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 March 31, 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 May 10, 2000.

     Common Stock, par value $.001                             7,667,513
     -----------------------------                        ------------------
            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 March 31, 2000                                1

         Statements of Operations for the Three Months Ended
           March 31, 2000 and 1999 and the Period From Inception
           (June 30, 1997) through March 31, 2000                          2

         Statements of Cash Flows for the Three Months Ended
           March 31, 2000 and 1999 and the Period From Inception
           (June 30, 1997) through March 31, 2000                          3

         Notes to Financial Statements                                     4


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



                                     Part II


Item 6.  Exhibits and Reports on Form 8-K                                  9

         Signatures                                                       10




                                       ii

<PAGE>
                             FULL TILT SPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 MARCH 31, 2000
                                   (UNAUDITED)

                                     ASSETS


CURRENT ASSETS
      Cash                                                      $     4,493
      Accounts receivable                                            52,583
      Inventory                                                     155,491
      Prepaid expenses                                              287,965
                                                                ------------

               Total current assets                                 500,532
                                                                ------------

PROPERTY AND EQUIPMENT, net of depreciation                          23,352
                                                                ------------
OTHER ASSETS
      Deposits                                                        4,493
                                                                ------------

                                                                $   528,377
                                                                ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                          $   268,718
      Accrued expenses                                                8,431
      Deferred income - trade agreements                             25,020
                                                                ------------

               Total current liabilities                            302,169
                                                                ------------
LONG-TERM LIABILITIES
      Deferred Income - trade agreements                                328
                                                                ------------

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, 4,073,257 shares issued
         and outstanding                                              4,073
      Additional paid in capital                                  2,166,611
      Deficit accumulated during the development stage           (1,994,804)
                                                                ------------

               Total stockholders' equity                           225,880
                                                                ------------

                                                                $   528,377
                                                                ============



<PAGE>


<TABLE>


                             FULL TILT SPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>


                                                                                                     JUNE 30, 1997
                                                              THREE MONTHS        THREE MONTHS        (INCEPTION)
                                                                  ENDED              ENDED              THROUGH
                                                            MARCH 31, 2000       MARCH 31, 1999      MARCH 31, 2000
                                                           -----------------    ---------------     ---------------
 REVENUES
<S>                                                        <C>                  <C>                 <C>
      Sales of merchandise                                 $            58      $        845        $   207,099
      Advertising/Promotion income                                       -              -                17,500
      Trade agreements                                              11,230             3,900             92,733
      Miscellaneous                                                     11             1,517              2,153
                                                           -----------------    ---------------     ---------------

                                                                    11,299             6,262            319,485
                                                           -----------------    ---------------     ---------------

 COST OF GOODS SOLD                                                  1,914               486            107,441
                                                           -----------------    ---------------     ---------------

 GROSS PROFIT                                                        9,385             5,776            212,044
                                                           -----------------    ---------------     ---------------

 GENERAL AND ADMINISTRATIVE EXPENSES                               254,924           150,609          2,209,359
                                                           -----------------    ---------------     ---------------

 (LOSS) FROM OPERATIONS                                           (245,539)         (144,833)        (1,997,315)
                                                           -----------------    ---------------     ---------------
OTHER INCOME (EXPENSE)
     Interest income                                                     4             2,313              9,707
     Interest expense                                               (2,205)             -                (7,196)
                                                           -----------------    ---------------     ---------------

                                                                    (2,201)            2,313              2,511
                                                           -----------------    ---------------     ---------------

NET (LOSS)                                                        (247,740)         (142,520)        (1,994,804)

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

NET (LOSS) APPLICABLE TO COMMON STOCK                      $      (247,740)     $   (142,520)       $(2,003,393)
                                                           =================    ===============     ===============

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED)          4,042,674         3,467,828          3,412,584
                                                           =================    ===============     ===============

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)            $         (0.06)     $      (0.04)       $     (0.59)
                                                           =================    ===============     ===============
</TABLE>

                                       2

<PAGE>

<TABLE>

                             FULL TILT SPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>

                                                                                                     JUNE 30, 1997
                                                              THREE MONTHS        THREE MONTHS        (INCEPTION)
                                                                  ENDED              ENDED              THROUGH
                                                            MARCH 31, 2000       MARCH 31, 1999      MARCH 31, 2000

