FORM 10-KSB/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

[X]  Annual report  pursuant to section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 For the fiscal year ended December 31, 1999 or

[ ]  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange Act of 1934


                         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
     incorporation or organization)                identification No.)


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


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

Securities registered pursuant to Section 12(b) of the Act:

                                      None

Securities registered pursuant to Section 12(g) of the Act:

                                Title of each class

                                Common Shares, $.001 par value
                                ------------------------------

Check  whether  the issuer  (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
            ---


<PAGE>


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
the  registrant's  knowledge,  in  definitive  proxy or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The Registrant's revenues for the most recent fiscal year were $289,180.

The aggregate  market value of the 1,901,021 Common Shares held by nonaffiliates
of the Company as of July 25, 2000, was approximately  $1,901,021 based upon the
last reported sale of the Company's Common Shares of $1.00 per share.

The total number of Common Shares outstanding as of July 25, 2000 was 7,647,513.


                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None


Transitional Small Business Disclosure Format:       Yes               No  X
                                                         --------         ----




<PAGE>


                                    PART III

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On August 1, 1998,  Stephen K.  Anderson  resigned his position as officer,
director and employee of the Company, and returned 600,000 shares to the Company
treasury.  Of the remaining shares, 95,000 were transferred to Bill M. Conrad, a
former  director and former 5% beneficial  owner of the Company and 5,000 shares
were retained by Mr. Anderson.

     On April 1, 1999 options to purchase shares of Common Stock were granted to
the officers,  directors and 5%  beneficial  owners to acquire  shares of Common
Stock for the purchase price of $1.50 per share exercisable until June 30, 2007.
Roger K. Burnett, President and Director, was granted 200,000 options; Joseph F.
DeBerry,  Vice President and Director was granted  200,000  options;  J. Fischer
DeBerry, Vice President and Director was granted 25,000 options; Bill M. Conrad,
a former  director and former 5%  beneficial  owner of the Company,  was granted
200,000  options;  and Raymond E.  McElhaney,  a former  director  and former 5%
beneficial owner of the Company was granted 25,000 options.

     In July,  1998,  Messrs.  Joseph  DeBerry  and  Burnett  each  acquired  an
additional  4,618  shares of Common  Stock of the Company in  consideration  for
services  rendered  to the  Company  in the months of May and June,  1998.  Said
consideration was in lieu of salary payable under the Employment Agreements that
Messrs. Joseph DeBerry and Burnett have entered into with the Company.

     In July, 1998, MCM Capital Management, Inc. acquired 5,625 shares of Common
Stock of the Company for  consideration  of service and satisfaction of accounts
payable  under the  Administrative  Services  Agreement.  Mr.  Conrad,  a former
director and former 5% beneficial  owner of the Company,  and Mr.  McElhaney,  a
former  director  and  former  5%  beneficial  owner  of the  Company,  are also
officers, directors and principal shareholders of MCM Capital Management, Inc.

     In 1999 our Administrative  Services Agreement with MCM Capital Management,
Inc. of Colorado  Springs expired and this agreement was not renewed.  Under the
agreement  MCM  had  assisted  us  with  our   bookkeeping,   secretarial,   and
administrative  needs,  provided  storage and  warehouse  space as well as on an
as-needed basis for a period of one year at a rate of $2,500 per month beginning
January 1, 1998. During the years ended December 31, 1998 and 1999,  $60,000 was
paid to MCM under this  agreement.  Mr. Conrad,  a former director and former 5%
beneficial owner of the Company, and Mr. McElhaney, a former director and former
5% beneficial  owner of the Company are also  officers,  directors and principal
shareholders of MCM Capital Management, Inc.

     In 1999 our  offices  were  located  at 5525  Erindale  Drive,  Suite  200,
Colorado  Springs,  Colorado 80918, in space that was subleased from MCM for the
monthly rental of $2000. This rent was in addition to the fees paid for services
under the Administrative Services Agreement above. We signed a one year lease on
February  1,  1999  for  this  space,  and did not  renew  this  lease  upon its
expiration.  Commencing  on  February 1, 2000,  we changed  the  location of our
principle offices to 212 N. Wahsatch Ave., Suite 205, Colorado Springs, Colorado
80903 and have  executed a three year lease  agreement  for this  location.  The
offices are located in 6,000 square feet of office space and are leased from The
Landhuis  Company for the monthly rental of $7,750 per month. We anticipate that
this office space will be adequate for the term of the lease.


