SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   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, 2000
                                -----------------

                                       OR

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

             For the transition period from ________ to ___________

                        Commission file number: 333-14477
                                    ---------


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                       ----------------------------------
        (Exact name of small business issuer as specified in its charter)

        Delaware                                    87-0561426
        --------                                    ----------
        (State or other jurisdiction of            (IRS Employer
        incorporation or organization)             Identification No.)

        The Towers at South Towne II
        10421 South 400 West, Suite 550,
        Salt Lake City, Utah                           84095
        --------------------                           -----
    (Address of principal executive offices)        (Zip Code)

                                 (801) 816-2500
                            -------------------------
                            Issuer's telephone number

------------------------------------------------------------------------------
        (Former name or former address and former fiscal year, if changed
                              since last report.)

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

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



<PAGE>



    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. [ X ]

    The Company's revenues for the fiscal year ending December 31, 2000 were $0.

    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 February 1, 2001 was approximately  $547,724.  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 February 1, 2001, the
Company had outstanding  3,889,301  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










<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                          <C>
Part I
      Item 1 - DESCRIPTION OF BUSINESS........................................1
               CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS..............1
      Item 2 - DESCRIPTION OF PROPERTY.......................................13
      Item 3 - LEGAL PROCEEDINGS.............................................14
      Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........14

Part II
      Item 5 - MARKET FOR COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS..........................................14
      Item 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS...........................18
      Item 7 - FINANCIAL STATEMENTS..........................................22
      Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE......................................44

Part III
      Item 9 - DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
               WITH SECTION 16(a) OF THE EXCHANGE ACT........................44
      Item 10 - EXECUTIVE COMPENSATION.......................................44
      Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT...................................................46
      Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............48
      Item 13 - EXHIBITS AND REPORTS ON FORM 8-K.............................50

SIGNATURES...................................................................53
</TABLE>







<PAGE>



                           FORWARD LOOKING STATEMENTS

      THIS ANNUAL  REPORT ON FORM 10-KSB,  IN PARTICULAR  "ITEM 7.  MANAGEMENT'S
DISCUSSION 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.com International, 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

<PAGE>



RISK FACTORS

      Operating Risks

      Defaults in Senior  Securities.  Effective  February 1, 2000,  the Company
sold and issued a  promissory  note secured by certain  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.  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.  To the extent
that any of its key personnel are unable or refuse to continue their association
with the Company, a suitable replacement would have to be found. The competition
for  qualified  personnel  in the  computer  software  and  Internet  markets is
intense,  and there are  limited  numbers  of such  qualified  personnel  in the
metropolitan  Salt Lake City area.  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.

      Dependence  on  Market  Awareness  of  Brand.  If  the  Company  fails  to
successfully  promote the  "SportsNuts.com"  brand name or if the Company incurs
significant expenses promoting and maintaining this brand name, there could be a
material adverse effect on the Company's  business,  results of operations,  and
financial  condition.  Due in part to the  emerging  nature  of the  market  for
Internet management solutions and the substantial resources available to many of
the Company's  competitors,  there may be a time-limited  opportunity to achieve
and maintain a significant market share. Developing and maintaining awareness of
the Company's brand name is critical to achieving  widespread  acceptance of the
Company's management and reporting systems. Furthermore, the importance of brand
recognition  will  increase  as  competition  in the  market  for the  Company's
products and services  increases.  Successfully  promoting and  positioning  the
Company's  brand will  depend  largely  on the  effectiveness  of the  Company's
marketing  efforts  and  ability  to attract a large  number of  amateur  sports
enthusiasts to its Web site on a consistent basis. Consequently, the Company may
need to increase its  financial  commitment  to creating and  maintaining  brand
awareness among consumers.

      Additional  Financing  Requirements.   The  Company  will  likely  require
substantial   additional   capital  in  the  future  for   expansion,   business
development, marketing, computer software and systems, overhead, administrative,
and other expenses. There is no assurance that the Company will be able to raise
additional funds or that financing will be available on acceptable  terms.  Lack
of  additional  funds could  significantly  affect the Company and its business.
Further,  funds raised through future equity  financing  could be  substantially
dilutive to existing shareholders.

      Development  Stage  Company.  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.  To  achieve  any  significant  measure  of
profitability, the Company must create substantial activity through its Web Site
to generate  revenues,  and there is no assurance that the Company will do so in
the future or that such revenue  generation  will ultimately lead to the Company
becoming profitable.

      Seasonality.   While  neither   seasonal  nor  cyclical   variations  have
materially  affected  the  Company's  results  of  operations  in the past,  the
Company's  short  operating  history  may have  suppressed  these  factors.  For
example, increases in site traffic will likely correspond with the three primary
sports seasons (football,  basketball,  and baseball) and therefore revenues can
fluctuate greatly depending upon the time

                                      2

<PAGE>



of year. There can be no assurance that seasonal or cyclical variations will not
materially adversely affect the Company's results of operations in the future.

      Growth Management.  The Company  anticipates that it will experience rapid
growth in the next few years of operations. The management challenges imposed by
this  growth  include  entry into new  markets,  growth in the number of persons
accessing the Web Site, management of affiliated sports organizations, employees
and  customers,  expansion  of  facilities  and  computer  systems  necessary to
accommodate  such growth,  and additions and  modifications  to the products and
services  offered  through  the  Company's  Web Site.  To manage  these  changes
effectively,  the  Company may be required  to hire  additional  management  and
operations personnel and to improve its operational,  financial,  computer,  and
management  systems.  If the Company is unable to manage growth  effectively  or
hire or retain  qualified  personnel,  the  Company's  business  and  results of
operations could be materially adversely affected.

      Regulation of Fundraising  Activities.  Most states  regulate  fundraising
activities through "Charitable  Solicitation"  statutes.  To the extent that the
Company is subject to such  statutes,  the  Company may be required to file as a
paid solicitor or professional  fundraiser and pay a filing fee in each state in
which it  attempts  to engage  amateur  sports  teams and  participants  to sell
Internet advertising to local merchants and organizations. Moreover, inasmuch as
such statutes apply to any person engaged in such  activities,  every person who
engages  in  fundraising  activities  may  be  required  to  register  as a paid
solicitor or professional fundraiser and pay a registration fee in each state in
which they  attempt to sell banner  advertising  on behalf of the  Company.  Any
determination  that would require state registration for amateur sports teams or
participants  may have a  material  adverse  effect on the  Company's  business,
financial condition, and results of operations.

      Government  Regulation  of the  Internet.  There are currently few laws or
regulations  directly applicable to 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 Web Site 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,   the  Company's
Affiliates,  or customers  purchasing products or services through the Web Site.
Any such  regulations  or  assessments  could  adversely  affect  the  Company's
business, operating results, and financial condition.

      Dependence  on  Continued  Growth in Use of the  Internet.  The  Company's
future success is  substantially  dependent upon continued  growth in the use of
the  Internet in order to support the volume of activity  necessary  to generate
advertising  revenue and the sale of its products and services.  Rapid growth in
the use of the  Internet  is a  relatively  recent  phenomenon,  and the Company
relies on consumers who have  historically  used traditional  means of media and
commerce  for  entertainment  and the  purchase of goods and  services.  For the
Company to be successful,  these consumers must accept and utilize novel ways of
conducting business and exchanging  information.  There can be no assurance that
communication  or commerce over the Internet will become more widespread or that
the Internet will otherwise become a viable commercial marketplace. Moreover, to
the extent that the Internet  continues to experience  significant growth in the
number  of users  and  frequency  of use,  there  can be no  assurance  that the
Internet  infrastructure  will continue to be able to support the demands placed
upon it by such growth,  or that the  performance or reliability of the Internet
will not be adversely  affected  thereby.  In addition,  certain factors such as
Internet  commerce  security and the speed of Internet  transmissions  may deter
existing as well as potential  customers  from engaging in  transactions  on the
Internet.  The  occurrence  of any of these  risks  could  adversely  affect the
Company's business, operating results, and financial condition.


                                      3

<PAGE>



      Risk  of  Computer  System   Failure.   The  success  of  the  Company  is
substantially dependent upon its ability to deliver high quality,  uninterrupted
access to its Web Site,  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,  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.   Although  the  Company  carries  general
commercial  insurance coverage,  such coverage may not be adequate to compensate
for the  losses  that may occur.  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 Web Site.  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 Web Site,  and therefore
lead to the  misappropriation  of 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.

      Rapid  Technological  Change.  The  Internet  and on-line  industries  are
characterized  by rapid  technological  change,  changing market  conditions and
customer demands, and the emergence of new industry standards and practices that
could render the Company's  existing Web Site and the services provided pursuant
thereto obsolete.  The Company's future success will substantially depend on its
ability to enhance its existing  services,  develop new services,  and otherwise
respond to technological  advances in a timely and cost-effective manner. If the
Company is unable, for technical,  legal,  financial, or other reasons, to adapt
in a timely  manner in  response  to  changing  market  conditions  or  customer
requirements,  or if the Company's Web Site does not achieve market  acceptance,
the Company's  business,  operating  results,  and financial  condition would be
adversely affected.

      No  Proprietary  Protection  for  Technology.  The  Company's  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 submitted applications to the USPTO for trademark protection for the
name "SportsNuts.com" with respect to the following classes of products and ser-
vices: (i) vitamins, minerals, and herbal supplements;(ii) sporting goods and
apparel; (iii) Internet communication, education, and entertainment; (iv)misc-
ellaneous goods and services.  Currently the mark "E-Sports Mall" is pending
registration.  The

                                    4
<PAGE>



Company has also registered the Internet domain names, "www.sportsnuts.com," and
"www.sportsnuts.net."  Given  the lack of  resources  available  to the  Company
during  2000,  the  Company  has  not  vigorously  pursued  finalization  of its
trademark  applications  and the status of such  applications  is  presently  in
doubt.  If the Company is  unsuccessful  in obtaining the right of full usage of
its name from the USPTO,  other companies with names,  marks, or slogans similar
to  SportsNuts.com  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.com"  mark. In
addition,  future  products and  services  offered by the Company may need to be
marketed under different  names if the mark  "SportsNuts.com"  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.

      Competition and Technological  Change.  The market for Internet  products,
services,  and  advertising  within the amateur  sports  market is new,  rapidly
evolving,   and  intensely  competitive  and  will  continue  to  undergo  rapid
technological  change.  The  Company  must  continue  to enhance and improve the
functionality  and  features  of its  online  services  and  sports  information
management software. If new industry needs,  standards, or practices emerge, the
Company's  existing  services,  technology,  and  systems  may become  obsolete.
Developing   and  enhancing  the  Company's   proprietary   technology   entails
significant  technical and business risks, in addition to substantial  costs. If
the Company faces delays in introducing new services, products and enhancements,
its users may  forego  the use of the  Company's  services  and use those of its
competitors.  The Company  currently  competes  with many other  amateur  sports
information  and product web sites and the Company  anticipates  competition  to
intensify in the future.  Barriers to entry may not be significant,  and current
and new  competitors may be able to launch new web sites quickly at a relatively
low cost. Accordingly, the Company believes that its success will depend heavily
upon  achieving   significant  market  acceptance  before  its  competitors  and
potential  competitors  introduce  competing  services.  Many  of the  Company's
competitors,  as well as potential  entrants  into the Internet  amateur  sports
market, have longer operating histories,  larger customer or user bases, greater
brand  recognition and significantly  greater  financial,  marketing,  and other
resources than the Company.  Furthermore,  several of the Company's  competitors
have acquired certain key sponsorships and  relationships  with a few well-known
amateur sports  organizations  which may impede the Company's growth and thereby
have  a  material  adverse  effect  upon  the  Company's  business,  results  of
operations, and financial condition.

      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.

      Securities Class Action Claims Based Upon Price Fluctuation.  Securities
class action claims

                                      5

<PAGE>



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  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
no active  public  market for the 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.

      Concentration  of  Voting  Power.  According  to the  terms  of a  certain
convertible promissory note sold and issued by the Company to Gardner Management
Profit Sharing Plan and Trust ("Trust"),  the Trust possesses voting rights with
respect  to a  substantial  majority  of  the  voting  shares  of  the  Company.
Consequently,  the trustee of the Trust  possesses  the ability to  unilaterally
control the election of the Company's Board of Directors. In addition,  pursuant
to the Company's  Certificate of Incorporation,  the Board of Directors has been
divided into three classes, with only one class subject to reelection in a given
year. The Certificate of Incorporation  requires a vote of 66 2/3% of the shares
of the Company to amend the  provision  governing  the  election  of  directors.
Consequently,  even if a shareholder or group of shareholders  were to acquire a
majority of the outstanding  shares of the Company,  such acquisition  would not
necessarily  lead to a change in control of the  Company.  However,  the Company
cannot guarantee that certain persons, either collectively or individually, will
not be able to control the election of the Board of Directors  and that minority
shareholders will not be adversely affected as a result.

      Anti-Takeover Provisions. The Restated Certificate of Incorporation of the
Company  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.  Of the 3,889,301  shares of the
Company's Common Stock outstanding at February 1, 2001,  approximately 2,700,000
are  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 1999 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

                                      6

<PAGE>



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.

      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.