                                                           -----------------    ---------------     ---------------
OPERATING ACTIVITIES
<S>                                                        <C>                  <C>                 <C>
        Net cash flow from operating activities            $       (13,416)     $    (86,702)       $  (829,352)

INVESTING ACTIVITIES
     Acquisition of fixed assets                                    (1,176)          (13,433)           (33,870)
                                                           -----------------    ---------------     ---------------
        Net cash (used in) investing activities                     (1,176)          (13,433)           (33,870)
                                                           -----------------    ---------------     ---------------

FINANCING ACTIVITIES
     Common stock issued, net of offering costs                       -              354,055            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                   13,398           354,055            867,715
                                                           -----------------    ---------------     ---------------

        Net increase (decrease) in cash                             (1,194)          253,920              4,493

CASH AT BEGINNING OF PERIOD                                          5,687           101,716               -
                                                           -----------------    ---------------     ---------------

CASH AT END OF PERIOD                                      $         4,493      $    355,636        $     4,493
                                                           =================    ===============     ===============
</TABLE>


                                       3


<PAGE>


                             FULL TILT SPORTS, INC.
                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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  which  corresponds  to the fair
market  value of the common stock on the date it was agreed to issue said shares
was recorded as prepaid services and will be charged to operations.


(5)  Subsequent Event

     During April, 2000, the Company entered into an agreement to sell 3,594,256
shares of its common stock to a single individual . The purchase price consisted
of cash of  $1,000,000,  rent for a two year  tenancy of office  space valued at
$193,744,  office equipment valued at $32,192,  and consulting  services for one
year valued at $117,844. The Company has agreed to file a registration statement
within  180 days of the  closing  of the  transaction  with the  Securities  and
Exchange Commission to register these shares.

                                       4
<PAGE>


                             FULL TILT SPORTS, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2000
                                   (UNAUDITED)

     The  Company  has also agreed to issue  12,500  shares of common  stock per
month to the purchaser  commencing upon the closing of the transaction up to the
effective date of the above registration statement.

     As further  consideration  the Company  agreed to issue to the  purchaser a
stock purchase  warrant for the purchase of 1,036,000  shares of common stock at
$1.50 per share at any time through April 19, 2010.  The Company has also agreed
to register these shares as described above.

     In addition,  the Company entered into a two year consulting agreement with
the purchaser.  The  compensation to be paid in year one is described above. The
compensation  to be paid in year two is the  equivalent of $220,000,  payable at
the sole  discretion of the Company either in cash or common stock valued at 75%
of the average between the bid and ask price at December 31, 2000.

     Contemporaneously  with the closing of the  transaction,  the purchaser was
elected as Chairman of the Board.

                                       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 months ended March 31, 2000, as compared
to the same  period 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

     Full Tilt Sports,  Inc. (the "Company")  remained in the development  stage
during the three month period  ended March 31, 2000,  as the Company has not yet
received  significant  revenues from operations.  During the quarter then ended,
the  Company  realized  a net  loss of  $247,740,  or $.06 per  share,  on total
revenues  of  $11,299.  This  compares  to a net loss of $142,520 on revenues of
$6,262 for the three month period ended March 31, 1999.

     Revenues from the sale of merchandise during the first quarter of 2000 were
insignificant.  A majority of the revenues  during that time were  realized from
trade agreements, where the Company trades the services of its contract athletes
for services or merchandise from third parties. The same situation was generally
true during the first quarter of 1999.

     In the opinion of  management,  the lack of  merchandise  sales  during the
first  quarter of 2000 was primarily  related to the  Company's  lack of working
capital.  The Company's inability to obtain funding during the fourth quarter of
1999  caused a lack of working  capital to acquire  inventory  for  delivery  to
retailers  during  the  first  quarter  of  2000.  In  the  future,   management
anticipates  that  the  first  calendar  quarter  will  be one of the  strongest
quarters,  as retailers  traditionally  stock up during that time for spring and
summer  sales.  Management  hopes that the private  placement  completed  by the
Company in April and the line of credit will assist in  alleviating  the lack of
working capital (see Liquidity below).

     Management believes the Company's  merchandise concept is gaining a greater
acceptance in the  marketplace,  especially in Colorado.  The Company received a
sizable  order for delivery in the second  quarter of 2000.  The Company is also
entertaining  significant  orders  for  the  fall  of  2000,  although  lack  of
sufficient  working  capital  may effect the  Company's  ability to accept  such
orders.

