SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C.  20549


______________________


Amendment
No. 2


to


FORM
10-KSB





[
X ] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934





For the
fiscal year ended December 31, 2006





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: 333-14477





SPORTSNUTS,
INC.


(Name of
Small Business Issuer in Its Charter)








Delaware
            
            87-0561426(State
      or Other Jurisdiction
              of
      Incorporation or Organization)
            
            (IRS
      Employer
              Identification
      No.)10757
      South, River Front Parkway, Suite 125South
      Jordan, Utah
            
            84095(Address
      of Principal Executive Offices)
            
            (Zip
      Code)











(801) 816-2500Issuer’s
      Telephone Number, Including Area Code








Securities
registered under Section 12(b) of the Exchange Act:  None





Securities
registered under Section 12(g) of the Exchange
Act:  None











Check whether the issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act.  [     ]





Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 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
[   ]





Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained 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.
[    ]





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes [X]  No [  ]





The Company’s revenues for the fiscal
year ending December 31, 2006 were $335,961.





The aggregate market value of the
Company’s voting stock held by non-affiliates computed by reference to the
closing price as quoted on the NASD Electronic Bulletin Board on March 1, 2007,
was approximately $200,000.  For purposes of this calculation, voting
stock held by officers, directors, and affiliates has been
excluded.








APPLICABLE
ONLY TO CORPORATE ISSUERS





State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date.  As of March 1, 2007, the Company had outstanding 121,321,086
shares of common stock, par value $0.002 per share.








DOCUMENTS
INCORPORATED BY REFERENCE





None.








Transitional Small Business Disclosure
Format (check one)  [  ] Yes [x] No








AMENDMENT
NO. 1 EXPLANATION





This amendment to the Company’s Form
10-KSB for the fiscal year ended December 31, 2006 amends the certifications
pursuant to Sections 906 and 302 of the Sarbanes-Oxley Act of
2002.  No changes have been made to the financial statements of
SportsNuts, Inc., herein.





























TABLE
OF CONTENTS


PART I.
            1ITEM
      1:  DESCRIPTION OF BUSINESS
            1ITEM
      2:  DESCRIPTION OF PROPERTY
            10ITEM
      3:  LEGAL PROCEEDINGS
            10ITEM
      4:  SUBMISSION ON MATTERS TO A VOTE OF SECURITY
      HOLDERS
            10PART II.
            11ITEM
      5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS
            11ITEM
      6:  MANAGEMENT’S DISCUSSION AND ANALYSIS
            12ITEM
      7:  FINANCIAL STATEMENTS
            16ITEM
      8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE
            34ITEM
      8A: CONTROLS AND PROCEDURES
            34ITEM
      8B: OTHER INFORMATION
            34PART
      III
            34ITEM
      9:   DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS;
      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
            34ITEM
      10:  EXECUTIVE COMPENSATION
            36ITEM
      11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANGEMENT AND RELATED STOCKHOLDER MATTERS
            37ITEM
      12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
            38ITEM
      13:  EXHIBITS
            39ITEM
      14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES
            40INDEX
      TO EXHIBITS
            41SIGNATURES
            42














FORWARD
LOOKING STATEMENTS







THIS ANNUAL REPORT ON FORM 10-KSB, IN
PARTICULAR “ITEM 6. MANAGEMENT’SDISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AND “ITEM 1. BUSINESS,”
INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  THESE STATEMENTS
REPRESENT THE COMPANY’S EXPECTATIONS OR BELIEFS CONCERNING, AMONG OTHER THINGS,
FUTURE REVENUE, EARNINGS, AND OTHER FINANCIAL RESULTS, PROPOSED ACQUISITIONS AND
NEW PRODUCTS, ENTRY INTO NEW MARKETS, FUTURE OPERATIONS AND OPERATING RESULTS,
FUTURE BUSINESS AND MARKET OPPORTUNITIES.  THE COMPANY WISHES TO
CAUTION AND ADVISE READERS THAT THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS AND
BELIEFS CONTAINED HEREIN.  FOR A SUMMARY OF CERTAIN RISKS RELATED TO
THE COMPANY’S BUSINESS, SEE “RISK FACTORS.” UNDER “ITEM
1.  DESCRIPTION OF BUSINESS.”





Unless the context requires otherwise,
references to the Company are to SportsNuts, Inc. and its
subsidiaries.





PART
I.





ITEM
1:  DESCRIPTION OF BUSINESS





Cautionary
Factors That May Affect Future Results (Cautionary Statements Under the Private
Securities Litigation Reform Act of 1995)





The disclosure and analysis set forth
herein contains certain forward looking statements, particularly statements
relating to future actions, performance or results of current and anticipated
products and services, sales efforts, expenditures, and financial
results.  From time to time, the Company also provides forward-looking
statements in other publicly-released materials, both written and
oral.  Forward-looking statements provide current expectations or
forecasts of future events such as new products or services, product approvals,
revenues, and financial performance.  These statements are identified
as any statement that does not relate strictly to historical or current
facts.  They use words such as “anticipates,” “intends,” “plans,”
“expects,” “will,” and other words and phrases of similar meaning.  In
all cases, a broad variety of assumptions can affect the realization of the
expectations or forecasts in those statements.  Consequently, no
forward-looking statement can be guaranteed.  Actual future results
may vary materially.





The Company undertakes no obligation to
update any forward-looking statements, but investors are advised to consult any
further disclosures by the Company on this subject in its subsequent filings
pursuant to the Securities Exchange Act of 1934.  Furthermore, as
permitted by the Private Securities Litigation Reform Act of 1995, the Company
provides these cautionary statements identifying risk factors, listed below,
that could cause the Company’s actual results to differ materially from expected
and historical results.  It is not possible to foresee or identify all
such factors.  Consequently, this list should not be considered an
exhaustive statement of all potential risks, uncertainties and inaccurate
assumptions.





1





RISK
FACTORS





Operating Risks





Defaults in Senior
Securities.  Effective February 1, 2000, the Company sold and
issued a promissory note secured by virtually all tangible and intangible assets
of the Company (“Note”) in exchange for $450,000 in cash proceeds.  As
of May 1, 2000, the Company is in default with respect to the
Note.  Although the Note holder continues to be supportive of the
Company and its management, if the holder of the Note determines to foreclose
upon the Note, the Company would likely be forced to sell all of its tangible
and intangible assets to satisfy the obligation represented by the Note and
would, therefore, likely cease operations entirely.  The Note and
Security Agreement executed in connection therewith have been filed as an
exhibit to the Company’s 1999 annual report on Form 10-KSB filed with the
Securities and Exchange Commission on March 30, 2000.





Dependence on Key
Personnel.  The Company’s success depends, in large part, upon
the talents and skills of its management and key personnel.  Kenneth
Denos, the Chief Executive Officer of the Company, has deferred his entire
salary since the second quarter of 2000, and has since provided legal and
consulting services to various of his clientele to supplement his
income.  As a result, Mr. Denos has not been able to devote his full
time and attention to the activities of the Company and will be unable to do so
until the Company is able to pay him a full salary on a regular
basis.   In addition, to the extent that any of the Company’s key
personnel are unable or refuse to continue their association with the Company, a
suitable replacement would have to be found.  There is no assurance
that the Company would be able to find suitable replacements for its existing
management personnel or technical personnel or that such replacements could be
obtained for an amount affordable to the Company.





Company Not Currently
Profitable.  The Company was organized on July 12,
1996.  Since the date of its inception, the Company has incurred
substantial losses and has not yet generated a profit.  There is no
assurance that the Company will ever become profitable.





Risk of Computer System
Failure.  The success of the Company is substantially dependent
upon its ability to deliver high quality, uninterrupted access to its technology
applications, which requires that the Company protect its computer hardware and
software systems and the data and information stored in connection
therewith.  The Company’s systems are vulnerable to damage by fire,
water (principally from overhead sprinkler systems that may be triggered by fire
or excessive heat within the building in which the Company and other co-tenants
operate), natural disaster, power loss, telecommunications failures,
unauthorized intrusion, and other catastrophic events.  Any
substantial interruption in the Company’s systems would have a material adverse
effect on the Company’s business, operating results, and financial
condition.  In addition, the Company’s systems may be vulnerable to
computer viruses, physical or electronic break-ins, sabotage, or other problems
caused by third parties which could lead to interruptions, delays, loss of data,
or cessation in service to persons desiring to access the Company’s Internet
properties.  The occurrence of any of these risks could have a
material adverse effect upon the Company’s business, results of operations, and
financial condition.





Electronic Data Transmission Security
Risks.  A significant barrier to the electronic transmission of
confidential data over the Internet is the perception that such data may not be
secure.  The Company relies upon encryption and authentication
technology to provide the security necessary to effect secure transmissions of
confidential information.  There can be no assurance that advances in
decryption technology, computer espionage, and other developments will not
result in a breach or compromise of the algorithms used by the Company to
protect transaction data of persons accessing the Company’s internet properties
and internet properties of the Company’s clients, and therefore lead to the
misappropriation of


2


such data
by third parties.  Any such breach, compromise, or misappropriation
could damage the Company’s reputation and expose the Company to a risk of loss
or litigation and possible liability, and could have a material adverse effect
upon the Company’s business, results of operations, or financial
condition.





No Proprietary Protection for
Technology.  The Company’s online registration system,
statistical information system, and the league management system are not
protected by any copyright or patent, and the Company does not anticipate filing
an application with the United States Patent and Trademark Office (“USPTO”) or
the United States Copyright Office for protection of these
systems.  Although the Company believes that copyright and patent
protection for these systems is either cost prohibitive or unnecessary, it may
be wrong.  If the Company is wrong, it could face unexpected expenses
pursuing, defending, or otherwise becoming involved in a copyright or patent
dispute, any of which could have a material adverse effect upon the Company’s
business, results of operations, and financial condition.