BUSINESS OVERVIEW

      The Company was originally incorporated under the name of Durwood, Inc. on
July 12,  1996 under the laws of the State of  Delaware.  On April 6, 1999,  the
Company  acquired (the  "Reorganization")  approximately  81% of the outstanding
shares of SportsNuts.com, Inc.("SNC"), a privately held Delaware corporation. In
connection   with  the   Reorganization,   the  Company   changed  its  name  to
SportsNuts.com  International,  Inc. Prior to the  Reorganization  with SNC, the
Company had not  commenced  active  business  operations  and was  considered  a
development stage company. The financial  information presented in this document
for the  periods  prior to the  Reorganization  have  been  presented  as if the
entities had been combined on a consolidated  basis. In the future,  the Company
may issue up to an  additional  90,410  shares of Common  Stock to  acquire  the
remaining  2,761,000  shares  of  Common  Stock  of SNC  that  were  held by the
remaining  shareholders  (other than the  Company) as of the closing date of the
Reorganization.

                                      7

<PAGE>




      SNC was  incorporated  in the state of Utah on November 13, 1996 and began
operations on January 1, 1997. Its primary business  involved the creation of an
Internet-based  sports  club,  using  direct  sales  to  market  and  sell  club
memberships and distribute sporting goods and  health/nutritional  products. The
club memberships entitled the holders to discounts and other benefits related to
SNC's Internet retail affiliates and other partners.  This business strategy had
continued since its inception and subsequent to the  Reorganization  until March
1,  2000,  when  the  Company  determined  to  discontinue  SNC's  direct  sales
operations.


DESCRIPTION OF BUSINESS

         SportsNuts.com  International,  Inc. is a  Web-centric  company  with a
mission to build an Internet  portal to the world of grass roots amateur sports.
The  Company  intends  to  achieve  this  result  by  marketing  a set of unique
web-based  solutions  that  leverage  the  Company's  own  comprehensive  sports
information  management  system,  and  address  the needs of  various  audiences
(athletes,   parents,  fans,  coaches,   officials,   athletic  directors,   and
administrators) in this large and emotionally connected community. In short, the
Company  intends  to bring  together  the  efficiency  of the  Internet  and the
stickiness of sports  information  with the purchasing  power and involvement of
amateur sports  participants  and supporters in an attempt to create the largest
commercially viable,  interactive community of amateur sports enthusiasts on the
Internet.

         To build the ultimate portal for amateur sports, the Company intends to
offer schools,  cities,  leagues,  organizations and sports teams of every kind,
online  administrative  efficiencies and free access to the Company's  web-based
sports information  management system. This system is supported by software that
seeks to streamline and integrate the  cumbersome and costly team  registration,
scheduling,  and  rostering  process.  The  system  also has the  capability  to
display,  profile, query, archive, and maintain schedules,  scores,  highlights,
summaries, statistics, pictures, video, maps, articles, interviews and standings
relating to local,  grass roots amateur  sporting  events.  The  scalability and
dynamic nature of the  underlying  databases in which the software was developed
allow for individual athletes, teams, schools, or regions to be compared against
any other like group in the system. The interactivity of the system is ideal for
amateur sports  enthusiasts  who want to track  individual  athletes,  teams, or
leagues over time or against other similar groups,  consequently  increasing the
duration of time (commonly termed  "stickiness") spent on the Company's site and
providing revenue opportunities within the site.

         To complement its  interactive  amateur sports  information  management
system and to increase sticky time for site users,  the Company intends to offer
a wide range of  sports-related  products and services  through an online sports
mall. The Company  intends to also provide  up-to-date,  quality sports- related
content and other online  services  targeted at consumers in the amateur  sports
market.

PRODUCT SUMMARY

         Core Technology Development

         The  Company's  ability  to create a robust  and  sustainable  Internet
portal to the amateur sports market is linked to its ability to develop a unique
set of web-based  solutions that solve current  problems  endemic to the amateur
sports  market  and/or  increase  consumer  satisfaction  as it relates to their
involvement in grass roots amateur sports.  In keeping with this principle,  the
Company has invested substantial  resources to support the rapid and substantial
development of its two core technologies that

                                       8

<PAGE>


form the sports information management system and are the backbone of its busi-
ness strategy: (i) the league management system, and (ii) the statistical infor-
mation system.

         League  Management  System.  The team and league  management  system is
intended to streamline  the league  administration  process by removing the most
significant  barriers to efficient league management,  namely event coordination
and  lack  of  standardization.   Athletes,   coaches,   and  administrators  of
participating  organizations can register online at their convenience  providing
critical  standardized  demographic  information upon  registration  that can be
profiled  throughout the system.  The Company intends to enhance this process by
allowing coaches and  administrators  to easily create and update player rosters
and  schedules and then  distribute  them  electronically  to  participants  who
possess Internet access.

         Statistical Information System. The Company enhances the amateur sports
experience  by  providing  a variety  of  individual  and team  information  and
statistics  to Internet  users.  The  information  is  compiled in a  relational
database  that,  when  profiled  over time or against  comparable  statistics of
another  player,  team, or league,  produces  tangible  measurements on multiple
levels that are  difficult  to  generate  through  any other  medium.  Other key
material,  including game/contest summaries,  commentary,  photographs and video
highlights, in conjunction with such statistical data, enrich amateur sports for
athletes, recruiters,  coaches, parents, and others who faithfully follow a team
or individual sports participant.


PRODUCT DEVELOPMENT

         Technology

         Databases.  The heart of the Company's  operations  and services is the
sports  information  management  system user base.  A database  contains all the
detailed  information  that  the  Company  gathers  on every  single  registered
Internet user on its site. The database  software holds and manipulates all such
information.  This database is built with Oracle  software,  the most robust and
reliable  Internet  solution  available.  The  Company  has  invested  in Oracle
software in order to insure reliability as well as scalability. Oracle 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.  When the  processing
demand of the database servers is being taxed to the pre-determined  limits, the
Company  intends to move the database to more  powerful,  alpha  processor-based
computer  systems in order to  maintain  the  efficiency,  speed and  quality of
service.

         Software Applications. A custom designed program comprises the backbone
of the Company's sports  information  management  system.  This program collects
information about athletes,  teams and leagues,  individual athlete  statistics,
team  statistics,  and  schedules.  The program  stores this  information in the
database and posts it on the Company's Web site. An  administrative  part of the
program  allows certain  pre-established  users to access the user interface and
upload  the most up to date  information  to the  Company's  database  and site.
Coaches and other  administrators can upload biographical  information,  photos,
articles,  announcements  and other  information  about athletes,  game results,
teams, schools, etc. so that it can be viewed on the Web.

         Licenses.  The company has licensed Oracle Database Software to store
and manipulate all the information on the user/participant base as previously
described. The Oracle license is for the database

                                       9

<PAGE>



servers as well as the Internet interface. The Company has licensed SQLWorks(TM)
from ObjectSelect to provide web applications high volume, intelligent access to
Oracle databases. SQLWorks is highly optimized to avoid database bottlenecks and
reduce database I/O requirements.

         Hardware.  The  Company's  main database  servers are Compaq  computers
running the Windows NT operating  system on the most powerful  Intel  processors
available.  Each  server can have up to four  simultaneous  processors.  At this
time,  each  server is  configured  with a single  processor.  As server  demand
increases,  more  processors  will be  added to each  server.  Once the Web site
outgrows the capacity of these  servers  (estimated to be about  1,500,000  page
views each day), the Intel based  database  computers will be replaced with more
powerful and scalable systems.  The Intel processor based computers will then be
used to run applications only.

         The  internal,  private  network  for the Company is served by a Compaq
computer  running a Novell  Netware  network.  This machine also runs the TCP/IP
network  protocol,  and  therefore  also  serves as a link to the  Internet  for
employee access and Email.


MARKET ANALYSIS/OPPORTUNITIES

         The market for Internet  information  resources 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  Internet-based   amateur  sports   organizations  that  profile
statistics for certain types of amateur  sports teams and leagues.  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  at  135  million  fans,   76  million   active
participants,  4 million organized teams, and over $30 billion spent annually on
products and services. A recent Sporting Goods Manufacturing  Association survey
notes that 53% of amateur sports participants have an annual household income in
excess of $50,000, which is 8% higher than the national average.

         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.  Some of the most popular sports sites
generate  in excess of one million  page views per day.  The  administration  of
amateur sports and the information management of amateur sports data lend itself
to web-based  solutions,  but are  currently not  addressed  efficiently  by any
online organization.


                                    10

<PAGE>



         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  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

                                       11

<PAGE>



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 submitted applications to the U.S. Patent and Trademark
Office  ("USPTO") for trademark  protection for the name  "SportsNuts.com"  with
respect to the following classes of services: (i) vitamins, minerals, and herbal
supplements;  (ii) sporting  goods and apparel;  (iii)  Internet  communication,
education,  and entertainment;  (iv) miscellaneous goods and services.  The mark
"E-Sports  Mall" is pending  registration.  The Company has also  registered the
Internet domain names, "www.sportsnuts.com," and "www.sportsnuts.net." Given the
lack of  resources  available to the Company  during  2000,  the Company has not
vigorously pursued finalization of its trademark  applications and the status of
such applications is presently in doubt.

         The Company's 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 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.

         If the Company is  unsuccessful in obtaining the right of full usage of
its name from the USPTO,  other companies with names,  marks, or slogans similar
to  SportsNuts.com  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.com"  mark. In
addition,  future  products and  services  offered by the Company may need to be
marketed under different  names if the mark  "SportsNuts.com"  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.



                                       12

<PAGE>



GOVERNMENT REGULATION

         There are  currently  few laws or  regulations  directly  applicable to
Internet  information 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  Web Site  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 Web Site. Any such  regulations or assessments
could adversely affect the Company's business,  financial condition, and results
of operations.

         Most  states  regulate   fundraising   activities   through   so-called
"Charitable Solicitation" statutes. To the extent that the Company is subject to
such  statutes,  the  Company may be  required  to file as a paid  solicitor  or
professional  fundraiser and pay a filing fee in each state in which it attempts
to engage  amateur  sports  teams  and  participants  to sell  Company-sponsored
products and services in their communities.  Moreover, inasmuch as such statutes
apply to any person  engaged in such  activities,  every  person who  engages in
fundraising  activities  may be  required to  register  as a paid  solicitor  or
professional  fundraiser and pay a registration  fee in each state in which they
attempt to sell banner  advertising on behalf of the Company.  Any determination
that would require state  registration  for amateur sports teams or participants
may  have a  material  adverse  effect  on  the  Company's  business,  financial
condition, and results of operations.

EMPLOYEES

         As of February 1, 2001, the Company  employed nine persons on a full or
part-time basis. In order to execute the Company's business  strategy,  however,
the Company will likely require a significant increase in employees and contract
personnel.  Competition  for  qualified  personnel in the  Internet  industry is
intense,   particularly  among  technical   personnel  in  the  Salt  Lake  City
metropolitan  area. 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.


 ITEM 2: DESCRIPTION OF PROPERTY

         The  Company's  executive  offices are  located in a 3,500  square foot
facility in south Salt Lake  County,  Utah,  fifteen  minutes from the Salt Lake
City  International  Airport and  adjacent to  Interstate  15. This  facility is
currently  being leased for $5,742.17 per month on a five-year  lease  beginning
April 15,  1999.  The  Company's  controlled  subsidiary,  SportsNuts.com,  Inc.
("SNC") is obligated on a lease of unoccupied  office space in Phoenix,  Arizona
for $5,150.42 per month for a period of five years beginning July 1, 1999.

         The  Company  believes  that  the  size of its  executive  offices  are
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.   Management  believes  that  the  Company  should  not  experience  any
significant difficulty in procuring additional office space as needed.



                                       13

<PAGE>



ITEM 3: LEGAL PROCEEDINGS

         On   August   18,   2000,   Mediaworks,   Inc.,   a  Utah   corporation
("Mediaworks"),  filed a complaint  against  the Company in the Fourth  Judicial
District Court of Utah County, State of Utah, regarding the collection of monies
allegedly  owed to  Mediaworks  by the  Company  for media  production  services
rendered.  The Mediaworks  complaint seeks to recover $8,409.77,  including pre-
and  post-judgment  interest,  costs, and attorneys fees. On September 19, 2001,
the  Company  filed an  answer  and  counterclaim  to the  Mediaworks  complaint
alleging breach of contract for media production services that were paid for but
not  performed  by  Mediaworks.  The  Company's  counterclaim  seeks to  recover
$9,409.78,  including costs and attorneys  fees. On October 5, 2000,  Mediaworks
filed a reply to the Company's counterclaim.

         On December 15, 2000, North Star Printing,  a Utah sole  proprietorship
("NSP"),  filed a complaint  against the Company in the Fourth Judicial District
Court  of Utah  County,  State of  Utah,  regarding  the  collection  of  monies
allegedly  owed to NSP by the Company for printing  services  rendered.  The NSP
complaint seeks to recover  $7,271.49,  including costs and interest at the rate
of 18% per annum on invoices more than 30 days past due. On January 5, 2001, the
Company filed an answer to the NSP complaint.

         On December 22, 2000, CMD Realty  Investment Fund IV, L.P., an Illinois
limited   partnership   ("CMD"),   filed  a  forcible  detainer  action  against
SportsNuts.com,  Inc., a controlled  subsidiary of the Company  ("SNC"),  in the
Maricopa County Superior Court,  State of Arizona,  regarding a lease of certain
office  space in Phoenix,  Arizona.  On January 23, 2001,  the court  rendered a
final  judgment  against SNC,  finding it guilty of forcible  entry and detainer
under  Arizona law. The judgment  awarded CMD right to  possession of the leased
premises  and  granted  judgment  in favor of CMD in the sum of  $19,356.89  for
unpaid rent and other charges, costs, and expenses. CMD subsequently drew upon a
letter of credit posted by SNC for the leased premises to pay the judgment.  CMD
also  retained  its right  against  SNC to recover  rent and other costs for the
remainder  of the  lease,  which  continues  until  June  30,  2004 at a rate of
$5,150.42 per month.  The judgment also required CMD to mitigate its damages and
attempt to re-lease the property. SNC vacated the leased premises on January 25,
2001.