                                       1

<PAGE>


     All these  transactions  were  approved by a majority of the  disinterested
directors  at that time.  The Board of  Directors is of the opinion that each of
these  transactions  were no less  favorable  than  could  be  obtained  from an
unaffiliated third party.


                                       2

<PAGE>



                                     PART IV

ITEM 13. EXHIBITS, REPORTS ON FORM 8-K AND FINANCIAL STATEMENTS

     (a)  Exhibits.

          Except as otherwise  indicated,  each of the following  documents were
          included as exhibits to the Company's  Registration  Statement on Form
          10-SB filed under the Securities Act of 1934, File No. 0-24829 and are
          incorporated herein by this reference.

Exhibit No.

2               Not applicable.

3.1             Articles  of  Incorporation  of the Company as filed June 30,
                1997 with the Secretary of State of the State of Colorado.

3.2             Articles of Amendment of the  Articles of  Incorporation  of the
                Company as filed April, 15, 1998 with the Secretary of State of
                the State of Colorado.

3.3             Bylaws of the Company.

4.1             Form of Certificate for Common Shares, $.0001 par value per
                share.

4.2             Not applicable.

9               Not applicable.

10.1            Employment  Agreement,  by and between  the  Company and Roger
                K.  Burnett, dated August 5, 1997

10.2            Employment Agreement, by and between the Company and Joseph F.
                DeBerry, dated August 5, 1997

10.3            Non-Qualified Stock Option and Stock Grant Plan, dated July 1,
                1998

10.4            Stock Option Agreement

*10.6           Lease Agreement, dated January 21, 2000

11              Not applicable.

13              Not applicable.

**16            Letter of Change in Certifying Accountant

18              Not applicable.


                                       3

<PAGE>



21              Not applicable.

22              Not applicable.

23              Not applicable.

24              Not applicable.

*27             Financial Data Schedule

99              Not applicable.

     (b)  Reports on Form 8-K

          We filed a report on Form 8-K,  dated  January  4,  2000,  to report a
          change in certifying accountants.


     (c)  Financial Statements and Schedules.

          The  Financial  Statements  filed herein are described in the Index to
          Financial Statements following Part IV of this Report.

*    included as exhibits to our Annual  Report on Form 10-KSB,  filed March 30,
     2000, and incorporated herein by this reference.

**   included as an exhibit to our Current  Report on Form 8-K, dated January 4,
     2000, and incorporated herein by this reference

                                       4

<PAGE>


                             Full Tilt Sports, Inc.
                          (A Development Stage Company)
                          As of and for the years ended
                           December 31, 1999 and 1998
                  and the period from June 30, 1997 (inception)
                              to December 31, 1999


<PAGE>




                             Full Tilt Sports, Inc.
                          (A Development Stage Company)
                                Table of Contents

                                                Page

Report of Independent Auditors                  F-1

Balance Sheet                                   F-3

Statements of Operations                        F-4

Statement of Changes in Stockholders' Equity    F-5

Statements of Cash Flows                        F-6

Notes to Financial Statements                   F-7 - F-15



<PAGE>


((LETTERHEAD))

((LOGO))

STARK TINTER & ASSOCIATES, LLC
--------------------------------------------------------------------------------
                                                    Certified Public Accountants
                                                           Financial Consultants

                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Full Tilt Sports, Inc.
212 North Wahsatch, Suite 205
Colorado Springs, CO 80903

We have audited the  accompanying  balance  sheet of Full Tilt  Sports,  Inc. (a
development  stage company) as of December 31, 1999, and the related  statements
of operations,  changes in  stockholders'  equity,  and cash flows for the years
ended  December  31,  1999 and the  period  from June 30,  1997  (inception)  to
December 31, 1999.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting   principles  used  and   significant   estimates  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Full Tilt  Sports,  Inc. (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations,  and its cash flows for the years  ended  December  31, 1999 and the
period from June 30, 1997  (inception) to December 31, 1999, in conformity  with
generally accepted accounting principles.



/s/ Stark Tinter, LLC
------------------------------
Stark Tinter & Associates, LLC
Denver, Colorado
February 25, 2000



          7535 East Hampden Avenue, Suite 109 - Denver, Colorado 80231
                        (303) 694-6700 Fax (303) 694-6761


<PAGE>

Independent Auditors' Report

We have audited the  accompanying  balance  sheet of Full Tilt Sports,  Inc. ( a
development stage company),  as of December 31, 1998, and the related statements
of income,  shareholders'  equity and cash flows, for the year then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles  used and the overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion , the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Full Tilt  Sports,  Inc. at
December 31, 1998 and the results of its  operations  and its cash flows for the
year ended in conformity with generally accepted accounting principles.