Uncertain Protection of Trade Names
and Related Intangible Assets.  The Company has registered the
Internet domain names, “www.sportsnuts.com,” and
“www.sportsnuts.net.”    Given the lack of financial
resources available to the Company during 2006, the Company has not pursued
trademark applications of its name and brand.  Consequently, other
companies with names, marks, or slogans similar to SportsNuts could seek to
require that the Company obtain a license from them or require the Company to
change its name, either of which could entail substantial
costs.  Additionally, if the Company were requried to change its name,
it could lose all goodwill associated with the “SportsNuts” mark.  In
addition, future products and services offered by the Company may need to be
marketed under different names if the mark “SportsNuts” causes confusion with
another trade name being used by another company.  The Company could
also incur substantial costs to defend any legal action taken against the
Company pursuant to a trademark or service mark dispute.   If any
legal action against the Company, its asserted trademarks, or service marks
should be found to infringe upon intellectual property rights of a third party,
the Company could be enjoined from further infringement and could be required to
pay damages.  In the event a third party were to sustain a valid claim
against the Company, and in the event a required license were not available on
commercially reasonable terms, the Company’s financial operations and results of
operations could be materially adversely affected.  Litigation, which
could result in substantial cost to and diversion of resources of the Company,
may also be necessary to enforce intellectual property rights of the Company or
to defend the Company against claimed infringements of the rights of
others.





Investment Risks





Speculative
Investment.  The shares of the Company’s common stock are a
speculative investment. To date, the Company has generated substantial losses
and has yet to achieve a profit.  If the Company fails to generate
profits, it is unlikely that the Company will be able to meet its financial
obligations and investors could lose their entire investments.





Likely Change of
Control.During 2007, it is likely that the Company may offer
certain of its creditors the right to convert their debts into common stock of
the Company based upon the current trading price of the Company’s Common
Stock.  The conversion of even a portion of these debts will result in
a change of control in favor of such creditors.  Such creditors will
likely also include Kenneth Denos, the Company’s Chief Executive
Officer.





Securities Class Action Claims Based
Upon Price Fluctuation.  Securities class action claims have
been brought against issuing companies in the past after volatility in the
market price of a company’s securities.  With respect to the Company,
such litigation could be very costly and divert the


3


attention
of the Company’s management and resources, and any adverse determination in such
litigation could also subject the Company to significant liabilities, any or all
of which could have a material adverse effect on the Company’s business, results
of operations, and financial condition.





No Active
Market.  Although the Company’s shares are traded on the NASD
Electronic Bulletin Board, the Company believes that the public trading price
may be an inaccurate representation of the value of the Company because there is
little or no trading volume in the Company’s shares and no analysts or NASD
market makers actively follow the Company.





No Dividends.  The
Company does not anticipate paying dividends on its Common Stock  in
the foreseeable future, and may be restricted from paying dividends in the
future pursuant to subsequent financing arrangements.





Anti-Takeover
Provisions.The Company’s Certificate of Incorporation
contains certain provisions which could be an impediment to a non-negotiated
change in control of the Company, namely an ability, without stockholder
approval, to issue up to 20,000,000 shares of preferred stock with rights and
preferences determined by the board of directors, staggered terms for directors,
and super-voting requirements.  These provisions could impede a
non-negotiated change in control and thereby prevent stockholders from obtaining
a premium for their Common Stock.





Securities Eligible for Public
Trading.  All of the Company’s outstanding shares are either
freely tradeable or immediately eligible for resale under Rule 144 promulgated
pursuant to the Securities Act of 1933, as amended.  Sales of
substantial amounts of freely tradeable stock in the public market could
adversely affect the market price of the Common Stock.  The Company
has also filed a registration statement with respect to its 2000 Stock Option
Plan, the result of which could be the sale of a significant number of shares in
the public market, and consequently, an adverse effect upon the public trading
price of the Company’s Common Stock.





Private Liability of
Management.  The Company has adopted provisions in its
Certificate of Incorporation which limit the liability of its officers and
directors and provisions in its bylaws which provide for indemnification by the
Company of its officers and directors to the fullest extent permitted by
Delaware corporate law.  The Company’s Certificate of Incorporation
generally provides that its directors shall have no personal liability to the
Company or its stockholders for monetary damages for breaches of their fiduciary
duties as directors, except for breaches of their duties of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, acts involving unlawful payment of dividends or unlawful stock
purchases or redemptions, or any transaction from which a director derives an
improper personal benefit.  Such provisions substantially limit the
shareholders’ ability to hold directors liable for breaches of fiduciary
duty.





Potential Issuance of Additional
Common and Preferred Stock.  The Company is authorized to issue
up to 200,000,000 shares of Common Stock.  To the extent of such
authorization, the Board of Directors of the Company will have the ability,
without seeking shareholder approval, to issue additional shares of common stock
in the future for such consideration as the Board of Directors may consider
sufficient.  The issuance of additional Common Stock in the future may
reduce the proportionate ownership and voting power of existing
shareholders.  The Company is also authorized to issue up to
20,000,000 shares of preferred stock, the rights and preferences of which may be
designated in series by the Board of Directors.  To the extent of such
authorization, such designations may be made without shareholder
approval.  The designation and issuance of series of preferred stock
in the future would create additional securities which would have dividend and
liquidation preferences over common stock.


4





Volatility of Stock
Prices.In the event that there is an established public
market for the Company’s Common Stock, market prices will be influenced by many
factors and will be more subject to significant fluctuations in response to
variations in operating results of the Company and other factors such as
investor perceptions of the Company, supply and demand, interest rates, general
economic conditions and those specific to the industry, developments with regard
to the Company’s activities, future financial condition and
management.





Applicability of Low Priced Stock
Risk Disclosure Requirements.  The Common Stock of the Company
may be considered a low priced security under rules promulgated under the
Securities Exchange Act of 1934.  Under these rules, broker-dealers
participating in transactions in low priced securities must first deliver a risk
disclosure document which describes the risks associated with such stocks, the
broker-dealers’s duties, the customer’s rights and remedies, certain market and
other information, and make a suitability determination approving the customer
for low priced stock transactions based on the customer’s financial situation,
investment experience and objectives.  Broker-dealers must also
disclose these restrictions in writing to the customer, obtain specific written
consent of the customer, and provide monthly account statements to the
customer.  With all these restrictions, the likely effect of
designation as a low priced stock will be to decrease the willingness of
broker-dealers to make a market for the stock, to decrease the liquidity of the
stock and to increase the transaction cost of sales and purchases of such stock
compared to other securities.





5








BUSINESS
OVERVIEW








DESCRIPTION
OF BUSINESS





SportsNuts, Inc. (sometimes referred to
hereinafter as the “Company”) is a sports management and marketing company, with
a focus on community-based amateur athletics.  Incorporated in
Delaware on July 12, 1996, the Company helps organize and manage certain
community sports events, providing online registration, merchandise sales, event
sponsorship, and event coordination.





Until March 1, 2007, the Company
offered computer hardware sales and related services through Secure Networks,
Inc., its wholly-owned subsidiary.  On that date, the Company spun-off
the shares of Secure Networks on a pro-rata basis to its shareholders such that
Secure Networks became an independent company.  Following the
spin-off, due to the substantially decreased level of revenues and operations of
the Company, SportsNuts, became a “shell company” as defined in 12b-2 of the
Securities Exchange Act of 1934.





BUSINESS
FOCUS





The Company targets organized sports
events with various marketing and technology services to increase consumer
satisfaction, athlete participation, corporate involvement, and purchasing
opportunities.  The Company also seeks to create increased awareness
of participating events within surrounding communities.  Through its
Internet properties, the Company provides online event registration, merchandise
sales, event website hosting, and the issuance of targeted e-mails to sports
participants who have requested information about upcoming sporting
events.  Event administrators can access and download customizable
reports on their events, requesting a full financial breakdown or simply
creating a report that displays the name and t-shirt size of each
participant.





RESEARCH
& DEVELOPMENT





Generally.  Product
development expenses related to the Company’s Internet services consist
primarily of payroll, software and systems, and related costs for programmers
and software developers.  Product development expenses related to the
Company’s information technology consulting consists primarily of payroll and
systems development for the web site hosting services.  Where
appropriate, the Company capitalizes certain systems development costs in
accordance with generally accepted accounting principles.





Software
Development.  The heart of the Company’s services is the sports
information management system user base. A database contains all the detailed
information that the Company gathers on every person who registers for a sports
event through the Company’s web site.  The database software holds and
manipulates all such information. This database is built with Sequel
software.  The Company has invested in this software in order to
insure reliability as well as scalability.  For the size of the
Company’s computer systems and the volume of throughput, Sequel databases are
typically the fastest and are easily moved from one computer platform to
another. The database can efficiently provide any of the stored information when
it is automatically requested by the Company’s web site, software applications
or manually requested by an employee for corporate use.





MARKET
ANALYSIS/OPPORTUNITIES


6





The market for products and services
among amateur sports enthusiasts in the United States is rapidly evolving and
intensely competitive with a large number of competitors in the Internet sports
industry.  However, the niche market in which the Company competes
possesses relatively few amateur sports organizations that can provide a
comprehensive marketing and technological approach to organizations that seek to
increase participation and attendance for their events.  However,
there can be no assurance that the Company can maintain a competitive position
against current or future competitors as they enter the markets in which it
competes, particularly those with greater financial, marketing, service,
support, technical and other resources than those possessed by the
Company.  The Company’s failure to maintain a competitive position
within the market could have a material adverse effect on its business,
financial condition, results of operations and cash flows.





The Reach of Amateur
Sports. Amateur sports in the United States has a massive following,
estimated by the Company at 135 million fans, 76 million active participants, 4
million organized teams, and over $30 billion spent annually on products and
services.





Amateur sports touches multiple
audiences (athletes, fans, coaches, officials, sports physicians, athletic
directors, community sports writers) who generally want to enhance the
experience for themselves and the participants.  At the grass-roots
level, amateur sports tends to generate more emotional involvement than any
other activity with the exception of academic education.  The dreams
of millions of athletes are pursued through sports and many families live
vicariously through sports in various supporting roles.  Amateur
sports typically require a substantial investment of time and
money.  The demographic profile of amateur sports enthusiasts is
therefore strong relative to recreational spending.





The
Internet.  Sports has been a core staple in the development of
the Internet.  Over thirty million users in the United States access
the Internet each day for sports-related information.  The
administration of amateur sports organizations and events and the information
management of amateur sports data lend itself to unique marketing approaches
that can be greatly facilitated through various web-based solutions, but are
currently not addressed efficiently by any single organization.





Market Segmentation/User
Needs





Generally.  The
Company has divided the grass roots amateur sports market into three specific
segments: (i) Youth Sports (ages 5-13), (ii) High School Sports (ages 14-18),
and (iii) Adult Recreation Sports (ages 19+).  As discussed below, the
Company believes that there are approximately 76 million persons within these
three categories, or roughly thirty percent of the U.S.
population.  Each segment has specific interests and needs, but they
all share the common goal of improving the amateur athletic experience by
strengthening coaching and playing skills and providing easier access to
reliable information and quality products and services.