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

         None.


                                 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 February 1, 2001,
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

                                   14

<PAGE>



closing  sales  prices,  as to Bulletin  Board prices of shares of the Company's
Common Stock and adjusted for a 1 for 20 reverse stock split  effective June 20,
2000:

<TABLE>
<CAPTION>
                                High                                     Low
                                ----                                     ---
<S>                            <C>                                     <C>
Fourth Quarter 2001             $ 2.50                                  $ 0.156
Third Quarter 2001              $ 1.25                                  $ 0.41
Second Quarter 2001             $ 8.125                                 $ 0.844
First Quarter 2001              $25.00                                  $ 4.375
</TABLE>

          (2)  Holders.

      As of February 1, 2001, the Company had  approximately 364 shareholders of
record.

          (3)  Dividends.

      Because the Company is in its early growth stage, it 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.

      (b) Recent Sales of Unregistered Securities.

      Effective  April 6, 1999,  the Company  sold and issued  50,000  shares of
restricted  Common  Stock  solely to  accredited  investors  in exchange  for $1
million in cash proceeds. No underwriting discounts or commissions were given or
paid  in  connection  with  the  transaction.  The  Company  believes  that  the
transaction was exempt from the registration provisions of the Securities Act of
1933 pursuant to Section 3(b) of such Act and Rule 504 promulgated thereunder.

      Effective  April 6, 1999,  the Company issued 382,563 shares of restricted
Common Stock solely to various  accredited  investors in exchange for 11,683,000
shares  of Common  Stock of  SportsNuts.com,  Inc.,  a  privately-held  Delaware
corporation ("SNC'). In addition, the Company issued warrants to acquire 167,606
shares of the Company's common stock at an exercise price of $15.20 per share to
fifteen  accredited  investors in exchange for  5,120,000  warrants held by such
investors to acquire shares of SNC common stock.  No  underwriting  discounts or
commissions  were  given or paid in  connection  with  these  transactions.  The
Company  believes  that these  transactions  were exempt  from the  registration
provisions of the Securities Act of 1933 pursuant Section 4(2) of such Act.

      Effective  April 8, 1999,  the Company  issued 67,563 shares of restricted
Common Stock solely to accredited  investors in connection  with the exercise of
warrants to purchase  shares of Common  Stock of the  Company.  No  underwriting
discounts  or  commissions   were  given  or  paid  in  connection   with  these
transactions.  The Company  believes  that the  transaction  was exempt from the
registration  provisions of the  Securities Act of 1933 pursuant to Section 4(2)
of such Act.

      Effective  May 8,  1999 the  Company  sold and  issued  140,350  shares of
restricted  Common  Stock solely to sixty  accredited  investors in exchange for
$2,807,000  in cash  proceeds.  The Company paid cash  commissions  of $269,100,
together with  warrants to acquire  11,858 shares of Common Stock at an exercise
price of $20.00 per share,  and 22,013  shares of restricted  Common Stock.  The
Company

                                        15

<PAGE>



believes that the transaction was exempt from the registration provisions of the
Securities  Act of 1933  pursuant  to  Section  4(2) of such  Act and  Rule  506
promulgated thereunder.

      Effective  June 15,  1999,  the Company sold and issued  37,500  shares of
restricted  Common Stock solely to an  accredited  investor,  domiciled in and a
citizen of the Kingdom of Saudi  Arabia,  in  exchange  for  $1,462,500  in cash
proceeds.  The Company paid cash  commissions of $43,875 and is obligated to pay
additional cash commissions of $87,750,  together with warrants to acquire 3,375
shares of Common  Stock at an  exercise  price of $39.00 per share.  The Company
believes that the transaction was exempt from the registration provisions of the
Securities Act of 1933 pursuant to (i) Rule 903 promulgated pursuant to such Act
and (ii) Section 4(2) of such Act and Rule 506 promulgated thereunder.

      Effective  July 1,  1999 the  Company  sold and  issued  21,062  shares of
restricted  Common  Stock  solely to 28  accredited  investors  in exchange  for
$842,489  in cash  proceeds.  The  Company  paid cash  commissions  of  $50,549,
together with warrants to acquire 1,203 shares of Common Stock, and 4,538 shares
of restricted Common Stock. The Company believes that the transaction was exempt
from the  registration  provisions  of the  Securities  Act of 1933  pursuant to
Section 4(2) of such Act and Rule 506 promulgated thereunder.

      Effective  July 28, 1999,  the Company  issued 47,244 shares of restricted
Common  Stock  solely  to an  accredited  investor  in  exchange  for all of the
outstanding capital stock of Sportzz.com,  Inc., a Utah corporation  ("Sportzz")
in a reverse triangular merger of Sportzz into a wholly-owned  subsidiary of the
Company.  No  underwriting  discounts  or  commissions  were  given  or  paid in
connection with the  transaction.  The Company believes that the transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act.

      Effective December 16, 1999, the Company granted an option to a consultant
of the Company to purchase  45,000  shares of the  Company's  Common Stock at an
exercise price of $20.00 per share.  The Company  believes that the  transaction
was  exempt  from the  registration  provisions  of the  Securities  Act of 1933
pursuant to Section 4(2) of such Act.

      Effective  January 1, 2000 the Company  sold and issued  25,000  shares of
restricted  Common  Stock  solely to one  accredited  investor in  exchange  for
$250,000 in cash  proceeds.  The  Company  paid cash  commissions  of $15,000 in
connection with the  transaction.  The Company believes that the transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act and Rule 506 promulgated thereunder.

          Effective  February 1, 2000,  the Company sold and issued a promissory
note secured by certain  tangible and intangible  assets of the Company ("Note")
in  exchange  for  $450,000  in cash  proceeds.  As of December  31,  2000,  the
principal amount of the Note,  together with interest as accrued, is convertible
into approximately  5,158,849 shares of common stock. No underwriting  discounts
or cash commissions  were given or paid in connection with the transaction.  The
Company   believes  that  the  transaction  was  exempt  from  the  registration
provisions of the Securities Act of 1933 pursuant to Section 4(2) of such Act.

      Effective  February 1, 2000,  the Company  sold and issued two  promissory
notes secured by certain  assets of the Company to two  accredited  investors in
exchange for $40,000 in cash  proceeds.  As of December 31, 2000,  the principal
amount of the notes,  together with interest,  as accrued,  is convertible  into
45,488 shares of Common Stock.  No  underwriting  discounts or cash  commissions
were given or paid in connection with the transaction. The Company believes that
the  transaction was exempt from the  registration  provisions of the Securities
Act of 1933 pursuant to Section 4(2) of such Act.


                                     16

<PAGE>



      Effective March 26, 2000, the Company sold and issued a promissory note to
two accredited  investors in exchange for $50,000 in cash proceeds.  The Note is
convertible  into shares of Common  Stock of the Company at a ratio of one share
for each $1.00 of principal and interest  outstanding under the Note at the time
of conversion.  The Company paid $5,000 in cash  commissions in connection  with
the  transaction.  The Company believes that the transaction was exempt from the
registration  provisions of the  Securities Act of 1933 pursuant to Section 4(2)
of such Act and Rule 506 promulgated thereunder.

      Effective  April 10, 2000 the  Company  sold and issued  50,000  shares of
nonvoting convertible Preferred Stock, together with warrants to acquire 250,000
shares of the Company's  Common Stock at an exercise price of $2.00 per share to
an accredited investor in exchange for $113,000 in cash proceeds.  Each share of
Preferred Stock is convertible into two shares of Common Stock. The Company paid
$10,000 in cash  commissions  in connection  with the  transaction.  The Company
believes that the transaction was exempt from the registration provisions of the
Securities  Act of 1933  pursuant  to  Section  4(2) of such  Act and  Rule  506
promulgated thereunder.

      Effective  May 1,  2000 the  Company  sold and  issued  128,000  shares of
nonvoting convertible Preferred Stock, together with warrants to acquire 725,000
shares of the Company's  Common Stock at an exercise price of $2.00 per share to
two accredited  investors in exchange for $282,000 in cash proceeds.  Each share
of  Preferred  Stock  is  convertible  into  two  shares  of  Common  Stock.  No
underwriting discounts or cash commissions were given or paid in connection with
the  transaction.  The Company believes that the transaction was exempt from the
registration  provisions of the  Securities Act of 1933 pursuant to Section 4(2)
of such Act and Rule 506 promulgated thereunder.

      Effective  May 2, 2000,  the Company sold and issued  15,000 shares of its
Common Stock to an accredited  investor in satisfaction of an obligation to such
accredited  investor  for  consulting  services  provided  to  the  Company.  No
commissions were paid in connection with the  transaction.  The Company believes
that  the  transaction  was  exempt  from  the  registration  provisions  of the
Securities Act of 1933 pursuant to Section 4(2) of such Act.

      Effective  August 15 through  September  28,  2000,  the Company  sold and
issued  1,402,383  shares of its Common Stock to seven  accredited  investors in
exchange for $225,000 in cash proceeds and the  conversion of a promissory  note
with accrued interest due to one of the individuals for  approximately  $42,000.
No  commissions  were paid in connection  with these  transactions.  The Company
believes that these transactions were exempt from the registration provisions of
the  Securities  Act of 1933  pursuant to Section  4(2) of such Act and Rule 506
promulgated thereunder.

      Effective  August 16, 2000, the Company sold and issued a promissory  note
to an accredited investor in exchange for $50,000 in cash proceeds.  The Note is
convertible  into shares of Common  Stock of the Company at a ratio of one share
for each $0.25 of principal and interest  outstanding under the Note at the time
of conversion. No commissions were paid in connection with this transaction.  In
connection  with this  transaction,  the Company  also  issued  warrants to such
investor  to  purchase  100,000  shares of  Common  Stock of the  Company  at an
exercise price of $0.75 per share.  The Company  believes that this  transaction
was  exempt  from the  registration  provisions  of the  Securities  Act of 1933
pursuant to Section 4(2) of such Act and Rule 506 promulgated thereunder.

      As of December  31,  2000,  the  Company  has  granted  options to various
officers, directors, employees, and service providers of the Company to purchase
2,245,000 shares of its Common Stock pursuant to the Company's 1999 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.

                                     17

<PAGE>



ITEM 6: MANAGEMENT'S DISCUSSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

         The  following  discussion  of the  financial  condition and results of
operations of SportsNuts.com International, Inc. (hereafter, "SportsNuts.com" 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 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
previously 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.

         It  should  be  noted  that  the  following  discussion  regarding  the
Company's financial condition and results of operations  primarily addresses the
Company's  historical results.  Effective March 1, 2000, the Company has decided
to discontinue its direct sales operations and concentrate solely on building an
Internet  portal  to  the  amateur  sports  market.   Therefore,  the  Company's
revenue/expense  structure and financial results in future years are expected to
vary  substantially  from  that of  previous  years,  and the  reader  should be
cautioned  that past  performance is not related to, nor an indication of future
results.

Overview

         Historically,  SportsNuts.com had been an online,  personalized  sports
community   offering   a   comprehensive   bundle  of  sports,   outdoors,   and
fitness-related products,  services, and information in a club environment.  The
Company had attempted to combine the three forces of sports,  the Internet,  and
network  marketing  in an effort to build a  targeted  online  customer  base of
sports   enthusiasts.   Until  March  1,  2000,  the  Company  derived  revenues
principally from four sources: (i) proceeds from enrollments of distributors and
their  customers,  (ii)  recurring  monthly  purchases of  promotional  products
offered  by  the  Company,   (iii)   purchases  of  sales  aids  by  independent
distributors,  and (iv)  purchases  of  sports,  outdoors,  and  fitness-related
products and services.  Virtually all of the revenues  generated in the past two
years have generated in connection with the Company's  direct sales  operations.
With the  discontinuation  of its direct sales  operations on March 1, 2000, the
Company has since focused  solely on building an Internet  portal to the amateur
sports market. In connection with this change in focus, the Company  anticipates
generating future revenues  primarily from the following five sources (i) online
registration/administration  service  fees,  (ii)  amateur  sports  organization
fundraising  and  sponsorships,   (iii)  website  advertising,  (iv)  e-commerce
commissions,  and (v) website hosting.  Therefore, future sources of revenue are
expected to be  substantially  different from those realized  through the end of
1999.  No revenues  were  generated  from these five sources  during  2000.  The
ability  to  generate   revenues   during  the  year  2001  and  beyond  depends
substantially upon the Company's ability to attract users and traffic to its web
site  which,  in  turn,  creates  use  of  online   registration,   fundraising,
sponsorships,  advertising and e-commerce. The Company's ability to attract such
traffic requires significant systems development, marketing and personnel costs,
which  requires  substantial  funding.  If the  Company is unable to obtain such
funding, its ability to generate revenues will be significantly impaired.

         Future  expenses  which  comprise cost of goods sold are expected to be
principally  comprised of systems  costs to  administer  the revenue  generating
features on the amateur  sports  Internet site, as well as potential fee sharing
expenses to  organizations  involved in fundraising and online  registration and
administration.