/s/ Kish, Leake & Associates, P.C.
----------------------------------
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
March 1, 1999


                                      F-1

<PAGE>

                             FULL TILT SPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               December 31, 1999

                                     ASSETS

CURRENT ASSETS
      Cash                                                      $      5,687
      Accounts receivable                                             82,449
      Inventory                                                      161,779
      Prepaid expenses                                               198,509
                                                                -------------

                 Total current assets                                448,424
                                                                -------------

PROPERTY AND EQUIPMENT, net of depreciation                           24,137
                                                                -------------

OTHER ASSETS
      Deposits                                                         3,117
                                                                -------------

                                                                $    475,678
                                                                =============



            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Accounts payable                                          $     64,418
      Accrued expenses                                                 6,063
      Preferred dividends payable                                      5,000
      Deferred income - trade agreements                              21,520
      Notes payable - related party                                   42,000
                                                                -------------

                 Total current liabilities                           139,001


LONG-TERM LIABILITIES
      Deferred Income - trade agreements                               3,758
                                                                -------------

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, 3,939,722 shares issued
        and outstanding                                                3,940
      Additional paid in capital                                   2,034,632
      Deficit accumulated during the development stage            (1,755,653)
                                                                -------------

                 Total stockholders' equity                          332,919
                                                                -------------

                                                                $    475,678
                                                                =============

   The Notes to Financial Statements are an integral part of these statements

                                       F-2

<PAGE>

<TABLE>
<CAPTION>


                             FULL TILT SPORTS, INC.
                        (A DEVELOPMENTAL STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
JUNE 30, 1997
                                                                                                            (INCEPTION)
                                                                 YEAR ENDED            YEAR ENDED             THROUGH
                                                                  DECEMBER              DECEMBER              DECEMBER
                                                                  31, 1999              31, 1998              31, 1999
                                                              ----------------      ----------------      ----------------
<S>                                                           <C>                   <C>                   <C>
 REVENUES


      Sales of merchandise                                    $       188,038       $        19,003       $       207,041
      Advertising/Promotion income                                     17,500                     -                17,500
      Trade agreements                                                 81,503                     -                81,503
      Miscellaneous                                                     2,139                     3                 2,142
                                                              ----------------      ----------------      ----------------

                                                                      289,180                19,006               308,186
                                                              ----------------      ----------------      ----------------

 COST OF GOODS SOLD                                                    89,905                15,622               105,527
                                                              ----------------      ----------------      ----------------

 GROSS PROFIT                                                         199,275                 3,384               202,659
                                                              ----------------      ----------------      ----------------

 GENERAL AND ADMINISTRATIVE EXPENSES                                1,712,516               189,372             1,954,435
                                                              ----------------      ----------------      ----------------

 (LOSS) FROM OPERATIONS                                            (1,513,241)             (185,988)           (1,751,776)
                                                              ----------------      ----------------      ----------------
OTHER INCOME (EXPENSE)
     Interest income                                                    6,418                 3,285                 9,703
     Interest expense                                                  (4,763)                 (163)               (4,991)
                                                              ----------------      ----------------      ----------------

                                                                        1,655                 3,122                 4,712
                                                              ----------------      ----------------      ----------------

NET (LOSS)                                                    $    (1,511,586)      $      (182,866)      $    (1,747,064)

PREFERRED DIVIDENDS                                                    (5,000)               (3,589)               (8,589)
                                                              ----------------      ----------------      ----------------

NET (LOSS) APPLICABLE TO COMMON STOCK                         $    (1,516,586)      $      (186,455)      $    (1,755,653)
                                                              ================      ================      ================

PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED)             3,693,774             3,417,663             3,349,575
                                                              ================      ================      ================

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)               $         (0.41)      $         (0.05)      $         (0.52)
                                                              ================      ================      ================

</TABLE>

   The Notes to Financial Statements are an integral part of these statements


                                       F-3
<TABLE>
<CAPTION>


                             FULL TILT SPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               JUNE 30, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999