Youth Sports.  The
Company estimated that there are roughly three million organized youth sports
teams in the United States.  Each team has an average of 12 players
(36 million total players).  However, since most children play more
than one sport, the Company estimates that the number of unique participants in
this segment to be 24 million.





Youth sports are typically less
organized and managed far less efficiently than high school or adult
recreational sports.   The registration, rostering, and
scheduling process is costly and cumbersome for youth sports
organizations.  In addition, game and event information is usually
difficult to obtain, including time and location of contest, profile of the
opposing team, and a summary of the event itself.  Coaching at the
youth sports level is often highly erratic, with a large number of children
either inspired by or alienated toward organized sports for life during this
period.  Youth coaches require a variety of


7


resources
necessary to improve the quality of the instructional
environment.  Finally, youth sports are constantly in need of funding
for equipment, facilities, and transportation.





High School
Sports.  The Company estimates that there are approximately
20,000 high schools in the United States, with approximately 25 teams of 20
athletes each per school across all sports and grade levels (10 million total
players).  As with youth sports, since most teens play more than one
sport, the Company estimates that the number of unique participants, together
with a significant number of non-athlete participants (e.g. drill team members,
cheerleaders, and equipment managers) in this segment to be 8
million.





Competition becomes significantly more
important relative to youth sports as athletes reach their teenage
years.  Nevertheless, current methods of tracking the history or
performance of an individual or team are difficult or impossible, and broad
comparison and ranking systems are largely unavailable.  Moreover, the
scouting process is often unreliable, time consuming, and cost
prohibitive.  High school athletes desire the type of tangible
performance measurements and statistics available through the Company’s sports
information management system.  In addition, those prep athletes with
aspirations to participate in collegiate athletics are highly interested in
scholarship and college placement opportunities afforded by increased exposure
to college recruiters.  As with youth sports, high school sports
programs are also chronically underfunded.  Finally, because of the
increased intensity level of high school sports and the resulting injuries,
these athletes will likely require access to sports medicine services, which is
currently not available from any comprehensive source online.





Parents/Adult Recreation
Sports.  The Company estimates that the 32 million children and
teens participating in amateur sports will have at least one non-participant
supporter, most likely a parent.  Although most youth and high school
athletes have more than one parent who follows their activities, many parents
with children who play sports typically have more than one child participating
in organized amateur sports.  Many of these adults also participate in
recreational sports themselves.  The Company believes that an
additional 12 million adults who participate in recreational sports do not
currently have children engaged in amateur sports.  Accordingly, the
Company estimates that 44 million U.S. adults follow a child who participates in
amateur sports and/or personally participate in adult recreational
sports.





Because competition as well as exercise
is at the heart of adult sports participation, a source for statistical
information is likely to be a significant attraction within this
category.  These persons are also more likely to utilize sports
medicine services, given their increased susceptibility to aches, soreness, and
injury due to age and increasing fragility.  Sports-oriented adults
have significant purchasing power relative to the youth sports and high school
sports segment, particularly with credit card transactions over the
Internet.  Adults desire a wide range of and sufficient information
concerning products and services that cater to their interests.








INTELLECTUAL
PROPERTY





The Company has registered the Internet
domain names, “www.sportsnuts.com,” and “www.sportsnuts.net.”  Given
the lack of resources available to the Company during 2006, the Company has not
pursued any trademark applications for its name and brand.





The Company’s online registration and
league management systems are not protected by any copyright or patent, and the
Company does not anticipate filing an application with the U.S. Patent and
Trademark Office or the United States Copyright Office for protection of any of
these systems.  Although the Company believes that copyright and
patent protection for these systems is either cost prohibitive or unnecessary,
it may be wrong.  If the Company is wrong, it could face unexpected
expenses pursuing,


8


defending,
or otherwise becoming involved in a copyright or patent dispute, any of which
could have a material adverse effect upon the Company’s business, results of
operations, and financial condition.





Because the Company has no formal
trademark protection, other companies with names, marks, or slogans similar to
SportsNuts could seek to require that the Company obtain a license from them or
require the Company to change its name, either of which could entail substantial
costs.  Additionally, if the Company were required to change its name,
it could lose all goodwill associated with the “SportsNuts” mark.  In
addition, future products and services offered by the Company may need to be
marketed under different names if the mark “SportsNuts” causes confusion with
another trade name being used by another company.  The Company could
also incur substantial costs to defend any legal action taken against the
Company pursuant to a trademark or service mark dispute.   If, in
any legal action against the Company, its asserted trademarks, or service marks
should be found to infringe upon intellectual property rights of a third party,
the Company could be enjoined from further infringement and could be required to
pay damages.  In the event a third party were to sustain a valid claim
against the Company, and in the event a required license were not available on
commercially reasonable terms, the Company’s financial operations and results of
operations could be materially adversely affected.  Litigation, which
could result in substantial cost to and diversion of resources of the Company,
may also be necessary to enforce intellectual property rights of the Company or
to defend the Company against claimed infringements of the rights of
others.








GOVERNMENT
REGULATION





There are currently few laws or
regulations directly applicable to information technology or electronic
commerce.  Due to the increasing popularity and use of the Internet,
it is possible that a number of laws and regulations may be adopted with respect
to the Internet which could materially increase the cost of transacting business
on the Internet.  Although transmissions from the Company’s Internet
properties originate from the State of Utah, the government of the United States
and the governments of other states and foreign countries might attempt to
regulate such transmissions or assess taxes, fees, tariffs, duties, or other
payments against the Company, its affiliates, or customers purchasing products
or services through its internet properties of its clients.  Any such
regulations or assessments could adversely affect the Company’s business,
financial condition, and results of operations.








EMPLOYEES





As of March 1, 2007, the Company
employed five persons on a part-time basis.  The Company believes that
its future success will depend in part on its continued ability to attract,
hire, and retain a sufficient number of highly skilled personnel.








REPORTS
TO SECURITY HOLDERS





SportsNuts is subject to the
information requirements of the Securities Exchange Act of 1934, as amended, and
in accordance therewith files quarterly and annual reports, as well as other
information with the Securities and Exchange Commission (“Commission”) under
File No. 333-14477.  Such reports and other information filed with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates, and at various regional and district offices maintained by
the Commission throughout the United States.  Information about the
operation of the Commission’s public reference facilities may be obtained by
calling the Commission at 1-800-SEC-0330.  The Commission also
maintains a website at


9


http://www.sec.gov that
contains reports and other information regarding the Company and other
registrants that file electronic reports and information with the
Commission.








ITEM
2:  DESCRIPTION OF PROPERTY





The Company’s executive offices are
located in a 5,500 square foot facility in south Salt Lake County, Utah, twenty
minutes from the Salt Lake City International Airport and adjacent to Interstate
15.  The Company subleases this facility from an entity controlled by
Kenneth Denos, the Company’s Chief Executive Officer.  Base rent for
use of this facility is $500.00 per month, on a month-to-month
lease.





The Company believes that the size of
its executive offices is adequate for its business, technology, and operational
needs for the intermediate future.  In the aggregate, however, the
Company believes that additional office space may be necessary in the near
future to accommodate its growth.  The current commercial real estate
market in Salt Lake City has sufficient capacity that management believes that
the Company should not experience any significant difficulty in procuring
additional office space as needed.








ITEM
3:  LEGAL PROCEEDINGS





None.








ITEM
4:  SUBMISSION ON MATTERS TO A VOTE OF SECURITY HOLDERS




None.


10


PART
II.







ITEM
5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.







(a)
            Market
      for Common Equity and Related Stockholder
  Matters.





(1)
            Market
      Information.





The Company’s Common Stock is listed on
the NASD Electronic Bulletin Board (“Bulletin Board”) under the symbol
“SPCI.”  The Company’s stock has been traded on the Bulletin Board
since approximately January, 1997.  As of March 1, 2006, there was no
active public market for the Company’s Common Stock.  The following
table sets forth, for the periods indicated, the high and low closing sales
prices, as to Bulletin Board prices of shares of the Company’s Common Stock
during the calendar year ended December 31, 2006:





High
            
            Low


Fourth
      Quarter 2006
            $
      0.0046
            $
      0.0023Third
      Quarter 2006
            $
      0.0121
            $
      0.0021Second
      Quarter 2006
            $
      0.0057
            $
      0.0028First
      Quarter 2006
            $
      0.0092
            $
      0.004





The
following table sets forth, for the periods indicated, the high and low closing
sales prices, as to Bulletin Board prices of shares of the Company’s Common
Stock during the calendar year ended December 31, 2005:





High
            
            Low


Fourth
      Quarter 2005
            $
      0.0064
            $
      0.0045Third
      Quarter 2005
            $
      0.011
            $
      0.005Second
      Quarter 2005
            $
      0.065
            $
      0.0085First
      Quarter 2005
            $
      0.035
            $
      0.003





(2)
            Holders.





As of March 1, 2007, the Company had
approximately 365 holders of record of its Common Stock.





(3)
            Dividends.





The Company has not paid any cash
dividends on its Common Stock since inception and does not anticipate paying
cash dividends in the foreseeable future.  The Company anticipates
that any future earnings will be retained for use in developing and/or expanding
the business.


11





(b)
      Recent Sales of Unregistered
Securities.








As of December 31, 2006, the Company
had outstanding 18,150,000 common stock purchase options granted to various
officers, directors, employees, and service providers of the Company pursuant to
the Company’s 2000 Stock Option Plan (“Plan”).  The Company believes
that the options granted under the Plan are exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of such Act.





During 2000-2005 and continuing into
2007, Kenneth Denos, the Company’s Chief Executive Officer, made various cash
loans to the Company totaling $88,000 in the aggregate.  These loans
are represented by unsecured promissory notes of the Company and bear interest
at the rate of ten percent (10%) per annum.





During 2000-2005 and continuing into
2007, the Company has accrued payroll and other expenses owed to Kenneth Denos,
the Company’s Chief Executive Officer, and other employees of the Company
totaling $1,061,318 in the aggregate.  These accruals are unsecured
obligations of the Company and the Company has issued each person to whom
service-based compensation is owed a promissory note representing such
payments.  Interest has accrued on these notes commencing January 1,
2006 at the rate of eight percent (8%) per annum.