                                     18

<PAGE>



         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 applications for the web site. With
the  discontinuation  of  its  direct  sales  operations,  wages  and  benefits,
promotional,  marketing,  sales, travel and other miscellaneous  office expenses
related  to  these  activities  have  been  eliminated.   However,  the  Company
anticipates  that the decrease in such  expenses  will be offset by increases in
technology  personnel  and  development  costs  related to improving the amateur
sports  Internet  site.  In  addition,  in order to execute the  amateur  sports
Internet business, 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  periods  ended  December  31, 2000 and 1999.  The  balances
discussed  below  include  both  results  from  continuing  operations  and from
operations that were discontinued  during the period, as indicated in Note 10 of
the footnotes to the consolidated financial statements.

         Revenues. The Company generated net revenues of $41,188 during the year
ended  December 31, 2000,  which  represents a 97% decrease from net revenues of
$1,452,919 during 1999. The decrease was primarily due to the discontinuation of
its direct  sales  operations,  effective  March 1, 2000.  Since that time,  all
revenues from membership sales have ceased.  The Company has made the transition
to focusing  solely on the amateur  sports  Internet  site.  With respect to the
amateur sports Internet site, the Company anticipates  receiving sufficient site
traffic to generate (i)  registration/administration  revenues, (ii) fundraising
revenues, (iii) advertising/sponsorship  revenues, (iv) e-commerce revenues, and
(v) website hosting revenues in modest amounts by the end of 2001.

         Cost of Sales.  Cost of Sales for the year ended December 31, 2000 were
$34,136,  a 98% decrease from $1,787,821  during 1999.  Such costs  historically
consisted  primarily of  commission  payments to the direct  sales  distribution
force,  as well as the cost of the  distributor  kits,  sales aids, and products
sold through the  distributor  force and through  e-commerce  transactions.  The
decrease  from the prior  year is  directly  related  to the  corresponding  97%
decrease in  revenues,  primarily  in the direct  sales  business,  as described
above.  Cost of Sales were greater than revenues due to a temporary  structuring
of the  commission  payments  in the direct  sales  business to provide a higher
payout to distributors as an incentive to generate a larger distributor base.

         By discontinuing its direct sales operations, future cost of sales will
no longer include  network  marketing  commission  payments or product costs for
distributor  kits,  sales aids and other  products sold through the direct sales
business.  Future cost of sales related to the amateur sports Internet  business
are  expected  to  include  systems  administration  costs  and  amateur  sports
organization fee sharing programs.


                                    19

<PAGE>



         General  and  Administrative   Expenses.   General  and  administrative
expenses for the year ended  December 31, 2000 were  $5,934,129,  a 81% increase
from $3,283,572 during 1999. The increase was principally due to the recognition
of  $3,592,418  in expenses  relating to issuances  of warrants  during the year
2000. Due to the  discontinuation  of the Company's  direct selling  operations,
since March 1, 2000, the number of employees has declined sharply.  However, the
Company relied more heavily on outside consulting to assist in the concentration
of the amateur sports internet business model.  Payroll expense and professional
fees  accounted for  approximately  $1,027,507  and $933,864,  respectively,  of
general and  administrative  expenses during 2000, as compared to $1,414,478 and
$499,393 during 1999.

         Selling and Marketing Expenses.  Selling and marketing expenses for the
year ended  December  31, 2000 were  $924,208,  a 63% decrease  from  $2,513,220
during 1999. The decrease was primarily  attributable to the  discontinuation of
the direct sales  operations as of March 1, 2000, in which  distributor  related
marketing   expenses  were  eliminated.   These  previous  expenses  related  to
promotional  efforts  with  respect to the  Company's  direct  sales force in an
attempt to increase  branding  awareness and promote  involvement  in the direct
sales  operations  of the  Company.  The Company  anticipates  that  selling and
marketing  expenses  in the future  will  primarily  include  sales  expenses in
developing a sales channel to the amateur  sports  organizations  throughout the
United States,  and  promotional/advertising  expenses to brand the Company name
and promote its amateur sports Internet site.

         Product Development. Product research and development expenditures were
$304,009 during the year ended December 31, 2000, as compared to $437,857 during
1999,  which  represents a decrease of 31%. The decrease is primarily due to the
Company's  attempt to curtail spending in this area given its current  financial
position. Product development expenses related to the Company's web site consist
primarily of payroll,  software and systems,  and related costs for  programmers
and software  developers.  The Company capitalizes new systems development costs
where appropriate in accordance with generally accepted  accounting  principles.
The Company believes that significant investments in product/systems development
are required to remain  competitive.  Accordingly,  the Company expects to incur
increased expenditures with respect to product development in future periods.

         Other Income (Expense). Net other expense totaled $101,760 for the year
ended  December 31,  2000,  compared to net expense of  $3,422,935  for the year
ended December 31, 1999. The majority of other expense in 1999 was  attributable
to the  write  down of the  intangible  assets  related  to the  acquisition  of
Sportzz,  which totaled $3,474,035.  The impairment in the value of these assets
was due to the decline in the overall  valuation  of the Company due to its lack
of funding  and  corresponding  financial  difficulties.  The  majority of other
expense during 2000 was attributable to interest expense. The Company has relied
on various  interest  bearing loans to support its ongoing  funding needs and is
incurring  interest charges on past due accounts  payable.  The Company incurred
interest expense of $109,764 during the year 2000.


Liquidity and Capital Resources

         As of December  31, 2000,  the  Company's  primary  source of liquidity
consisted  of $651 in cash and cash  equivalents.  The  Company  holds  its cash
reserves in local  sweep  accounts  with a local  financial  institution.  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.  Subsequent to December 31, 1999, the Company has booked additional short
term notes payable of $644,500 for borrowed funds.

         The Company has sustained significant net losses which have resulted in
an  accumulated  deficit at December  31, 2000 of  $19,197,972  and is currently
experiencing  a  substantial   shortfall  in  operating   capital  which  raises
considerable  doubt about the Company's  ability to continue as a going concern.
The net loss for the years ended  December 31, 2000 and 1999 was  $7,257,054 and
$9,925,682  respectively.  The Company anticipates continued losses for the year
ended December 31, 2001 and with the expected

                                       20

<PAGE>



cash requirements for the coming weeks,  without additional cash inflows,  there
is substantial doubt as to the Company's  ability to continue  operations during
the year 2001.

         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 requirements are insufficient for
ongoing  operations,  with  current  cash  reserves  unable  to fund  continuing
operations. Although efforts are presently underway to secure certain short term
financing to enable the Company to meet its  obligations,  the Company  requires
considerable  amounts of financing to make any  significant  advancements in its
business strategy.  There is 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.


Outlook

         With the  completion  and  implementation  of its  online  registration
program,  the Company  anticipates  interest from various  amateur sports events
promoters.  The transition in focus to the Internet  business will likely result
in the  realization of modest revenues in the year 2001. This is due to the fact
that the revenues  generated  through the Internet  business are dependent  upon
further  systems  development  and in  creating  significant  increases  in user
volume,  or  "traffic,"  to the Web  Site.  Because  it takes  time to  generate
substantial  traffic to the Web Site, the Company expects revenues to be minimal
during the first half of the year 2001,  and begin growing  modestly  during the
second half of the year.

         The Company also expects net operating expenses during 2001 to increase
from 2000. The  anticipated  increase in expenses is due to significant  systems
development  costs  needed  for the  Internet  site,  and plans  for  aggressive
promotion  and branding of the Company name and its  Internet  site,  along with
implementing a  comprehensive  sales channel to canvass  various  amateur sports
organizations  throughout  the  United  States.  The  Company  also  anticipates
aggressively  seeking strategic  alliances with third parties in the industry to
grow its  business,  along with  pursuing  key high  profile  athletes  or other
individuals to endorse the Company's business. The overall net loss for the year
2001 is expected to decline from the net loss in 2000, due to the recognition of
$3,592,418 in expenses  relating to issuances of warrants during 2000, which may
be a non-recurring expense for the upcoming year.

         As  discussed  above  under  "Liquidity  and  Capital  Resources",  the
Company's  ability to execute its business  plan  related to the amateur  sports
Internet business in the coming months and years is currently dependent upon its
ability to obtain adequate  funding.  Without such funding  available,  there is
serious doubt about the Company's ability to continue as a going concern.



                                    21

<PAGE>



ITEM 7.     FINANCIAL STATEMENTS REQUIRED BY FORM 10-KSB



                                    CONTENTS
<TABLE>
<S>                                                                         <C>

Independent Auditor's Report................................................23

Consolidated Balance Sheet................................................. 24

Consolidated Statements of Operations...................................... 26

Consolidated Statements of Stockholders' Equity (Deficit).................. 27

Consolidated Statements of Cash Flows...................................... 28

Notes to the Consolidated Financial Statements............................. 30
</TABLE>

                                     22

<PAGE>
                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS
SPORTSNUTS.COM INTERNATIONAL, INC.
(A Development Stage Company)
Salt Lake City, Utah

We have audited the accompanying consolidated balance sheet of SportsNuts.com
International, Inc. (a development stage company) as of December 31, 2000 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2000 and 1999 and
from inception of the development stage on March 1, 2000 through December 31,
2000.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these con-
solidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing stan-
dards.  Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation.  We believe that our audits pro-
vide 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 Sports-
Nuts.com International, Inc. (a development stage company) as of December 31,
2000 and the consolidated results of their operations and their cash flows for
the years ended December 31, 2000 and 1999 and from inception of the develop-
ment stage on March 1, 2000 through December 31, 2000, in conformity with gener-
ally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 8 to the con-
solidated financial statements, the Company is a development stage company with
no significant operating results to date, 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 8.  The consolidated financial state-
ments do not include any adjustments that might result from the outcome of this
uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
March 4, 2001
                                     23
<PAGE>

                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheet


                                  ASSETS
<TABLE>
<CAPTION>
                                                                   December 31,
                                                                       2000
                                                                   ------------
<S>                                                               <C>

CURRENT ASSETS

   Cash and cash equivalents (Note 1)                             $        651
   Accounts receivable, net (Note 1)                                     7,361
   Inventory, net (Notes 1 and 2)                                       11,650
   Prepaid expenses                                                     27,917
                                                                  ------------
Current Assets                                                          47,579
                                                                  ------------

PROPERTY AND EQUIPMENT (Note 1)

   Computer hardware                                                   518,789
   Computer software                                                   721,809
   Furniture and office equipment                                      189,019
   Less - accumulated depreciation                                    (652,429)
                                                                 -------------

     Total Property and Equipment                                      777,188
                                                                 -------------

     TOTAL ASSETS                                                $     824,767
                                                                 =============
</TABLE>


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


                                      24

<PAGE>



                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                     Consolidated Balance Sheet (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                  December 31,
                                                                      2000
                                                                  ------------
<S>                                                              <C>
CURRENT LIABILITIES

   Accounts payable                                              $   1,197,146
   Accrued expenses                                                    465,647
   Notes payable, current portion (Note 4)                             115,000
   Notes payable, related parties (Note 3)                             529,500
                                                                 -------------

     Total Current Liabilities                                       2,307,293
                                                                 -------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock, $0.002 par value; 20,000,000 shares
    authorized, 178,000 shares issued and outstanding                     356
   Common stock, $0.002 par value; 200,000,000 shares
    authorized, 3,397,095 shares issued and outstanding                 6,794
   Additional paid-in capital                                      17,708,296
   Accumulated deficit prior to the development stage             (13,139,071)
   Accumulated deficit since the inception of the
    development stage                                              (6,058,901)
                                                                 -------------

     Total Stockholders' Equity (Deficit)                          (1,482,526)
                                                                 -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                $     824,767
                                                                =============
</TABLE>


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


                                       25

<PAGE>



                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                                                                  From
                                                                                                  Inception of the
                                                                                                  Development
                                                                                                  Stage on
                                                                                                  March 1, 2000
                                                                   For the Years Ended            Through
                                                                      December 31,                December 31,
                                                       ---------------------------------------
                                                               2000                 1999               2000
                                                       -----------------     -----------------  ---------------
<S>                                                    <C>                   <C>                <C>
NET SALES                                              $               -     $             -    $             -
                                                       -----------------     ----------------  ----------------

EXPENSES
   General and administrative                                  5,656,139           1,197,068          5,162,864
   Selling and marketing                                         698,276             480,678            578,798
   Research and development                                      253,588             134,818            214,051
                                                       -----------------     ---------------   ----------------

     Total Expenses                                            6,608,003           1,812,564          5,955,713
                                                       -----------------     ---------------   ----------------

LOSS FROM OPERATIONS                                          (6,608,003)         (1,812,564)        (5,955,713)
                                                       -----------------     ---------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                             (109,764)                (63)          (109,507)
   Interest income                                                 2,267              20,479              1,296
   Other income                                                    7,750              -                   7,750
   Gain on forgiveness of debt                                    33,826              -                  33,826
   Impairment of intangibles                                         -            (3,474,035)             -
   Loss on sale of assets                                        (36,553)               (629)           (36,553)
                                                       -----------------     ----------------    ---------------

     Total Other Income (Expenses)                              (102,474)         (3,454,248)          (103,188)
                                                       -----------------     ---------------    ---------------

LOSS FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES                                         (6,710,477)         (5,266,812)        (6,058,901)

INCOME TAX EXPENSE                                                  -                   -                  -
                                                       ---------------     ----------------    ---------------

LOSS FROM CONTINUING OPERATIONS                             (6,710,477)          (5,266,812)        (6,058,901)

LOSS FROM DISCONTINUED
OPERATIONS (Note 10)                                          (546,577)          (4,658,870)               -
                                                       ---------------     ----------------    ---------------