                                                                                                        Deficit
                                                                                                      Accumulated
                                     Number of    Number of                           Capital Paid     During the       Total
                                     Preferred    Common       Preferred    Common     In Excess Of    Development     Shareholders'
                                     Shares       Shares       Stock        Stock      Par Value         Stage          Equity
                                     ---------    ----------   ---------    --------  -------------   ------------     -------------
<S>                                  <C>          <C>          <C>          <C>       <C>             <C>              <C>
Balance, June 30, 1997                    -             -      $    -       $   -     $       -       $       -        $       -

    Stock issued for cash                         3,500,000         -         3,500        66,500                           70,000

    Net (loss) for the period ended
        December 31, 1997                                                                                 (52,612)         (52,612)
                                     ---------    ----------   ---------    --------  -------------   ------------     -------------
Balance, December 31, 1997                -       3,500,000         -         3,500        66,500         (52,612)          17,388

    Stock issued for cash              50,000                    50,000                                                     50,000

    Stock issued for cash, net of
       offering costs of $11,928                    211,400                     211       199,261                          199,472

    Stock issued for services                        24,861                      25        19,836                           19,861

    Cancelled shares                               (600,000)                   (600)          600                              -

    Preferred dividends declared                                                                           (3,589)          (3,589)

    Net (loss) for the year ended
        December 31, 1998                                                                                (182,866)        (182,866)
                                     ---------    ----------   ---------    --------  -------------   ------------     -------------
Balance, December 31, 1998             50,000     3,136,261      50,000       3,136       286,197        (239,067)         100,266

    Stock issued for employment
        contract                                     80,000                     80         79,920                           80,000

    Stock issued for trade agreements                 6,000                      6         10,489                           10,495

    Stock issued for services                       383,022                     384       555,536                          555,920

    Stock issued for cash, net of
       offering costs of $5,222                     239,518                     240       353,815                          354,055

    Stock warrants excercised                        94,921                      94       142,285                          142,379

    Preferred dividends declared                                                                           (5,000)          (5,000)

    Stock options                                                                         606,390                          606,390

    Net (loss) for the year ended
        December-31, 1999                 -             -           -           -                      (1,511,586)      (1,511,586)
                                     ---------    ----------   ---------    --------  -------------   ------------     -------------
Balance, December 31, 1999             50,000     3,939,722    $ 50,000     $ 3,940   $ 2,034,632     $(1,755,653)     $   332,919
                                     =========    ==========   =========    ========  =============   ============     =============
</TABLE>



   The Notes to Financial Statements are an integral part of these statements

                                       F-4


<PAGE>

<TABLE>
<CAPTION>


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

                                                                                                    JUNE 30, 1997
                                                                                                     (INCEPTION)
                                                                YEAR ENDED          YEAR ENDED         THROUGH
                                                                 DECEMBER            DECEMBER          DECEMBER
                                                                 31, 1999           31, 1998           31, 1999
                                                              --------------      -------------    ---------------
<S>                                                           <C>                 <C>              <C>
OPERATING ACTIVITIES
         Net (loss)                                           $ (1,511,586)         $ (182,866)      $ (1,747,064)
         Adjustments to reconcile net (loss) to net cash
            flows from operating activities:
                Amortization and depreciation                        6,779               1,665              9,319
                Stock issued for services, contracts,
                   and trade agreements                            646,415              19,861            666,276
                Stock option compensation costs                    606,390                   -            606,390
         Changes in:
            Accounts receivable                                    (72,146)            (10,303)           (82,449)
            Inventory                                             (153,206)            (10,037)          (163,243)
            Stock subscriptions receivable                               -              10,000                  -
            Prepaid expenses                                      (197,045)                  -           (197,045)
            Other assets                                            (3,067)                  -             (3,879)
            Accounts payable                                        45,818               2,557             64,418
            Accrued salaries                                         2,826                   -              5,326
            Deferred income - trade agreements                      21,520                   -             21,520
            Other accrued expenses                                   2,277                (475)             4,495
                                                              --------------      -------------    ---------------
                Net cash (used in) operating  activities          (605,025)           (169,598)          (815,936)
                                                              --------------      -------------    ---------------
INVESTING ACTIVITIES
     Acquisition of fixed assets                                   (25,849)             (4,449)           (32,694)
                                                              --------------      -------------    ---------------
                Net cash (used in) investing activities            (25,849)             (4,449)           (32,694)
                                                              --------------      -------------    ---------------
FINANCING ACTIVITIES
     Common stock issued, net of offering costs                    496,434             199,472            765,906
     Preferred stock issued                                              -              50,000             50,000
     Proceeds from note payable                                     42,000                   -             42,000
     Preferred dividends paid                                       (3,589)                  -             (3,589)
                                                              --------------      -------------    ---------------
                Net cash provided by financing activities          534,845             249,472            854,317
                                                              --------------      -------------    ---------------

