SECURITIES AND EXCHANGE COMMISSION

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

                                   FORM 10-KSB/A

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

                   For the fiscal year ended December 31, 2001
                                             -----------------

                                                        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, 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

                       SPORTSNUTS.COM INTERNATIONAL, INC.
        (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, 2001 were
$264,529.

     The  aggregate   market  value  of  the  Company's  voting  stock  held  by
non-affiliates  computed by reference to the closing price as quoted on the NASD
Electronic  Bulletin Board on March 1, 2002 was  approximately  $1,337,133.  For
purposes of this  calculation,  voting  stock held by officers,  directors,  and
affiliates has been excluded.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date.  As of March 1, 2002,  the
Company had outstanding  51,571,086 shares of common stock, par value $0.002 per
share.


                       DOCUMENTS INCORPORATED BY REFERENCE

      None.


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










<PAGE>



                                TABLE OF CONTENTS

Part I
      Item 1 - DESCRIPTION OF BUSINESS.........................................1
               CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS...............1
      Item 2 - DESCRIPTION OF PROPERTY........................................12
      Item 3 - LEGAL PROCEEDINGS..............................................13
      Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............13

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............................15
      Item 7 - FINANCIAL STATEMENTS...........................................20
      Item 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE.......................................49

Part III
      Item 9 - DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT..................................49
      Item 10 - EXECUTIVE COMPENSATION........................................50
      Item 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT..............................................................51
      Item 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................53
      Item 13 - EXHIBITS AND REPORTS ON FORM 8-K..............................53

SIGNATURES....................................................................55







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

     Default in Capital Computer Lease. The Company's  wholly-owned  subsidiary,
Sports Management  Partners,  Inc. ("SMP"), is presently in default with respect
to a capital  computer  lease with IBM Credit Corp.  signed on May 31, 2001. The
lease concerns various computer hardware  components leased by SMP in connection
with efforts to provide hardware  management  solutions to sports  organizations
but does not include  hardware  used by the Company with respect to its Internet
technology  solutions or the Company's Local Area Network.  To date, SMP has not
generated any revenue.  Although SMP is presently  attempting to restructure the
lease on more  favorable  terms,  the  possible  repossession  of such  computer
hardware will  substantially  inhibit the Company's  ability to provide hardware
management solutions and other hardware related services through SMP.

     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"  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.


                                        2

<PAGE>



     Additional Financing Required.  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.

     Company Not  Currently  Profitable.  The Company was  organized on July 12,
1996.  Since the date of its  inception,  the Company has  incurred  substantial
losses and has not yet generated a profit. 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.

     Revenues Subject to Seasonal Fluctuation.  The Company expects that it will
experience a sharp increase in commercial  activity during the spring and winter
months,  principally due to spring recreational  athletic leagues,  tournaments,
and events operating during that period.  During the winter months, winter games
events, basketball tournaments, leagues, and events, and other winter events are
expected  to  generate  increases  in revenue as compared to the summer and fall
periods.  There can be no  assurance  that the Company can decrease its selling,
general,  and  administrative  expenses during periods of decreased  revenue and
that the  Company's  results of  operations  during  these  periods  will not be
materially adversely affected.

     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
utilizing   its   Internet   properties,   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 Internet properties.  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.

     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

                                       3

<PAGE>



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.

     Risk  of  Computer   System   Failure.   The  success  of  the  Company  is
substantially dependent upon its ability to deliver high quality,  uninterrupted
access to its technology  applications,  which requires that the Company protect
its computer  hardware and software systems and the data and information  stored
in connection therewith. The Company's systems are vulnerable to damage by fire,
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  Internet  properties.  The  occurrence of any of these
risks could have a material adverse effect upon the Company's business,  results
of operations, and financial condition.

     Electronic Data Transmission  Security Risks. A significant  barrier to the
electronic transmission of confidential data over the Internet is the perception
that such  data may not be  secure.  The  Company  relies  upon  encryption  and
authentication  technology  to provide the security  necessary to effect  secure
transmissions  of  confidential  information.  There  can be no  assurance  that
advances in decryption  technology,  computer espionage,  and other developments
will not result in a breach or compromise of the algorithms  used by the Company
to protect  transaction data of persons accessing the Web Site or other Internet
properties of the Company,  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  technology  platform  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  technology
applications do 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 online registration
system, statistical information system, and the league management system are not
protected by any copyright or patent, and

                                        4

<PAGE>



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
services: (i) vitamins,  minerals,  and herbal supplements;  (ii) sporting goods
and apparel; (iii) Internet communication,  education,  and entertainment;  (iv)
miscellaneous goods and services.  Currently 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 2001,  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  could seek to require that the Company  obtain a
license  from them or require  the  Company to change its name,  either of which
could entail  substantial costs.  Additionally,  if the Company were requried to
change its name,  it could lose all goodwill  associated  with the  "SportsNuts"
mark. In addition,  future products and services offered by the Company may need
to be marketed under different names if the mark  "SportsNuts"  causes confusion
with another  trade name being used by another  company.  The Company could also
incur  substantial  costs to defend any legal action  taken  against the Company
pursuant to a trademark or service mark dispute. If any legal action against the
Company, its asserted  trademarks,  or service marks should be found to infringe
upon  intellectual  property  rights  of a third  party,  the  Company  could be
enjoined from further  infringement and could be required to pay damages. In the
event a third party were to sustain a valid claim  against the  Company,  and in
the event a required  license  were not  available  on  commercially  reasonable
terms,  the Company's  financial  operations and results of operations  could be
materially  adversely  affected.  Litigation,  which could result in substantial
cost to and  diversion of  resources  of the  Company,  may also be necessary to
enforce  intellectual  property  rights of the  Company or to defend the Company
against claimed infringements of the rights of others.

     Competition and Technological  Change.  The market for computer  technology
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  and new  operations
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

                                        5

<PAGE>



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 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
little or no trading  volume in the  Company's  shares and no  analysts  or NASD
market makers actively follow the Company.

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

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

     Securities  Eligible for Public  Trading.  Of the 51,571,086  shares of the
Company's Common Stock  outstanding at March 1, 2002,  approximately  22,000,000
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

                                        6

<PAGE>



of  the  Common  Stock.  The Company  has  also filed a  registration  statement
with  respect to its 2000 Stock  Option  Plan,  the result of which could be the
sale of a significant  number of shares in the public market,  and consequently,
an adverse effect upon the public trading price of the Company's Common Stock.

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

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

     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.


                                        7

<PAGE>



BUSINESS OVERVIEW
-----------------

DESCRIPTION OF BUSINESS

     SportsNuts,  Inc.  (the  "Company")  is a sports  management  and marketing
company,  with a focus on community-based  amateur  athletics,  providing unique
solutions to the  challenges  faced by athletes and the  organizations  in which
they participate. The Company helps organize and manage a wide variety of sports
events,  providing online registration and merchandise sales, event sponsorship,
event coordination,  and targeted promotion using technology and strategic media
relationships.   The  Company  is  the  emerging  technology  leader  in  sports
information  systems and the only  organization  of its kind to  complement  its
technology  solutions with offline marketing,  sales, and support. The Company's
mission is to become the  ultimate  resource  for  amateur and  community  event
coordinators, administrators, athletes, fans and coaches.

     The Company seeks to make events more profitable and efficient by promoting
such events through various media channels,  attracting corporate  sponsorships,
and providing  technology tools to decrease  administrative and personnel costs.
The Company also provides  additional  avenues for revenue  generation,  such as
merchandise sales through the Company's online sports mall.

     The Company  also  provides  technology-based  services to sports and other
organizations  through  Synerteck   Incorporated,   the  Company's  wholly-owned
subsidiary  ("Synerteck").   Synerteck  offers  a  wide  variety  of  technology
services, including web site design, programming, and hosting, wide area network
or local area network  configuration,  hardware  lease  brokering,  and hardware
configuration.

BUSINESS FOCUS

     The  Company  targets  organized  sports  events  with its  broad  range of
marketing and technology  services to increase  consumer  satisfaction,  athlete
participation,  corporate involvement, and purchasing opportunities. Through its
relationships with radio, print, and direct mail providers, the Company seeks to
create   increased   awareness  of  participating   events  within   surrounding
communities.  Through its Internet properties, the Company provides online event
registration  and  merchandise  sales,  event  website  hosting,   and  targeted
promotion from banner advertising and the issuance of targeted e-mails to sports
participants who have requested  information  about upcoming sporting events. In
addition, through its affiliations with resorts, hotels, restaurants,  and other
leisure  service   providers,   the  Company  also  seeks  to  offer  discounts,
promotions,  and  giveaways  that  constitute a  substantial  incentive to event
participants,  thereby increasing the allure of events sponsored by the Company.
Event  administrators  can access  and  download  customizable  reports on their
events,  requesting a full financial  breakdown or simply creating a report that
displays the name and t-shirt size of each participant.


TECHNOLOGY DEVELOPMENT

     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.

                                        8

<PAGE>



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.

MARKET ANALYSIS/OPPORTUNITIES

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

     The Reach of Amateur  Sports.  Amateur  sports in the  United  States has a
massive   following,   estimated  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.  The administration of amateur sports
organizations  and events and the information  management of amateur sports data
lend  itself to unique  marketing  approaches  that can be  greatly  facilitated
through  various  web-  based   solutions,   but  are  currently  not  addressed
efficiently by any single organization.

                                        9

<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

                                       10

<PAGE>



amateur  sports.  Many  of  these  adults  also  participate   in   recreational
sports themselves. The Company believes that an additional 12 million adults who
participate in  recreational  sports do not currently  have children  engaged in
amateur sports.  Accordingly,  the Company estimates that 44 million U.S. adults
follow a child who participates in amateur sports and/or personally  participate
in adult recreational sports.