NET LOSS                                               $    (7,257,054)    $     (9,925,682)   $   (6,058,901)
                                                       ==================  ==================  ==============

BASIC LOSS PER COMMON SHARE -
 BASIC AND DILUTED (Note 1)
   Loss from continuing operations                     $         (4.02)    $          (7.13)
   Loss from discontinued operations                             (0.33)               (6.31)
                                                       ---------------     ----------------
     Basic Loss Per Share                              $         (4.35)              (13.44)
                                                       ===============     ================

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                          1,668,072              738,621
                                                       ===============     ================
</TABLE>

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

                                    26

<PAGE>
                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                                   Additional                 Subscrip-              Total Stock-
                                                                   Paid-In     Accumulated    tion        Minority   holder's Equity
                              Preferred Stock  Common Stock        Capital     Deficit        Receivable  Interest   Deficit)
                              ---------------  ------------------  ---------   ------------   ----------  --------   ---------------
                              Shares  Amount   Shares     Amount
                              ------  ------   -------    -------
<S>                           <C>     <C>      <C>        <C>     <C>          <C>            <C>          <C>       <C>
Balance, December 31, 1998    -       $ -      382,563    $  765  $1,651,646   $ (2,015,236)  $(85,000)    $    -    $  (447,825)

Recapitalization (Note 1)               -      122,086       245   1,549,253              -         -          -       1,549,498

Issuance of common stock      -         -      248,912       498   5,610,218              -         -          -       5,610,716
for cash (net of issuance
costs of $501,274)

Issuance of common stock      -         -       26,550        53     621,697              -         -          -         621,750
for fundraising services
(Note 5)

Stock offering costs          -         -            -         -    (621,750)             -         -          -        (621,750)

Issuance of common stock      -         -       47,244        94   3,749,906              -         -          -       3,750,000
for purchase of Sportzz.com

Issuance of common stock for  -         -       67,563       135   1,026,829              -         -          -       1,026,964
exercise of warrants issued
for fundraising services
(Note 5)

Stock offering costs          -         -            -         -  (1,026,964)             -         -          -       1,026,964)

Receipt of cash for           -         -            -         -           -              -    85,000          -          85,000
subscription receivable

Minority interest in sub-     -         -            -         -     (66,804)             -         -     66,804              -
sidiary (Note 1)

Net loss for the year
ended December 31, 1999       -         -           -          -         -       (9,925,682)        -    (66,804)    (9,992,486)
                             -------   -----  -------    -------- ------------ ------------   -------    -------    -----------
Balance, December 31, 1999    -         -     894,918      1,790   12,494,031   (11,940,918)        -          -        554,903

Issuance of common stock
for cash (net of issuance
costs of $15,000)             -         -     927,383      1,855      458,146             -         -          -        460,001

Warrants issued below
market value                  -         -           -          -    3,592,418             -         -          -      3,592,418

Preferred shares
issued for cash           178,000      356          -          -      394,644             -         -          -        395,000

Stock offering costs          -         -           -          -      (19,500)            -         -          -        (19,500)

Shares issued for services    -         -     945,800      1,892      720,035             -         -          -        721,927

Shares issued for debt
payment                       -         -     504,200      1,008       50,771             -         -          -         51,779

Shares issued for
exercise of stock
options                       -         -      50,000        100        7,900             -         -          -          8,000

Shares issued for
exercise of warrants          -         -      74,794        149        9,851             -         -          -         10,000

Net loss for the year
ended December 31, 2000       -         -           -          -            -    (7,257,054)        -          -     (7,257,054)
                          -------     ---     -------   --------   ----------    -----------  --------    ------    -----------
Balance,
December 31, 2000         178,000 $   356   3,397,095   $  6,794  $17,708,296  $(19,197,972)  $     -       $  -   $(1,482,526)
                          ======= =======  ==========   ========= ===========  ============   ========       =====  ===========
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       27

<PAGE>



                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                                             From
                                                                                                             Inception of the
                                                                                                             Development
                                                                                                             Stage on
                                                                                                             March 1, 2000
                                                                       For the Years Ended                   Through
                                                                       December 31,                          December 31,
                                                                ----------------------------------------
                                                                       2000               1999               2000
                                                                ------------------- --------------------     -------------------
<S>                                                             <C>                 <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                     $    (7,257,054)    $      (9,925,682)       $      (6,058,901)
   Adjustments to reconcile net income to net
    cash used in operating activities:
     Depreciation                                                       462,544               220,692                  384,788
     Amortization of intangible assets                                                        366,250
     Common stock issued for services and
       marketing expenses                                               721,927               114,000                  721,927
     Warrants issued below market value                               3,592,418                   -                  3,307,256
     Deferred income taxes                                                  -                  (1,258)                     -
     Minority interest                                                      -                 (66,804)                     -
     Loss on sale of fixed assets                                        36,553                 1,257                   36,553
     Gain on forgiveness of debt                                        (33,826)                  -                    (33,826)
     Write-down of intangible assets                                        -               3,474,035                      -
   Changes in operating assets and liabilities:
     Accounts receivable                                                  8,162               (15,523)                  14,231
     Inventory                                                           12,286                (7,352)                   9,806
     Restricted cash                                                    110,000              (110,000)                 110,000
     Other current assets                                                25,150                (5,707)                 110,489
     Accounts payable                                                   482,385               571,014                   97,644
     Accrued expenses                                                   238,553               181,520                  256,293
                                                                ---------------       ---------------        -----------------
       Net Cash Used in Operating Activities                         (1,600,902)           (5,203,558)              (1,043,740)
                                                                ---------------       ---------------        -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of fixed assets                                    79,714                  -                      79,714
   Purchases of property and equipment                                 (139,817)           (1,354,709)                 (36,014)
   Purchase of subsidiary                                                   -                (100,000)                     -
                                                                ---------------       ---------------        -----------------
       Net Cash Provided (Used) in
       Investing Activities                                             (60,103)           (1,454,709)                  43,700
                                                                ----------------      ---------------        -----------------
</TABLE>

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

                                       28

<PAGE>

                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>

                                                                                                             From
                                                                                                             Inception of the
                                                                                                             Development
                                                                                                             Stage on
                                                                                                             March 1, 2000
                                                                        For the Years Ended                  Through
                                                                        December 31,                         December 31,
                                                                --------------------------------------
                                                                        2000                1999                 2000
                                                                -------------------  -----------------     --------------------
<S>                                                            <C>                    <C>                  <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

   Decrease in cash overdraft                                                  -              (47,683)                -
   Proceeds from issuance of notes payable                                 722,000             25,000             277,000
   Proceeds from issuance of common stock                                  493,009          7,647,489             243,009
   Proceeds from issuance of preferred stock                               395,000                -               395,000
   Stock offering costs                                                    (34,500)          (601,274)            (19,500)
   Payments on stock subscription receivable                                   -               85,000                 -
   Principal payments of notes payable                                     (62,500)          (301,618)            (12,500)
                                                                ------------------  -----------------     ----------------

       Net Cash Provided by Financing Activities                $        1,513,009  $       6,806,914   $         883,009
                                                                ------------------  -----------------   -----------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                               $         (147,996) $         148,647   $        (117,031)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                       148,647                -               117,682
                                                                ------------------  --------------------------------------
CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                      $              651  $         148,647   $             651
                                                                ==================  =================   =================
SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for:

   Interest                                                     $            3,021  $        10,439     $           3,021
   Income taxes                                                 $              -    $           -       $             -

Non-Cash Investing and Financing Activities:

   Common stock issued for acquisition of subsidiary            $              -    $     3,750,000     $             -
   Common stock issued for services and
   marketing expenses                                           $          721,927  $             -     $         721,927
   Common stock issued to convert notes
   payable and interest                                         $           41,771  $             -     $          41,771
   Equipment exchanged for reduction of
   accounts payable                                             $            7,626  $             -     $           7,626
   Common stock issued for reduction of
   accounts payable                                             $           10,000  $             -     $          10,000
</TABLE>

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


                                       29

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

              a. Organization and Description of Business

              SportsNuts.com  International,  Inc. (formerly Durwood, Inc.) (the
              "Company")  was  incorporated  under  the  laws  of the  State  of
              Delaware  on July  12,  1996.  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.  On March 1, 2000, the Company  reentered the development
              stage when it  discontinued  the  operations  of its direct  sales
              division (see Note 10).

              On April 6, 1999,  the  Company  acquired  (the  "Reorganization")
              approximately  eighty-one percent (81%) of the outstanding capital
              stock of SportsNuts,  a privately held company. As a result of the
              Reorganization,  the  Company  recorded  a  minority  interest  of
              $66,804 in SportsNuts.  The  Reorganization was accounted for as a
              reverse  merger  into  a  non-operating  public  company,  wherein
              SportsNuts was treated as the accounting acquirer.  In conjunction
              with  the  Reorganization,  the  Company  changed  its  name  from
              Durwood, Inc. to SportsNuts.com International, Inc.

              In  connection  with the  reorganization,  the Company  effected a
              2.213 for 1 forward stock split of all the  outstanding  shares of
              its common stock on April 6, 1999.  All references to common stock
              have been retroactively restated. The forward split resulted in an
              increase in the outstanding  shares of the Company's  common stock
              from 55,175 to 122,086 shares. As part of the Reorganization,  the
              Company issued 382,563 shares of common stock to the Participating
              Shareholders  of  SportsNuts  in  exchange  for  their  collective
              11,683,000 shares of SportsNuts  common stock. Each  participating
              Shareholder  of  SportsNuts  received  0.654904748  shares  of the
              Company's  common stock in exchange for each share of common stock
              of  SportsNuts.  Additionally,  the  Company  issued to holders of
              warrants  in  SportsNuts,  warrants  for the  purchase  of 167,656
              shares of the Company's common stock. Each  Participating  Warrant
              Holder  received the right to purchase  0.654904748  shares of the
              Company's  common stock in exchange  for each share of  SportsNuts
              common stock that they were entitled to purchase pursuant to their
              SportsNuts warrants. In the future, the Company may issue up to an
              additional 138,111 shares of common stock to acquire the remaining
              4,217,740  shares of common stock of SportsNuts  that were held by
              the  remaining  shareholders  (other  than the  Company) as of the
              closing date of the Reorganization.

              On June 25, 2000, the Company effected a 1-for-20 reverse split of
              all outstanding  shares of Common and Preferred Stock, and amended
              and restated its Certificate of  Incorporation  to restate its par
              value at $0.002 per Common and Preferred  share. All references to
              shares   outstanding  and  other  equity   instruments  have  been
              retroactively restated.

              SportsNuts was  incorporated  in the state of Utah on November 13,
              1996 and began operations on January 1, 1997. Its primary business
              involved  the  sales  and   distribution  of  sporting  goods  and
              health/nutritional  products, using the Internet, through a direct
              sales distribution strategy. The strategy also included creating a
              personalized  sports community offering a comprehensive  bundle of
              sports,  outdoors  and  fitness-related  products,   services  and
              information  in a club  environment  on its web site.  The  direct
              sales distributor force sold club memberships with access to these
              products and services on the Web Site.






                                       30

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              a. Organization and Description of Business (Continued)

              This  business  strategy had  continued  since its  inception  and
              subsequent  to the  Reorganization  until March 1, 2000,  when the
              Company determined to discontinue its direct sales operations (see
              Note 10).

              On July 28, 1999,  the Company  issued 47,244 shares of its common
              stock  valued  at  $79.40  per share to  certain  shareholders  of
              Sportzz.com,  Inc.  ("Sportzz")  in exchange for all of the issued
              and outstanding shares of Sportzz common stock. In addition,  cash
              consideration of $100,000 was paid as part of the acquisition. The
              acquisition  was  accounted  for as a purchase per APB No. 16. The
              Company  recorded an impairment of goodwill of $3,474,035  because
              the  estimated  future cash flows from the  acquisition  cannot be
              readily determined.

              Sportzz  was  incorporated  in the State of Utah on April 7, 1999.
              Immediately  prior  to the  merger,  Sportzz  was  engaged  in the
              development of Internet based database  management and application
              development  software,  and it  maintained  an  Internet  web site
              employing its products for purposes of inputting,  searching,  and
              retrieving  amateur  sports  information  from  leagues,  schools,
              teams,  and their player rosters,  game  schedules,  game results,
              photographs, articles, and statistics.

              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.

              d. Inventory

              Inventory is stated at the lower of cost  (computed on a first-in,
              first-out  basis) or  market.  The  inventory  cost  includes  all
              expenses necessary to place the inventory in a saleable condition.

              e. 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:
<TABLE>
<S>                                                                      <C>
                               Computer hardware                         3 years
                               Computer software                         3 years
                               Office equipment                          7 years
</TABLE>
              Depreciation  expense  for the year ended  December  31,  2000 was
              $462,544.





                                       31

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f. Accounts Receivable

              Accounts receivable are recorded net of the allowance for doubtful
              accounts of $24,922 for the year ended December 31, 2000.

              g. 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.

              h. 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.

              i. Advertising

              The  Company   follows  the  policy  of  charging   the  costs  of
              advertising to expense as incurred.

              j. Basic Loss Per Share
<TABLE>
<CAPTION>
                                                                                 For Years Ended December 31,
                                                                         -------------------------------------------
                                                                                  2000                  1999
                                                                         -----------------     ---------------------
<S>                                                                      <C>                    <C>

              Basic loss per share from continuing operations:

                     Loss (numerator)                                    $       6,710,477     $       5,266,812
                     Shares (denominator)                                        1,668,072               738,621
                     Per share amount                                    $           (4.02)    $           (7.13)

              Basic loss per share from discontinued operations:

                     Loss (numerator)                                    $         546,577     $       4,658,870
                     Shares (denominator)                                        1,668,072               738,621
                     Per share amount                                    $           (0.33)    $           (6.31)
</TABLE>

              The basic 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 loss per common share.