                    Net increase (decrease) in cash                (96,029)             75,425              5,687

CASH AT BEGINNING OF YEAR                                          101,716              26,291                  -
                                                              --------------      -------------    ---------------
CASH AT END OF YEAR                                                $ 5,687           $ 101,716            $ 5,687
                                                              ==============      =============    ===============
SUPPLEMENTAL CASHFLOW INFORMATION:
     Cash paid for:
         Interest                                                  $ 4,763               $ 163            $ 4,991
                                                              ==============      =============    ===============
         Income taxes                                                  $ -                 $ -                $ -
                                                              ==============      =============    ===============

</TABLE>


   The Notes to Financial Statements are an integral part of these statements

                                       F-5





<PAGE>


                             FULL TILT SPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS



Note 1 - Organization and Summary of Significant Accounting Policies


Organization

On June 30, 1997 Full Tilt Sports, Inc. (the Company) was incorporated under the
laws the State of Colorado.  The Company's  primary  purposes are to develop and
market the Full Tilt line of  clothing  apparel and  secondly  to  organize  and
develop one or more indoor multi-sport facilities in the United States.


Development Stage

The  Company is  currently  in the  developmental  stage and has no  significant
revenues from operations to date.


Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  amounts  reported in these  financial  statements  and  accompanying
notes. Actual results could differ from those estimates.


Cash and Cash Equivalents

For  purposes of the  statement  of cash flows,  the Company  considered  demand
deposits and highly liquid-debt  instruments  purchased with a maturity of three
months or less to be cash equivalents.


Inventory

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


Property and Equipment

Property and equipment are being depreciated using the straight-line method over
the estimated economic lives ranging from 3 to 5 years.


Financial Instruments

The  carrying  amounts for the  company's  cash and cash  equivalents,  accounts
receivable,  accounts payable,  accrued expenses and notes payable-related party
approximate fair value.


                                       F-6

<PAGE>

Impairment Of Long-Lived Assets

The Company  periodically  reviews the carrying  amount of  property,  plant and
equipment and its identifiable  intangible  assets to determine  whether current
events or  circumstances  warrant  adjustments to such carrying  amounts.  If an
impairment  adjustment is deemed necessary,  such loss is measured by the amount
that the carrying  value of such assets  exceeds their fair value.  Considerable
management  judgement  is  necessary  to  estimate  the fair  value  of  assets,
accordingly, actual results could vary significantly from such estimates. Assets
to be disposed of are carried at the lower of their financial statement carrying
amount or fair value less costs to sell.  As of December  31,  1999,  management
does not believe there is any impairment of the carrying amounts of assets.


Revenue Recognition

The Company's  revenue is generated by  manufacturing  and then  distributing an
apparel line of sportswear. Sales are recognized upon shipment of product.


Advertising Costs

Advertising is expensed as incurred.  Advertising  costs  expensed  during years
ended  December 31, 1999 and 1998,  and the period June 30, 1997  (inception) to
December 31, 1999 were $416,799,  $25,922, and $443,071,  respectively.  Prepaid
advertising  costs reported as prepaid  personal  services asset at December 31,
1999 were $153,773.


Net Loss Per Common Share

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" ("SFAS No. 128").  Basic  earnings per common share ("EPS")
calculations  are  determined  by dividing  net income by the  weighted  average
number of shares of common stock outstanding  during the year.  Diluted earnings
per common  share  calculations  are  determined  by dividing  net income by the
weighted  average number of common shares and dilutive common share  equivalents
outstanding.  During the periods  presented  common stock  equivalents  were not
considered as their effect would be anti-dilutive.


Comprehensive income

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 130,
"Reporting  Comprehensive  Income." SFAS 130 establishes standards for reporting
and displaying  comprehensive  income, its components and accumulated  balances.
SFAS 130 is effective for periods beginning after December 15, 1997. The Company
adopted SFAS 130 in 1998.


                                       F-7


<PAGE>



Segment Information

Effective in 1999, the Company adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." Certain information is disclosed, per
SFAS No. 131, based on the way management  organizes  financial  information for
making  operating  decisions and assessing  performance.  The Company  currently
operates in a single  segment and will evaluate  additional  segment  disclosure
requirements as it expands its operations.