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


INTELLECTUAL PROPERTY

     The Company has  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  2001,  the Company has not
vigorously pursued finalization of its trademark  applications and the status of
such  applications and any protections  available  therefrom is substantially in
doubt.

     The Company's online registration,  statistical information system, and the
league management  systems 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 any of these  systems.  Although the
Company  believes  that  copyright  and patent  protection  for these systems is
either  cost  prohibitive  or  unnecessary,  it may be wrong.  If the Company is
wrong,  it could face  unexpected  expenses  pursuing,  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  could seek to require that the Company obtain a license from them or
require the Company to change its name, either of which could entail substantial
costs.  Additionally,  if the Company were requried to change its name, it could
lose all goodwill  associated with the  "SportsNuts"  mark. In addition,  future
products  and  services  offered by the Company  may need to be  marketed  under
different  names if the mark  "SportsNuts"  causes  confusion with another trade
name being used by another  company.  The Company  could also incur  substantial
costs to defend  any legal  action  taken  against  the  Company  pursuant  to a
trademark or service mark dispute.  If, 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

                                       11

<PAGE>



Company, may also be necessary  to  enforce intellectual property rights of the
Company or to defend the Company against claimed infringements of the rights of
others.


GOVERNMENT REGULATION

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


EMPLOYEES

     As of March 1,  2002,  the  Company  employed  twelve  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  information  technology
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 $6,581.11 per month on a five-year  lease  beginning  April 15,
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.



                                       12

<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. The parties have  scheduled a pre-trial  hearing on May 3, 2002
and a bench trial on May 30, 2002.


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

     None.




                                       13

<PAGE>



                                    PART II.


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

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

       (1)  Market Information.

     The Company's Common Stock is listed on the NASD Electronic  Bulletin Board
("Bulletin  Board") under the symbol "SPCI." The Company's stock has been traded
on the Bulletin Board since  approximately  January,  1997. As of March 1, 2002,
there was no active public market for the Company's  Common Stock. The following
table sets forth,  for the  periods  indicated,  the high and low closing  sales
prices,  as to Bulletin  Board  prices of shares of the  Company's  Common Stock
during the calendar year ended December 31, 2001:

<TABLE>
<CAPTION>
                                         High                         Low
                                         ----                         ---
<S>                                    <C>                         <C>
Fourth Quarter 2001                     $ 0.05                      $ 0.02
Third Quarter 2001                      $ 0.07                      $ 0.02
Second Quarter 2001                     $ 0.32                      $ 0.03
First Quarter 2001                      $ 0.516                     $ 0.047
</TABLE>

     The following table sets forth, for the periods indicated, the high and low
closing  sales  prices,  as to Bulletin  Board prices of shares of the Company's
Common Stock during the calendar year ended December 31, 2000 and adjusted for a
1 for 20 reverse stock split effective June 20, 2000:

<TABLE>
<CAPTION>
                                          High                         Low
                                          ----                         ---
<S>                                    <C>                         <C>
Fourth Quarter 2000                     $ 2.50                      $ 0.156
Third Quarter 2000                      $ 1.25                      $ 0.41
Second Quarter 2000                     $ 8.125                     $ 0.844
First Quarter 2000                      $ 25.00                     $ 4.375
</TABLE>

       (2)  Holders.

     As of March 1, 2002,  the Company had  approximately  368  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.


                                       14

<PAGE>



    (b) Recent Sales of Unregistered Securities.

     Effective October 31, 2001, the Company issued 286,850 shares of its Common
Stock in exchange for the  cancellation of a debt owed by the Company of $28,685
to an  accredited  investor.  No  underwriting  discounts  were given or paid in
connection with the  transaction.  The Company believes that the transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

     Effective  November  15,  2001  through  December  31,  2001,  the  Company
commenced  a private  offering  of  16,500,000  of its  shares of Common  Stock,
together with warrants to purchase  8,500,000  shares of Common Stock,  to eight
accredited  investors in exchange for  $165,000 in cash  proceeds.  The warrants
granted thereunder are exercisable at an exercise price of $0.03 for a period of
two years from November 15, 2001. No underwriting  discounts or commissions were
given or paid in connection with these  transactions.  The Company believes that
the 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  November 15, 2001, the Company converted interest of $122,680 as
accrued on a  promissory  note issued by the  Company and held by an  accredited
investor into 12,268,000  shares of restricted  Common Stock of the Company.  No
underwriting  discounts were given or paid in connection with this  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.

     As of  December  31,  2001,  the  Company  has  granted  options to various
officers, directors, employees, and service providers of the Company to purchase
9,645,000 shares of its Common Stock pursuant to the Company's 2000 Stock Option
Plan ("Plan").  The Company believes that the options granted under the Plan are
exempt from  registration  under the  Securities Act of 1933 pursuant to Section
4(2) of such Act.

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

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

Overview

     SportsNuts is a sports  management and marketing  company,  with a focus on
community-based amateur athletics,  providing unique solutions to the challenges
faced by athletes and the organizations in which they  participate.  The Company
helps  organize and manage a wide  variety of sports  events,  providing  online
registration and merchandise sales, event sponsorship,  event coordination,  and
targeted  promotion  using  technology and strategic  media  relationships.  The
Company is the emerging technology

                                       15

<PAGE>



leader in sports information  systems and  the  only organization of its kind to
complement its technology solutions with offline  marketing, sales, and support.
The Company's mission  is  to become  the ultimate resource for amateur and com-
munity event coordinators, administrators, athletes, fans and coaches.

     The Company seeks to make events more profitable and efficient by promoting
such events through various media channels,  attracting corporate  sponsorships,
and providing  technology tools to decrease  administrative and personnel costs.
The Company also provides  additional  avenues for revenue  generation,  such as
merchandise sales through the Company's online sports mall.

     The Company  also  provides  technology-based  services to sports and other
organizations  through  Synerteck   Incorporated,   the  Company's  wholly-owned
subsidiary  ("Synerteck").   Synerteck  offers  a  wide  variety  of  technology
services, including web site design, programming, and hosting, wide area network
or local area network  configuration,  hardware  lease  brokering,  and hardware
configuration.

     The  Company's  principal  sources  of  revenues  are (i)  online  services
targeted to sports  organizations and their members,  (ii) offline  promotional,
management, and sponsorship services provided in connection with community-based
sports events, and (iii) information technology consulting services. The ability
to generate revenues during the year 2002 and beyond depends  substantially upon
the Company's resources available in order to market to and engage organizations
and their members to receive these services.  Such efforts  require  significant
systems  development,  marketing and personnel costs,  which, in turn,  requires
substantial  funding.  If the  Company  is unable to obtain  such  funding,  its
ability to generate revenues will be significantly impaired.

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

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

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

Results of Operations

     Following  is  management's  discussion  of the  relevant  items  affecting
results of  operations  for the years  ended  December  31,  2001 and 2000.  The
balances  discussed  below include both results from  continuing  operations and
from operations that were discontinued  during the year ended December 31, 2000,
as  indicated  in  Note  9  of  the  footnotes  to  the  consolidated  financial
statements.


                                       16

<PAGE>



     Revenues.  The Company  generated net revenues of $264,529  during the year
ended December 31, 2001, which represents a 542% increase compared to $41,188 in
net  revenues  during  the  year  2000.  This  increase  was due to sales of the
Company's online services,  sports event management and promotion revenues,  and
information  technology consulting revenues.  The Company anticipates that these
three areas will  constitute the principal  source of the Company's  revenue for
the foreseeable future.

     Cost of Sales.  Cost of sales for the year  ended  December  31,  2001 were
$109,067 a 220%  increase  from $34,136  during the year 2000.  This increase is
attributable  to expenses  incurred  pursuant to the  delivery of the  Company's
online registration services,  sports event management and promotional services,
and sales commissions paid in connection with technology consulting projects.

     General and Administrative  Expenses.  General and administrative  expenses
for the year ended  December  31,  2001 were  $1,303,964,  a 78%  decrease  from
$5,934,129  during the year  2000.  This  decrease  was  principally  due to the
recognition of $3,592,418 in expenses  relating to issuances of warrants  during
the year 2000.  Management  continues  to make a  concerted  effort to  decrease
certain costs  associated  with  personnel  salaries and benefits,  professional
fees, contract labor, and rent and  occupancy-related  expense.  Payroll expense
and  professional  fees  accounted  for  approximately  $335,344  and  $307,030,
respectively, of general and administrative expenses during 2001, as compared to
$1,414,478 and $499,393 during 2000.

     Selling and Marketing Expenses. Selling and marketing expenses for the year
ended December 31, 2001 were $671,624, a 27% decrease from $924,208 during 2000.
This 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.  The Company  anticipates  that selling and marketing
expenses in the future will  increase as a sales  channel to the amateur  sports
organizations  throughout  the United  States is  developed.  The  Company  also
continues to focus on the sales of its technology consulting services.

     Product  Development.  Product research and development  expenditures  were
$208,884 during the year ended December 31, 2001, as compared to $304,009 during
2000, a decrease of 31%. Product  development  expenses related to the Company's
Internet  services  consist  primarily of payroll,  software  and  systems,  and
related  costs for  programmers  and software  developers.  Product  development
expenses related to the Company's  information  technology  consulting  consists
primarily of payroll and systems  development for the web site hosting services.
Where appropriate,  the Company capitalizes certain systems development costs in
accordance with generally accepted accounting  principles.  The Company believes
that  significant  investments  in product  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).  The Company had net other income of $325,770 for
the year ended  December  31,  2001  compared  to net other  expense of $101,760
during 2000.  This income was  generated  principally  from the  forgiveness  of
certain  accounts payable by creditors of the Company in exchange for structured
cash  payments  or cash  settlements  for  less  than  the  face  amount  of the
obligations.  Expenses  incurred in this  category were  comprised  primarily of
interest  expenses  related to balances on Company  credit  cards and short term
loans.