                                       32

<PAGE>

                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              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, 2000.

              At  December  31,  2000,   the  Company  had  net  operating  loss
              carryforwards  of  approximately  $11,170,000  that may be  offset
              against  future  taxable income through 2020. 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.

              The income tax benefit differs from the amount computed at federal
              statutory rates of approximately 38% as follows:
<TABLE>
<CAPTION>
                                                                                     For the Years Ended
                                                                                         December 31,
                                                                            ----------------------------------------
                                                                                    2000                1999
                                                                            ------------------  --------------------
<S>                                                                         <C>                 <C>
              Income tax benefit at statutory rate                          $        4,244,670  $        2,852,108
              Change in valuation allowance                                         (4,244,670)         (2,852,108)
                                                                            ------------------  ------------------

                                                                            $              -    $              -
                                                                            ==================  ==================
</TABLE>
              Deferred tax assets (liabilities) are comprised of the following:
<TABLE>
<CAPTION>
                                                                                       For the Years Ended
                                                                                            December 31,
                                                                            ---------------------------------------
                                                                                    2000                1999
                                                                            ---------------------------------------
<S>                                                                         <C>                 <C>
              Income tax benefit at statutory rate                          $        1,392,562  $        2,307,188
              Change in valuation allowance                                         (1,392,562)         (2,307,188)
                                                                            ------------------  ------------------

                                                                            $              -    $              -
                                                                            ==================  ==================
</TABLE>


              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.


                                       33

<PAGE>
                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              m. New Accounting Pronouncements

              The Company has adopted the  provisions of FASB  Statement No. 138
              "Accounting  for  Certain   Derivative   Instruments  and  Hedging
              Activities, (an amendment of FASB Statement No. 133.)" Because the
              Company had  adopted the  provisions  of FASB  Statement  No. 133,
              prior to June 15, 2000, this statement is effective for all fiscal
              quarters  beginning  after June 15,  2000.  The  adoption  of this
              principal  had no material  effect on the  Company's  consolidated
              financial statements.

              The Company has adopted the  provisions of FASB  Statement No. 140
              "Accounting  for Transfers  and Servicing of Financial  Assets and
              Extinguishments  of  Liabilities  (a replacement of FASB Statement
              No.  125.)"  This  statement  provides  accounting  and  reporting
              standard for  transfers  and  servicing  of  financial  assets and
              extinguishments  of  liabilities.  Those  standards  are  based on
              consistent  application  of a  financial-components  approach that
              focuses on control. Under that approach, the transfer of financial
              assets,  the Company recognized the financial and servicing assets
              it controls  and the  liabilities  it has  incurred,  derecognizes
              financial   assets  when   control  has  been   surrendered,   and
              derecognizes   liabilities  when   extinguished.   This  statement
              provides  consistent  standards  for  distinguishing  transfers of
              financial  assets that are sales from  transfers  that are secured
              borrowings.   This   statement  is  effective  for  transfers  and
              servicing of financial assets and  extinguishments  of liabilities
              occurring  after March 31, 2001.  This  statement is effective for
              recognition and reclassification of collateral and for disclosures
              relating to securitization  transactions and collateral for fiscal
              years  ending  after  December  15,  2000.  The  adoption  of this
              principal  had no material  effect on the  Company's  consolidated
              financial statements.

              The Company has adopted the provisions of FIN 44  "Accounting  for
              Certain    Transactions    Involving   Stock    Compensation   (an
              interpretation  of APB Opinion No.  25.)" This  interpretation  is
              effective  July 1,  2000.  FIN 44  clarifies  the  application  of
              Opinion No. 25 for only  certain  issues.  It does not address any
              issues  related to the  application  of the fair  value  method in
              Statement  No.  123.  Among other  issues,  FIN 44  clarifies  the
              definition  of employee for  purposes of applying  Opinion 25, the
              criteria   for   determining   whether  a  plan   qualifies  as  a
              noncompensatory  plan,  the  accounting   consequence  of  various
              modifications  to the terms of a previously  fixed stock option or
              award, and accounting for an exchange of stock compensation awards
              in a business  combination.  The adoption of this principal had no
              material   effect   on  the   Company's   consolidated   financial
              statements.

              n.  Stock Options and Warrants

              As permitted by FASB  Statement  123  "Accounting  for Stock Based
              Compensation"  (SFAS No. 123), the Company  elected to measure and
              record  compensation  cost relative to employee stock option costs
              in accordance with Accounting Principles Board ("APB") Opinion 25,
              "Accounting   for  Stock   Issued  to   Employees,"   and  related
              interpretations  and  make pro  forma  disclosures  of net  income
              (loss)  and basic  earnings  (loss) per share as if the fair value
              method  of  valuing  stock  options  had been  applied.  Under APB
              Opinion 25,  compensation  cost is  recognized  for stock  options
              granted to employees when the option price is less than the market
              price of the underlying  common stock on the date of grant.  As of
              December 31, 2000, there were 2,195,000 options  outstanding which
              were granted to  employees,  all of which were granted at exercise
              prices equal to or above the market price on the grant date.

                                       34
<PAGE>

                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              n.  Stock Options and Warrants (Continued)

              For  purposes  of the pro forma  disclosures  and to  measure  and
              record  consideration  paid to non- employees in the form of stock
              options or  warrants,  the Company  applies  FASB  Statement  123,
              "Accounting for Stock-Based  Compensation" ("SFAS No. 123"), which
              requires the Company to estimate  the fair value of each  dilutive
              instrument (stock options and warrants) award at the grant date by
              using the Black-Scholes option pricing model.


NOTE 2 -      INVENTORY

              Inventory consisted of the following:
<TABLE>
<CAPTION>

                                                                  December 31,
                                                                      2000
                                                                 --------------
<S>                                                              <C>
              Finished goods                                     $       15,533
              Reserve for obsolete inventory                             (3,883)
                                                                 --------------

                        Total                                    $       11,650
                                                                 ==============

</TABLE>



                                       35

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 3 - NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties consisted of the following:
<TABLE>
<CAPTION>

                                                                                                     December 31,
                                                                                                         2000
                                                                                                 --------------------
<S>                                                                                              <C>
              Note payable to a shareholder,  secured by tangible and intangible
               assets of the Company,  interest at 16%,  principal  and interest
               due April 1, 2000. Note is convertible into common
               stock of the Company at $.10 per share.                                           $         450,000

              Note payable to a related  individual,  secured by tangible assets
               of the Company,  interest at 16%,  principal and interest due May
               1, 2000. Note is convertible into common stock of the
               Company at $1.00 per share.                                                                  20,000

              Note payable to a related  individual,  secured by tangible assets
               of the Company,  interest at 16%,  principal and interest due May
               4, 2000. Note is convertible into common stock of the
               Company at $1.00 per share.                                                                  20,000

              Notes payable to related individuals, unsecured,
               interest at 10%, due on demand.                                                              27,000

              Notes payable to related individuals, unsecured,
               interest at 12%, due on demand.                                                              12,500
                                                                                                 -----------------

                         Total notes payable - related parties                                             529,500

                          Less: current portion                                                           (529,500)
                                                                                                ------------------

                          Long-term notes payable                                               $              -
                                                                                                ==================
</TABLE>

              Maturities of notes payable - related parties are as follows:
<TABLE>
<CAPTION>
                       Year Ending
                       December 31,                                                                   Amount
              ------------------------------                                                    ------------------
<S>                                                                                             <C>
                         2001                                                                   $          529,500
                                                                                                ------------------

                         Total                                                                  $          529,500
                                                                                                ==================
</TABLE>




                                       36

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 4 -      NOTES PAYABLE

              Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                                        2000
                                                                                                -------------------
<S>                                                                                             <C>
              Note  payable  to  an  individual,  unsecured,  interest  at  10%,
               principal  and interest due June 26,  2000.  Note is  convertible
               into common stock of the Company at $1.00
               per share.                                                                       $           50,000

              Note  payable  to  an  individual,  unsecured,  interest  at  18%,
               principal and interest due August 15, 2001.  Note is  convertible
               into common stock of the Company at $0.25
               per share.                                                                                   50,000

              Note payable to an individual, unsecured,
               interest at 16%, due on demand.                                                              15,000
                                                                                                ------------------

                         Total notes payable                                                               115,000

                          Less: current portion                                                           (115,000)
                                                                                                ------------------

                          Long-term notes payable                                               $              -
                                                                                                ==================
</TABLE>

              Maturities of notes payable are as follows:
<TABLE>
<CAPTION>

                     Year Ending
                       December 31,                                                                    Amount
              -----------------------------                                                     ------------------
<S>                                                                                             <C>
                           2001                                                                 $          115,000
                                                                                                ------------------

                          Total                                                                 $          115,000
                                                                                                ==================
</TABLE>


NOTE 5 -      COMMON AND PREFERRED STOCK TRANSACTIONS

              Effective  January 1, 2000,  the Company  issued  25,000 shares of
              common stock at a price of $10.00 per share.

              Effective  April 10, 2000,  the Company  issued  50,000  shares of
              nonvoting  convertible  preferred  stock at a price  of $2.26  per
              share,  together with warrants to acquire 250,000 shares of common
              stock at an  exercise  price of $2.00  per  share.  Each  share of
              preferred  stock is  convertible  into two (2)  shares  of  common
              stock.

              Effective  May 1,  2000,  the  Company  issued  128,000  shares of
              nonvoting  convertible  preferred  stock at a price  of $2.20  per
              share,  together with warrants to acquire 725,000 shares of common
              stock at an  exercise  price of $2.00  per  share.  Each  share of
              preferred  stock is  convertible  into two (2)  shares  of  common
              stock.


                                       37

<PAGE>

                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 5 -      COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)

              Effective May 2, 2000,  the Company issued 15,000 shares of common
              stock valued at $2.50 per share in  satisfaction  of an obligation
              for consulting services received by the Company.

              Effective July 5, 2000, the Company issued 50,000 shares of common
              stock valued at  approximately  $.63 per share in  satisfaction of
              obligations for consulting services received by the Company.

              Effective  July 15, 2000,  the Company  issued  200,000  shares of
              common   stock   valued  at   approximately   $.41  per  share  in
              satisfaction  of obligations for consulting  services  received by
              the Company.

              Effective  August 15 through  September 28, 2000, the Company sold
              and  issued   1,402,382  shares  of  its  Common  Stock  to  seven
              accredited investors.

              Effective  September 1, 2000,  the Company issued 20,000 shares of
              common  stock  valued  at  $.75  per  share  in   satisfaction  of
              obligations for consulting services received by the Company.

              Effective  October 1, 2000,  the Company  issued 100,000 shares of
              common  stock  valued  at  $1.25  per  share  in  satisfaction  of
              obligations for consulting services received by the Company.

              Effective  October 5, 2000,  the Company  issued 100,000 shares of
              common   stock  valued  at   approximately   $1.16  per  share  in
              satisfaction  of obligations for consulting  services  received by
              the Company.

              Effective  November 6, 2000,  the Company  issued 15,000 shares of
              common   stock  valued  at   approximately   $2.39  per  share  in
              satisfaction of obligations for public relations services received
              by the Company.

              Effective  November 20, 2000, the Company issued 450,000 shares of
              common  stock  valued at  approximately  $.63 in  satisfaction  of
              obligations for consulting services received by the Company.

              Effective  December 19, 2000,  the Company issued 74,794 shares of
              common stock at a price of approximately  $.13 in exchange for the
              exercise of warrants held by certain individuals.

              Effective  December 29, 2000,  the Company issued 50,000 shares of
              common  stock at a price of $.16 in exchange  for the  exercise of
              stock options held by certain employees of the Company.