Stock-Based Compensation

The Company  accounts for stock based  compensation  in accordance with SFAS No.
123,  "Accounting for Stock-Based  Compensation." The provisions of SFAS No. 123
allow  companies to either  expense the estimated fair value of stock options or
to continue to follow the  intrinsic  value  method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma
effects on net income  (loss) had the fair value of the options  been  expensed.
The Company has elected to continue to apply APB 25 in accounting  for its stock
option incentive plans.


Recent Pronouncements

The  FASB  recently  issued   Statement  No  137,   "Accounting  for  Derivative
Instruments and Hedging  Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB Statement
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities".  The
rule now will apply to all fiscal  quarters of all fiscal years  beginning after
June 15,  2000.  In June 1998,  the FASB issued SFAS No.  133,  "Accounting  for
Derivative  Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 1999. The Statement  permits early adoption as
of the beginning of any fiscal  quarter after its issuance.  The Statement  will
require the Company to recognize  all  derivatives  on the balance sheet at fair
value.  Derivatives  that are not hedges must be adjusted to fair value  through
income.  If the  derivative  is a hedge,  depending  on the nature of the hedge,
changes in the fair  value of  derivatives  will  either be offset  against  the
change in fair  value of the hedged  assets,  liabilities,  or firm  commitments
through  earnings or recognized in other  comprehensive  income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be  immediately  recognized in earnings.  The Company has not
yet  determined  if it will early adopt and what the effect of SFAS No. 133 will
be on the earnings and financial position of the Company.



                                       F-8


<PAGE>




Note 2 - Property and Equipment

The  following is a summary of property and equipment as of December 31, 1999 at
cost less accumulated depreciation:

         Furniture and fixtures             $20,593
         Computer equipment                   4,870
         Other                                7,079
                                            ---------
                                             32,542
         Less accumulated depreciation       (8,405)
                                            ---------
         Net property and equipment         $24,137
                                            =========

Depreciation  expense for the years ended  December  31, 1999 and 1998,  and the
period June 30, 1997  (inception)  to December  31, 1999 was $5,544,  $1,512 and
$7,855, respectively.


Note 3 - 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 and. 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.

On July 5, 1997 the Company  issued  2,800,000  shares of common  stock for cash
aggregating  $20,000  ($.007 per share) and on July 7, 1997 the  Company  issued
500,000 shares of common stock for cash aggregating $10,000 ($.02 per share).

On December 31, 1997 the Company  issued 200,000 shares of common stock for cash
aggregating $40,000 ($.20 per share).

In April 1998 the Company offered to sell up to 50,000 units at $10.00 per Unit,
based on a best efforts basis. Each Unit was comprised of 10 shares of $.001 par
value  common stock and 5 common stock  purchase  warrants.  The warrants can be
exercised  at anytime to purchase 1 share of common  stock for $1.50 until April
13, 2000.  The minimum was 15,000 Units and the maximum 50,000 Units for a total
offering of $500,000.  The shares of common stock contained in the Units were to
be issued  pursuant to an exemption  from  registration  under  Section 3(b) and
Regulation D, Rule 504, of the  Securities  Act of 1933,  as amended,  and to an
exemption to registration  provided by Section  11-51-308(l)(p)  of the Colorado
Securities Act.


                                       F-9

<PAGE>


In June 1998 the Company  completed the offering and sold 21,140 units including
211,400  shares  of common  stock  and  105,700  warrants  for cash  aggregating
$211,400. After deducting offering costs of $11,928, the Company netted $199,472
from the offering.

During the year ended  December 31, 1998,  the Company  issued  14,861 shares of
common stock for services  valued at $14,861 ($1.00 per share) and 10,000 shares
of common  stock for  services  valued at $5,000  ($.50 per  share).  The values
ascribed to the common  stock  corresponded  with the fair  market  value of the
common shares on the respective dates the Company agreed to issue the shares.

In August 1998 a shareholder of the Company contributed 600,000 shares of common
stock to the Company at which time the shares were canceled.