Liquidity and Capital Resources

     As of  December  31,  2001,  the  Company's  primary  source  of  liquidity
consisted of $84,859 in cash and cash equivalents. The Company holds most of its
cash reserves in local sweep accounts with local financial  institutions.  Since
inception,  the Company has financed its  operations  through a  combination  of
short and  long-term  loans,  and through the  private  placement  of its Common
Stock.

                                       17

<PAGE>




     The Company has sustained  significant net losses which have resulted in an
accumulated  deficit  at  December  31,  2001 of  $20,901,212  and is  currently
experiencing  a  substantial  shortfall in operating  capital which raises doubt
about the Company's ability to continue as a going concern. The net loss for the
years  ended  December  31,  2001  and  2000  was  $1,703,240  and   $7,257,054,
respectively. The Company anticipates a net loss for the year ended December 31,
2002 and with the expected  cash  requirements  for the coming  months,  without
additional  cash inflows from an increase in revenues  combined  with  continued
cost-cutting or a receipt of cash from capital investment,  there is substantial
doubt as to the Company's ability to continue operations.

     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 has made  substantial  progress in developing  its business and
revenue  models over 2001. In addition,  the Company has  implemented  stringent
cost-cutting efforts and is presently working with sources of investment capital
to fund operating  losses until the Company  reaches  profitability.  Presently,
however,  the Company  believes that its capital  resources are insufficient for
ongoing operations,  with minimal current cash reserves. The Company will likely
require considerable  amounts of financing to make any significant  advancements
in its  business  strategy.  There is  presently  no agreement in place with any
source of financing and,  although  management is optimistic about the Company's
ability to secure investment, 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
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.

Acquisition of Sports Management Company

     Effective  April 15, 2001,  the Company signed an agreement to aquire Rocky
Mountain Sports Alliance,  Inc.  ("RMSA"),  a sports  management firm located in
Salt Lake City,  Utah. The RMSA currently holds the rights to a number of sports
events  throughout  Utah  and the  surrounding  intermountain  area.  Management
believes  that the addition of the RMSA to the  Company's  technology  solutions
gives  SportsNuts a unique position in the amateur sports industry in being able
to provide  offline  as well as online  support  to teams,  leagues,  and sports
organizations.  The Company also  anticipates  that its online  revenues will be
enhanced by the  value-added  services that the RMSA provides to its  affiliated
events and participating organizations. During the year ended December 31, 2001,
the RMSA generated $195,349 in net revenues. The Company filed a report with the
Securities and Exchange  Commission on Form 8-K on June 5, 2001  summarizing the
acquisition of the RMSA.

Creation of Consulting Subsidiaries

     During the second  quarter of 2001,  the Company began  certain  consulting
activities through two wholly-owned subsidiares:  Synerteck Incorporated, a Utah
corporation  ("Synerteck"),  and Sports  Management  Partners,  Inc., a Delaware
corporation  ("SMP").  Synerteck was created to be a technology partner with the
Company for a variety of organizations, both sports and non-sports related, that
require Information  Technology ("IT") services.  These services include website
hosting, website design and maintenance, computer hardware leasing, and hardware
and software programming and related services.

                                       18

<PAGE>



During  the  year  ended  December  31, 2001, Synerteck generated $78,824 in net
revenues.   SMP  was   created  to  provide   consulting   services   to  sports
organizations,   principally   management   consulting  and  strategic  advisory
services,  and the  facilitation of  introductions  to SMP's contacts within the
sports industry. SMP generated no net revenues during the year 2001.


                                       19

<PAGE>



ITEM 7. FINANCIAL STATEMENTS REQUIRED BY FORM 10-KSB



                                    CONTENTS

Independent Auditors' Reports.................................................21

Consolidated Balance Sheet................................................... 23

Consolidated Statements of Operations........................................ 25

Consolidated Statements of Stockholders' Equity (Deficit).................... 26

Consolidated Statements of Cash Flows........................................ 27

Notes to the Consolidated Financial Statements............................... 30

                                       20

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
SPORTSNUTS, INC.
Salt Lake City, Utah

     We have audited the accompanying  consolidated balance sheet of SportsNuts,
Inc. (formerly SportsNuts.com  International,  Inc.) as of December 31, 2001 and
the  related  consolidated   statements  of  operations,   stockholders'  equity
(deficit) and cash flows for the year then ended. These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on our  audits.  The  consolidated  financial  statements  of
SportsNuts.com  International,  Inc.  for the year ended  December 31, 2000 were
audited  by other  auditors  whose  report  dated  March 5,  2001  expressed  an
unqualified opinion.

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of SportsNuts,
Inc. (formerly SportsNuts.com  International,  Inc.) as of December 31, 2001 and
the  results  of their  operations  and their cash flows for the year then ended
inconformity with generally accepted accounting  principles in the United States
of America.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that the Company  will  continue as a going  concern.  The Company has
suffered  recurring losses from operations which raises  substantial doubt about
its  ability  to  continue  as  a  going  concern.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Chisholm & Associates
North Salt Lake City, Utah
March 12, 2002
                                       21

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
SportsNuts.com International, Inc.
(A Development State Company)
Salt Lake City, Utah

We  have  audited  the  consolidated  statements  of  operations,  stockholders'
equity  (deficit)  and cash flows for the year ended  December 31,  2000.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  ressponsibility is to express an opinion on these consolidated
financial statements based on our audit.

We  conducted  our  audit  in   accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audit  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  principlese  used and  significat  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
SportsNuts.com International,  Inc. as of December 31, 2000 and the consolidated
results of their operations and their cash flows for the year ended December 31,
2000, in conformity with accounting  principles generally accepted by the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  As discussed in Note 8 to the 2000
consolidated financial statements (not presented separately herein), the Company
was a development  stage company with no significant  operating results to date,
which raised 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 to
the  2000  consolidated   financial  statements.   The  consolidated   financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
March 5, 2001

                                       22
<PAGE>

                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                           Consolidated Balance Sheet

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  December 31,
                                                                       2001
                                                              ------------------
<S>                                                          <C>
CURRENT ASSETS

   Cash and cash equivalents (Note 1)                         $          84,859
   Accounts receivable, net (Note 1)                                     12,218
   Prepaid expenses                                                      13,338
                                                              ------------------

     Total Current Assets                                               110,415
                                                              ------------------

PROPERTY AND EQUIPMENT (Note 1)

   Computer hardware                                                    722,534
   Computer software                                                    721,809
   Furniture and office equipment                                       193,819
   Less - accumulated depreciation                                   (1,137,588)
                                                              ------------------

     Total Property and Equipment                                       500,574
                                                              ------------------

OTHER ASSETS

   Goodwill, net (Note 11)                                              153,270
                                                              ------------------

   Total Other Assets                                                   153,270
                                                              ------------------

     TOTAL ASSETS                                             $         764,259
                                                               ==================
</TABLE>


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


                                       23

<PAGE>



                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                     Consolidated Balance Sheet (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                                   December 31,
                                                                        2001
                                                              ------------------
<S>                                                          <C>
CURRENT LIABILITIES

   Accounts payable                                           $         850,020
   Accrued expenses                                                     632,721
   Capital leases, current portion (Note 12)                             69,023
   Notes payable, current portion (Note 3)                              115,000
   Notes payable, related parties (Note 2)                              486,000
                                                              ------------------

     Total Current Liabilities                                        2,152,764
                                                              ------------------

LONG-TERM LIABILITIES

   Capital leases (Note 12)                                             252,224
                                                              ------------------

     Total Long-Term Liabilities                                        252,224
                                                              ------------------

     TOTAL LIABILITIES                                                2,404,988
                                                              ------------------

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, 46,668,854 shares issued and
    outstanding, respectively                                            93,338
   Additional paid-in capital                                        19,166,789
   Accumulated deficit                                              (20,901,212)
                                                              ------------------

     Total Stockholders' Equity (Deficit)                            (1,640,729)
                                                              ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                              $         764,259
                                                              ==================
</TABLE>



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


                                       24

<PAGE>



                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                      Consolidated Statements of Operations


<TABLE>
<CAPTION>

                                                                                  For the Years Ended
                                                                                       December 31,
                                                                           -------------------------------------
                                                                                 2001              2000
                                                                           ------------------  -----------------
<S>                                                                       <C>                 <C>
NET SALES                                                                  $          264,529  $          -
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                      109,067             -
   General and administrative                                                       1,303,964          5,656,139
   Selling and marketing                                                              671,624            698,276
   Research and development                                                           208,884            253,588
                                                                           ------------------  -----------------

     Total Operating Expenses                                                       2,293,539          6,608,003
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                               (2,029,010)        (6,608,003)
                                                                           ------------------  -----------------
OTHER INCOME (EXPENSES)
   Interest expense                                                                  (133,053)          (109,764)
   Interest income                                                                        535              2,267
   Other income                                                                        36,914              7,750
   Gain on settlement of debt (Note 1)                                                421,374             33,826
   Loss on sale of assets                                                              -                 (36,553)
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                    325,770           (102,474)
                                                                           ------------------  -----------------
LOSS FROM CONTINUING OPERATIONS
 BEFORE INCOME TAXES                                                               (1,703,240)        (6,710,477)

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

LOSS FROM CONTINUING OPERATIONS                                                    (1,703,240)        (6,710,477)

LOSS FROM DISCONTINUED
OPERATIONS (Note 9)                                                                    -                (546,577)
                                                                           ------------------  -----------------