ITEM
6:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND
RESULTS OF OPERATIONS





The following discussion of the
financial condition and results of operations of SportsNuts, Inc. and its
subsidiaries (hereafter collectively, “SportsNuts” or the “Company”) should be
read in conjunction with the Audited Financial Statements and related Notes
thereto included herein.   This discussion may contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including,
without limitation, statements regarding the Company’s expectations, beliefs,
intentions, or future strategies that are signified by the words “expects,”
“anticipates,” “intends,” “believes,” or similar language.  Actual
results could differ materially from those projected in the forward looking
statements.  Prospective investors should carefully consider the
information set forth below under the caption “Risk Factors” in addition to the
other information set forth herein.  The Company cautions investors
that its business and financial performance is subject to substantial risks and
uncertainties.





Overview





SportsNuts is a sports management and
marketing company, with a focus on community-based amateur athletics, providing
unique solutions to the challenges faced by athletes and the organizations in
which they participate.  The Company helps organize and manage various
sports events, providing online registration, merchandise sales, event
sponsorship, and event coordination.





SportsNuts endeavors to make events
more profitable and efficient by promoting such events through various media
channels, attracting corporate sponsorships, and providing technology tools to
decrease administrative and personnel costs.


12





The Company previously provided
computer hardware and related software sales through Secure Networks, Inc., the
Company’s wholly-owned subsidiary (“Secure Networks”).  On March 1,
2007, Secure Networks was spun off, on a pro-rata basis, to the shareholders of
SportsNuts.  The spin-off is described in a report on Form 8-K filed
by the Company with the Securities and Exchange Commission on January 19,
2007.





The Company’s principal sources of
revenues during 2006 were (i) online services targeted to sports organizations
and their members, (ii) offline promotional, management, and sponsorship
services provided in connection with community-based sports events, and (iii)
computer hardware sales.  The ability to generate revenues during the
year 2007 and beyond depends substantially upon the revenues relating to the
Company’s amateur sports business, as the Company spun-off Secure Networks on
March 1, 2007.





Expenses which comprise cost of goods
sold are principally comprised of offline costs associated with the management
and promotion of sporting events which the company has an active
role.  Also included in cost of goods sold are commissions paid for
information technology consulting contracts.  As more organizations
utilize the Company’s technology services, future expenses included in cost of
goods sold will be personnel and materials costs to administer these services,
as well as potential fee sharing expenses to organizations involved in sports
event management, and online registration and administration.





General and administrative expenses
have been comprised of administrative wages and benefits; occupancy and office
expenses; outside legal, accounting and other professional fees; travel and
other miscellaneous office and administrative expenses.  Selling and
marketing expenses include selling/marketing wages and benefits; advertising and
promotional expenses; travel and other miscellaneous related
expenses.  R&D expenses consist mainly of development expenses
related to creating new technology applications.  In the future, the
Company anticipates significant expenditures in business development to create
strategic alliances with third parties, and in developing a sales channel to the
various amateur sports organizations throughout the United States.





Because the Company has incurred
losses, income tax expenses are immaterial.  No tax benefits have been
booked related to operating loss carryforwards, given the uncertainty of the
Company being able to utilize such loss carryforwards in future
years.  The Company anticipates incurring additional losses during the
coming year.





Results
of Operations





Following is management’s discussion of
the relevant items affecting results of operations for the years ended December
31, 2006 and 2005.





Revenues.  The
Company generated net revenues of $335,961 during the year ended December 31,
2006, which represents a 47% decrease compared to $638,525 in net revenues
during the year 2005.  The decrease is mainly the result of 4 large
sales of computer hardware by Secure Netwerks which were associated with
equipment leases during 2005.  These transactions contributed
approximately $227,000 in revenues during the year ended December 31,
2005.  Although Secure Netwerks continues to pursue equipment leases,
nothing that large materialized during 2006.  Along with event
administration, other sources of revenue were the sales of the Company’s online
services, information technology consulting, and computer hardware
sales.  Following the spin-off of Secure Networks on March 1, 2007,
the Company’s sole source of revenues will be related to sports events and
services rendered pursuant thereto.  Accordingly, the Company
anticipates that future overall consolidated revenues will likely be
substantially lower than in prior periods.  Management therefore
believes that SportsNuts is considered a “shell company” as defined in Rule
126-2 of the Securities Exchange Act of 1934.


13





Cost of Sales.  Cost
of sales for the year ended December 31, 2006 were $288,247, a 40% decrease from
$480,842 during the year 2005.  This decrease correlates to the
decrease in revenues but the percentage change is lower due to the change in
sales mix.  The sales of computer hardware during the year 2006 were
$258,376 compared to $419,575 during 2005.  Hardware sales do not
yield as high a margin as other products offered by the Company thus
contributing to the increased cost of sales percentage.  Cost of sales
were 86% of revenues in 2006 compared to 75% in 2005.  The Company
anticipates that cost of sales will decrease in 2007 as a result of the spin-off
of Secure Networks, Inc.  Other costs of sales consisted of online
registration services, sports event management and promotional services, and
sales commissions paid in connection with hardware sales and
leases.





Salaries and Consulting
Expenses.  Salaries and consulting expenses for the year ended
December 31, 2006 were $170,190, a 34% decrease from $259,339 during the year
2005.  Management continues to make a concerted effort to decrease
certain costs associated with personnel salaries and benefits and contract
labor.  Payroll expense accounted for approximately $147,329 of
salaries and consulting expenses during 2006, as compared to $251,508 during
2005.





Professional
Fees.  Professional fees for the year ended December 31, 2006
were $27,375, a 12% decrease from $31,098 during 2005.  This decrease
was primarily attributable to legal fees incurred during 2005 related to
negotiations with various vendors.  Contributing to professional fees
in 2006 was the legal and accounting fees associated with the planned spin-off
of Secure Netwerks





Selling, General and Administrative
Expenses.Selling, general and administrative expenses were
$99,314 for the year ended December 31, 2006, as compared to $258,464 during
2005, a decrease of 62%.  The main reason for the decrease is due to
the change in one of the largest expense categories in general and
administrative expenses, rent and utilities expense, which went from $71,282 in
2005 to $24,470 in 2006.  This anticipated decrease will be offset in
the future by increased product development expenses related to the Company’s
Internet services which consist primarily of payroll, software and systems, and
related costs for programmers and software developers.  Product
development expenses related to the Company’s information technology consulting
consists primarily of payroll and systems development for the web site hosting
services.  Where appropriate, the Company capitalizes certain systems
development costs in accordance with generally accepted accounting
principles.





Other Income
(Expense).  The Company had net other income of $58,458 for the
year ended December 31, 2006 compared to net other income of $712,555 during
2005.  The income was attributable primarily from the write off of
certain debts of the Company which amounted to $236,608 in 2006 compared to
$740,640 in 2005.  Other expenses incurred were comprised primarily of
interest expenses related to balances on Company credit cards and short term
loans.





Liquidity
and Capital Resources





As of December 31, 2006, the Company’s
primary source of liquidity consisted of $13,334 in cash and cash
equivalents.  The Company holds most of its cash reserves in local
sweep accounts with local financial institutions.  Since inception,
the Company has financed its operations through a combination of short and
long-term loans, and through the private placement of its Common
Stock.





The Company has sustained significant
net losses which have resulted in an accumulated deficit at December 31, 2006 of
$23,448,044 and is currently experiencing a substantial shortfall in operating
capital which raises doubt about the Company’s ability to continue as a going
concern.  The Company generated a net loss for the year ended December
31, 2006 of $190,707 compared to net income in 2005 of $321,337. The net income
in 2005 was mainly the result of the write off of certain large debts of the
Company which will not occur in the future.  The Company anticipates a
net loss for the year ended December 31, 2007 and with the expected cash
requirements for the coming months, without additional cash inflows from an
increase in revenues combined with continued cost-cutting or a receipt of cash
from capital investment, there is substantial doubt as to the Company’s ability
to continue operations.







14




The Company
believes these conditions have resulted from the inherent risks associated with
the small startup technology-oriented companies.  Such risks include,
but are not limited to, the ability to (i) generate revenues and sales of its
products and services at levels sufficient to cover its costs and provide a
return for investors, (ii) attract additional capital in order to finance
growth, (iii) further develop and successfully market commercial products and
services, and (iv) successfully compete with other comparable companies having
financial, production and marketing resources significantly greater than those
of the Company.





The Company believes that its capital
resources are insufficient for ongoing operations, with minimal current cash
reserves.  The Company will likely require considerable amounts of
financing to make any significant advancement in its business
strategy.  There is presently no agreement in place with any source of
financing and there can be no assurance that the Company will be able to raise
any additional funds, or that such funds will be available on acceptable
terms.  Funds raised through future equity financing will likely be
substantially dilutive to current shareholders.  Lack of additional
funds will materially affect the Company and its business, and may cause the
Company to cease operations.  Consequently, shareholders could incur a
loss of their entire investment in the Company.





15




ITEM
7:  FINANCIAL STATEMENTS REQUIRED BY FORM 10-KSB



















CONTENTS





Report
      of Independent Registered Public Accounting Firm
            17Consolidated
      Balance Sheet
            18Consolidated
      Statements of Operations
            19Consolidated
      Statements of Stockholders’ Deficit
            20Consolidated
      Statements of Cash Flows
            21Notes
      to the Consolidate Financial Statements
            23












































16


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM











Board of
Directors


SportsNuts,
Inc. and Subsidiaries


South
Jordan, Utah





We have
audited the accompanying consolidated balance sheet of SportsNuts, Inc. and
Subsidiaries as of December 31, 2006 and the related consolidated statements of
operations, stockholders' deficit and cash flows for the years ended December
31, 2006 and 2005.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made 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 consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of SportsNuts,
Inc. and Subsidiaries as of December 31, 2006 and the consolidated results of
their operations and their cash flows for the years ended December 31, 2006 and
2005 in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 7
to the consolidated financial statements, the Company has negative working
capital, negative cash flows from operations and recurring operating losses
which raises substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also
described in Note 7.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.














Bouwhuis,
Morrill & Company, LLC


Layton,
Utah


March 23,
2007





17


SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Balance SheetASSETSDecember
      31,2006CURRENT
      ASSETSCash
      and cash equivalents
              
              $
              13,334Accounts
      receivable, net
              
              
              37,957Advances
      due from related party (Note 8)
              
              
              6,949Prepaid
      expenses
              
              
              5,027Total
      Current Assets
              
              
              63,267PROPERTY
      AND EQUIPMENT - NET
              
              
              1,138TOTAL
      ASSETS
              
              $
              64,405LIABILITIES AND
      STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
              
              $
              32,257Due
      to related parties (Note 8)
              
              
              160,123Accrued
      expenses
              
              
              1,683,225Line
      of credit payable
              
              
              18,713Notes
      payable (Note 3)
              
              
              55,850Notes
      payable - related parties (Note 2)
              
              
              715,682Total
      Current Liabilities
              
              
              2,665,850STOCKHOLDERS'
      DEFICITCommon
      stock, $0.002 par value; 200,000,000 sharesauthorized,
      121,674,854 shares issued and outstanding,respectively
              
              
              243,350Additional
      paid-in capital
              
              
              20,764,999Stock
      subscriptions receivable
              
              
              (161,750
              )Accumulated
      deficit
              
              
              (23,448,044
              )Total
      Stockholders' Deficit
              
              
              (2,601,445
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              64,405


The
accompanying notes are an integral part of these consolidated financial
statements.