                                       38

<PAGE>
                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 6 -      OPTIONS AND WARRANTS

              Options

              On August 1, 2000, the Company issued options to acquire 2,245,000
              shares of common  stock.  The options were granted to employees of
              the  Company.  The options  were issued with an exercise  price of
              $0.41  per share and then  revalued  at $0.16 per share  effective
              December 29, 2000.  These options vest ratably over a two or three
              year period from the date of grant and all have a maturity of five
              years from the grant date.  The  following  tables  summarize  the
              information regarding stock options at December 31, 2000:
<TABLE>
<S>                                                                               <C>
                      Options outstanding at January 1, 2000                         441,705
                      Options forfeited                                             (396,705)
                      Options granted                                              2,245,000
                      Options expired                                                (45,000)
                      Options exercised                                              (50,000)
                                                                                  ----------
                      Options outstanding at December 31, 2000                     2,195,000
                                                                                  ==========
</TABLE>
<TABLE>
<CAPTION>


                                     Number of         Weighted                        Number of
                                     Options           Average          Weighted       Options           Weighted
                                    Outstanding       Remaining         Average       Exercisable at     Average
                    Exercise         December 31,    Contractual       Exercise         December 31,    Exercise
                       Price          2000            Life             Price            2000             Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                <C>               <C>             <C>              <C>                <C>
              $            0.16         2,195,000            4.58  $          0.16           494,000   $       0.16
</TABLE>

              The Company applies APB Opinion 25 and related  Interpretations in
              accounting for its plan.  Accordingly,  no  compensation  cost has
              been recognized for its stock option plan. Had  compensation  cost
              for the Company's  stock-based  compensation  plan been determined
              based on the fair value at the grant  dates for awards  under such
              plan consistent with the method of FASB Statement 123, "Accounting
              for  Stock-Based  Compensation"  (SFAS No. 123), the Company's net
              loss and basic loss per common share would have been  increased to
              the pro forma amounts indicated below:
<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                                        2000
                                                                                                ------------------
<S>                                                                                             <C>
                      Net loss as reported                                                      $       (7,257,054)
                      Pro forma net loss                                                                (7,558,644)
                      Basic loss per share as reported                                                       (4.35)
                      Pro forma basic loss per share                                                         (4.53)
</TABLE>
              The Company  estimates  the fair value of each stock option at the
              grant date and re-valuation date by using the Black-Scholes option
              pricing model based on the following assumptions:
<TABLE>
<CAPTION>
                                                                                                       2000
                                                                                                ------------------
<S>                                                                                                  <C>
                      Risk free interest rate                                                        5.06% - 6.12%
                      Expected life                                                                      4-5 Years
                      Expected volatility                                                              2.18 - 2.33
                      Dividend yield                                                                           0.0

</TABLE>
                                       39

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 6 -      OPTIONS AND WARRANTS (Continued)

              Warrants

              During  the year ended  December  31,  2000,  the  Company  issued
              warrants  to  acquire  2,100,167  shares  of common  stock.  These
              warrants  were issued at exercise  prices  ranging from $0.1337 to
              $2.00. The warrants issued in 2000 have maturities of one to three
              years.  All warrants issued were to  non-employees of the Company.
              The following tables summarize the information  regarding warrants
              outstanding at December 31, 2000. All the warrants are exercisable
              at December 31, 2000.
<TABLE>
<S>                                                                                             <C>
                      Warrants outstanding at January 1, 2000                                              116,287
                      Warrants granted                                                                   2,100,167
                      Warrants expired                                                                     (94,102)
                      Warrants exercised                                                                   (74,794)
                                                                                                ------------------
                      Warrants outstanding at December 31, 2000                                          2,047,558
                                                                                                ==================

                      Weighted average exercise price of warrants
                        outstanding at December 31, 2000                                        $             1.41
                                                                                                ===================
</TABLE>
<TABLE>
<CAPTION>

                                                              Number of           Weighted
                                                              Warrants            Average             Weighted
                                                            Outstanding at        Remaining           Average
                                                              December 31,      Contractual          Exercise
                      Range of Exercise Prices                2000               Life                Price
                      ------------------------          ------------------  ------------------  ------------------
<S>                   <C>                                       <C>                       <C>   <C>
                      $0.1337 - $0.40                              800,206                0.89  $             0.25
                      $0.75 - $1.00                                185,167                2.90  $             0.77
                      $2.00                                      1,040,000                3.30  $             2.00
                      $15.20 - $40.00                               22,185                0.42  $            23.27
</TABLE>


              The  Company  applies  SFAS No.  123 for  warrants  issued,  which
              requires  the Company to estimate  the fair value of each  warrant
              issued at the grant date by using the Black-Scholes  pricing model
              with the following assumptions:
<TABLE>
<CAPTION>
                                                                                                       2000
                                                                                                  ----------------
<S>                                                                                                  <C>
                      Risk-free interest rate                                                        5.93% - 6.68%
                      Expected life                                                                    1 - 3 Years
                      Expected volatility                                                              1.04 - 2.36
                      Dividend yield                                                                           0.0
</TABLE>

              As a result of applying  SFAS No. 123,  the Company had an expense
              of $3,592,418 during the year ended December 31, 2000. The expense
              is  included  in the  general  and  administrative  amount  in the
              statement of operations.









                                       40

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 7 - OPERATING LEASES

              The  Company  leases two (2)  different  office  facilities  under
              non-cancelable  operating leases expiring in 2004.  Rental expense
              for the year ended  December  31, 2000 was  $134,024.  The Company
              also has  operating  leases on certain  office  equipment.  Office
              equipment  leases  are  generally  for a term of 48 to 60  months.
              Lease expense was $8,040 for the year ended December 31, 2000.

              Future minimum lease payments, by year and in the aggregate, under
              the  non-cancelable  operating  leases with  initial or  remaining
              terms of one year or more are due as follows:
<TABLE>
<CAPTION>

               Year Ending
              December 31,                                                                              Amount
              ------------                                                                      -------------------
<S>           <C>                                                                               <C>
              2001                                                                              $           135,934
              2002                                                                                          136,852
              2003                                                                                          133,648
              2004                                                                                           54,729
              2005 and thereafter                                                                               -
                                                                                                -------------------

                   Total minimum lease payments                                                 $           461,163
                                                                                                ===================
</TABLE>

NOTE 8 - 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,  2000  of   approximately
              $19,200,000 and has experienced  periodic cash flow  difficulties,
              all of which  raise  substantial  doubt  regarding  the  Company's
              ability to continue as a going concern.

              The net loss for the years  ended  December  31, 2000 and 1999 was
              $7,257,054 and $9,925,682,  respectively.  To date the Company has
              funded its operations through a combination of short and long-term
              loans and the private  placement of its common stock.  The Company
              anticipates  another net loss for the year ended December 31, 2001
              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  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.


                                       41

<PAGE>


                       SPORTSNUTS.COM INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 9 - RELATED PARTY TRANSACTIONS

              Effective  February  1,  2000,  the  Company  sold  and  issued  a
              promissory note secured by certain tangible and intangible  assets
              of the Company ("GMI Note") to the Gardner Management, Inc. Profit
              Sharing Plan and Trust, a principal shareholder of the Company, in
              exchange for $450,000 in cash proceeds.  As of August 1, 2000, the
              principal  amount of the GMI Note is  convertible  into  4,500,000
              shares of Common Stock.  On March 31, 2000,  the Company filed the
              GMI Note with the Securities and Exchange Commission as an Exhibit
              to the  Company's  annual report on Form 10-KSB for the year ended
              December 31, 1999.

              Effective  February  4,  2000,  the  Company  sold  and  issued  a
              promissory note secured by certain tangible and intangible  assets
              of the company  ("MCC  Note") to Moore,  Clayton & Co. in exchange
              for $20,000 in cash proceeds.  As of August 1, 2000, the principal
              amount of the MCC Note is convertible into 20,000 shares of Common
              Stock  of the  Company.  A former  director  of the  Company  is a
              principal of Moore, Clayton & Co.

              Effective  July 15,  2000,  the  Company  entered  into a one-year
              consulting agreement with Eslie Barlow, a principal shareholder of
              the  Company,   to  receive  strategic   consulting  and  advisory
              services. The Company issued 200,000 shares of common stock to Mr.
              Barlow in connection with this Agreement.

              Effective  August 7, 2000,  the  Company  sold  500,000  shares of
              common  stock to Eslie  Barlow,  a  principal  shareholder  of the
              Company, at a price of $.10 per share.

              Effective  August 7, 2000,  the Company  issued  500,000 shares of
              common  stock to Eslie  Barlow,  a  principal  shareholder  of the
              Company,  in satisfaction of notes payable and interest due to Mr.
              Barlow valued at approximately $.10 per share.




                                      42

<PAGE>



NOTE 10 - DISCONTINUED OPERATIONS

              Effective  March 1, 2000, the Company  elected to discontinue  its
              direct  sales  operations  and  concentrate  solely on building an
              Internet  portal to the amateur sports market.  The following is a
              summary of the loss from  discontinued  operations  resulting from
              the  elimination  of the direct sales segment of the Company.  The
              financial  statements have been retroactively  restated to reflect
              this event.
<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                         ----------------------------------------
                                                                                2000                   1999
                                                                         ------------------    -----------------
<S>                                                                      <C>                   <C>
              NET SALES                                                  $          41,188     $       1,452,919
                                                                         -----------------     -----------------

              OPERATING EXPENSES

                Cost of sales                                                       34,136             1,787,821
                General and administrative                                         277,990             2,086,504
                Selling and marketing                                              225,932             2,032,542
                Research and development                                            50,421               303,039
                                                                         ------------------    -----------------

                   Total Operating Expenses                                        588,479             6,209,906
                                                                         -----------------     -----------------

              LOSS FROM OPERATIONS                                                (547,291)           (4,756,987)
                                                                         -----------------     -----------------

              OTHER INCOME (EXPENSES)
                Interest expense                                                      (257)               (4,423)
                Other income (expense)                                                 -                    (630)
                Interest income                                                        971                36,366
                                                                         --------------------  ------------------

                  Total Other Income (Expense)                                         714                31,313
                                                                         --------------------  ------------------

              LOSS BEFORE INCOME TAX (EXPENSE)                                    (546,577)           (4,725,674)

              INCOME TAX (EXPENSE)                                                     -                     -
                                                                         ------------------    -----------------

              MINORITY INTEREST                                                        -                  66,804
                                                                         ------------------    -----------------

              LOSS FROM DISCONTINUED OPERATIONS                          $        (546,577)    $     (4,658,870)
                                                                         =================     ================

</TABLE>




                                          43

<PAGE>



Item 8:    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.

           None.


                                    PART III

Item 9:    Directors, Officers, Promoters and Control Persons; 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 33, is the President 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 2001.

     Kenneth Denos, age 33, serves as the Company's President,  General Counsel,
Secretary,  and has been a member of the Board of Directors  since April,  1999.
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

           The Board of Directors held six meetings during the fiscal year ended
December 31, 2000.  Each person who was a director at the time of such  meetings
attended at least 75% of the total  number of meetings of the Board of Directors
held during such period and the total number of meetings held during such period
by all committees of the Board of Directors on which that director served.

           The Company  does not have Audit or  Compensation  Committees  of the
Board of Directors.

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 1999 Stock Option Plan.

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, 2000,  1999,  and 1998 of those  persons who
were the Company's Chief Executive  Officer and other executive  officers of the
Company.


                                       44

<PAGE>

Summary Compensation Table
<TABLE>
<CAPTION>
                                                                                    Long-Term
                            Annual Compensation                                    Compensation
                            -------------------                                    ------------
                                                                                    Securities
        Name and                                                                    Underlying                All Other
   Principal Position             Year         Salary            Bonus               Options                 Compensation
   ------------------             ----         ------            -----               -------              ----------------
<S>                               <C>       <C>            <C>                           <C>              <C>
Kenneth Denos                     2000      $  148,750(1)  $          0                  650,000          $         0
President and CEO                 1999         122,875                0                        0                    0
                                  1998          14,750           10,000                        0                    0

Kenneth Forrest                   2000      $   33,292     $          0                        0          $         0
President                         1999         143,580                0                        0                    0
                                  1998          16,625                0                        0                    0

George Napier                     2000      $        0     $          0                        0          $         0
President and CEO                 1999               0                0                        0                    0
                                  1998               0                0                        0                    0
</TABLE>

(1)  Represents  $64,375 in salary  paid  during  2000 and $86,250 in earned but
unpaid salary during 2000.


Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>

                                                          Percentage of
                                                          Total Options
                            Number of Securities           Granted to
                                 Underlying                 Employees          Exercise Price          Expiration
Name                           Options Granted           in Fiscal Year           per Share               Date
----                           ---------------           --------------           ---------               ----
<S>                                <C>                       <C>                    <C>                 <C>
Kenneth Denos                      650,000                   28.95%                 $0.16               07/31/05
Kenneth Forrest                       0                         -                     -                     -
George Napier                         0                         -                     -                     -
</TABLE>

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

<TABLE>
<CAPTION>
                                                               Number of Unexercised             Value of Unexercised
                                                                      Options                    In-the-Money Options
                                                               at December 31, 2000            at December 31, 2000 (1)

                         Shares Acquired       Value
Name                       On Exercise        Realized      Exercisable / Unexercisable      Exercisable / Unexercisable
----                       -----------        --------      ---------------------------      ---------------------------
<S>                            <C>              <C>                  <C>                                  <C>
Kenneth Denos                   0                0                   200,000/0                            0/0
Kenneth Forrest                 0                0                       0                                0/0
George Napier                   0                0                       0                                0/0
</TABLE>

(1) Based on the closing sales price of the Common Stock on the NASD  Electronic
Bulletin Board on December 31, 2000 of $0.156.


                                       45

<PAGE>
Item 11: Security Ownership of Certain Beneficial Owners and Management.

SportsNuts.com International, Inc.

        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 February 1, 2001, 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 2000, and
(iii) all  persons who have  served as a director  or  executive  officer of the
Company  during the calendar year 2000 as a group.  As of such date, the Company
had 3,889,301 shares of Common Stock  outstanding.  Unless indicated  otherwise,
the address for each officer,  director,  and 5% shareholder is c/o the Company,
10421 South 500 West, Suite 550, Salt Lake City, Utah 84095.