NET LOSS                                                                   $       (1,703,240) $      (7,257,054)
                                                                           ==================  =================
BASIC LOSS PER COMMON SHARE -
 BASIC AND DILUTED (Note 1)
   Loss from continuing operations                                         $            (0.10) $           (4.02)
   Loss from discontinued operations                                                   -                   (0.33)
                                                                           ------------------  -----------------
     Basic Loss Per Share                                                  $            (0.10) $           (4.35)
                                                                           ==================  =================
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                                                16,343,197          1,668,072
                                                                           ==================  =================
</TABLE>





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


                                       25

<PAGE>



                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                     Preferred Stock           Common Stock
                                     ---------------           ------------
                                    Shares         Amount     Shares      Amount
                                    ---------     -------   ----------   -------
<S>                                 <C>          <C>        <C>         <C>
Balance, December 31, 1999                  -     $     -      894,918   $ 1,790
Issuance of common stock for cash
(net of issuance costs of $15,000)          -           -      927,383     1,855
Warrants issued below market value          -           -            -         -
Preferred shares issued for cash      178,000         356            -         -
Stock offering costs                        -           -            -         -
Shares issued for services                  -           -      945,800     1,892
Shares issued for debt payment              -           -      504,200     1,008
Shares issued for exercise of stock
options                                     -           -       50,000       100
Shares issued for exercise of warrants      -           -       74,794       149
Net loss for the year ended December
31, 2000                                    -           -            -         -
                                 ------------     -------   ----------   -------

Balance, December 31, 2000            178,000         356    3,397,095     6,794
Issuance of common stock for cash           -           -   15,000,000    30,000
Warrants/Options issued below
   market value                             -           -            -         -
Shares issued for services                  -           -    4,525,000     9,050
Shares issued for exercise of stock
   options                                  -           -    3,460,000     6,920
Shares issued for exercise of warrants
   for cash                                 -           -      712,206     1,425
Shares issued for exercise of warrants
   for services rendered                    -           -      990,000     1,980
Shares issued for debt payment              -           -   12,784,553    25,569
Shares issued to an officer for debt
   payment and compensation                 -           -    2,000,000     4,000
Shares issued for purchase of Rocky
   Mountain Sports Alliance                 -           -    3,800,000     7,600
Net loss for the year ended Decem-
   ber 31, 2001                             -           -            -         -
                                     --------    ---------  ----------  --------

Balance, December 31, 2001            178,000    $     356  46,668,854  $ 93,338
                                     ========    ========= ===========  ========
</TABLE>

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


                                       26-A

<PAGE>

                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
            Consolidated Statements of Stockholders' Equity (Deficit)
                                   (Continued)
<TABLE>
<CAPTION>
                                     Additional                       Total
                                      Paid-In     Accumulated    Stockholders'
                                      Capital       Deficit     Equity (Deficit)
                                   ------------  -------------  ----------------
<S>                               <C>           <C>             <C>
Balance, December 31, 1999         $ 12,494,031  $ (11,940,918)  $      554,903
Issuance of common stock for cash
(net of issuance costs of $15,000)      458,146               -         460,001
Warrants issued below market value    3,592,418               -       3,592,418
Preferred shares issued for cash        394,644               -         395,000
Stock offering costs                   (19,500)               -         (19,500)
Shares issued for services              720,035               -         721,927
Shares issued for debt payment           50,771               -          51,779
Shares issued for exercise of stock
   options                                7,900               -           8,000
Shares issued for exercise of warrants    9,851               -          10,000
Net loss for the year ended Decem-
   ber 31, 2000                                      (7,257,054)     (7,257,054)
                                 --------------   --------------   -------------

Balance, December 31, 2000           17,708,296     (19,197,972)      1,482,526)
Issuance of common stock for cash       210,000               -         240,000
Warrants/Options issued below
   Market value                         283,954               -         283,954
Shares issued for services              216,350               -         225,400
Shares issued for exercise of stock
   options                               88,980               -          95,900
Shares issued for exercise of warrants
   for cash                              63,575               -          65,000
Shares issued for exercise of warrants
   for services rendered                210,622               -         212,602
Shares issued for debt payment          146,612               -         172,181
Shares issued to an officer for debt
   payment and compensation              56,000               -          60,000
Shares issued for purchase of Rocky
   Mountain Sports Alliance             182,400               -         190,000
Net loss for the year ended Decem-
   ber 31, 2001                               -      (1,703,240)     (1,703,240)
                                  -------------  ---------------   -------------

Balance, December 31, 2001        $  19,166,789  $  (20,901,212)   $ (1,640,729)
                                  =============  ===============   =============
</TABLE>

                                      26-B

<PAGE>

                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                             For the Years Ended
                                                                                                 December 31,
                                                                                    -------------------------------------
                                                                                         2001                   2000
                                                                                    -----------------   -----------------
<S>                                                                                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                                         $      (1,703,240)  $      (7,257,054)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation                                                                             484,945             462,544
     Amortization of goodwill                                                                  27,048              -
     Common stock issued for services                                                         270,400             721,927
     Warrants issued below market value                                                       283,954           3,592,418
     Loss on sale of fixed assets                                                              -                   36,553
     Gain on forgiveness of debt                                                             (421,374)            (33,826)
     Warrants exercised for services                                                          212,602              -
     Options exercised for services                                                             4,942              -

   Changes in operating assets and liabilities:
     Accounts receivable                                                                       (4,857)              8,162
     Inventory                                                                                 11,650              12,286
     Restricted cash                                                                           -                  110,000
     Other current assets                                                                      23,382              25,150
     Accounts payable and accrued expenses                                                    395,777             720,938
     Advances payable                                                                          31,399              -
     Deferred revenue                                                                         (22,043)             -
                                                                                    -----------------   -----------------

       Net Cash Used in Operating Activities                                                 (405,415)         (1,600,902)
                                                                                    -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of fixed assets                                                          -                   79,714
   Purchases of property and equipment                                                         -                 (139,817)
                                                                                    -----------------   -----------------

       Net Cash Used in Investing Activities                                                   -                  (60,103)
                                                                                    -----------------   -----------------
</TABLE>


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


                                       27

<PAGE>

                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>

                                                                                           For the Years Ended
                                                                                              December 31,
                                                                                    -------------------------------------
                                                                                         2001                2000
                                                                                    -----------------   -----------------
<S>                                                                                 <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of notes payable - related parties                                    4,000             482,000
   Proceeds from issuance of notes payable                                                     -                  240,000
   Proceeds from issuance of common stock                                                     240,000             493,009
   Proceeds from issuance of preferred stock                                                   -                  395,000
   Proceeds from exercise of stock options                                                     81,600              -
   Proceeds from exercise of stock warrants                                                    65,000              -
   Cash received upon acquisition of subsidiary                                                20,420              -
   Stock offering costs                                                                        -                  (34,500)
   Cash received from capital lease                                                            96,011              -
   Principal payments on capital leases                                                        (9,908)             -
   Principal payments of notes payable - related parties                                       (7,500)            (62,500)
                                                                                    -----------------   -----------------

       Net Cash Provided by Financing Activities                                    $         489,623   $       1,513,009
                                                                                    -----------------   -----------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                                   $          84,208   $        (147,996)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                                              651             148,647
                                                                                    -----------------   -----------------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                                          $          84,859   $             651
                                                                                    =================   =================

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:

   Interest                                                                         $          28,888   $           3,021
   Income taxes                                                                     $          -        $          -

Non-Cash Investing and Financing Activities:

   Common stock issued for services                                                 $         270,400   $         721,927

   Common stock issued to convert notes
   payable and interest                                                             $         172,181   $          41,771

   Equipment exchanged for reduction of
   accounts payable                                                                 $          -        $           7,626

   Common stock issued for reduction of
   accounts payable                                                                 $          15,000   $          10,000
</TABLE>


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


                                       28

<PAGE>



                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                             For the Years Ended
                                                                                                 December 31,
                                                                                    -------------------------------------
                                                                                         2001                   2000
                                                                                    -----------------   -----------------
<S>                                                                                <C>                 <C>
SUPPLEMENTAL CASH FLOW INFORMATION (continued)

   Common stock issued for warrants exercised
   through services rendered                                                        $         212,602   $          -

   Common stock issued for options exercised
   through services rendered                                                        $           4,942   $          -

   Common stock issued for options exercised
   by conversion of accounts payable and
   other liabilities                                                                $           9,358   $          -

   Property and equipment purchased under a
   capital lease                                                                    $         203,745   $          -
</TABLE>

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


                                       29

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

              a. Organization and Description of Business

              SportsNuts, Inc. (formerly SportsNuts.com International, Inc.)
              (the "Company") was incorporated under the laws of the State of
              Delaware on July 12, 1996. On April 15, 2001 the Company changed
              its name from SportsNuts.com International, Inc. to SportsNuts,
              Inc. Prior to the reorganization with SportsNuts.com, Inc.
              ("SportsNuts"), a privately held Delaware corporation, on April 6,
              1999, the Company had not commenced active business operations and
              was considered a development stage company. On March 1, 2000, the
              Company reentered the development stage when it discontinued the
              operations of its direct sales division (see Note 9).

              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. 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. and 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.

              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 its web site.

              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 9).

              On July 28, 1999, the Company issued 47,244 shares of its common
              stock 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.

              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.

                                       30

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              a. Organization and Description of Business (Continued)

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

              During the second quarter of 2001, the Company began certain
              consulting activities through two wholly-owned subsidiares:
              Synerteck Incorporated, a Utah corporation ("Synerteck"), and
              Sports Management Partners, Inc., a Delaware corporation ("SMP").
              Synerteck was created to be a technology partner with the Company
              for a variety of organizations, both sports and non-sports
              related, that require Information Technology ("IT") services.
              These services include website hosting, website design and
              maintenance, computer hardware leasing, and hardware and software
              programming and related services. SMP was created to provide
              consulting services to sports organizations, principally
              management consulting and strategic advisory services, and the
              facilitation of introductions to SMP's contacts within the sports
              industry.