18





SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Statements of OperationsFor
      the Years EndedDecember
      31,2006
              
              
              2005NET
      SALES
              
              $
              335,961
              
              
              $
              638,525COST
      OF SALES
              
              
              288,247
              
              
              
              480,842GROSS
      MARGIN
              
              
              47,714
              
              
              
              157,683OPERATING
      EXPENSESSalaries
      and consulting
              
              
              170,190
              
              
              
              259,339Professional
      fees
              
              
              27,375
              
              
              
              31,098Selling,
      general and administrative
              
              
              99,314
              
              
              
              258,464Total
      Operating Expenses
              
              
              296,879
              
              
              
              548,901LOSS
      FROM OPERATIONS
              
              
              (249,165
              )
              
              
              (391,218
              )OTHER
      INCOME (EXPENSES)Interest
      expense
              
              
              (153,599
              )
              
              
              (131,951
              )Impairment
      of goodwill
              
              
              (52,696
              )
              
              
              -Interest
      income
              
              
              5,103
              
              
              
              5,246Gain
      on settlement of debt
              
              
              236,608
              
              
              
              740,640Other
      income
              
              
              23,042
              
              
              
              98,620Total
      Other Income (Expenses)
              
              
              58,458
              
              
              
              712,555INCOME
      (LOSS) BEFORE INCOME TAXES
              
              
              (190,707
              )
              
              
              321,337INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -NET
      INCOME (LOSS)
              
              $
              (190,707
              )
              
              $
              321,337BASIC
      AND DILUTED:Net
      income (loss) per common share
              
              $
              (0.00
              )
              
              $
              0.00Weighted
      average shares outstanding
              
              
              121,674,854
              
              
              
              119,757,046


The
accompanying notes are an integral part of these consolidated financial
statements.


19


SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Stockholders' DeficitAdditional
              
              
              Stock
              
              
              
              
              
              TotalCommon
      Stock
              
              
              Paid-in
              
              
              Subscriptions
              
              
              Accumulated
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Capital
              
              
              Receivable
              
              
              Deficit
              
              
              DeficitBalance,
      December 31, 2004
              
              
              111,674,854
              
              
              $
              223,350
              
              
              $
              20,656,267
              
              
              $
              (61,750
              )
              
              $
              (23,578,674
              )
              
              $
              (2,760,807
              )Stock
      options compensation expense
              
              
              -
              
              
              
              -
              
              
              
              28,732
              
              
              
              -
              
              
              
              -
              
              
              
              28,732Exercise
      of stock options
              
              
              10,000,000
              
              
              
              20,000
              
              
              
              80,000
              
              
              
              (100,000
              )
              
              
              -
              
              
              
              -Net
      income for year endedDecember
      31, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              321,337
              
              
              
              321,337Balance,
      December 31, 2005
              
              
              121,674,854
              
              
              
              243,350
              
              
              
              20,764,999
              
              
              
              (161,750
              )
              
              
              (23,257,337
              )
              
              
              (2,410,738
              )Net
      loss for the year endedDecember
      31, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (190,707
              )
              
              
              (190,707
              )Balance,
      December 31, 2006
              
              
              121,674,854
              
              
              $
              243,350
              
              
              $
              20,764,999
              
              
              $
              (161,750
              )
              
              $
              (23,448,044
              )
              
              $
              (2,601,445
              )








The
accompanying notes are an integral part of these consolidated financial
statements.


20


SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Cash FlowsFor
      the Years EndedDecember
      31,2006
              
              
              2005CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
              
              $
              (190,707
              )
              
              $
              321,337Adjustments
      to reconcile net income (loss) to netcash
      used by operating activities:Depreciation
              
              
              10,573
              
              
              
              41,028Warrants/options
      issued below market value
              
              
              -
              
              
              
              28,732Gain
      on settlement of debt
              
              
              (236,608
              )
              
              
              (740,640
              )Impairment
      of goodwill
              
              
              52,696
              
              
              
              -Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              19,626
              
              
              
              91,021Advances
      due from related party
              
              
              15,263
              
              
              
              (2,336
              )Other
      current assets
              
              
              5,591
              
              
              
              (3,388
              )Accounts
      payable and accrued expenses
              
              
              262,351
              
              
              
              131,510Due
      to related parties
              
              
              6,412
              
              
              
              22,761Net
      Cash Used by Operating Activities
              
              
              (54,803
              )
              
              
              (109,975
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Change
      in line of credit payable
              
              
              (10,058
              )
              
              
              199Proceeds
      from notes payable
              
              
              -
              
              
              
              55,850Proceeds
      from notes payable - related parties
              
              
              11,492
              
              
              
              106,524Net
      Cash Provided by Financing Activities
              
              $
              1,434
              
              
              $
              162,573NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              $
              (53,369
              )
              
              $
              52,598CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              66,703
              
              
              
              14,105CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              13,334
              
              
              $
              66,703





The
accompanying notes are an integral part of these consolidated financial
statements.


21


SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Cash Flows (Continued)For
      the Years EndedDecember
      31,2006
              
              
              2005SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Payments For:Interest
              
              $
              5,909
              
              
              $
              5,574Income
      taxes
              
              $
              -
              
              
              $
              -Non-cash
      investing and financing activities:Common
      stock issued for stock subscriptions receivable
              
              $
              -
              
              
              $
              100,000





















































The
accompanying notes are an integral part of these consolidated financial
statements.


22
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005


NOTE 1
-       ORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES





a.
            Organization
      and Description of Business





SportsNuts,
      Inc. (the “Company”) was incorporated under the laws of the State of
      Delaware on July 12, 1996.  On April 15, 2001 the Company
      changed its name from SportsNuts.com International, Inc. to SportsNuts,
      Inc.  Prior to the reorganization with SportsNuts.com, Inc.
      (“SportsNuts”), a privately held Delaware corporation, on April 6, 1999,
      the Company had not commenced active business operations and was
      considered a development stage
company.





The
      Company’s primary business is providing unique solutions to the challenges
      faced by amateur athletes and the organizations in which they
      participate.  The Company helps organize and manage a wide
      variety of sports events, providing online registration and merchandise
      sales, event sponsorship, event coordination, and online and offline
      promotion.  The Company is the emerging technology leader in
      sports information systems and the only organization of its kind to
      compliment its technology solutions with offline, marketing, sales, and
      support.  The Company’s mission is to become the ultimate
      resource for event coordinators, administrators, athletes, fans, and
      coaches.





Effective
      April 15, 2001, the Company issued 3,800,000 shares of its common stock to
      acquire Rocky Mountain Sports Alliance, Inc. (“RMSA”) in exchange for all
      of the issued and outstanding shares of RMSA common stock.  The
      acquisition was accounted for as a purchase per APB No. 16.  The
      RMSA is a sports management firm located in Salt Lake City, Utah and
      currently holds the rights to a number of sports events throughout Utah
      and the surrounding intermountain area.  Management believes
      that the addition of the RMSA to the Company’s technology solutions gives
      the Company a unique position in the amateur sports industry in being able
      to provide offline as well as online support to teams, leagues, and sports
      organizations.





During
February 2004, the Company acquired Secure Networks, Inc. from an individual for
2,500,000 shares of SportsNuts, Inc.’s common stock making it a wholly owned
subsidiary.  Goodwill of $52,696 was recognized as a result of this
acquisition.  As of December 31, 2006, we have determined that there
has been an impairment of goodwill and the entire amount has been written
off.





b.
            Accounting
      Method





The
      Company’s consolidated financial statements are prepared using the accrual
      method of accounting.  The Company has elected a December 31
      year end.





c.
            Cash
      and Cash Equivalents





Cash
      Equivalents include short-term, highly liquid investments with maturities
      of three months or less at the time of
  acquisition.


23
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005


NOTE
      1 -
            ORGANIZATION
      AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)





d.
            Property
      and Equipment





Property
      and equipment are stated at cost. Expenditures for ordinary maintenance
      and repairs are charged to operations as incurred.  Major
      additions and improvements are capitalized. Depreciation is computed using
      the straight-line and accelerated methods over estimated useful lives as
      follows:





Computer
      hardware
            3
      yearsComputer
      software
            3
      yearsOffice
      equipment
            7
      years





Depreciation
expense for the years ended December 31, 2006 and 2005 was $10,573 and $41,028,
respectively.





e.
            Accounts
      Receivable





Accounts
      receivable are recorded net of the allowance for doubtful accounts of
      $3,938 as of December 31, 2006.





f.
            Revenue
      Recognition





Substantially
      all of the Company’s sales are on a cash-for-service basis. Occasionally,
      sales are made on account for the sale of promotional
      merchandise.  Revenue is recognized upon completion of the
      service or upon delivery of the
goods.





g.
            Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





h.
            Advertising





The
      Company follows the policy of charging the costs of advertising to expense
      as incurred.  Advertising expense is included in selling and
      marketing expenses in the consolidated statements of
      operations.  Advertising expense for the years ended December
      31, 2006 and 2005 was $4,395 and $4,545,
  respectively.





i.
            Goodwill





Based
      on SFAS No. 142, the Company has determined that the goodwill of $52,696
      associated with the acquisition of Secure Networks has been impaired and
      was written off as of December 31,
2006.


24
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005


NOTE
      1 -
            ORGANIZATION
      AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)





j.
            Basic
      Net Loss Per Share





For
      the Years Ended
              December
      31,2006
            
            
            2005Basic
      net income (loss) per share:Income
      (Loss) (numerator)
            
            $
            (190,707
            )
            
            $
            321,337Shares
      (denominator)
            
            
            121,674,854
            
            
            
            119,757,046Per
      share amount
            
            $
            (0.00
            )
            
            $
            0.00





The
      basic income (loss) per share of common stock is based on the weighted
      average number of shares issued and outstanding during the period of the
      financial statements. Common shares to be issued from preferred stock,
      warrants, and options are not included in the computation because they
      would have an antidilutive effect on the net income (loss) per common
      share.





k.
            Provision
      for Taxes





The
Company accounts for income taxes under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, using the
liability method.  The estimated future tax effect of differences
between the basis in assets and liabilities for tax and accounting purposes is
accounted for as deferred taxes.  In accordance with the provisions of
SFAS No. 109, a valuation allowance would be established to reduce deferred tax
assets if it were more likely than not that all or some portion, of such
deferred tax assets would not be realized.  A full allowance against
deferred tax assets was provided as of December 31, 2006.





