions or
future events or performance (often, but not always, through the use of words or
phrases  such  as  "will  result",  "are  expected  to",  "will  continue",  "is
anticipated",  "estimated", "projection" and "outlook") are not historical facts
and may be forward-looking and, accordingly,  such statements involve estimates,
assumptions,  and  uncertainties  which  could  cause  actual  results to differ
materially from those expressed in the forward-looking statements.

     The  Company   cautions  that  actual  results  or  outcomes  could  differ
materially from those expressed in any forward-looking  statements made by or on
behalf of the Company. Any forward-looking  statement speaks only as of the date
on which such  statement is made,  and the Company  undertakes  no obligation to
update  any  forward-looking  statement  or  statements  to  reflect  events  or
circumstances  after the date on which such  statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time, and it
is not  possible  for  management  to  predict  all of  such  factors.  Further,
management  cannot  assess the impact of each such factor on the business or the
extent to which any factor, or combination of factors,  may cause actual results
to differ materially from those contained in any forward-looking statements.

                                       8

<PAGE>



                           Part II: Other Information

Item 1: Legal Proceedings

          None


Item 2: Changes in Securities

          See Part I, Item 2.


Item 3: Defaults Upon Senior Securities

          None


Item 4: Submission of Matters to a Vote of Security Holders

          None


Item 5: Other information

          None


Item 6: Exhibits and Reports on Form 8-K

          A.   Exhibits
               27.1 Financial Data Schedule

          B.   Reports on Form 8-K
               The Company filed a Current Report dated April 19, 2000 reporting
               a change in control of the Company.

                                       9

<PAGE>


                                   SIGNATURES

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

                                   FULL TILT SPORTS, INC.


Date: August 21, 2000          By: /s/ Roger K. Burnett
                                   --------------------------
                                   Roger K. Burnett, President and
                                   Chief Financial Officer


                                       10