              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. 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>                                       <C>
                          Computer hardware                         3 years
                          Computer software                         3 years
                          Office equipment                          7 years
</TABLE>
              Depreciation expense for the year ended December 31, 2001 and 2000
              was $484,945 and $462,544, respectively.




                                         31

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              e. Accounts Receivable

              Accounts receivable are recorded net of the allowance for doubtful
              accounts of $25,793 for the year ended December 31, 2001.

              f. Revenue Recognition

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

              g. Estimates

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

              h. Advertising

              The Company follows the policy of charging the costs of
              advertising to expense as incurred.  Advertising expense was
              $11,213 and $115,875 for the years ended December 31, 2001 and
              2000, respectively, and is included in selling and marketing
              expenses in the consolidated statements of operations.

              i. Basic Loss Per Share
<TABLE>
<CAPTION>
                                                                              For Years Ended December 31,
                                                                         ---------------------------------------
                                                                                2001                2000
                                                                         -----------------     -----------------
<S>                                                                     <C>                   <C>
Basic loss per share from continuing operations:

                     Loss (numerator)                                    $    (1,703,240)      $   (6,710,477)
                     Shares (denominator)                                     16,434,197            1,668,072
                     Per share amount                                    $         (0.10)      $        (4.02)

              Basic loss per share from discontinued operations:

                     Loss (numerator)                                    $          -          $     (546,577)
                     Shares (denominator)                                           -               1,668,072
                     Per share amount                                    $          -          $        (0.33)
</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, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              j.  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, 2001.

              At December 31, 2001, the Company had net operating loss
              carryforwards of approximately $12,500,000 that may be offset
              against future taxable income through 2021. No tax benefits have
              been reported in the financial statements, because the potential
              tax benefits of the net operating loss carry forwards are offset
              by a valuation allowance of the same amount.

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

              k. Research and Development

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

              l.  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, 2001, there were 8,005,000 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.

              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.

              m.  Gain on Settlement of Debt

              The gain on settlement of debt arises from the foregiveness of
              certain accounts payable by creditors of the Company in exchange
              for structured cash payments or cash settlelments for less than
              the face amount of the obligations.  The Company is continuing to

                                       33
<PAGE>
                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              m. Gain on Settlement of Debt  (continued)

              negotiate with additional  creditors to settle other old accounts
              payable at a discount.  These  settlements  resulted in a gain of
              $421,374  and $33,826 for the years ended  December  31, 2001 and
              2000, respectively.

              n. Newly Issued Accounting Pronouncements

              SFAS No.'s 141 and 142 - In June 2001,  the Financial  Accounting
              Standards Board (FASB) adopted Statement of Financial  Accounting
              Standards  SFAS No. 141,  "Business  Combinations,"  and SFAS No.
              142,  "Goodwill  and Other  Intangible  Assets."  SFAS No. 141 is
              effective as to any business combination occurring after June 30,
              2001 and certain transition provisions that affect accounting for
              business  combinations prior to June 30, 2001 are effective as of
              the date that SFAS No. 142 is applied in its entirety, which will
              be January 1, 2002 for the  Company.  SFAS No. 142 is  effective,
              generally,  in fiscal years  beginning  after  December 15, 2001,
              which will be the fiscal  year ending  December  31, 2002 for the
              Company.

              SFAS No. 141  provides  standards  for  accounting  for  business
              combinations.  Among  other  things,  it  requires  that only the
              purchase method of accounting be used and that certain intangible
              assets acquired in a business combination (i.e. those that result
              from  contractual  or other  legal  rights or are  separable)  be
              recorded  as  an  asset  apart  from  goodwill.   The  transition
              provisions  require  that  an  assessment  be  made  of  previous
              business  combinations and, if appropriate,  reclassifications be
              made to or from  goodwill to adjust the  recording of  intangible
              assets such that the criteria  for  recording  intangible  assets
              apart  from   goodwill  is  applied  to  the  previous   business
              combinations.

              SFAS No. 142  provides,  among other  things,  that  goodwill and
              intangible   assets  with   indeterminate   lives  shall  not  be
              amortized.  Goodwill  shall be assigned  to a reporting  unit and
              annually   assessed  for  impairment.   Intangible   assets  with
              determinate  lives shall be amortized over their estimated useful
              lives, with the useful lives reassessed  continuously,  and shall
              be assessed for impairment  under the provisions of SFAS No. 121,
              "Accounting  for the  Impairment  of  Long-Lived  Assets  and for
              Long-Lived  Assets to be Disposed  Of." Goodwill is also assessed
              for impairment on an interim basis when events and  circumstances
              warrant.  Upon  adoption of SFAS No. 142, the Company will assess
              whether an impairment  loss should be recognized  and measured by
              comparing the fair value of the "reporting  unit" to the carrying
              value,  including  goodwill.  If the carrying  value exceeds fair
              value,  then the Company  will  compare the implied fair value of
              the goodwill (as defined in SFAS No. 142) to the carrying  amount
              of the goodwill.  If the carrying amount of the goodwill  exceeds
              the implied fair value, then the goodwill will be adjusted to the
              implied fair value.

              While the Company has not  completed  the process of  determining
              the  effect  of  these  new  accounting   pronouncements  on  its
              consolidated financial statements,  the Company currently expects
              that there will be no  reclassification  in  connection  with the
              transition  provisions of SFAS No. 141 based on clarifications of
              the  transition  provisions  issued by the FASB in October  2001.
              Accordingly,  the Company expects that, after  implementation  of
              SFAS No. 142, all intangible  assets will be amortizable  and any
              goodwill will not be amortizable.

              SFA No. 143 - On August 16, 2001,  the FASB issued SFAS No. 143,
              "Accounting for Asset Retirement Obligations," which is effective
              for fiscal years  beginning after June 15, 2002. It requires that
              obligations   associated   with  the  retirement  of  a  tangible
              long-lived   asset  be  recorded   as  a  liability   when  those
              obligations  are  incurred,  with  the  amount  of the  liability
              initially  measured at fair value.  Upon initially  recognizing a
              liability for an accrued retirement obligation,

                                       34
<PAGE>
                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              n. Newly Issued Accounting  Pronouncements  (Continued)

              an entity must  capitalize the cost by recognizing an increase in
              the carrying amount of the related  long-lived  asset. Over time,
              the liability is accreted to its present  value each period,  and
              the capitalized  cost is depreciated  over the useful life of the
              related asset. Upon settlement of the liability, an entity either
              settles the obligation  for its recorded  amount or incurs a gain
              or loss upon settlement.  While the Company has not completed the
              process  of  determining   the  effect  of  this  new  accounting
              pronouncement  on  its  consolidated  financial  statements,  the
              Company  currently expects that the effect of SFAS No. 143 on the
              Company's  consolidated  financial  statements,  when it  becomes
              effective, will not be significant.  SFAS No. 144 - On October 3,
              2001, the Financial  Accounting  Standards  Board issued SFAS No.
              144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
              Assets" which is effective for  financial  statements  issued for
              fiscal years  beginning  after December 15, 2001 and,  generally,
              its  provisions  are  to  be  applied  prospectively.   SFAS  144
              supercedes SFAS Statement No. 121 (FAS 121),  "Accounting for the
              Impairment of Long-Lived  Assets and for Long-Lived  Assets to Be
              Disposed  Of."  SFAS  144  applies  to  all   long-lived   assets
              (including  discontinued   operations)  and  consequently  amends
              Accounting  Principles Board Opinion No. 30 (APB 30),  "Reporting
              Results of  Operations  - Reporting  the Effects of Disposal of a
              Segment of a Business."

              SFAS 144  develops  one  accounting  model (based on the model in
              SFAS 121) for  long-lived  assets  that are to be  disposed of by
              sale, as well as addresses the principal  implementation  issues.
              SFAS 144 requires that long-lived  assets that are to be disposed
              of by sale be  measured  at the lower of book value or fair value
              less cost to sell. That requirement eliminates the requirement of
              APB 30 that discontinued operations be measured at net realizable
              value or that entities include under "discontinued operations" in
              the financial  statements  amounts for operating losses that have
              not yet  occurred.  Additionally,  SFAS 144  expands the scope of
              discontinued  operations  to include all  components of an entity
              with  operations that (1) can be  distinguished  from the rest of
              the entity and (2) will be eliminated from the ongoing operations
              of the entity in a disposal transaction.

              While the Company has not  completed  the process of  determining
              the  effect  of  this  new   accounting   pronouncement   on  its
              consolidated financial statements,  the Company currently expects
              that the  effect of SFAS No.  144 on the  Company's  consolidated
              financial  statements,  when it  becomes  effective,  will not be
              significant.

                                       35
<PAGE>
                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties consisted of the following:
<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                                       2001
                                                                                              ------------------
<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
               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.                                                             7,000

              Notes payable to related individuals, unsecured,
               interest at 10%, due on demand.                                                             9,000
                                                                                               -----------------

                     Total notes payable - related parties                                               486,000

                     Less: current portion                                                              (486,000)
                                                                                               -----------------

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

              Maturities of notes payable - related parties are as follows:
<TABLE>
<CAPTION>
                         Year Ending
                         December 31,                                                                 Amount
              ------------------------------------                                             -----------------
<S>                                                                                           <C>
                         2002                                                                  $         486,000
                                                                                               -----------------

                         Total                                                                 $         486,000
                                                                                               =================
</TABLE>








                                       36

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 3 -      NOTES PAYABLE

              Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                                     2001
                                                                                               -----------------
<S>                                                                                            <C>

              Note payable to an 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 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.                                                                                 25,000

              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

              Notes payable to individuals, unsecured,
               interest at 10%, due on demand.                                                            15,000

              Note payable to an individual, unsecured,
               interest at 12%, due on demand.                                                             5,000
                                                                                               -----------------

                     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>

                           2002                                                                $         115,000
                                                                                               -----------------

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



                                       37

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 4 -      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.