SPORTSNUTS.COM INTERNATIONAL, INC.
<TABLE>
<CAPTION>
                                              Common Stock
                                              ------------
              Directors, Executive Officers,
                      5% Stockholders                                Number                 Percent of Class(1)
                      ---------------                                ------                 ----------------
<S>                                                                 <C>                           <C>
Kenneth Denos(2)                                                    200,000                        4.89%
Kenneth Forrest(3)                                                   40,905                        1.05%
George Napier(4)                                                       -                            -
Gardner Management, Inc. Profit Sharing Plan and                  5,246,395                       57.48%
Trust(5)
Christopher Holly(6)                                                766,668                       19.38%
Eslie Barlow(7)                                                     969,983                       24.94%
Terry & Marta Malloy as Joint Tenants(8)                            700,000                       15.25%
Alain Saman(9)                                                      350,000                       8.26%
Daniel Klibanoff(10)                                                406,328                       9.66%
                                                                   ---------                     ------
All directors and officers as a group                               240,905                       5.89%
(3 persons)

</TABLE>

(1) For each shareholder,  the calculation of percentage of beneficial ownership
is based upon  3,889,301  shares of Common Stock  outstanding  as of February 1,
2001, 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) President,  Secretary, and Director of the Company.  Includes 200,000 shares
of Common  Stock  issuable  upon  exercise of options held by Mr. Denos that are
currently  exercisable  or will  become  exercisable  within  60 days.  Excludes
450,000  shares of Common Stock  issuable  upon  exercise of options held by Mr.
Denos that are not currently  exercisable and will not become exercisable within
60 days.

(3) Former  President  and Director of the Company.  Includes  40,905  shares of
Common  Stock  held by the  Forrest  Group,  LLC,  of  which  Mr.  Forrest  is a
principal.

(4) Former Chief Executive Officer and Director of the Company.

(5) Principal Shareholder of the Company.  Includes 5,895 shares of Common Stock
held  directly  by  Gardner  Management,  Inc.  Profit  Sharing  Plan and Trust,
5,220,000  shares of Common Stock  issuable  upon the exercise of a  Convertible
Promissory  Note held by the Trust,  and 18,500 shares of Common Stock  issuable
upon the exercise of warrants held by the Trust.

                                      46
<PAGE>


(6) Principal  Shareholder  of the Company.  Includes  700,001  shares held
directly  by Mr.  Holly and  66,667  shares of Common  Stock  issuable  upon the
exercise  of  warrants  held by Mr.  Holly.

(7) Principal  Shareholder  of the Company.  Includes  969,983  shares held
directly by Mr. Barlow.

(8) Principal  Shareholders  of the Company.  Includes  200,000 shares of Common
Stock  issuable  upon the  conversion  of  Preferred  Stock held by Mr. and Mrs.
Malloy and 500,000 shares of Common Stock issuable upon the exercise of warrants
held by Mr. and Mrs. Malloy.

(9) Principal  Shareholder  of the Company.  Includes  100,000  shares of Common
Stock  issuable  upon the  conversion  of Preferred  Stock held by Mr. Saman and
250,000  shares of Common Stock  issuable  upon the exercise of warrants held by
Mr. Saman.

(10)  Principal  Shareholder  of the Company.  Includes  25,155 shares of Common
Stock held  directly by Mr.  Klibanoff and 65,491 shares of Common Stock held by
InfoDirect, Inc., an Alabama corporation in which Mr. Klibanoff is a controlling
shareholder.  Also  includes  215,682  shares of Common Stock  issuable upon the
exercise of a Convertible  Promissory  Note held by Mr.  Klibanoff,  and 100,000
shares of Common  Stock  issuable  upon the  exercise  of  warrants  held by Mr.
Klibanoff.

SportsNuts.com, Inc.
--------------------
        The Company  currently holds a controlling  interest in  SportsNuts.com,
Inc., a privately-held  Delaware corporation  ("SNC").  During 2001, the Company
intends to acquire  100% of the shares of SNC  Common  Stock.  Pursuant  to this
proposed share acquisition,  the Company  anticipates issuing 0.032745 shares of
the Company's Common Stock in exchange for each share of SNC common stock.

        The  following  table  sets  forth  certain  information  regarding  the
beneficial  ownership  of SNC common  stock  (par value  $0.001 per share) as of
February 1, 2001,  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 2000,  and (iii) all
persons who have served as a director or executive officer of the Company during
the calendar year 2000 as a group. As of such date, SNC had 15,900,742 shares of
common  stock  outstanding,  73.47%  of which  was held by the  Company.  Unless
indicated otherwise, the address for each officer,  director, and 5% shareholder
is c/o the Company, 10421 South 500 West, Suite 550, Salt Lake City, Utah 84095.

<TABLE>
<CAPTION>
SPORTSNUTS.COM, INC.                                                                Common Stock
                                                                                    ------------
                Directors, Executive Officers,
                       5% Stockholders                                   Number                 Percent of Class(1)
                       ---------------                                   ------                 ----------------
<S>                                                                     <C>                          <C>
Kenneth Denos(2)                                                        183,713                      1.16%
Kenneth Forrest(3)                                                       15,000                        **
George Napier(4)                                                           -                           -
Gardner Management, Inc. Profit Sharing Plan and Trust(5)                  -                           -
Christopher Holly(6)                                                       -                           -
Eslie Barlow(7)                                                            -                           -
Terry & Marta Malloy as Joint Tenants(8)                                   -                           -
Alain Saman(9)                                                             -                           -
Daniel Klibanoff(10)                                                       -                           -
                                                                    -----------                    -------
All directors and officers as a group                                   198,713                      1.25%
(3 persons)
</TABLE>


** Less than one percent

                                      47

<PAGE>




(1) For each shareholder,  the calculation of percentage of beneficial ownership
is based upon 15,900,742  shares of SNC common stock  outstanding as of February
1, 2001,  and shares of SNC common stock  subject to options or warrants 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 or warrants.  The percentage  ownership of any
shareholder  is determined by assuming  that the  shareholder  has exercised all
options  and  warrants to obtain  additional  SNC  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 SNC common stock shown as  beneficially  owned by them,
subject to applicable community property laws.

(2) President,  Secretary, and Director of the Company.  Includes 183,713 shares
of SNC common stock held directly by Mr. Denos.

(3) Former President and Director of the Company.  Includes 15,000 shares of SNC
common stock held directly by Mr. Forrest.

(4) Former Chief Executive Officer and Director of the Company.

(5) Principal Shareholder of the Company

(6) Principal Shareholder of the Company.

(7) Principal Shareholder of the Company.

(8) Principal Shareholder of the Company.

(9) Principal Shareholder of the Company.

(10) Principal Shareholder of the Company.


CHANGE OF CONTROL

        Effective  February 1, 2000,  the Company  sold and issued a  promissory
note secured by certain  tangible and intangible  assets of the Company ("Note")
in exchange for $450,000 in cash  proceeds.  As of February 1, 2001, the balance
of the Note,  including  interest as accrued,  was  convertible  into  5,220,000
shares of Common Stock of the Company.  On March 30, 2000, the Company filed the
Note and its accompanying  Security  Agreement  ("Security  Agreement") with the
Securities and Exchange  Commission as an Exhibit to the Company's annual report
on Form 10-KSB for the year ended December 31, 1999.

        Presently,  the Company is in default with respect to the Note and risks
the sale and disposition of critical  tangible and intangible  assets comprising
the collateral under the Security Agreement. Effective May 30, 2000, in exchange
for a temporary  forbearance of the Note holder to exercise its rights under the
Security Agreement, the Company amended the Note (hereafter, the "Amendment") to
grant  voting  rights to the  holder of the Note with  respect  to the number of
shares reserved for issuance in the event of a conversion of the Note.

        As of February  1, 2001,  the  Company  had  3,889,301  shares of voting
Common  Stock issued and  outstanding.  The  Amendment  gave the Note holder the
right to vote all  5,220,000  shares of Common Stock  reserved for issuance from
the conversion of the Note, without requiring  conversion thereof.  The exercise
of these  voting  rights  will  enable the Note  holder to take  action  with or
without a meeting  of the  stockholders,  on any such  items that would be voted
upon by the  stockholders  at a meeting duly called and convened  under Delaware
law, including,  without limitation,  the election of the Board of Directors.  A
copy of the  Amendment  was  filed  as an  exhibit  to Form  8-K as filed by the
Company with the Securities and Exchange Commission on June 15, 2000.


Item 12: Certain Relationships and Related Transactions.

        Effective  April  15,  1999,  the  Company  entered  into  a  consulting
agreement with Moore,  Clayton & Co., a private investment and advisory firm, to
receive strategic financial and marketing consulting services.

                                   48

<PAGE>



The agreement, now terminated, provided for a retainer of $5,000 per month, with
consulting  services to be drawn  against  the  retainer at the rate of $200 per
hour. Anthony Moore, former Executive Co-Chairman of the Company, is a principal
of Moore, Clayton & Co.

        Effective  July 1, 1999,  the Company  entered into a second  consulting
agreement  with  Moore,  Clayton  & Co.,  to run  concurrently  with  the  first
agreement   described  in  the  paragraph  above.  The  second  agreement,   now
terminated,  provided for a cash payment of $10,000 per month and  reimbursement
of expenses as they are incurred. Anthony Moore, former Executive Co-Chairman of
the Company, is a principal of Moore, Clayton & Co.

        Effective  February 1, 2000,  the Company  sold and issued a  promissory
note  secured by certain  tangible and  intangible  assets of the Company to the
Gardner Management,  Inc. Profit Sharing Plan and Trust, a principal shareholder
of the Company,  in exchange for $450,000 in cash proceeds  ("GMI Note").  As of
February  1,  2001,  the  GMI  Note,  together  with  interest  as  accrued,  is
convertible  into  5,220,000  shares of Common  Stock.  On March 30,  2000,  the
Company  filed the GMI Note with the  Securities  and Exchange  Commission as an
exhibit  to the  Company's  Annual  Report  on Form  10-KSB  for the year  ended
December 31, 1999.

        Effective July 15, 2000, the Company entered into a consulting agreement
with Eslie Barlow ("Barlow Agreement"),  a principal shareholder of the Company.
The  agreement  (as amended and  restated)  provided for the issuance of 250,000
shares of Common  Stock for services  rendered to the  Company.  On November 29,
2000,  the Company  filed the amended and  restated  Barlow  Agreement  with the
Securities and Exchange  Commission as an Exhibit to the Company's  Registration
Statement on Form S-8.

        Effective  August 7, 2000, the Company sold and issued  1,000,000 shares
of Common Stock to Eslie  Barlow,  a principal  shareholder  of the Company,  in
exchange for $50,000 in cash proceeds and the  conversion of certain  promissory
notes issued by the Company to Mr. Barlow in the aggregate  principal  amount of
approximately $42,000.

        Effective  January 3, 2001,  the  Company  entered  into an  advertising
services  agreement  with  Christopher  Holly,  a principal  shareholder  of the
Company ("Holly Agreement"). The agreement provided

                                   49

<PAGE>



for the  promotion  of the  Company's  products  and  services  by Mr.  Holly in
exchange  for the  issuance of  warrants to acquire up to 600,000  shares of the
Company's  Common Stock at an exercise price of $0.083 per share. On January 10,
2001,  the Company filed the Holly  Agreement  with the  Securities and Exchange
Commission as an Exhibit to the Company's Registration Statement on Form S-8.

     Beginning in April,  1999 and continuing  throughout  1999 until the end of
the year 2000, the Company has granted options to various  officers,  directors,
employees,  and service providers of the Company to purchase 2,290,000 shares of
its Common Stock pursuant to the Company's 1999 Stock Option Plan ("Plan").  The
Company  believes that the options granted under the Plan are exempt from regis-
tration under the Securities Act of 1933 pursuant to Section 4(2) of such Act.

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 HJ & Associates, 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 HJ & Associates, 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,
2000.


                                        50

<PAGE>



INDEX TO EXHIBITS
<TABLE>
<CAPTION>

    Number                                                    Exhibits
<S>   <C>              <C>
      3.1              Amended and Restated Certificate of Incorporation of
                       SportsNuts.com International, Inc., a Delaware corpora-
                       tion.(1)

      3.2              Amended and Restated Bylaws of SportsNuts.com Interna-
                       tional, Inc., a Delaware orporation.(2)

     10.1              Convertible Promissory Note and Security Agreement among
                       Gardner Management Profit Sharing Plan and Trust,
                       SportsNuts.com, Inc., Sportzz.com, Inc., and the
                       Company, including amendments, dated February 1, 2000.(3)

     10.2              Employment Agreement with Kenneth Denos dated November
                       16, 1998.(4)

     10.3              Consulting Agreement with Mark Johnson dated November
                       22, 2000.(9)

     10.4              Advertising Services Agreement with Christopher Holly
                       dated January 3, 2001.(10)

     10.5              SportsNuts.com International, Inc. 1999 Stock Option
                       Plan. (11)

     21.1              Subsidiaries of the Registrant.(12)

     27.1              Financial Data Schedule
</TABLE>

---------------

(1) Filed as an  Exhibit  to the  Company's  report on Form 8-K,  filed with the
Commission on April 20, 1999.

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

(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 19, 1999.


                                      51


<PAGE>

(5) Filed as an Exhibit to Form S-8 filed with the  Commission  on December  21,
2000.


(6) Filed as an Exhibit to Form S-8 filed with the  Commission  on January  11,
2001.

(7) Filed as an Exhibit to the Company's Quarterly Report on Form 10-QSB, filed
with the Commission on November 15, 1999.

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

                                        52

<PAGE>


                                    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.COM INTERNATIONAL, INC


Dated: March 22, 2001                     By:   /s/ Kenneth I. Denos
                                          --------------------------------
                                                    Kenneth I. Denos
                                                    President


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the Company and in the  capacities and on
the dates indicated.

<TABLE>
<CAPTION>
     Signature              Title                          Date
     ---------              -----                          ----
<S>                         <C>                            <C>
 /s/ Kenneth I. Denos       President and sole Director    March 22,2001
---------------------      (Principal Executive Officer)
                           (Principal Financial and Accounting
                            Officer)
</TABLE>



                                       53