     The   Company's   gross  profit  during  the  first  quarter  of  2000  was
insufficient  to finance  general and  administrative  expenses.  These expenses
increased  approximately  $100,000 from the three months ended March 31, 1999 to
the three months ended March 31, 2000, as the Company expands its operations.  A
significant portion of those general and administrative  expenses, in the amount
of  $140,701,  were  comprised of stock  issued to vendors and  consultants  for
services.  During the three months ended March 31, 2000,  the Company  issued an
aggregate of 133,535  shares of its common stock at prices  ranging from $.75 to
$1.38 for services.  Management has endeavored to utilize equity compensation in
an effort to  conserve  its working  capital.  In  conjunction  with the private
placement  discussed  below,  the Company  also issued an  aggregate of $117,844
worth of common stock in exchange for consulting  services and additional shares
in satisfaction of office rent for a two-year term. A prorated  portion of those
expenses will contribute to general and administrative expenses in the future.

     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.

                                       6
<PAGE>


Liquidity and Capital Resources

     The Company's  financial  condition  declined slightly from fiscal year end
December  31,  1999.  At March 31,  2000,  the Company  had  working  capital of
$198,363, a decrease of $111,060 from fiscal year end. Shareholders' equity also
decreased,  from  $332,919 at December  31, 1999 to $225,880 at March 31,  2000.
Management  attributes  this  erosion in the  Company's  financial  condition to
continuing  losses from  operations and a failure to obtain  additional  capital
from outside sources.

     Historically,  the Company has financed its operations  through the sale of
equity securities.  As a development stage entity, the Company uses, rather than
generates,  cash from  operations.  However,  during  the last six  months,  the
Company  has been unable to obtain  sufficient  additional  funding.  Management
attributes   this   failure   to   the   investment    community   interest   in
technology-related  companies,  as well as the Company's status as a development
stage  enterprise.  During the three months  ended March 31,  2000,  the Company
relied on the proceeds of $78,393 of notes issued to a private party to meet its
cash requirements.  Those notes were subsequently converted to common stock with
the  noteholder's  approval.

     The Company's  greatest  need for working  capital at present is to finance
acquisition  of  additional  inventory.  The Company also  requires  cash to pay
general and administrative expenses pending collection of accounts receivable.

     The Company  completed a private  placement in April,  2000 in an effort to
satisfy its working  capital  needs.  The Company sold an aggregate of 3,594,256
shares of its common stock to a single  individual  in a  transaction  completed
April 19, 2000. The proceeds of that offering to the Company included $1,000,000
in cash,  satisfaction of rent on its principal office  facilities for two years
valued at $193,744,  office  equipment and improvements in the amount of $32,192
and consulting  services valued at $117,844.

     Also  subsequent  to the  end of the  quarter,  the  Company  finalized  an
agreement  for a line of credit to help finance  working  capital  requirements.
Effective  May 12,  2000,  the  Company  executed  an  agreement  with Bank One,
Colorado  N.A.  for  a  loan  of  $1,200,000  to  finance  the   acquisition  of
merchandise.  The loan is payable interest only monthly  beginning June 12, 2000
at the existing prime rate and is due and payable in full on or before  November
15, 2000.  Repayment of the loan is secured by a security interest in all assets
of the  Company  and by  the  personal  guarantees  of two of its  officers  and
directors.  The  entire  amount of the line of credit was  subsequently  used to
secure a letter of credit in favor of a  manufacturer  of  merchadise to fill an
order received by the Company.  It is expected that this order will be delivered
in the Fall of 2000.

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


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.  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.


                                       7

<PAGE>


     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
         None.


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

             10.1 Material Contracts, Promissory  Note  by  and  between  the
                  Company  and Bank  One, Colorado, N.A., dated May 12, 2000

             27.1 Financial Data Schedule


         B.  Reports on Form 8-K
             The  Company  filed a Current  Report  dated  January  4, 2000
             reporting a change in its certifying accountants.

                                       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: May 17, 2000                   By: /s/ Roger K. Burnett
      ------------                       ------------------------------
                                            Roger K. Burnett, President
                                           (Principal Financial Officer)



                                       10