              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 $0.63 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 $0.41 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 1,402,383 shares of common stock at an average price of
              $0.43 per share.

              Effective September 1, 2000, the Company issued 20,000 shares of
              common stock valued at $0.75 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 $0.63 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 $0.13 in exchange for the
              exercise of warrants held by certain individuals.



                                       38

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 4 -      COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)

              Effective December 29, 2000, the Company issued 50,000 shares of
              common stock at a price of $0.16 in exchange for the exercise of
              stock options held by certain employees of the Company.

              Effective January 2, 2001, the Company issued 350,000 shares of
              common stock valued at $0.219 per share in satisfaction of
              obligations for public relations services received by the Company.

              Effective January 3, 2001, the Company issued 300,000 shares of
              common stock at a price of approximately $0.083 in exchange for
              the exercise of warrants held by certain individuals.

              Effective January 8, 2001, the Company issued 80,000 shares of
              common stock at a price of $0.16 in exchange for the exercise of
              stock options held by certain employees and consultants of the
              Company.

              Effective January 12, 2001, the Company issued 37,402 shares of
              common stock at a price of approximately $0.1337 in exchange for
              the exercise of warrants held by certain individuals.

              Effective February 2, 2001, the Company issued 300,000 shares of
              common stock at a price of approximately $0.083 in exchange for
              the exercise of warrants held by certain individuals.

              Effective February 15, 2001, the Company issued 74,804 shares of
              common stock at a price of approximately $0.1337 in exchange for
              the exercise of warrants held by certain individuals.

              Effective February 21, 2001, the Company sold and issued 500,000
              shares of its common stock at a price of $0.10 per share.

              Effective March 14, 2001, the Company issued 200,000 shares of
              common stock at a price of $0.25 in exchange for the exercise of
              warrants held by certain individuals for services rendered.

              Effective April 1, 2001, the Company issued 1,175,000 shares of
              common stock valued at $0.05 per share in satisfaction of
              obligations for consulting services received by the Company.

              Effective April 15, 2001, the Company issued 3,800,000 shares of
              common stock , valued at $0.05 per share to acquire the Rocky
              Mountain Sports Alliance.

              Effective May 1, 2001, the Company issued 900,000 shares of common
              stock at a price of $0.05 in exchange for the exercise of stock
              options held by a consultant of the Company.

              Effective May 15, 2001, the Company issued 229,703 shares of
              common stock valued at $0.075 per share in satisfaction of notes
              payable due to an individual by the Company.

              Effective May 16, 2001, the Company sold and issued 500,000 shares
              of its common stock at a price of $0.10 per share.

              Effective May 31, 2001, the Company issued 790,000 shares of
              common stock at a price of approximately $0.21 in exchange for the
              exercise of warrants held by certain individuals for services
              rendered.




                                       39

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 4 -      COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)

              Effective July 30, 2001, the Company issued 630,000 shares of
              common stock at a price of $0.024 in exchange for the exercise of
              stock options held by a consultant of the Company.

              Effective August 15, 2001, the Company issued 2,000,000 shares of
              common stock valued at $0.0075 in satisfaction of obligations for
              expense reimbursements due to an officer of the Company. The
              difference between the issue price and the market price has been
              expensed as general and administrative expenses in the financial
              statements.

              Effective August 20, 2001, the Company issued 3,000,000 shares of
              common stock valued at $0.03 per share in satisfaction of
              obligations for consulting services received by the Company.

              Effective September 19, 2001, the Company issued 50,000 shares of
              common stock at a price of $0.03 in exchange for the exercise of
              stock options held by certain employees of the Company.

              Effective September 25, 2001, the Company issued 1,800,000 shares
              of common stock at a price of $0.012 in exchange for the exercise
              of stock options held by a consultant of the Company.

              Effective November 15, 2001, the Company sold and issued 4,500,000
              shares of its common stock at a price of $0.01 per share.

              Effective November 15, 2001, the Company issued 286,850 shares of
              common stock valued at $0.10 per share in satisfaction of notes
              and interest payable due to an individual by the Company.

              Effective November 15, 2001, the Company issued 12,268,000 shares
              of common stock valued at $0.01 per share in satisfaction of
              interest payable due to an individual by the Company.

              Effective November 15, 2001, the Company sold and issued 5,000,000
              shares of its common stock at a price of $0.01 per share.

              Effective November 15, 2001, the Company sold and issued 500,000
              shares of its common stock at a price of $0.01 per share.

              Effective November 15, 2001, the Company sold and issued 1,500,000
              shares of its common stock at a price of $0.01 per share.

              Effective November 15, 2001, the Company sold and issued 2,500,000
              shares of its common stock at a price of $0.01 per share.




                                       40

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 5 -      OPTIONS AND WARRANTS

              Employee Stock Options

              The following tables summarize the information regarding employee
              stock options at December 31, 2001:
<TABLE>
<S>                                                                                             <C>
                      Options outstanding at December 31, 2000                                           2,195,000
                      Options granted                                                                    6,060,000
                      Options forfeited                                                                   (120,000)
                      Options exercised                                                                  (130,000)
                                                                                                -----------------
                      Options outstanding at December 31, 2001                                           8,005,000
                                                                                                ==================

                      Weighted average exercise price of options
                      outstanding at December 31, 2001                                          $             0.06
                                                                                                ==================
</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
                       Prices         2001            Life             Price            2001             Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                      <C>                  <C>   <C>                    <C>          <C>

              $            0.02         3,575,000            4.73  $          0.02           743,750   $       0.02
              $            0.03         2,400,000            4.20  $          0.03           562,500   $       0.03
              $            0.16         2,030,000            3.53  $          0.16         1,039,997   $       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 as indicated
              below:
<TABLE>
<CAPTION>

                                                                                        December 31,
                                                                       ----------------------------------------------
                                                                                2001                    2000
                                                                       ----------------------   ---------------------
<S>                                                                   <C>                    <C>
              Net loss as reported                                     $        (1,703,240)   $         (7,257,054)
              Pro forma net loss                                                (1,848,043)             (7,558,644)
              Basic loss per share as reported                                       (0.11)                  (4.35)
              Pro forma basic loss per share                                         (0.11)                  (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>
<S>                                                                                                 <C>
                      Risk free interest rate                                                        3.93% - 6.12%
                      Expected life                                                                      4-5 Years
                      Expected volatility                                                              2.18 - 2.35
                      Dividend yield                                                                           0.0
</TABLE>



                                       41

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 5 -      OPTIONS AND WARRANTS (Continued)

Non-Employee Stock Options

              On April 6, 2001, the Company issued options to acquire 20,000
              shares of common stock. These options were issued at an exercise
              price of $0.03. On April 25, 2001, the Company issued options to
              acquire 900,000 shares of common stock at an exercise price of
              $0.05. On July 10, 2001, the Company issued options to acquire
              2,500,000 shares of common stock as follows: 630,000 options at an
              exercise price of $0.024 and 1,870,000 options at an exercise
              price of $0.012. On October 17, 2001, the Company issued options
              to acquire 1,550,000 shares of common stock at an exercise price
              of $0.02. The options issued in 2001 have maturities of five
              years. The options issued were to non-employees of the Company.
              The following tables summarize the information regarding
              non-employee options outstanding at December 31, 2001.

<TABLE>
<S>                                                                                            <C>
                      Options outstanding at January 1, 2001                                                -
                      Options granted                                                                    4,970,000
                      Options exercised                                                                (3,330,000)
                                                                                                -----------------
                      Options outstanding at December 31, 2001                                           1,640,000
                                                                                                ==================

                      Weighted average exercise price of non-employee
                      options outstanding at December 31, 2001                                  $             0.02
                                                                                                ==================
</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             2001            Life             Price           2001              Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>          <C>                       <C>                  <C>    <C>                      <C>       <C>
              $            0.01            70,000            4.46  $          0.01            70,000   $       0.01
              $            0.02         1,550,000            4.73  $          0.02           395,000   $       0.02
              $            0.03            20,000            4.20  $          0.03            20,000   $       0.03
</TABLE>

              The Company applies SFAS No. 123 for options issued to
              non-employees, which requires the Company to estimate the fair
              value of each option issued at the grant date by using the Black-
              Scholes pricing model with the following assumptions:
<TABLE>
<S>                                                                                                   <C>
                               Risk free interest rate                                                 3.93% - 5.22%
                               Expected life                                                           1 - 60 Months
                               Expected volatility                                                       2.29 - 2.36
                               Dividend yield                                                                    0.0
</TABLE>

              As a result of applying SFAS No. 123, the Company had an expense
              of $187,190 during the year ended December 31, 2001. The expense
              is included in the general and administrative amount in the
              statement of operations.