In April 1998 the Company  authorized the issuance of 150,000 shares of Series A
Voting  Convertible  Preferred Stock to be issued at the discretion of the Board
of Directors  for $1 per share.  The Series A  Convertible  Preferred  Stock has
senior preferential fixed dividends at the rate of 10% per annum ($.10 per year)
pro rated to the date of  issuance,  for a period of 24 months  after  issuance,
payable  annually on or before December 31 of each such calendar year before any
dividend  shall be  declared  or paid upon or set apart  for the  Common  Stock.
Beginning on the first day of the 25th month and continuing until the expiration
of 60 months from the date of issuance,  unless sooner  converted,  the dividend
shall be calculated as 3.75% of the "net profits" of the Corporation and payable
annually on or before 90 days from the closing of the Corporation's fiscal year.
The Series A Convertible Preferred Stock is convertible into common stock at the
rate of one for one.  The Series A  Convertible  Preferred  Stock  automatically
converts to common  stock in 5 years from the date of issuance.  The  conversion
rate will be subject to adjustments in certain  events,  including  stock splits
and dividends.

During  April,  1998,  the Company  sold 50,000  shares of Series A  Convertible
Preferred Stock for cash aggregating $50,000.

At December 31, 1998 Preferred Dividends of $3,589 were declared.

During January,  1999 the Company issued 80,000 shares of common stock valued at
$80,000 ($1.00 per share) pursuant to an employment contract entered into by the
company. The value ascribed to the common stock corresponds with the fair market
value of the common shares on the date the Company agreed to issue the shares.

During the year ended  December  31, 1999,  the Company  sold 239,518  shares of
common stock for cash  aggregating  $359,277  ($1.50 per share).  After offering
costs of $5,222, the Company netted $354,055.



                                      F-10

<PAGE>



During the year ended  December 31, 1999,  the Company  issued 383,022 shares of
common  stock for  services  valued at  $555,920  ($1.00  per share to $3.81 per
share).  The values  ascribed  to the common  stock  corresponded  with the fair
market value of the common shares on the respective  dates the Company agreed to
issue the shares.

During the year ended  December  31,  1999,  the Company  issued 6,000 shares of
common stock pursuant to a trade agreement valued at $10,495 ($1.12 per share to
$2.75 per share).  The values ascribed to the common stock corresponded with the
fair  market  value of the common  shares on the  respective  dates the  Company
agreed to issue the shares.

During the year ended  December  31, 1999 the Company  issued  94,921  shares of
common stock for cash aggregating $142,379 pursuant to the exercise of the above
described warrants.

At December 31, 1999 Preferred Dividends of $5,000 were declared.

Note 4 - Stock Options

At December  31, 1999 the Company  had a  Non-Qualified  Stock  Option and Stock
Grant Plan (the "Plan") which began in July, 1997. Under the Company's Plan, the
Company's Board of Directors has reserved  2,500,000 shares which may be granted
at the Board of Directors'  discretion.  No option may be granted after July 27,
2007 and the maximum term of the options granted under the Plan is ten years.

The effect of  applying  SFAS No. 123 pro forma net loss as stated  below is not
necessarily  representative  of the  effects on reported  net income  (loss) for
future years due to, among other things, the vesting period of the stock options
and the fair value of additional stock options in future years. Had compensation
cost for the Company's  stock option plans been  determined  based upon the fair
value  at the  grant  date  for  awards  under  the  plans  consistent  with the
methodology  prescribed  under SFAS No. 123, the  Company's  net (loss) in would
have been  approximately  $2,353,442  or $.64 per share.  The fair values of the
options  granted  during 1999 are  estimated at $1.39 on the date of grant using
the  Black-Scholes  option  pricing  model with the  following  assumptions:  no
dividend yield,  volatility of 106%, a risk-free  interest rate of 5.40%, and an
expected lives of 10 years from date of vesting.

During 1999,  options to purchase  600,000  shares at an exercise price of $1.50
per share were granted to employees,  (including  two  officers),  which options
expire ten years after the grant date.



                                       F-11

<PAGE>

During 1999,  options to purchase  435,000 shares at exercise prices of $1.13 to
$2.75 per share were  granted to  officers,  directors,  and  consultants  which
options expire ten years after the grant date.

The Company accounts for transactions  with individuals  other than employees in
which goods or  services  are the  consideration  received  for the  issuance of
equity  instruments in accordance  with the provisions of SFAS 123, based on the
fair  value  of the  consideration  received  or the fair  value  of the  equity
instrument issued, whichever is more reliably measurable.

At December 31, 1999, stock option expense to non-employees totaled $606,390 and
was charged to general and administrative expenses.