At
December 31, 2006 the Company had net operating loss carryforwards of
approximately $14,000,000 that may be offset against future taxable income
through 2026.  No tax benefits have been reported in the financial
statements, because the potential tax benefits of the net operating loss carry
forwards are offset by a valuation allowance of the same amount.





Due
      to the change in ownership provisions of the Tax Reform Act of 1986, net
      operating loss carryforwards for Federal income tax reporting purposes are
      subject to annual limitations.  Should a change in ownership
      occur, net operating loss carryforwards may be limited as to use in the
      future.





l.
            Research
      and Development





The
      Company follows the policy of charging research and development costs to
      expense as incurred.





m.
            Stock
      Options and Warrants





On
      January 1, 2006, the Company adopted Statement of Financial Accounting
      Standards (SFAS) No. 123 (Revised 2004), Share-Based Payment, which is a
      revision of SFAS No. 123, Accounting for Stock-Based
      Compensation.  SFAS 123 (R) supercedes Accounting Principles
      Board opinion (APB) No. 25, Accounting for Stock Issued to Employees, and
      amends SFAS No. 95, Statement of Cash
Flows.


25
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005


NOTE
      1 -
            ORGANIZATION
      AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)





n.
            Gain
      on Settlement of Debt





The
      gain on settlement of debt arises from the write-off of certain old
      accounts and notes payable by the Company pursuant to a legal opinion from
      the Company’s attorney and CEO.  The Company is continuing to
      negotiate with additional creditors to settle other old accounts payable
      at a discount.  The gain on settlement of debt associated with
      these write-offs amounted to $236,608 and $740,640, respectively at
      December 31, 2006 and 2005.





o.
            Line
      of Credit





The
      company has one line of credit outstanding at December 31,
      2006.  Following are the details of the line of
      credit:





Line
      of credit is due on demandAvailable
      credit line
            
            $
            34,000Interest
      rate
            
            
            18
            %Balance
      outstanding at December 31, 2006
            
            $
            18,713





p.
            Reclassifications





Certain
amounts in the accompanying consolidated financial statements have been
reclassified to conform to the current year presentation.  These
reclassifications have no material affect on the consolidated financial
statements.





q.
            Accrued
      Expenses





Accrued
expenses consisted of the following at December 31, 2006:





Accrued
      compensation
            
            $
            1,105,212Accrued
      interest
            
            
            527,307Other
      accrued expenses
            
            
            50,706Total
      accrued expenses
            
            $
            1,683,225




r.
            Recent
      Accounting Pronouncements





In
February, 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 155, Accounting for
Certain Hybrid Financial Instruments.  SFAS No. 155 eliminates
the temporary exemption of bifurcation requirements to securitized financial
assets, contained in SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities.  As a result, similar
financial instruments are accounted for similarly regardless of the form of the
instruments.  In addition, in instances where a derivative would
otherwise have to bifurcated, SFAS No. 155 allows a preparer on an
instrument-by-instrument basis to elect fair value measurement at acquisition,
at issuance, or when a previously recognized financial instrument is subject to
remeasurement.  The adoption of SFAS No. 155 has not materially
affected the Company’s reported loss, financial condition or cash
flows.





In March,
2006, the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities.  The pronouncement establishes standards whereby
servicing assets and servicing liabilities are initially measured at fair value,
where






26





NOTE
      1 -
            ORGANIZATION
      AND SIGNIFICANT ACCOUNTING POLICIES
(Continued)





r.
            Recent
      Accounting Pronouncements
(Continued)





applicable.  In
addition, SFAS No. 156 allows subsequent measurement of servicing assets and
liabilities at fair value, and where applicable, derivative instruments used to
mitigate risks inherent with servicing assets and liabilities are likewise
measured at fair value.  The adoption of SFAS No. 156 has not
materially affected the Company’s reported loss, financial condition, or cash
flows.





In March,
2006, the FASB issued Interpretation No. 48, (“FIN 48”) Accounting for Uncertainty in Income
Taxes, an interpretation of SFAS No. 109, Accounting for Income
Taxes.  FIN 48 prescribes criteria for the recognition and
measurement of a tax position taken or expected to be taken in a tax
return.  Accordingly, tax positions are analyzed to determine whether
it is more likely than not they will be sustained when examined by the
appropriate tax authority.  Positions that meet the
more-likely-than-not criteria are measured to determine the amount of benefit to
be recognized, whereas those positions that do not meet the more-likely-than-not
criteria are derecognized in the financial statements.  The adoption
of FIN 48 has not materially affected the Company’s reported loss, financial
condition, or cash flows.





In
September, 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  The statement defines fair value, determines
appropriate measurement methods, and expands disclosure requirements about
those


measurements.  The
adoption of SFAS No. 157 has not materially affected the Company’s reported
loss, financial condition, or cash flows.





In
September, 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans.  This statement
requires an employer to recognize the overfunded or underfunded status of a
defined benefit postretirement plan as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year of
change through comprehensive income.  In addition, SFAS No. 158
requires an employer to measure the funded status of a plan as of the date of
its year-end statement of financial position.   The adoption of
SFAS No. 158 has not materially affected the Company’s reported loss, financial
condition, or cash flows.


27
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005


NOTE
2-      NOTES PAYABLE - RELATED PARTIES





Notes
      payable – related parties consisted of the following:
            
            December
      31,
              2006Note
      payable to a shareholder, secured by tangible
              and
      intangible assets of the Company,
              interest
      at 16%, principal and interest due
              April
      1, 2000, past due  Note is convertible into
              common
      stock of the Company at $.10 per share
            
            $
            450,000Note
      payable to a related individual, secured
              by
      tangible assets of the Company, interest at 16%
              principal
      and interest due May 4, 2000, past due.
              Note
      is convertible into common stock of the
              Company
      at $1.00 per share.
            
            
            20,000Notes
      payable to related individuals, unsecured,
              Interest
      at 10%, due on demand.
            
            
            192,916Notes
      payable to a related individual, unsecured,
              Interest
      at 13%, due on demand.
            
            
            21,500Notes
      payable to a related individual, unsecured,
              Interest
      at 24%, due on demand.
            
            
            31,266Total
      notes payable – related parties
            
            
            715,682Less:
      current portion
            
            
            (715,682
            )Long-term
      notes payable – related parties
            
            $
            -





Maturities
      of notes payable – related parties are as follows:Year
      Ending
              December
      31,
            
            Amount2007
            
            $
            715,682Total
            
            $
            715,682












28
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005


NOTE 3
-     NOTES PAYABLE





Notes
      payable consisted of the following:December
      31,
              2006Notes
      payable to individuals, unsecured, interest
              At
      10%, due on demand.
            
            $
            48,750Note
      payable to a company, unsecured, interest
              At
      10%, due on demand.
            
            
            7,100Total
      notes payable
            
            
            55,850Less:
      current portion
            
            
            (55.850
            )Long-term
      notes payable
            
            $
            -





Maturities
      of notes payable are as follows:Year
      Ending
              December
      31,
            
            Amount2007
            
            $
            55,850Total
            
            $
            55,850








NOTE 4
-       COMMON AND PREFERRED STOCK
TRANSACTIONS





Effective
      March 11, 2005, the Company issued 10,000,000 shares of its common stock
      in exchange for the exercise of stock options held by employees and
      consultants of the Company.  The Company has recorded a stock
      subscription receivable of $100,000 as payment which has not yet been
      received.





NOTE 5
-       OPTIONS AND WARRANTS





The
Company has adopted FASB Statement 123(R), “Share-Based Payments” (“SFAS No.
123R”) to account for its stock options.  The Company estimates the
fair value of each stock award at the grant date by using the Black-Scholes
option pricing model.  The assumptions used to calculate the fair
value of options granted are evaluated and revised, as necessary, to reflect
market conditions and our experience.  Compensation expense is
recognized only for those options expect to vest, with forfeitures estimated at
the date of grant based on our historical experience and future
expectations.  No stock options or warrants were granted during
2006.




29
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005


NOTE 5
-       OPTIONS AND WARRANTS
(Continued)







Employee Stock
Options





The
following tables summarize the information regarding employee stock options at
December 31, 2006:





Outstanding
      at December 31, 2006
            
            
            18,150,000Granted
            
            
            -Expired
            
            
            1,400,000Exercised
            
            
            -Options
      outstanding at December 31, 2006
            
            
            16,750,000Weighted
      average exercise price of options
              Outstanding
      at December 31, 2006
            
            $
            0.01





Exercise
              Prices
            
            
            Number
      of
              Options
              Outstanding
              December
      31,
              2006
            
            
            Weighted
              Average
              Remaining
              Contractual
              Life
      (Yrs)
            
            
            Weighted
              Average
              Exercise
              Price
            
            
            Number
      of
              Options
              Exercisable
      at December 31,
              2006
            
            
            Weighted
              Average
              Exercise
              Price$
            0.005
            
            
            
            8,750,000
            
            
            
            1.83
            
            
            $
            0.005
            
            
            
            8,750,000
            
            
            $
            0.005$
            0.020
            
            
            
            8,000,000
            
            
            
            0.25
            
            
            $
            0.020
            
            
            
            8,000,000
            
            
            $
            0.020





NOTE 6
-       OPERATING LEASES







The
      Company leased two (2) different facilities under non-cancelable operating
      leases expiring in 2005.  Rental expense for the years ended
      December 31, 2006 and 2005 was $24,470 and $55,070,
      respectively.





NOTE
      7 -
            GOING
      CONCERN





The
      accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern, which contemplates the
      realization of assets and satisfaction of liabilities in the normal course
      of business. The Company has sustained significant net losses which have
      resulted in an accumulated deficit at December 31, 2006 of approximately
      $23,400,000, has negative working capital, and negative cash flows from
      operations, all of which raise substantial doubt regarding the Company’s
      ability to continue as a going
concern.