                                       42

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Warrants

              During the year ended December 31, 2001, the Company issued
              warrants to acquire 10,025,000 shares of common stock. These
              warrants were issued at exercise prices ranging from $0.016 to
              $0.152. The warrants were issued as follows: 8,500,000 attached to
              common stock issued for cash, 250,000 attached to common stock
              issued to convert a note payable, and 1,275,000 related to
              services rendered. All warrants issued were to non-employees of
              the Company. The following tables summarize the information
              regarding warrants outstanding at December 31, 2001. All the
              warrants are exercisable at December 31, 2001.
<TABLE>
<S>                                                                                                 <C>
                               Warrants outstanding at December 31, 2000                                  2,047,558
                               Warrants granted                                                          10,025,000
                               Warrants expired                                                           (395,185)
                               Warrants exercised                                                       (1,702,206)
                                                                                                    --------------
                               Warrants outstanding at December 31, 2001                                 9,975,167
                                                                                                    ===============
</TABLE>

<TABLE>
<S>                                                                                                <C>
                   Weighted average exercise price of warrants
                                 outstanding at December 31, 2001                                      $       0.25
                                                                                                       ============
</TABLE>

<TABLE>
<CAPTION>
                                                             Number of            Weighted
                                                             Warrants             Average             Weighted
                                                          Outstanding at          Remaining           Average
                                                            December 31,        Contractual          Exercise
                      Range of Exercise Prices               2001                Life                Price
                      ------------------------          ------------------  ------------------  ------------------
<S>                  <C>                                        <C>                      <C>   <C>
                      $0.03 - $0.10                              8,750,000                1.80  $             0.03
                      $0.75 - $1.00                                185,167                0.97  $             0.77
                      $2.00                                      1,040,000                1.29  $             2.00
</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>
<S>                                                                                                 <C>
                      Risk-free interest rate                                                        3.43% - 6.68%
                      Expected life                                                                  1 - 36 Months
                      Expected volatility                                                              1.04 - 3.15
                      Dividend yield                                                                           0.0
</TABLE>
              As a result of applying SFAS No. 123, the Company had an expense
              of $96,765 and $3,592,418 during the years ended December 31, 2001
              and 2000, respectively. The expense is included in the general and
              administrative amount in the statement of operations.


                                       43

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 6 -       OPERATING LEASES

              The Company leases two (2) different office facilities under
              non-cancelable operating leases expiring in 2004. Rental expense
              for the years ended December 31, 2001 and 2000 was $124,452 and
               $134,024, respectively.

              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 $6,277 and $8,040, respectively
              for the years ended December 31, 2001 and 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>
              2002                                                                              $          146,919
              2003                                                                                         143,715
              2004                                                                                          58,085
              2005 and thereafter                                                                              -
                                                                                                ------------------

                   Total minimum lease payments                                                 $          348,719
                                                                                                ==================
</TABLE>

NOTE 7 -      GOING CONCERN

              The accompanying financial statements have been prepared assuming
              that the Company will continue as a going concern, which
              contemplates the realization of assets and satisfaction of
              liabilities in the normal course of business. The Company has
              sustained significant net losses which have resulted in an
              accumulated deficit at December 31, 2001 of approximately
              $20,900,000 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, 2001 and 2000 was
              $1,703,240 and $7,257,054, 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, 2002
              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.



                                       44

<PAGE>
                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 8 -      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 November 15, 2001, the Company issued
              12,268,000 shares of common stock valued at $0.01 per share is
              satisfaction of interest payable on the GMI Note.

              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.

              Effective August 15, 2001, the Company issued 2,000,000 shares of
              common stock valued at $0.0075 per share in satisfaction of obli-
              gations for expense reimbursements due to an officer of the Com-
              pany.

              Effective November 15, 2001, the Company converted interest of
              $122,680 as accrued on a promissory note issued by the Company and
              held by a principal shareholder of the Company into 12,268,000
              shares of restricted Common Stock of the Company.

                                       45
<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 9 -      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
                                                                                               -----------------
<S>                                                                                           <C>

              NET SALES                                                                        $          41,188
                                                                                               -----------------

              OPERATING EXPENSES
                Cost of sales                                                                             34,136
                General and administrative                                                               277,990
                Selling and marketing                                                                    225,932
                Research and development                                                                  50,421
                                                                                               -----------------

                   Total Operating Expenses                                                              588,479
                                                                                               -----------------

              LOSS FROM OPERATIONS                                                                      (547,291)
                                                                                               -----------------

              OTHER INCOME (EXPENSES)
                Interest expense                                                                            (257)
                Interest income                                                                              971
                                                                                               -----------------

                  Total Other Income (Expense)                                                               714
                                                                                               -----------------

              LOSS BEFORE INCOME TAX (EXPENSE)                                                          (546,577)

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

              LOSS FROM DISCONTINUED OPERATIONS                                                $        (546,577)
                                                                                               =================
</TABLE>

NOTE 10 - SEGMENT REPORTING

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

              The policies applied to determine the segment information are the
              same as those described in the summary of significant accounting
              policies (Note 1). All significant intersegment transactions have
              been eliminated in the consolidated financial statements.



                                       46

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 10 - SEGMENT REPORTING (Continued)

              Financial information as of and for the year ended December 31,
              2001 with respect to the reportable segments is as follows:

<TABLE>
<CAPTION>
                                                                                                    Information
                                                             Online             Sports Event         Technology
                                                            Services              Management        Consulting
                                                          -----------------  ------------------  ------------------
<S>                                                      <C>                <C>                 <C>
              Cash                                        $          50,386  $           34,147  $              326
              Fixed assets, net                                     332,503               3,943             164,128
              Total assets                                          543,476              41,710             379,653
              Total liabilities                                   2,083,654              30,858             481,374
              External revenues                                       5,413             195,349              63,767
              Cost of goods sold                                     -                   92,448              16,619
              Other income (expense)                                349,455                 160            (23,845)
              Segment profit (loss) before tax effect           (1,602,690)               1,171           (101,721)
</TABLE>

NOTE 11 -     BUSINESS COMBINATION

              On April 15, 2001, the Company acquired Rocky Mountain Sports
              Alliance (RMSA) by exchanging 3,800,000 shares of its common stock
              for all of the common stock of RMSA. The transaction was accounted
              for as a purchase in accordance with APB 16, "Business
              Combinations." The excess of the total acquisition cost over the
              fair value of the net assets acquired of $180,318 is being
              amortized over 5 years by the straight-line method. Amortization
              expense amounted to $27,048 for the year ended December 31, 2001.

              The results of operations of RMSA are included in the consolidated
              financial statements from the date of acquisition.

              Unaudited pro forma consolidated results of operations for the
              year ended December 31, 2001 as though RMSA had been acquired as
              of January 1, follows:

              The unaudited pro forma consolidated results include the amounts
              for the Company and RMSA and twelve months of amortization of
              goodwill.
<TABLE>
<CAPTION>
                                                                             December 31, 2001
                                                                            --------------------
<S>                                                                         <C>

                     Sales                                                   $         264,529
                     Net loss                                                       (1,749,125)
                                                                             ------------------

                     Basic and diluted earnings per share                    $           (0.11)
                                                                             ==================
</TABLE>

              The unaudited pro forma results of operations are not necessarily
              indicative of what the results would have been had the acquisition
              actually occurred on the dates indicated, and are not necessarily
              representative of future results of operations.






                                       47

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000

NOTE 12 -     CAPITAL LEASES

              Obligations under the capital lease at December 31, 2001 are as
follows:
<TABLE>
<S>                                                                                            <C>
                     Payable in monthly principal and interest payments of
                     $7,351 for 60 months beginning June 30, 2001,
                     interest rate of 11.76%, secured by fixed assets                            $          419,007

                     Less amounts representing taxes and interest                                          (97,760)
                                                                                                 ------------------

                     Total capital leases                                                                   321,247

                     Less current portion                                                                  (69,023)
                                                                                                 ------------------

                     Capital leases - long-term portion                                          $          252,224
                                                                                                 ------------------
</TABLE>

              Future principal obligations of the capital leases payable are as
follows:

<TABLE>
<CAPTION>
                     Year Ending
                     December 31,                                                                      Amount
              -------------------------                                                          ------------------
<S>                  <C>                                                                         <C>
                     2002                                                                        $           69,023
                     2003                                                                                    61,164
                     2004                                                                                    70,808
                     2005                                                                                    82,156
                     2006                                                                                    38,096
                                                                                                 ------------------
                   Total capital leases                                                          $          321,247
                                                                                                 ==================
</TABLE>

              Depreciation expense of $39,617 associated with the equipment
              under capital lease was expensed during the year ended December
              31, 2001.


                                       48

<PAGE>
                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                           December 31, 2001 and 2000


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

     On February 14, 2002, the Company  discontinued the relationship  with HJ &
Associates,  LLC as its independent public accountants.  The Company has engaged
Chisholm & Associates as its new independent public accountants. The decision to
change  the  Company's  accounting  firm from HJ is the  affiliation  of Neal A.
Hansen,  CPA with  Chisholm & Associates  in January,  2002. As an audit manager
with HJ, Mr. Hansen was involved to a great degree in prior audits and resulting
preparation of the Company's  financial  statements.  The Company  believes that
continuing to work with Mr.  Hansen and reliance upon Chisholm & Associates  for
future audit needs will  provide  both  continuity  and cost  efficiency  to the
preparation  of its  financial  statements.  The Company filed a report with the
Securities and Exchange  Commission on Form 8-K on February 14, 2002 summarizing
the change in its certifying accountant.

                                    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 34, is the Chief Executive  Officer of the
Company and  currently  the only  executive  officer of the Company and the only
member  of the  Board of  Directors.  A short  summary  of Mr.  Denos'  business
experience  is  below.  His  term of  office  will  expire  at the  next  annual
shareholders  meeting.  No annual  shareholders  meeting is planned for the year
2002.

     Kenneth Denos,  age 34, serves as the Company's  Chief  Executive  Officer,
General  Counsel,  Secretary,  and has been a member of the  Board of  Directors
since  April,  1999.  Mr.  Denos also serves on the Board of Directors of Moore,
Clayton & Co., Inc., an  international  strategic and advisory firm with offices
in Los Angeles,  Salt Lake City, New York City, London, and Wolfsburg,  Germany.
Previously, from 1996 to 1998, Mr. Denos practiced with the Salt Lake City-based
law firm of  Jones,  Waldo,  Holbrook  &  McDonough,  concentrating  on  growing
technology  and  Internet-based  companies,  providing  assistance  in corporate
governance,  debt and equity  financing,  joint  ventures,  licensing,  mergers,
acquisitions,  and securities law compliance. Mr. Denos holds a Bachelor of Arts
degree from the  University of Utah in Business  Finance and Political  Science,
and holds a Master of Business Administration Degree from the University of Utah
School of Business  and a Juris  Doctor from the  University  of Utah College of
Law. Prior to practicing with Jones,  Waldo, he was special  projects manager at
Utah Technology Finance Corporation, a technology based venture lending agency.