Changes in options outstanding under the plan are summarized as follows:

                                                   Weighted        Weighted
                                                   Average         Average
                                                   Exercise        Fair Value
                                   Shares          Price           of Options
                                   ---------       ---------       ------------
Granted in 1999                    1,035,000       $1.50               $1.39
                                   ---------       ---------       ------------
Balance December 31, 1999          1,035,000       $1.50               $1.39
                                   =========       =========       =============

The following table summarizes  information  about  fixed-price stock options at
December 31, 1999:

                        Outstanding                      Exercisable
                        -----------                      -----------
                        Weighted-        Weighted-                 Weighted-
                        Average          Average                   Average
Exercise  Number        Contractual      Exercise   Number         Exercise
Prices    Outstanding   Life             Price      Exercisable    Price
--------  -----------   -----------      --------   -----------    -----------
$1.50     1,035,000     9.2 years         $1.50     1,035,000      $1.50


Note 5 - Stock Warrants

The following details the warrants outstanding as of December 31, 1999:

                               Underlying        Exercise
                               Shares            Price         Expiration

1998 Warrants                  10,779            $1.50         April 13, 2000

At December 31, 1999 the Company has reserved  10,779 shares of common stock for
stock warrants.


                                       F-12

<PAGE>


Note 6 - Income Taxes

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109 (FAS 109),  "Accounting for Income Taxes",  which requires use
of the  liability  method.  FAS  109  provides  that  deferred  tax  assets  and
liabilities  are  recorded  based on the  differences  between  the tax bases of
assets and  liabilities  and their  carrying  amounts  for  financial  reporting
purposes,  referred  to  as  temporary  differences.  Deferred  tax  assets  and
liabilities at the end of each period are determined using the currently enacted
tax rates  applied to taxable  income in the periods in which the  deferred  tax
assets and liabilities are expected to be settled or realized.

Income  tax  provision  (benefit)  for income  taxes  differs  from the  amounts
computed by applying the statutory federal income tax rate of 34% as a result of
the following:

                                                   Years ended December 31,

                                                   1999              1998
                                                ----------        -----------
   Computed "expected" tax provision (benefit)  ($308,738)        ($62,174)
   Valuation allowance                            308,738           62,174
                                                ----------        -----------
                                                $      -          $      -
                                                ==========        ===========

The net deferred tax assets as of December 31, 1999, in the accompanying balance
sheet includes the following components:

   Deferred tax asset                           $228,706
   Less valuation allowance                     (228,706)
                                                ----------
                                                $      -
                                                ==========

The net change in valuation  allowance for the year ended  December 31, 1999 was
$181,674.

The types of  temporary  differences  between  the tax basis of assets and their
financial  reporting  amounts  that give rise to a  significant  portion  of the
deferred tax asset are as follows:

                                                Temporary         Tax
                                                Difference        Effect

Net operating loss carryforward:                $1,143,530        $228,706
                                                ==========        ===========

The net operating loss carry forward will expire in the years 2013 and 2014.


                                       F-13

<PAGE>


Note 7 - Related Party Transactions

The Company has  executed an  Administrative  Service  Agreement  with a company
owned by  directors of the Company for $2,500 per month for a twelve year period
beginning January 1, 1999.

The Company has an option to acquire property purchased by an officer/director.

The Company entered into promissory note agreements for $22,000 with two members
of the board of directors.  The initial terms stated that the full amount of the
note plus interest were due January 2000 but were subsequently extended to March
2000.


Note 8 - Subsequent Events

In January 2000 the Company signed an  endorsement  contract with a professional
athlete and issued 20,000 common stock shares in exchange for personal  services
to be performed in 2000.

                                       F-14

<PAGE>

                                    SIGNATURE

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the  undersigned  thereunto duly  authorized in Colorado  Springs,
Colorado on the 25th day of July, 2000.

                       FULL TILT SPORTS, INC.

                       By:  /s/ Roger K. Burnett
                       --------------------------
                       Roger K. Burnett,  President,  Chief Financial Officer
                                          and Director

     Pursuant to the  requirements  of the  Security  Exchange  Act of 1934,  as
amended,  this Report has been signed by the following persons in the capacities
and on the dates indicated.

Signatures                                        Title            Date

/s/ LeRoy Landhuis        Chairman of Board of Directors           July 25, 2000
-----------------------   and Chief Executive Officer
LeRoy Landhuis


/s/ Roger K. Burnett      President,  Chief Financial Officer      July 25, 2000
-----------------------   and Director
Roger K. Burnett


/s/ J. Fisher DeBerry     Executive Vice President and Director    July 25, 2000
-----------------------
J. Fisher DeBerry


/s/ Joseph F. DeBerry     Vice President, Secretary, Treasurer     July 25, 2000
-----------------------   and Director
Joseph F. DeBerry