To date
the Company has funded its operations through a combination of loans and the
private placement of its common stock. The Company anticipates another net loss
for the year ended December 31, 2007 and with the expected cash requirements for
the coming year, there is substantial doubt as to the Company’s ability to
continue operations.





The
      Company believes these conditions have resulted from the inherent risks
      associated with small startup technology-oriented companies. Such risks
      include, but are not limited to, the ability to (i) generate revenues and
      sales of its products and services at levels sufficient to cover its costs
      and provide a return for investors, (ii) attract additional capital in
      order to finance growth, (iii) further develop and successfully market
      commercial products and services, and (iv)
  successfully






30





compete
      with other comparable companies having financial, production and marketing
      resources significantly greater than those of the
  Company.





The
      Company is attempting to improve these conditions by way of financial
      assistance through issuances of additional equity and by generating
      revenues through sales of products and
services.





NOTE 8
-       RELATED PARTY
TRANSACTIONS





From
      time to time, the Company makes advances to a related
      company.  These advances are short term in nature and due on
      demand.  The balance receivable at December 31, 2006 was
      $6,949.





From
      time to time, an officer of the Company and an entity he owns paid for
      expenses of the Company for which he has not been
      reimbursed.  These unreimbursed expenses are disclosed as due to
      related parties.  The balance due at December 31, 2006 was
      $160,123.





NOTE 9
-       SEGMENT REPORTING





SportsNuts,
      Inc.’s reportable segments are business units that offer different
      products and services.  The Company has three reportable
      business segments: online services, sports event management and
      information technology consulting.  The online services segment
      provides internet team and league management for amateur sports
      organizations and online registrations for sporting
      events.  The sports event management segment creates, promotes
      and manages sporting events.  The information technology
      consulting segment provides services related to computer hardware,
      software and websites.







The
      policies applied to determine the segment information are the same as
      those described in the summary of significant accounting policies (Note
      1).  All significant intersegment transactions have been
      eliminated in the consolidated financial statements.  Financial
      information as of and for the year ended December 31, 2006 with respect to
      the reportable segments is as
follows:





Online
              Services
            
            
            Sports
      Event
              Management
            
            
            Information
              Technology
              ConsultingCash
            
            $
            3,204
            
            
            $
            490
            
            
            $
            9,640Fixed
      assets, net
            
            
            -
            
            
            
            982
            
            
            
            156Total
      assets
            
            
            4,212
            
            
            
            8,421
            
            
            
            51,772Total
      liabilities
            
            
            2,404,173
            
            
            
            18,713
            
            
            
            242,964Revenues
            
            
            16,059
            
            
            
            17,920
            
            
            
            301,982Cost
      of goods sold
            
            
            8,513
            
            
            
            9,343
            
            
            
            280,391Other
      income (expense)
            
            
            77,537
            
            
            
            (886
            )
            
            
            (18,193
            )Segment
      profit (loss) before tax effect
            
            
            (98,736
            )
            
            
            (11,994
            )
            
            
            (79,977
            )





31
 SPORTSNUTS,
INC. AND SUBSIDIARIES
 Notes to
the Consolidated Financial Statements
 December
31, 2006 and 2005






Financial
information as of and for the year ended December 31, 2005 with respect to the
reportable segments is as follows:





Online
              Services
            
            
            Sports
      Event
              Management
            
            
            Information
              Technology
              ConsultingCash
            
            $
            1,637
            
            
            $
            1,598
            
            
            $
            63,468Fixed
      assets, net
            
            
            8,800
            
            
            
            1,819
            
            
            
            1,092Total
      assets
            
            
            67,243
            
            
            
            35,899
            
            
            
            118,381Total
      liabilities
            
            
            2,372,268
            
            
            
            37,797
            
            
            
            222,196Revenues
            
            
            22,685
            
            
            
            140,396
            
            
            
            475,444Cost
      of goods sold
            
            
            11,616
            
            
            
            93,641
            
            
            
            375,585Other
      income (expense)
            
            
            729,627
            
            
            
            (4,028
            )
            
            
            (13,044
            )Segment
      profit (loss) before tax effect
            
            
            343,108
            
            
            
            (8,629
            )
            
            
            (13,142
            )





32


ITEM 8:  CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS





None





ITEM
8A:  CONTROLS AND PROCEDURES





The
Company's principal executive officer and principal financial officer, based on
their evaluation of the Company's disclosure controls and procedures (as defined
in Rules 13a-14 (c) and 15d-14(c) of the Securities Exchange Act of 1934) as of
December 31, 2006 have concluded that the Company's disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the Company and its consolidated subsidiaries are recorded,
processed, summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this annual
report has been prepared.





The
Company's principal executive officer and principal financial officer have
concluded that there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls for
the year ended December 31, 2006, the date of their most recent evaluation of
such controls, and that there were no significant deficiencies or material
weaknesses in the Company's internal controls.





ITEM
8B:  OTHER INFORMATION





None








PART
III




ITEM
9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
  Pursuant to
the Company's Delaware Certificate of Incorporation and Bylaws, the Company's
Board of Directors (the "Board") has been divided into three classes, with only
a single class subject to re-election each year.  The initial
re-election of the Board under this procedure requires the directors to be
nominated to serve a one-, two-, or three-year term.  Thereafter, any
director, whether elected or re-elected, will serve a three-year
term.  Each of the Company’s eight directorships has been
divided  into one of these three classes, with one class containing
two directorships and two classes containing three
directorships.  Kenneth I. Denos, age 39, is the Chief Executive
Officer of the Company and currently the only executive officer of the Company
and the only member of the Board of Directors.  A short summary of Mr.
Denos’ business experience is below.  His term of office will expire
at the next annual shareholders meeting.  No annual shareholders’
meeting is planned for the year 2006.





Kenneth Denos, age 39, has
worked with SportsNuts since November, 1998, and has served as the Company’s
Chief Executive Officer, General Counsel, Secretary, and a member of the Board
of Directors since April, 1999.  Mr. Denos also serves on the Board of
Directors of Moore, Clayton & Co.,


33


Inc., an
international strategic and advisory firm with offices in Los Angeles, Houston,
Salt Lake City, San Francisco, New York City, South Africa, and
London.  Mr. Denos is an executive officer of Equus II Incorporated
(NYSE: EQS), a business development company based in Houston and traded on the
New York Stock Exchange.  Previously, from 1996 to 1998, Mr. Denos
practiced with the Salt Lake City-based law firm of Jones, Waldo, Holbrook &
McDonough, concentrating on growing technology and Internet-based companies,
providing assistance in corporate governance, debt and equity financing, joint
ventures, licensing, mergers, acquisitions, and securities law
compliance.  Mr. Denos holds a Bachelor of Arts degree from the
University of Utah in Business Finance and Political Science, and holds a Master
of Business Administration Degree from the University of Utah School of Business
and a Juris Doctor from the University of Utah College of Law.  Prior
to practicing with Jones, Waldo, he was special projects manager at Utah
Technology Finance Corporation, a technology based venture lending
agency.





Board
of Directors Meetings and Committees





Although various items were reviewed
and approved by the Board of Directors during 2004, the Board held no meetings
during the fiscal year ended December 31, 2006.





The Company does not have Audit or
Compensation Committees of the Board of Directors.  Because of the
lack of financial resources available to the Company, the Company also does not
have an “audit committee financial expert” as such term is described in Item 401
of Regulation S-B promulgated by the Securities and Exchange
Commission.





Compensation
of Directors





Although the Company anticipates
compensating the members of its Board of Directors in the future at industry
levels, current members are not paid cash compensation for their service as
directors.  Each director may be reimbursed for certain expenses
incurred in attending Board of Directors and committee
meetings.  Directors may also be granted stock options under the
Company’s 2000 Stock Option Plan.





Code
of Ethics





We have adopted a code of ethics that
applies to all of our executive officers and senior financial officers
(including our chief executive officer, chief financial officer and any person
performing similar functions).  A copy of our code of ethics is
publicly available on our website at www.sportsnuts.com under the
caption "INVESTORS." If we make any substantive amendments to our code of ethics
or grant any waiver,  including any implicit waiver,  from a
provision of the code to our
chief  executive  officer,  chief  financial  officer,  chief
accounting officer or controller,  we will disclose the nature of such
amendment or waiver in a report on Form 8-K.





Section 16(a) Beneficial Ownership
Reporting Compliance





We are
required to identify each person who was an officer, director or beneficial
owner of more than 10% of our registered equity securities during our most
recent fiscal year and who failed to file on a timely basis reports required by
Section 16(a) of the Securities Exchange Act of 1934.





For the 2006 fiscal year we are unaware
of any officer, director or beneficial owner of more that 10% of our registered
equity securities who failed to file reports on a timely basis in accordance
with Section 16(a) of the Securities Exchange Act of 1934.





34


ITEM
10:  EXECUTIVE COMPENSATION.





The following table sets forth certain
information regarding the annual and long-term compensation for services
rendered in all capacities during the fiscal year ended December 31, 2006, 2005,
and 2004 of those persons who were the Company’s Chief Executive Officer and
other executive officers of the Company.





Summary
Compensation Table





Annual
      Compensation
            
            Long-Term
              CompensationName
      and
              Principal
              Position
            Year
            Salary
            Bonus
            Securities
              Underlying
              Options
            All
      Other
              CompensationKennethDenos
              CEO
            2006(1)
              2005(2)
              2004(3)
            $100,000
              $100,000
              $100,000
            $0
              $0
              $0
            $0
              $0
              $0
            $0
              $0
              $0





(1)
Represents $100,000 in earned but unpaid salary during 2006.


(2)
Represents $100,000 in earned but unpaid salary during 2005.


(3)
Represents $100,000 in earned but unpaid salary during 2004.








Aggregated
Option Exercises in Last Fiscal Year and Year End Option Values





Number
      of
              Unexercised
      Options at December 31, 2006
            Value
      of Unexercised
              In-the-Money
      Options
              at
      December 31, 2006(1)Name
            Shares
              Acquired
              On
      Exercise
            Value
              Realized
            Exercisable/
              Unexercisable
            Exercisable/
              UnexercisableKenneth
      Denos
            0
            0
            1,000,000/0
            0/0Kenneth
      Denos
            0
            0
            9,000,000/0
            0/0





(1)  Based
on the closing sales price of the Common Stock on the NASD Electronic Bulletin
Board on December 31, 2006 of $0.00287.











35




ITEM
11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT AND
RELATED STOCKHOLDER MATTERS.







(a)
Security Ownership of Certain Beneficial Owners and Management.