Board of Directors Meetings and Committees

     Although various items were reviewed and approved by the Board of Directors
during 2001,  the Board held no meetings  during the fiscal year ended  December
31, 2001.

     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  2000
Stock Option Plan.
                                       49

<PAGE>



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,  2001,  2000,  and 1999 of those  persons who were the
Company's Chief Executive Officer and other executive officers of the Company.

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                     2001       $    150,000(1)       $       0        2,000,000             $      0
CEO                               2000            148,750(2)               0          650,000                    0
                                  1999               122,875               0                                     0
</TABLE>

(1) Represents $150,000 in earned but unpaid salary during 2001.
(2) 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
                                 Number of                Total Options
                                 Securities                Granted to             Exercise
                                 Underlying                 Employees               Price              Expiration
Name                           Options Granted           in Fiscal Year           per Share               Date
----                           ---------------           --------------           ---------               ----
<S>                               <C>                         <C>                   <C>                 <C>
Kenneth Denos                     1,000,000                   8.89%                 $0.03               04/05/06
Kenneth Denos                     1,000,000                   8.89%                 $0.02               10/16/06

</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, 2001            at December 31, 2001 (1)
                            Shares
Name                       Acquired           Value                Exercisable /                  Exercisable /
                         On Exercise         Realized              Unexercisable                  Unexercisable
-------------            ---------------     --------              -------------                  --------------
<S>                           <C>               <C>               <C>                               <C>
Kenneth Denos                 0                 0                 350,000/650,000                        0/0
Kenneth Denos                 0                 0                 250,000/750,000                        0/0
Kenneth Denos                 0                 0                 250,000/750,000                   $2,500/$7,500
</TABLE>

(1) Based on the closing sales price of the Common Stock on the NASD Electronic
Bulletin Board on December 31, 2000 of $0.03.




                                       50

<PAGE>



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

SportsNuts, 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 March 1, 2002 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 2001, and (iii) all
persons who have served as a director or executive officer of the Company during
the calendar year 2001 as a group. As of such date, the Company had 51,571,086
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.

<TABLE>
<CAPTION>
SPORTSNUTS, INC.                                                                   Common Stock
                                                                                   -------------
              Directors, Executive Officers,
                      5% Stockholders                                Number                 Percent of Class(1)
                      ---------------                                ------                 ----------------
<S>                                                                <C>                            <C>
Kenneth Denos(2)                                                   21,526,602                     30.28%
Gardner Management, Inc. Profit Sharing Plan and                   16,892,991                     30.18%
Trust(3)
Bryan Green(4)                                                     4,362,500                      8.37%
Moore, Clayton & Co., Inc.(5)                                      18,526,602                     26.43%
Nicholas Brigstocke(6)                                             10,000,000                     17.68%
Buckley Barlow(7)                                                  15,100,000                     22.65%
Gary Frech(8)                                                      4,072,679                      7.60%
                                                                  -----------                    ------
All directors and officers as a group                              21,526,602                     30.28%
(1 person)
</TABLE>

     (1) For each  shareholder,  the  calculation  of  percentage  of beneficial
ownership  is based upon  51,571,086  shares of Common Stock  outstanding  as of
March 1, 2002,  and shares of Common Stock subject to options,  warrants  and/or
conversion  rights held by the  shareholder  that are currently  exercisable  or
exercisable  within  60 days,  which  are  deemed  to be  outstanding  and to be
beneficially  owned  by the  shareholder  holding  such  options,  warrants,  or
conversion rights. The percentage  ownership of any shareholder is determined by
assuming that the shareholder has exercised all options, warrants and conversion
rights  to  obtain  additional  securities  and  that no other  shareholder  has
exercised  such rights.  Except as otherwise  indicated  below,  the persons and
entity named in the table have sole voting and investment  power with respect to
all  shares of Common  Stock  shown as  beneficially  owned by them,  subject to
applicable community property laws.

     (2) Chief  Executive  Officer,  Secretary,  and  Director  of the  Company.
Includes  2,000,000  shares of  Common  Stock  held  directly  by Mr.  Denos and
1,000,000  shares of Common Stock  issuable upon exercise of options held by Mr.
Denos that are currently  exercisable or will become exercisable within 60 days.
Because Mr. Denos is a member of the Board of Directors of Moore, Clayton & Co.,
Inc.  ("MCC"),  this  number  also  includes  warrants  held  by MCC to  acquire
5,000,000  shares of Common Stock that are currently  exercisable or will become
exercisable  within 60 days and  certain  promissory  notes held by MCC that are
currently  convertible into 13,526,602 shares of Common Stock Excludes 1,650,000
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) Principal  Shareholder of the Company.  Includes  12,273,895  shares of
Common Stock held directly by Gardner  Management,  Inc. Profit Sharing Plan and
Trust and  4,707,123  shares of Common  Stock  issuable  upon the  exercise of a
Convertible Promissory Note held by the Trust.

     (4) Principal  Shareholder of the Company.  Includes  3,800,000 shares held
directly by Mr. Green and 562,500  shares of Common Stock issuable upon exercise
of options  held by Mr.  Green that are  currently  exercisable  or will  become
exercisable within 60 days.


                                       51

<PAGE>



     (5)  Principal  Shareholder  of  the  Company.  Includes  5,000,000  shares
issuable from the exercise of warrants held by MCC and certain  promissory notes
held by MCC that are convertible into 13,526,602 shares of Common Stock.

     (6) Principal  Shareholder  of the Company.  Includes  5,000,000  shares of
Common Stock held  directly by Mr.  Brigstocke  and  5,000,000  shares of Common
Stock issuable upon the exercise of warrants held by Mr. Brigstocke.

     (7) Principal  Shareholder of the Company.  Includes  15,000,000  shares of
Common Stock  issuable  upon the  conversion  of warrants held by Mr. Barlow and
100,000  shares of Common  Stock  issuable  from the exercise of options held by
Mr.Barlow that are currently  exercisable or will become  exercisable  within 60
days.

     (8) Principal  Shareholder  of the Company.  Includes  2,072,679  shares of
Common  Stock held  directly by Mr. Frech and  2,000,000  shares of Common Stock
issuable upon the exercise of warrants held by Mr. Frech.

SportsNuts.com, Inc.

     The Company currently holds a controlling interest in SportsNuts.com, Inc.,
a privately-held  Delaware corporation ("SNC"). At some point in the future, 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 March 1, 2002,
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 2001,  and (iii) all persons who have
served as a director or  executive  officer of the Company  during the  calendar
year 2001 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%
Gardner Management, Inc. Profit Sharing Plan and                           -                           -
    Trust(3)
Bryan Green(4)                                                             -                           -
Moore, Clayton & Co., Inc.(5)                                              -                           -
Nicholas Brigstocke(6)                                                     -                           -
Buckley Barlow(7)                                                          -                           -
Gary Frech(8)                                                              -                           -
                                                                           --                         --
All directors and officers as a group                                   183,713                      1.16%
(1 person)
</TABLE>

** Less than one percent

     (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
March 1, 2002,  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

                                       52

<PAGE>



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) Chief  Executive  Officer,  Secretary,  and  Director  of the  Company.
Includes 183,713 shares of SNC common stock held directly by Mr. Denos.

     (3) Principal Shareholder of the Company

     (4) Principal Shareholder 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.


Item 12: Certain Relationships and Related Transactions.

     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 March 1,
2002,  the GMI Note,  together with  interest as accrued,  is  convertible  into
4,707,123  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  November 15, 2001, the Company converted interest of $122,680 as
accrued on a  promissory  note  issued by the  Company  and held by a  principal
shareholder of the Company into 12,268,000  shares of restricted Common Stock of
the Company.


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 Chisholm & 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:


                                       53

<PAGE>



             Report   of   Chisholm   &   Associates,   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, 2001.


                                       54

<PAGE>



INDEX TO EXHIBITS
<TABLE>
<CAPTION>
    Number             Exhibits
    ------             ---------------------------------------------------
<S>   <C>              <C>
      3.1              Amended and Restated Certificate of Incorporation of
                          SportsNuts, Inc., a Delaware corporation.(1)
      3.2              Amended and Restated Bylaws of SportsNuts, Inc., a
                          Delaware corporation.(2)
     10.1              Convertible Promissory Note and Security Agreement among
                          Gardner Management, Inc. Profit Sharing Plan and
                          Trust, SportsNuts.com, Inc., Sportzz.com, Inc., and
                          the Company, including amendments, dated February 1,
                          2000.(3)
     10.2              Debt Conversion Agreement between the Company and Gardner
                          Management, Inc. Profit Sharing Plan and Trust, dated
                          November 15, 2001
     10.5              SportsNuts, Inc. 2000 Stock Option Plan. (4)
     21.1              Subsidiaries of the Registrant.(5)
</TABLE>
---------------

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

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

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

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

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


                                   SIGNATURES

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

                                   SPORTSNUTS, INC


Dated: April 30, 2002              By:  /s/ Kenneth I. Denos
                                   -------------------------------------------
                                        Kenneth I. Denos
                                        Chief Executive Officer


         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                 Chief Executive Officer   April 30, 2002
-------------------------            and sole Director
                                     (Principal Executive Officer)
                                     (Principal Financial and Accounting
                                     Officer)
</TABLE>
                                       55