The following table sets forth certain
information regarding the beneficial ownership of the Company’s Common Stock
(par value $0.002 per share) as of March 1, 2007 by (i) each person (or group of
affiliated persons) who is known by the Company to beneficially own more than 5%
of the outstanding shares of the Company’s Common Stock, (ii) each person who
has served as a director or executive officer of the Company during the calendar
year 2006, and (iii) all persons who have served as a director or executive
officer of the Company during the calendar year 2006 as a group.  As
of such date, the Company had 121,321,086 shares of Common Stock
outstanding.  Unless indicated otherwise, the address for each
officer, director, and 5% shareholder is c/o the Company, 10757 South, River
Front Parkway, South Jordan, Utah 84095.





Common
      StockDirectors,
      Executive Officers,
              5%
      Stockholders
            Number
            Percent
      of  Class(1)Kenneth
      Denos(2)
            25,667,953
            19.12%Prestbury
      Investment Holdings Limited(3)
            25,000,000
            22.39%Nigel
      Wray(4)
            25,000,000
            22.39%Nicholas
      Leslau(5)
            25,000,000
            22.39%Gardner
      Management, Inc. Profit Sharing Plan and Trust(6)
            19,026,607
            16.07%Moore,
      Clayton & Co., Inc.(7)
            14,667,953
            11.71%Todd Shell(8)
            7,500,000
            6.72%All
      directors and officers as a group
              (1
      person)
            25,667,953
            19.12%





(1) For
each shareholder, the calculation of percentage of beneficial ownership is based
upon 121,321,086 shares of Common Stock outstanding as of March 1, 2006, and
shares of Common Stock subject to options, warrants and/or conversion rights
held by the shareholder that are currently exercisable or exercisable within 60
days, which are deemed to be outstanding and to be beneficially owned by the
shareholder holding such options, warrants, or conversion rights.  The
percentage ownership of any shareholder is determined by assuming that the
shareholder has exercised all options, warrants and conversion rights to obtain
additional securities and that no other shareholder has exercised such
rights.  Except as otherwise indicated below, the persons and entity
named in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, subject to
applicable community property laws.





(2) Chief
Executive Officer, Secretary, and Director of the Company.  Includes
2,000,000 shares of Common Stock held directly by Mr. Denos and 9,000,000 shares
of Common Stock issuable upon exercise of options held by Mr. Denos that are
currently exercisable or will become exercisable within 60
days.  Because Mr. Denos is a member of the Board of Directors of
Moore, Clayton & Co., Inc. (“MCC”), this number also includes 1,071,429
shares held directly by MCC, and certain promissory notes held by MCC that are
currently convertible into 13,596,524 shares of Common Stock.





(3)
Principal Shareholder of the Company.  Includes 25,000,000 shares held
directly by Prestbury Investment Holdings Limited (“PIHL”).


36





(4)
Prinicipal of PIHL and, together with Mr. Nicholas Leslau, the controlling
shareholders of PIHL.  Includes 25,000,000 shares of Common Stock held
directly by PIHL.





(5)
Principal of PIHL and, together with Mr. Nigel Wray, the controlling
shareholders of  PIHL.  Includes 25,000,000 shares of Common
Stock held directly by PIHL.





(6)
Principal Shareholder of the Company.  Includes 12,273,895 shares of
Common Stock held directly by Gardner Management, Inc. Profit Sharing Plan and
Trust and 6,752,712  shares of Common Stock issuable upon the exercise
of a Convertible Promissory Note held by the Trust.





(7)
Principal Shareholder of the Company.  Includes 1,071,429 shares held
directly by MCC and certain promissory notes held by MCC that
are  convertible into 13,596,524 shares of Common Stock.





(8)
Principal Shareholder of the Company.  Includes 5,000,000 shares of
Common Stock held directly by Mr. Shell and 2,500,000 shares of Common Stock
held by Kelli Shell, the wife of Mr. Shell.











(b)
Securities Authorized for Issuance Under Equity Compensation Plans.








Number
      of securities
              to
      be issued upon
              exercise
      of
              outstanding
      options,
              warrants
      and rights
            Weighted-average
              exercise
      price of
              outstanding
      options,
              warrants
      and rights
            Number
      of securities remaining
              available
      for future issuance
              under
      equity compensation
              plans
      (excluding securities
              reflected
      in column (a))(a)
            (b)
            (c)Equity
      compensation
              plans
      approved by
              security
      holders
            50,000,000
            $0.011
            19,400,000Equity
      compensation
              plans
      not approved by
              security
      holders
            0
            $0
            0Total
            50,000,000
            $0.011
            19,400,000











(c)
Possible Change of Control.





To reduce the Company’s debts, the
Company may attempt to convert certain of its liabilities into Common Stock
during 2007, depending upon the agreement of various creditors of the
Company.  These liabilities are the result of loans received by the
Company, accrued payroll expense for various employees of the Company, and
operating liabilities incurred but unpaid during the past five
years.  Although the Company will endeavor to obtain the highest
possible conversion price to such liabilities, the collective effect of
converting a substantial amount of this debt may result in a change of control
of the Company in favor of certain of the Company’s larger
creditors.





ITEM
12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





During 2000-2006 and up to the date of
this filing, Kenneth I. Denos, the Chief Executive Officer of the Company, made
various loans to the Company in his personal capacity and through a
professional


37


corporation
controlled by Mr. Denos.  These loans, aggregating $94,266, were made
for working capital purposes, are due upon demand, and bear interest at the rate
of ten percent (10%) per annum until repaid.





Since May 2000, Kenneth I. Denos, the
Company’s Chief Executive Officer, has not been paid a salary for his services,
although his salary payment obligation has been accrued on the books of the
Company.  As of December 31, 2006, such accrued payroll liability and
related expenses totaled $683,098.  Accordingly, the Company may seek
to convert some or all of Mr. Denos’ payroll liability into stock of the
Company, the result of which could be the issuance of a substantial number of
shares of Common Stock and substantial dilution to current
stockholders.





Commencing May 1, 2006, the Company
became a subtenant of Acadia Properties, Inc., an entity controlled by Kenneth
I. Denos, the Company’s Chief Executive Officer.  Acadia Properties
will charge the Company $500 per month for use of its facilities, telephones,
and limited use of office supplies.





ITEM
13:  EXHIBITS AND REPORTS ON FORM 8-K.





(a)
            Documents
      Filed as a Part of this Report





(1)
            Financial
      Statements





See
      “Item 7 - Financial Statements Required by Form
  10-KSB.”





(2)
            Financial
      Statement Schedules





The
following Financial Statement Schedules of the Company and its subsidiaries,
together with the report of Bouwhuis Morrill & Company, LLC, the Company’s
independent accountants, thereon are filed as part of this Report on Form 10-KSB
as listed below and should be read in conjunction with the consolidated
financial statements of the Company:





Report of Bouwhuis Morrill &
Company, LLC, Independent Accountants, on Financial Statement
Schedules.





(3)
            Exhibits





See
      “Index to Exhibits.”





(b)
            Reports
      on Form 8-K





No reports on Form 8-K were filed
during the quarter ended December 31, 2006.





38


ITEM
14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Fees Billed For Audit and Non-Audit
Services





The following table represents the
aggregate fees billed for professional audit services rendered to the Company by
Bouwhuis, Morrill & Company, LLC, our current independent auditor, (“BMC”)
for the audit of the Company’s annual financial statements for the years ended
December 31, 2006 and 2005, and all fees billed for other services rendered by
BMC during those periods.








Year Ended December
      31
            2006
            2005Audit
      Fees(1)
            $7,849
            $12,090Audit-Related
      Fees(2)
            0
            0Tax
      Fees(3)
            0
            0All
      Other Fees(4)
            ______0______
            _______2,365_______Total
      Accounting Fees and Services
            $7,849
            $14,455





(1)
Audit Fees. These are fees for professional services for the audit of the
Company’s annual financial statements, and for the review of the financial
statements included in the Company’s filings on Form 10-QSB, and for services
that are normally provided in connection with statutory and regulatory filings
or engagements. The amounts shown for BMC in 2005 relate to (i) the audit
of the Company’s annual financial statements for the fiscal year ended December
31, 2004, and (ii) the review of the financial statements included in the
Company’s filings on Form 10-QSB for the first, second and third quarters of
2005. The amounts shown for BMC in 2006 relate to (i) the audit of the
Company’s annual financial statements for the fiscal year ended December 31,
2005, and (ii) the review of the financial statements included in the Company’s
filings on Form 10-QSB for the first, second and third quarters of
2006.





(2)  Audit-Related
Fees. These are fees for the assurance and related services reasonably related
to the performance of the audit or the review of the Company’s financial
statements.





(3)
Tax Fees. These are fees for professional services with respect to tax
compliance, tax advice, and tax planning.





(4)
All Other Fees. These are fees for permissible work that does not fall within
any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
Fees.











39


INDEX
TO EXHIBITS








Exhibit
              Number
            Title of
      Document3.1
            Certificate of Incorporation of
      SportsNuts, Inc., a Delaware corporation. (1)3.2
            Bylaws
      of SportsNuts, Inc., a Delaware corporation. (1)10.1
            Convertible
      Promissory Note and Security Agreement among Gardner Management, Inc.
      Profit Sharing Plan and Trust, SportsNuts.com, Inc., Sportzz.com, Inc.,
      and the Company, including amendments, dated February 1,
      2000.(3)10.2
            SportsNuts,
      Inc. 2000 Stock Option Plan.(4)21.1
            Subsidiaries
      of the Registrant (5)31
            Certification
      by Chief Executive Officer and Chief Financial Officer, John D. Thomas,
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
            Certification
      by Chief Executive Officer and Chief Financial Officer, John D. Thomas,
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.








(1) Filed
as an Exhibit to the Company’s quarterly report on Form 10-QSB, filed with the
Commission on August 14, 2001.





(2) Filed
as an Exhibit to the Company’s quarterly report on Form 10-QSB, filed with the
Commission on August 14, 2001.





(3) Filed
as an Exhibit to the Company’s annual report on Form 10-KSB, filed with the
Commission on March 30, 2000.





(4) Filed
as an Exhibit to the Company’s Quarterly Report on Form 10-QSB, filed with the
Commission on May 11, 2001.





(5) Filed
as an Exhibit to the Company’s quarterly report on Form 10-QSB, filed with the
Commission on March 17, 2004.

















40


SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the Company caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





SPORTSNUTS,
INC.








Dated:
February 28,
2008                                                                                         By:/s/ John D.
Thomas


































41